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Utility Bidder Limited
Registered number: 06954978
Annual report and audited financial statements
For the year ended 31 December 2024
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UTILITY BIDDER LIMITED
COMPANY INFORMATION
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C Shaw (resigned 27 July 2025)
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M Porter (appointed 1 January 2024)
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L Jones (appointed 30 July 2025)
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Chartered Accountants & Statutory Auditor
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UTILITY BIDDER LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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UTILITY BIDDER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their Strategic Report for the year ended 31 December 2024 which refer to the Group consolidated results (the Group headed by Project Steel Topco Limited). Utility Bidder Limited is the trading entity within the Group.
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 UK's leading providers and, over the period, has continued its growth, with more customers using its services.
The growth in the business has been achieved through;
−Seeking to provide a trusted and quality service to all of our customers, which encourages future energy contract renewals through the Group;
−Only working with suppliers that provide suitable pricing and a high standard of service to our customers; and
−Investing in our digital and call centre channels in order to maintain standards for our customers.
The directors plan to maintain the Group’s position as a leading provider of energy broking services by continued training and development of our sales teams and by ongoing investment in our CRM and customer contact systems that support the customer journey via our call centres and digital channels.
Financial key performance indicators
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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 Group's annual targets and strategic objectives.
The directors believe that the following Key Performance Indicators provide the appropriate measures of business performance:
- Revenue
- Growth in customer & contract numbers
- EBITDA before exceptional items
- Operating cashflow
- Customer satisfaction
1. Revenue
With improving productivity, the year-on-year (“YOY”) revenue of the business grew by 15.4% to £22.7million. Revenue from our own agents increased year-on-year by 6.7% (2023 – 51.1% growth) and revenue from sub brokers increased by 46.0% (2023 – 84.6% decline), partly driven by an increased number of sub-broker agreements being put in place.
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UTILITY BIDDER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2. Growth in customer & contract numbers
The growth in customer and contract numbers is an important indicator of overall growth and improvement in market share. New customers also provide opportunities to sell additional services and to renew contracts upon expiry. For the period to 31 December 2024, the number of contracts sold by our own agents increased by 10.6% year-on-year to 16,182 (2023 – 14,624). Customer accounts increased year-on-year by 9.8% to 18,755 (2023 – 19.8% growth to 17,083) and meters increased year-on-year by 12.5% to 27,929 (2023 - 20.5% growth to 24,818).
3. Adjusted proforma EBITDA before exceptional items
Adjusted proforma EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) before exceptional items excludes expenditure which is one off in nature and is a suitable measure of the Group’s underlying financial performance.
The Group achieved adjusted proforma EBITDA before exceptional items of:
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Exceptional administrative expenses
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The 35.0% decrease in year-on-year EBITDA (2023 – increase 14.1%) was due to increased investment in customer acquisition costs in the digital channels and investment in opening a new sales office in Leicester.
4. Operating cashflow
The net cash generated by operating activities was £1,466k, a year-on-year movement of £(324k), with a closing cash balance at 31 December 2024 of £3,959k.
The year-on-year movement in cash generation was a result of sales growth together with a change in the mix of suppliers used for placing contracts.
5. Customer satisfaction
Customer satisfaction is monitored by our customer services team with measures including Net Promoter Scores (“NPS”) and Trustpilot ratings. These measures, together with customer feedback, are reviewed on a monthly basis and are used to develop action plans and behaviours designed to continually improve customer satisfaction.
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UTILITY BIDDER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks & uncertainties
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The principal risks and uncertainties faced by the Group are outlined below together with descriptions of how these risks are managed and mitigated where applicable.
1. Estimation of revenue by contract and accrued revenue recoverability
The revenue recognised for each contract is based upon assumptions including an estimation of the expected consumption for the term of the contract. This estimation will have inherent uncertainty, particularly for those contracts entered into during Covid-19, where lockdowns and temporary closures reduced activity.
The Group has controls and processes to continually review and manage the estimation of consumption, including:
a. Verification of customer’s consumption levels with the customer or supplier records;
b. Stringent review of contract paperwork and supporting records prior to recording the sale;
c. Regular reporting and monitoring, including exception reporting, of all the key contract metrics;
d. Regular matching of cash receipts for each contract and follow-up measures; and
e. Regular management review of provisions levels based on historic performance, supplier information and other factors.
2. Cyber-security
The Group faces the ongoing risk of cyber security attacks, which, if successful, could impact operations, the security of 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 of 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.
Management continues to invest in the recruitment, assessment and remuneration of personnel joining the Group, including induction training and development programmes as staff gain experience in their roles. Regular feedback and engagement is sought from all levels of staff and management. Staff benefits, incentives and other initiatives are also in place to support, motivate and engender a positive culture within the business. This investment is reflected in the Group having been awarded a silver Investor in People accreditation.
4. Strategic risks
The ongoing geopolitical uncertainties created by the war in Ukraine and the subsequent energy supply crisis, have impacted the markets in which the Group and our suppliers, competitors and customers operate. In addition, the economic situation in the UK, including high cost and wage inflation, have put financial pressures on the SME sector and its ability to absorb additional costs. 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 intend, in due course, to provide additional services to the customer base.
This report was approved by the board on 28 August 2025 and signed on its behalf.
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UTILITY BIDDER LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £1,092,499 (2023 - loss £862,161).
Dividends of £Nil were declared in the year (2023: £Nil).
The directors who served during the year were:
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C Shaw (resigned 27 July 2025)
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M Porter (appointed 1 January 2024)
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L Jones (appointed 30 July 2025)
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UTILITY BIDDER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group manages its day to day working capital requirements including cash and cash equivalents, trade debtors and trade creditors.
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 that seek to take account of ongoing changes in trading performance and working capital. These forecasts are tested to assess the potential effects of suppliers changing price books, introducing shorter term contracts, temporarily withdrawing price books, accelerating supplier consumption reconciliations or of higher levels of clawbacks arising from the closure of customers’ businesses. If any of these events were to occur, the directors would implement changes within the business that would seek to mitigate their impact.
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
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The Directors and Senior Managers engage with its employees continuously and in ways to suit their different working patterns. These include:
- Monthly company-wide meetings;
- Line manager briefings;
- Communication forums and focus groups;
- Email news alerts; and
- 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 team meetings, employee forums, focus groups and on-line surveys.
The business has an online learning platform that offers interactive courses and videos, which are used for employee inductions and ongoing employee development.
Matters covered in the Strategic Report
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Certain information not shown in the Directors’ Report is shown in the Strategic Report on page 1 instead in accordance with Section 414C (11) of the Companies Act 2006. This includes a business review and principal risks and uncertainties.
Disclosure of information to auditor
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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'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's auditor is aware of that information.
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UTILITY BIDDER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 28 August 2025 and signed on its behalf.
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UTILITY BIDDER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UTILITY BIDDER LIMITED
Opinion
We have audited the financial statements of Utility Bidder Limited (the ‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity 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 Company’s affairs as at 31 December 2024 and of its profit 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 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 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 Strategic 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.
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UTILITY BIDDER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UTILITY BIDDER 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 Company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
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UTILITY BIDDER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UTILITY BIDDER LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 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 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 Company and its 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 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 company which were contrary to applicable laws and regulations, including fraud.
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UTILITY BIDDER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UTILITY BIDDER LIMITED
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.
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
28 August 2025
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UTILITY BIDDER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: £NIL).
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The notes on pages 14 to 34 form part of these financial statements.
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UTILITY BIDDER LIMITED
REGISTERED NUMBER: 06954978
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 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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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2025.
The notes on pages 14 to 34 form part of these financial statements.
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UTILITY BIDDER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 14 to 34 form part of these financial statements.
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Utility Bidder Limited ("the Company") is a company, limited by shares, incorporated in England and Wales, registered number 06954978. The address of the registered office is Corby Innovation Hub, Bangrave Road South, Corby, England, NN17 1NN.
The financial statements have been presented in Pound Sterling as this is currency of the primary economic environment in which the company operates and is rounded to the nearest pound.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Project Steel Topco Limited as at 31 December 2024 and these financial statements may be obtained from Corby Innovation Hub, Bangrave Road South, Corby, NN17 1NN.
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group manages its day to day working capital requirements including cash and cash equivalents, trade debtors and trade creditors.
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 that seek to take account of ongoing changes in trading performance and working capital. These forecasts are tested to assess the potential effects of suppliers changing price books, introducing shorter term contracts, temporarily withdrawing price books, accelerating supplier consumption reconciliations or of higher levels of clawbacks arising from the closure of customers’ businesses. If any of these events were to occur, the directors would implement changes within the business that would seek to mitigate their impact.
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.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 revenue 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.
Finance costs are charged to the Statement of Comprehensive Income 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.
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
Intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is calculated using the straight-line method.
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.
- 17 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.
Depreciation is provided on the following basis:
Fixtures & fittings 33% - 50% on cost
Computer Equipment 33% - 50% on cost
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 the Statement of Comprehensive Income.
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.
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Cash and cash equivalents
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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.
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.
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Provisions for liabilities
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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.
- 18 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company 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 Company's Statement of Financial Position when the Company 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
- 19 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.
- 20 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
- 21 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In applying the Company’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 Company 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 Company also monitors the customer energy consumption data that is passed to suppliers and on which the basis of the commission receivable is initially calculated. However, over the course of a contract and particularly with the COVID-19 pandemic and energy price crisis, consumption levels fluctuate and to address these consumption variances, an adjustment is applied to the expected revenue at the point of sale based upon historical data and on estimation of future trends.
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All turnover arose within the United Kingdom.
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The contract charges in respect of 2023 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.
The professional fees incurred in 2024 and 2023 relate to a project that was considered non-recurring in nature.
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- 22 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating profit/(loss) is stated after charging:
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Other operating lease costs
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During the year, the Company obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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- 23 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution pension scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 2 directors (2023 - 1) in respect of defined contribution pension schemes.
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Other interest receivable
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- 24 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Interest payable and similar expenses
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Current tax on profits for the year
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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- 25 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
13.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 23.52%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
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Expenses not deductible for tax purposes
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Adjustments in respect of prior periods - deferred tax
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Remeasurement of deferred tax for changes in tax rates
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Movement in deferred tax not recognised
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Other permanent differences
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
- 26 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Included within the carrying value of computer software is £177,972 (2023: £391,538) of finance lease assets, relating to the CRM system.
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- 27 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Due after more than one year
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Prepayments and accrued income
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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- 29 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Accruals and deferred income
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The bank loans are secured by a debenture creating a fixed and floating charge over the assets of the Company.
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- 30 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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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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Amounts falling due 2-5 years
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Minimum lease payments under hire purchase fall due as follows:
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Charged to profit or loss
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- 31 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
22.Deferred taxation (continued)
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The deferred taxation balance is made up as follows:
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Accelerated capital allowances
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Allotted, called up and fully paid
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1,000 (2023 - 1,000) Ordinary shares of £1.00 each
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1 (2023 - 1) Ordinary A share of £1.00
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1 (2023 - 1) Ordinary B share of £1.00
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1 (2023 - 1) Ordinary C share of £1.00
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1 (2023 - 1) Ordinary D share of £1.00
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1 (2023 - 1) Ordinary E share of £1.00
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All shares rank pari passu in respect of distribution of dividends and repayment of capital.
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- 32 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Profit & loss account
This reserve represents the cumulative profits and losses of the Company.
The Company operates a defined contribution pension plan for its employees. The assets of the scheme are held separately from those of the Company in independently administered funds. The pension cost charge represents contributions payable by the Company to the funds amounted to £129,276 (2023 - £104,707). At the balance sheet date there are outstanding pension contributions of £25,774 (2023 - £22,870) included within creditors.
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with wholly owned subsidiaries within the Group.
In 2022, a director of the Company made an unsecured working capital loan to the Company of £657,115 which is repayable on 31 December 2024. At 31 December 2024 the total outstanding was £Nil (2023: £267,963).
A director of the Company is also a director of Steel Men Limited. The balance owed at the year end by Steel Men Limited was £1,256 (2023: £1,256).
At the Statement of Financial Position date, the Company is owed £462,167 (2023: owes £398,858) from Project Steel Midco 2 Limited. Project Steel Midco 2 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 £962,732 (2023: £880,718) from Project Steel Midco 1 Limited. Project Steel Midco 1 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 owes £129 (2023: £129) to Project Steel Topco Limited. Project Steel Topco Limited is a related party by virtue of holding 88% of the share capital in the Company.
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- 33 -
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UTILITY BIDDER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent and controlling party is Utility Bidder Holdings Limited, its registered office address being Corby Innovation Hub, Bangrave Road South, Corby, England, NN17 1NN.
The ultimate parent is Project Steel Topco Limited, its registered office address being Corby Innovation Hub, Bangrave Road South, Corby, United Kingdom, NN17 1NN, and the ultimate controlling party is Sovereign Capital IV Limited Partnership, its registered office address being 25 Victoria Street, London, SW1H 0EX.
- 34 -
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