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Registered number: 15726572 HIFI TOPCO LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
HIFI TOPCO LIMITED COMPANY INFORMATION
Directors | Sean Dixon (appointed 7 June 2024)
| Carl Harring (appointed 17 May 2024)
| William Hastings (appointed 7 June 2024)
| John Haw (appointed 7 June 2024)
| Kevan Walsh (appointed 7 June 2024, resigned 19 November 2024)
| Maximillian Woolfson (appointed 17 May 2024)
| Vanessa Zampiga (appointed 17 May 2024)
Registered number | 15726572
Registered office | 10 Ledbury Mews, North London
| London
| W11 2AF
Independent auditors | BKL Audit LLP
| Chartered Accountants & Statutory Auditor
| London
| N3 1XW
HIFI TOPCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 4
Independent Auditors' Report | 5 - 7
Consolidated Statement of Comprehensive Income | 8
Consolidated Statement of Financial Position | 9 - 10
Company Statement of Financial Position | 11
Consolidated Statement of Changes in Equity | 12
Company Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Notes to the Financial Statements | 15 - 34
HIFI TOPCO LIMITED GROUP STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024
Introduction
The principal activity of the Group is the provision of energy brokerage services. The Company uses our simple and effective portal to meet our clients’ needs. The Company help customers to get the best value from their energy contracts, reduce their consumption, minimise their carbon footprint and ensure their bills are right. The principal activity of the Company is that of a non trading holding company. The Company was incorporated with the intention of developing a energy brokerage group. It completed its first acquisition in the first period of trading with a second acquisition completed in May 2025.
Business review
The Parent Company and Group were incorporated on 17 May 2024. The Group acquired their first trading subsidiary Fidelity Energy Limited on the 7 June 2024 which is when the Group started trading. The results for the period which are set out in the profit and loss show turnover of £11,863,130 and operating profit of £2,782,188. At 31 December 2024 the Group had net assets of £12,462,959. The acquired subsidiary achieved profits of £2,969,361 from the date of acquisition.
Principal risks and uncertainties
The principal risks and uncertainties faced by the Group are outlined below: Uncertainty relating to estimation of revenue Revenue is recognised based on a customer’s estimated energy usage and the expected likelihood of a contract going live. Live rates can be impacted by external factors. This risk is discussed further within the accounting policies. Risks are mitigating by using historical data and industry trends to estimate the likelihood of contracts failing. Regulatory Compliance Regulation changes are monitored to ensure that the Group discloses commissions earnt appropriately. The Group ensures there is a high level of transparency with regards to fees and contractual terms. Non-compliance could lead to penalties or reputational damage. The Group is founding member of the Energy Consultants Association (ECA), an independent, self-regulated trade body that represents and safeguards the interests of energy consultants and intermediaries in the UK. Cyber security There is a risk of cyber threats which could lead to loss of data and operational disruption due to system downtime. This could lead to financial loss and reputational damage. The Group manages this risk through technology and training. Market and Pricing Risks The ability to secure competitive pricing for clients can be affected by global events, supply chain disruptions, and market speculation. Unpredictable demand and supply caused by factors such as geopolitical tensions can cause sudden shifts in prices and customer behaviours. Margins can come under pressure due to competition or suppliers changes. The Group manages the risks by having multiple suppliers available and through relationships with customers, Page 1
HIFI TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024
Financial key performance indicators
| 2024 (£000)
Turnover | 11,863
Gross profit | 6,746
Operating profit | 2,782
This report was approved by the board and signed on its behalf.
John Haw Director
Date: 7 November 2025
Page 2
HIFI TOPCO LIMITED DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2024 The directors present their report and the financial statements for the period ended 31 December 2024.
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 judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 2006. They 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 profit for the period, after taxation, amounted to £1,452,208. No interim dividends were paid during the period. The directors do not recommend payment of a final dividend.
Directors
The directors who served during the period were:
Sean Dixon (appointed 7 June 2024)
Carl Harring (appointed 17 May 2024)
William Hastings (appointed 7 June 2024)
John Haw (appointed 7 June 2024)
Kevan Walsh (appointed 7 June 2024, resigned 19 November 2024)
Maximillian Woolfson (appointed 17 May 2024)
Vanessa Zampiga (appointed 17 May 2024)
Future developments
The Group plans to continue with the provision of energy brokerage services. Page 3
HIFI TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2024
Disclosure of information to auditors
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 auditors are 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 auditors are aware of that information.
Post balance sheet events
The Company purchased the entire share capital of another trading company on 9 May 2025.
Auditors
BKL Audit LLP were appointed as auditors during the period to fill a casual vacancy arising. Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. This report was approved by the board and signed on its behalf.
John Haw Director
Date: 7 November 2025
Page 4
HIFI TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HIFI TOPCO LIMITED
Opinion
We have audited the financial statements of HiFi TopCo Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Financial Reporting Standard 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 of the parent Company's affairs as at 31 December 2024 and of the Group's profit for the period 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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. Page 5
HIFI TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HIFI TOPCO LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. 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.
Opinion 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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ∙the Group 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 the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 6
HIFI TOPCO LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HIFI TOPCO LIMITED (CONTINUED)
Auditors' 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 Auditors' 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 Group financial statements. 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ∙Enquiring of management around actual and potential litigation and claims; ∙Enquiring of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations; ∙Reviewing meetings of minutes of those charged with governance; ∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; ∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
Use of our 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 Auditors' 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. Myfanwy Neville FCA (Senior Statutory Auditor) for and on behalf of BKL Audit LLP Chartered Accountants Statutory Auditor London N3 1XW 7 November 2025 Page 7
HIFI TOPCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2024
| 2024
Note | £
Turnover | 4 | 11,863,130
Cost of sales |  | (5,117,276)
Gross profit |  | 6,745,854
Administrative expenses |  | (3,963,666)
Operating profit | 5 | 2,782,188
Interest receivable and similar income | 9 | 17,635
Interest payable and similar expenses | 10 | (544,464)
Profit before taxation |  | 2,255,359
Tax on profit | 11 | (803,151)
Profit for the financial period |  | 1,452,208
Profit for the period attributable to: |  |
Owners of the parent Company |  | 1,452,208
|  | 1,452,208
Total comprehensive income for the period attributable to: |  |
Owners of the parent Company |  | 1,452,208
|  | 1,452,208
There were no recognised gains and losses for 2024 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2024.
The notes on pages 15 to 34 form part of these financial statements.
Page 8
HIFI TOPCO LIMITED REGISTERED NUMBER: 15726572 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024
Note |  | £
Fixed assets |  |  |
Intangible assets | 12 |  | 14,639,185
Tangible assets | 13 |  | 171,270
|  |  | 14,810,455
Current assets |  |  |
Debtors: amounts falling due after more than one year | 15 | 8,043,217 |
Debtors: amounts falling due within one year | 15 | 12,229,466 |
Cash at bank and in hand | 16 | 1,652,423 |
|  | 21,925,106 |
Creditors: amounts falling due within one year | 17 | (20,326,401) |
Net current assets |  |  | 1,598,705
Total assets less current liabilities |  |  | 16,409,160
Creditors: amounts falling due after more than one year | 18 |  | (3,917,060)
Provisions for liabilities |  |  |
Deferred taxation | 20 | (29,141) |
|  |  | (29,141)
Net assets |  |  | 12,462,959
Capital and reserves |  |  |
Called up share capital | 21 |  | 110,108
Share premium account | 22 |  | 10,900,643
Profit and loss account | 22 |  | 1,452,208
Equity attributable to owners of the parent Company |  |  | 12,462,959
Page 9
HIFI TOPCO LIMITED REGISTERED NUMBER: 15726572 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
John Haw
Director
Date: 7 November 2025
The notes on pages 15 to 34 form part of these financial statements. Page 10
HIFI TOPCO LIMITED REGISTERED NUMBER: 15726572 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024
Note |  | £
Fixed assets |  |  |
Investments | 14 |  | 2,219,623
|  |  | 2,219,623
Current assets |  |  |
Debtors: amounts falling due after more than one year | 15 | 4,834,146 |
Debtors: amounts falling due within one year | 15 | 4,299,051 |
|  | 9,133,197 |
Creditors: amounts falling due within one year | 17 | (15,250) |
Net current assets |  |  | 9,117,947
Total assets less current liabilities |  |  | 11,337,570
Net assets |  |  | 11,337,570
Capital and reserves |  |  |
Called up share capital | 21 |  | 110,107
Share premium account | 22 |  | 10,900,643
Profit for the period |  | 326,820 |
Profit and loss account carried forward |  |  | 326,820
|  |  | 11,337,570
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
John Haw
Director
Date: 7 November 2025
The notes on pages 15 to 34 form part of these financial statements. Page 11
HIFI TOPCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Equity attributable to owners of parent Company | Total equity
| £ | £ | £ | £ | £
Comprehensive income for the period |  |  |  |  |
Profit for the period | - | - | 1,452,208 | 1,452,208 | 1,452,208
Total comprehensive income for the period | - | - | 1,452,208 | 1,452,208 | 1,452,208
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the period | 110,108 | 10,900,643 | - | 11,010,751 | 11,010,751
Total transactions with owners | 110,108 | 10,900,643 | - | 11,010,751 | 11,010,751
At 31 December 2024 | 110,108 | 10,900,643 | 1,452,208 | 12,462,959 | 12,462,959
| The notes on pages 15 to 34 form part of these financial statements.
Page 12
HIFI TOPCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
Comprehensive income for the period |  |  |  |
Profit for the period | - | - | 326,820 | 326,820
Total comprehensive income for the period | - | - | 326,820 | 326,820
Contributions by and distributions to owners |  |  |  |
Shares issued during the period | 110,107 | 10,900,643 | - | 11,010,750
Total transactions with owners | 110,107 | 10,900,643 | - | 11,010,750
At 31 December 2024 | 110,107 | 10,900,643 | 326,820 | 11,337,570
| The notes on pages 15 to 34 form part of these financial statements.
Page 13
HIFI TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2024
|  |  | 2024
|  |  | £
Cash flows from operating activities |
Profit for the financial period | 1,452,208
Adjustments for: |
Amortisation of intangible assets | 906,852
Depreciation of tangible assets | 27,889
Interest paid | 544,464
Interest received | (17,635)
Taxation charge | 803,151
Increase in debtors including accrued income | (7,089,935)
Increase in creditors including accruals | 3,718,130
Corporation tax paid | (850,138)
Net cash generated from operating activities | (505,014)
Cash flows from investing activities |
Purchase of tangible fixed assets | (30,351)
Purchase of fixed asset investments | (20,724,443)
Interest received | 17,635
Net cash from investing activities | (20,737,159)
Cash flows from financing activities |
Issue of ordinary shares | 11,010,750
New secured loans | 12,056,295
Repayment of loans | (163,333)
Interest paid | (9,116)
Net cash used in financing activities | 22,894,596
Net increase in cash and cash equivalents | 1,652,423
Cash and cash equivalents at the end of period | 1,652,423
Cash and cash equivalents at the end of period comprise: |
Cash at bank and in hand | 1,652,423
| 1,652,423
The notes on pages 15 to 34 form part of these financial statements.
Page 14
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
1. | General information
HiFi Topco Limited is a private company, limited by shares, incorporated in England and Wales on 20 May 2024. It heads up a group of companies whose principal activity is that of energy brokerage. The Registered Office address is 10 Ledbury Mews North, London, W11 2AF. 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 judgement 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 Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Going concern
The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to meet its debts as they fall due, and will continue to trade for at least 12 months from the date of approval of these financial statements. At the time of approving the financial statements, the directors have a reasonable expectation, based on their assessment of the Group's financial position and resources, that the Group has adequate financial resources to continue in operational existence for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements, and will be able to meet its liabilities as they fall due. Page 15
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue 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 The Group provides services through negotiating rates with energy suppliers on behalf of business customers and generates revenue by way of commissions from the energy suppliers. Revenue comprises commissions earned and is recognised at the point at which a customer completes an application for contract with an energy supplier. Commissions are calculated based on expected energy use by the business customer at agreed commission rates with the energy suppliers. At the point of sale, provisions are made for the contracts ultimately failing to commence with energy suppliers or that fail during the supply period.
| 2.5 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.7 | 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.
| 2.8 | Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred. Page 16
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | 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.
| 2.10 | Current and deferred taxation
The tax expense for the period 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; 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. Page 17
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 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. The estimated useful lives range as follows:
|  |  |  | Goodwill | - | 10 | 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. 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 and fittings | - | 4-5 years
|  |  |  | Office equipment | - | 4 years
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 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Page 18
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.14 | 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.
| 2.15 | 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.
| 2.16 | Financial instruments
The company only enters into basic financial instruments that result in the recognition of financial assets and liabilities, like trade and other debtors and creditors, and loans to and from related parties. (i) Financial assets Basic financial assets, including trade and other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method. 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 the Statement of Comprehensive Income. (ii) Financial liabilities Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at 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. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. Page 19
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.16 | Financial instruments (continued)
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. Page 20
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of the Company's financial statements requires management to make significant accounting judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its significant accounting judgements and estimates. Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made: Revenue recognition The Company's revenue recognition policy is to recognise the entirety of commissions earned upon signature of an energy contract. This constitutes a key source of estimation uncertainty in the financial statements as commissions earned are based on an underlying customer's estimated energy usage for each contract. Such estimates are subject to management judgement and assumptions in accordance with historical data, and have a significant impact on the estimated fair value of the accrued income. Recognition of partners' commissions Similarly, the Company's partners' commissions recognition policy is matched to revenue recognition. The commissions are accrued at point of signature of each energy contract and are subject to the same estimation uncertainty as the revenue recognition detailed above. Provision against accrued income and accruals This constitutes a key source of estimation uncertainty in the financial statements as the provisions are based on the likelihood of an energy contract failing to commence or failing during the supply period. In these circumstances, the costs incurred by the energy supplier are passed on to the Company. Management make use of historical data and industry trends to estimate the likelihood of an energy contract failing. This is used to determine the fair value of cash to be received in respect of its accrued income, and the fair value of the cash to be paid in respect of the partners' commission accrual. Classification of Preference Shares The company has issued preference shares with complex terms regarding dividend accrual, redemption, and rights on liquidation. The classification of these instruments as either equity or financial liabilities in the financial statements requires significant judgement, as set out in FRS 102 Section 22. In making this judgement, the directors considered the detailed terms of the preference shares, including: ∙Whether the company has a present, unconditional contractual obligation to deliver cash or another financial asset to the holders, ∙The conditions under which dividends accrue and are paid, ∙The circumstances in which the shares may be redeemed or repaid, and ∙The rights of holders on a winding up or return of capital. The assessment of these features involves evaluating both the legal form and the substance of the contractual arrangements, and determining whether the terms create a financial liability or support equity classification under FRS 102. Amortisation Period of Goodwill The determination of the useful economic life over which goodwill are amortised is a significant judgement. Management considers a range of factors, including the expected future cash flows from the acquired business, the stability of the industry, and historical experience. Where a reliable estimate cannot Page 21
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 3.Judgements in applying accounting policies (continued) be made, the useful life does not exceed ten years. The amortisation period is reviewed annually and revised if necessary.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024
|  |  |  |  | £
| Sales | 11,863,130
|  | 11,863,130
| All turnover arose within the United Kingdom.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024
|  |  |  |  | £
| Defined contribution pension schemes | 33,141
| Other operating lease rentals | 79,555
| Depreciation | 27,889
| Amortisation | 906,852
6. | Auditors' remuneration
| During the period, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2024
|  |  |  |  | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 3,500
| Fees payable to the Company's auditors in respect of: |
| The auditing of accounts of associates of the Company | 22,700
| Accountancy services | 25,500
| Taxation compliance services | 8,300
Page 22
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group
|  | 2024
|  | £
| Wages and salaries | 1,680,146
| Social security costs | 128,757
| Cost of defined contribution scheme | 33,141
|  | 1,842,044
| Certain directors of this company also received remuneration from companies within the wider group structure.
| The average monthly number of employees, including the directors, during the period was as follows:
|  |  | Group | Company
|  |  | 2024 | 2024
|  |  | No. | No.
|  | Directors | 7 | 7
|  | Employees | 41 | -
|  |  | 48 | 7
8. | Directors' remuneration
|  |  |  |  | 2024
|  |  |  |  | £
| Directors' emoluments | 368,902
| Group contributions to defined contribution pension schemes | 10,034
|  | 378,936
| The highest paid director received remuneration of £146,811.
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,421.
Page 23
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
9. | Interest receivable
|  |  |  |  | 2024
|  |  |  |  | £
| Other interest receivable | 17,635
|  | 17,635
10. | Interest payable and similar expenses
|  |  |  |  | 2024
|  |  |  |  | £
| Bank interest payable | 544,464
|  | 544,464
11. | Taxation
|  |  |  |  | 2024
|  |  |  |  | £
| Corporation tax |
| Current tax on profits for the year | 774,593
|  | 774,593
| Total current tax | 774,593
| Deferred tax |
| Origination and reversal of timing differences | 28,558
| Total deferred tax | 28,558
| Tax on profit | 803,151
Page 24
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 11.Taxation (continued)
| Factors affecting tax charge for the period
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%.The differences are explained below:
|  |  |  |  | 2024
|  |  |  |  | £
| Profit on ordinary activities before tax | 2,255,356
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% | 563,839
| Effects of: |
| Non-tax deductible amortisation of goodwill and impairment | 226,714
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 17,196
| Other timing differences leading to an decrease in taxation | (4,598)
| Total tax charge for the period | 803,151
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 25
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
12. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| Additions | 15,546,037
| At 31 December 2024 | 15,546,037
| Amortisation |
| Charge for the period on owned assets | 906,852
| At 31 December 2024 | 906,852
| Net book value |
| At 31 December 2024 | 14,639,185
Page 26
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
13. | Tangible fixed assets
| Group
|  | Fixtures and fittings | Office equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| Additions | 14,508 | 15,843 | 30,351
| Acquisition of subsidiary | 142,252 | 26,556 | 168,808
| At 31 December 2024 | 156,760 | 42,399 | 199,159
| Depreciation |  |  |
| Charge for the period on owned assets | 21,792 | 6,097 | 27,889
| At 31 December 2024 | 21,792 | 6,097 | 27,889
| Net book value |  |  |
| At 31 December 2024 | 134,968 | 36,302 | 171,270
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| Additions | 2,219,623
| At 31 December 2024 | 2,219,623
Page 27
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
| Direct subsidiary undertaking
| The following was a direct subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Hifi Midco 1 Limited | 10 Ledbury Mews North, London, W11 2AF | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
| Hifi Midco 1 Limited | 2,211,873 | (7,750)
| Indirect subsidiary undertakings
| The following were indirect subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Hifi Midco 2 Limited | 10 Ledbury Mews North, London, W11 2AF | Ordinary | 100%
| Hifi Bidco Limited | 10 Ledbury Mews North, London, W11 2AF | Ordinary | 100%
| Fidelity Energy Limited | C/O Teacher Stern Llp, 37-41 Bedford Row, London, WC1R 4JH | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the period ended on that date for the subsidiary undertakings were as follows:
| Name | Aggregate of share capital and reserves | Profit/(Loss)
|  | £ | £
| Hifi Midco 2 Limited | 2,232,723 | 13,099
| Hifi Bidco Limited | 1,277,150 | (942,473)
| Fidelity Energy Limited | 10,375,746 | 4,481,691
Page 28
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
15. | Debtors
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | - | 4,834,146
| Prepayments and accrued income | 8,043,217 | -
|  | 8,043,217 | 4,834,146
| Prepayments and accrued income are stated net of provisions of £1,933,068.
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Due within one year |  |
| Trade debtors | 1,455,488 | -
| Amounts owed by group undertakings | - | 4,299,051
| Other debtors | 1,317,437 | -
| Prepayments and accrued income | 9,456,541 | -
|  | 12,229,466 | 4,299,051
| Amounts due by group undertakings are unsecured, repayable on demand and interest charged at 8% per annum. Prepayments and accrued income are stated net of provisions of £2,237,133.
16. | Cash and cash equivalents
|  | Group
|  | 2024
|  | £
| Cash at bank and in hand | 1,652,423
|  | 1,652,423
Page 29
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
17. | Creditors: Amounts falling due within one year
|  | Group | Company
|  | 2024 | 2024
|  | £ | £
| Bank loans | 12,790,000 | -
| Trade creditors | 210,141 | -
| Corporation tax | 181,533 | -
| Other taxation and social security | 505,644 | -
| Other creditors | 1,750,225 | -
| Accruals and deferred income | 4,888,858 | 15,250
|  | 20,326,401 | 15,250
| Group accruals and deferred income are stated net of provisions of £1,016,639. A bank loan issued to a Group company was secured against all the assets of a group company in the form of a debenture. The loan was originally due to be repaid in 2026 but was repaid in full after the year end. The debenture remained in place after the loan was repaid due to the existence of company credit cards. On 29 May 2024, one of the group companies entered into a secured term loan facility with Investec Bank plc for £12,510,000. The loan is repayable in full on 29 May 2025 and bears interest at SONIA plus 2.45% per annum. The facility is secured in full by a guarantee by Blixt Fund I LP, one of the Group's investors.
Page 30
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
18. | Creditors: Amounts falling due after more than one year
|  | Group
|  | 2024
|  | £
| Bank loans | 116,667
| Other creditors | 86,795
| Accruals and deferred income | 3,713,598
|  | 3,917,060
| Group accruals and deferred income are stated net of provisions of £810,162.
| The following liabilities were secured:
|  | Group
|  | 2024
|  | £
| Bank loan | 396,667
|  | 396,667
| Details of security provided:
A bank loan issued to a subsidiary was secured against all the assets in the form of a debenture. The loan was due to be repaid in 2026 but was repaid in full after the year end. The debenture remained in place after the loan was repaid due to the existence of company credit cards.
19. | Loans
| Analysis of the maturity of loans is given below:
|  | Group
|  | 2024
|  | £
| Amounts falling due within one year |
| Bank loans | 12,790,000
| Amounts falling due 1-2 years |
| Bank loans | 116,667
|  | 12,906,667
Page 31
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
20. | Deferred taxation
| Group
|  | 2024
|  | £
| Charged to profit or loss | (28,558)
| Arising on business combinations | (583)
| At end of year | (29,141)
| Company
|  | 2024
| At end of year | -
| The deferred taxation balance is made up as follows:
|  | Group
|  | 2024
|  | £
| Accelerated capital allowances | (30,265)
| Short term timing differences | 1,124
|  | (29,141)
21. | Share capital
|  |  |  |  | 2024
|  |  |  |  | £
|  | Allotted, called up and fully paid |
|  | 1,994,794 Class A Ordinary shares of £0.01 each | 19,947.94
|  | 553,259 Class B Ordinary shares of £0.01 each | 5,532.59
|  | 449,657 Class C Ordinary shares of £0.01 each | 4,496.57
|  | 3,078,552 Class A Preference shares of £0.01 each | 30,785.52
|  | 3,585,517 Class B Preference shares of £0.01 each | 35,855.17
|  | 1,348,971 Class C Preference shares of £0.01 each | 13,489.71
|  |  | 110,107.50
Page 32
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024 21.Share capital (continued) On 7 June 2024, 2,997,710 ordinary shares of £0.01 each were issued for £2,997,710. On 7 June 2024, 8,013,040 preference shares of £0.01 were issued for £8,013,040. Ordinary shares Ordinary shares are entitled to dividends declared by the company after payment of any preference dividends. Dividends are paid pari passu among all ordinary shareholders. A and B shares carry one vote at general meetings, but the C shares are unvoting. Ordinary shares rank behind preference shares on winding up for repayment of capital. Preference shares A Preference shares carry a 9% fixed preferential dividend. B and C Preference shares carry a 5% fixed preferential dividend. Payment of any dividend under this class is at the sole discretion of the directors. Preference dividends accrue and compound annually if unpaid, but any payment is solely at the discretion of the board. Preference shares hold no voting rights. On winding up, Preference shares rank ahead of Ordinary shares for repayment of capital and distributions.
22. | Reserves
Share premium account Included in the share premium accouint are all amounts paid for shares above their nominal value. Profit and loss account Comprises current and previous years retained profits and losses.
23. | Contingent liabilities
As part of the investment in a subsidiary company, additional deferred consideration of up to £3 million was agreed, contingent on the subsidiary achieving certain financial targets by 31 March 2025. No deferred consideration in relation to this has been recognised in the financial statements as it was not expected to be paid.
24. | Pension commitments
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £33,141. Contributions totalling £11,573 were payable to the fund at the reporting date and are included in creditors. Page 33
HIFI TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2024
25. | Commitments under operating leases
| At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group
|  | 2024
|  | £
| Not later than 1 year | 112,246
| Later than 1 year and not later than 5 years | 115,263
|  | 227,509
26. | Related party transactions
| Where possible, the company has taken advantage of the exemptions in Section 33.1A of FRS 102 not to disclose transactions with other wholly-owned group undertakings. Included within Other Creditors due within one year, is a balance of £146,087 owed to related party companies with common directors. During the year, the company entered into put and call option agreements with management shareholders as part of the acquisition of a subsidiary. Under these agreements, management shareholders exchanged their loan notes for B and C Preference shares in HiFi Topco Limited. The value of loan notes exchanged and shares issued was £4,700,848. No balances remained outstanding with management shareholders at year end.
27. | Post balance sheet events
A subsidiary purchased the entire share capital of another trading company on 9 May 2025. A bank loan held within a Group company was refinanced after the year end on 28 May 2025. After the year end fixed and floating charges over the trade and assets of Group companies was registered relating to this loan. The charge was registered against HiFi Midco 2 Limited and all of its subsidiaries.
28. | Controlling party
The ultimate controlling party is Carl Harring.
Page 34