The directors present the strategic report for the year ended 31 March 2025.
The company was incorporated on 16 March 2024.
On 1 April 2024, the company commenced a demerger and capital reduction plan to acquire its subsidiary company, as detailed in note 12.
These group consolidated financial statements represent the new corporate group from 1 April 2024 to 31 March 2025.
The new corporate group includes MSRR 2 Limited, a company that conducts energy trading activities and holds an investment portfolio.
Fair review of the business
The results for the new corporate group accumulate the financial performance of the acquired subsidiary from the date of acquisition. As such the new group's reported performance for the year and the financial position as at 31 March 2025 only includes transactions allocated to the new ownership period.
Turnover for the year was £37.3m predominately as a result of the sale of surplus hedged contracts back to the energy market.
The overall business performance is in line with the directors’ expectations. Effective and successful trading has resulted in a gross profit margin of 17.2% being achieved.
The group has minimal administrative expenses of £0.1m, representing 0.3% of turnover, which is in line with directors’ expectations.
As a result of the group's investment activities in the year, short term investment gains have been generated of £0.5m and dividends have been received from these investments of £0.4m. At the balance sheet date, short term investments are held at £21.8m.
Overall, a profit before tax of £7.2m is reported for the year, which was in line with the directors’ expectations, illustrating the effective trading in the year for the group.
The group seeks to manage risk through a combination of Board oversight, operational routines and policies. The principal risks are aggregated as follows:
Commodity risk
Commodity risk being the risk of volatility in the price of wholesale energy impacting customer margins. The group seeks to manage this risk by utilising forward energy contracts that align to the term and pricing of customer contracts.
Investment risk
The risk that the group's share investment portfolio may fluctuate in value due to the volatility of the stock market which is affected by various external factors across the global economy.
Liquidity risk
The risk that the group is unable to meet its financial obligations due to insufficient credit or cash reserves. This is managed on a short and long-term basis with reference to internal working capital strategies and access to external funding.
Industry specific risks
The UK non-domestic supply market is highly competitive, and while risk is present in all markets, this continues to be an attractive place to do business.
Operating in a regulated market opens up regulatory and political risks as well as costs, and it is a feature of normal operations that such risks, costs and changes must be accommodated, albeit that they may cause disruption and/or prices changes for customers.
The business has continued to mitigate the risks noted above through the following strategies:
Ensuring the business has the right skills and capabilities to monitor and maintain compliance with regulatory requirements.
Offering products that pass or share risk with end users combined with comprehensive hedging strategies to reduce exposure.
During the year, the group reviews and monitors its performance against a number of key performance indicators both financial and non-financial. The principal measures include revenue growth, maintaining service levels, improvement of gross margins and net profit, together with maintaining both net current assets and net assets. These are reviewed by the management team and reported to the Board on a monthly basis.
The directors have continued to monitor all of the KPI’s and daily operating controls and maintain a strong focus on increasing performance in all aspects of the business.
The main KPI’s and financial results are as follows:
|
| 2025 |
|
|
|
|
|
|
|
Turnover |
| £37.3m |
|
|
Gross profit % |
| 17.2% |
|
|
Profit before tax |
| £7.2m |
|
|
|
|
|
|
|
Bank |
| £0.4m |
|
|
Net assets |
| £20.6m |
|
|
The turnover achieved in 2025 illustrates the successful sale of surplus hedged energy contracts back to the energy market.
Gross profit margin and profit before tax achieved in the year is in line with directors' expectations.
As such, the directors are satisfied with the profit achieved in the year.
The net assets position of £20.6m including cash of £0.4m is considered by the directors' as a strong financial position.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Directors’ duties
The Directors of the group, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK companies Act 2006 which is summarised as follows;
‘A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:
The likely consequences of any decision in the long term;
The interests of the company’s employees;
The need to foster the company’s business relationships with suppliers, customers and others;
The impact of the company’s operations on the community and environment;
The desirability of the company maintaining a reputation for high standards of business conduct; and
The need to act fairly as between shareholders of the Company.’
The following paragraphs summarise how the Directors’ fulfil their duties;
Risk management
We provide business-critical services to our customers. As the industry changes and becomes more complex our risk environment changes. It is therefore vital that we effectively identify, evaluate, manage and mitigate the risks we face, and that we continue to evolve our approach to risk management.
Our people
The group is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, clients, investors, communities and society as a whole. People are at the heart of our the company and service provided to our customers. For our business to succeed we need to manage our people’s performance and development and bring through talent whole ensuring we operate as efficiently as possible. We must also ensure we share common values that inform and guide our behaviour so we achieve our goals in the right way.
Business relationships
Our strategy prioritises organic growth, driven by cross-selling, retaining existing customers and acquiring new customers into the group. To do this, we need to maintain and develop strong relationships with industry partners, customers, suppliers and intermediaries.
Community and environment
The group’s approach is to use our position of strength to create positive change for the people and communities within the local area and with which we interact. We want to leverage our expertise and enable colleagues to support the communities around us.
Shareholders
The board is committed to openly engaging with our shareholders, as we recognise the importance of a continuing effective dialogue, whether with major institutional investors, private or employee shareholders. It is important to us that shareholders understand our strategy and objectives, so these must be explained clearly, feedback heard and any issues or questions raised properly considered.
The group will continue to sell surplus hedged contracts back to the market as they arise, together with investing its funds, so to generating a return.
The auditor, Sumer Auditco Limited, was appointed in the year and deemed to be reappointed under section 487(2) of the Companies Act 2006.
As an energy supplier, the group receives its own energy from an energy wholesaler who is committed to providing 100% renewable energy to its customers. MSRR 2 Holding Limited doesn't own or operates any vehicles as part of its trade.
As a consequence of this, the group has not emitted any carbon emissions in the year ended 31 March 2025.
We have audited the financial statements of MSRR 2 Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussions with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the company's license to operate. We identified the following areas as those most likely to have such an effect: laws related to energy supply activities and the regulated nature of the energy industry.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Through these procedures we did not become aware of any actual or suspected non-compliance.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
We design procedures in line with our responsibilities, outlined below to detect material misstatement due to fraud:
Matters are discussed amongst the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud
Identifying and assessing the design and effectiveness of controls that management have in place to prevent and detect fraud
Detecting and responding to the risks of fraud following discussions with management and enquiring as to whether management have knowledge of any actual, suspected or alleged fraud;
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0 (2024 - £0 profit).
MSRR 2 Holding Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Yorkshire Gas & Power, 4305 Park Approach, Leeds, West Yorkshire, LS15 8GB .
The group consists of MSRR 2 Holding Limited and all of its subsidiaries.
The company was incorporated on 16 March 2024 and prepared dormant accounts to 31 March 2024. The current accounting period is a 12 month period, from 1 April 2024 to 31 March 2025. Consequently, the comparative amounts presented in the financial statements (including related notes) are not for a 12 month period.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain investments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purpose of FRS102 and has elected to take exemption under FRS102 paragraph 1.12 (b) not to present the company statement of cashflows.
The consolidated group financial statements consist of the financial statements of the parent company MSRR 2 Holding Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the 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.
Turnover relating to the sale of energy trading activities, whereby electricity and gas is sold back to the market, is recognised at the date that the rights of use are transferred under contract.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Interests in shares held are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value are recognised in other comprehensive income except to the extent that a gain reverses a loss previously recognised in profit or loss, or a loss exceeds the accumulated gains recognised in equity; such gains and loss are recognised in profit or loss.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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.
The group enters into forward contracts for a variety of periods to purchase electricity and gas. Energy procurement contacts are entered into and continue to be held for the purpose of the receipt of a non-financial item which is in accordance with the company's expected purchase and sale requirements and are therefore out of the scope of financial instruments. Energy contracts that are not recognised as financial instruments are recognised as "own use contracts" and disclosed as an energy purchase commitment.
Forward contracts to purchase energy are accounted for in the statement of comprehensive income in the period in which the supply of power occurs.
On the grounds that these contracts are held for the purpose of the delivery of a non-financial item in accordance with the company's expected purchase and sale requirements, the own use exemption has been applied. As a result, the agreements do not fall within the scope of Section 12 of FRS102 and are not accounted for as derivatives.
Refer to note 19 for committed purchases at the balance sheet date.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Dividend income
Dividend income receivable from subsidiary companies is recognised in the period they are voted.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The directors are of the opinion that there are no judgements or key sources of estimation uncertainty to disclose.
Turnover relates to energy trading activities solely provided with the United Kingdom.
The parent company audit fee is bourne through its subsidiary.
The average monthly number of persons employed by the group and company during the year was:
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Other debtors includes £100 (2024: £100) unpaid share capital.
On 1 April 2024, the following shares issues occurred:
- 37,615,322 A Ordinary shares of £1.00 each were issued at par.
- 1,979,754 B Ordinary shares of £1.00 each were issued at par.
On 1 April 2024, the following share redesignations occurred:
- 23,318,925 A Ordinary shares of £1.00 each were reclassified as 23,318,925 C Ordinary shares of £1.00 each.
- 1,227,313 B Ordinary shares of £1.00 each were reclassified as 1,227,313 C Ordinary shares of £1.00 each.
On 8 May 2024, the company reduced its share capital by cancelling and extinguishing the following shares:
- 23,318,925 C Ordinary shares of £1.00 each.
- 1,227,313 C Ordinary shares of £1.00 each.
The A Ordinary and B Ordinary shares of £1 each, all rank pari passu in terms of fully voting rights, rights to dividends and distribution on a wind up basis.
On 1 April 2025, a capital redemption reserve was recognised on the cancellation of Ordinary C shares.
This was in accordance with a capital reduction and demerger transaction.
The capital redemption reserve has been utilised on the demerger, effectively, on the disposal of shares at fair value held in E E Solutions Limited.
On 1 April 2024 the group acquired 100% of the issued capital of MSRR 2 limited.
The goodwill arising on the acquisition of the business is attributable to the surplus paid on the net assets of the company, and totals £394,194.
At the year end, the group was committed to purchase energy totalling £43,212,836 (2024: £Nil)
The commitment to purchase energy extended to September 2028 (2024: None).
During the year, the group made energy sales totalling £19,404,677 (2024: £Nil) to E E Solutions Limited, a company controlled by a director and ultimate shareholder. At the year end, £3,114,193 (2024: £1,000,000 debtor) was due to E E Solutions Limited, as included in other creditors.
During the year, the group incurred consultancy and directors fees totaling £Nil (2024: £91,275) from UK Energy Analytics Limited, a company controlled by a director. At the year end, £Nil (2024: £8,376) was due to UK Energy Analytics Limited, as included within other creditors.
Included within other creditors are loan notes due to a family member of a director amounting to £12,785 (2024: £12,785).
During the year, the group procured legal services totalling £Nil (2024: £50,000) from Monica Saikia Limited, a company controlled by a director and ultimate shareholder.
All related party balances are non-interest bearing, unsecured and repayable on demand.