Company registration number 15568031 (England and Wales)
MSRR 2 HOLDING LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
MSRR 2 HOLDING LIMITED
COMPANY INFORMATION
Directors
D Ballantyne
R Raichura
M Saikia
Company number
15568031
Registered office
Yorkshire Gas & Power
4305 Park Approach
Leeds
West Yorkshire
LS15 8GB
Auditor
Sumer Auditco Limited
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
MSRR 2 HOLDING LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Profit and loss account
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 28
MSRR 2 HOLDING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

New corporate group

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.

MSRR 2 HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Principal risks and uncertainties

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:

 

MSRR 2 HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Key performance indicators

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

D Ballantyne
Director
23 December 2025
MSRR 2 HOLDING LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the company and group continued to be that of energy trading activities and the holding of investments.

Results and dividends

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.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

D Ballantyne
R Raichura
M Saikia

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 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.

MSRR 2 HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -

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.

Future developments

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.

Auditor

The auditor, Sumer Auditco Limited, was appointed in the year and deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

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.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MSRR 2 HOLDING LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
D Ballantyne
Director
23 December 2025
MSRR 2 HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MSRR 2 HOLDING LIMITED
- 7 -
Opinion

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).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 our audit:

MSRR 2 HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MSRR 2 HOLDING LIMITED
- 8 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 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.

MSRR 2 HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MSRR 2 HOLDING LIMITED
- 9 -

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:

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.

Caroline Snape (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
Fourth Floor
Unit 5B, The Parklands
Bolton
BL6 4SD
23 December 2025
MSRR 2 HOLDING LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
Year
Period
ended
ended
31 March
31 March
2025
2024
Notes
£
£
Turnover
3
37,267,360
-
Cost of sales
(30,854,425)
-
0
Gross profit
6,412,935
-
Administrative expenses
(127,525)
-
0
Operating profit
4
6,285,410
-
Interest receivable and similar income
7
392,719
-
0
Other gains and losses on investments
8
486,669
-
Profit before taxation
7,164,798
-
Tax on profit
9
(1,646,975)
-
0
Profit for the financial year
17
5,517,823
-
0
Profit for the financial year is all attributable to the owners of the parent company.
MSRR 2 HOLDING LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
354,775
-
0
Total intangible assets
354,775
-
0
Current assets
Debtors
13
4,496,002
100
Investments
14
21,761,298
-
0
Cash at bank and in hand
414,722
-
0
26,672,022
100
Creditors: amounts falling due within one year
15
(6,460,036)
-
Net current assets
20,211,986
100
Net assets
20,566,761
100
Capital and reserves
Called up share capital
16
15,048,938
100
Profit and loss reserves
17
5,517,823
-
0
Total equity
20,566,761
100
The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
23 December 2025
D Ballantyne
Director
Company registration number 15568031 (England and Wales)
MSRR 2 HOLDING LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
11
15,048,838
-
0
Current assets
Debtors
13
100
100
Net current assets
100
100
Net assets
15,048,938
100
Capital and reserves
Called up share capital
16
15,048,938
100

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).

The financial statements were approved by the board of directors and authorised for issue on 23 December 2025 and are signed on its behalf by:
23 December 2025
D Ballantyne
Director
Company registration number 15568031 (England and Wales)
MSRR 2 HOLDING LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 16 March 2024
-
0
-
0
-
0
-
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
-
-
Issue of share capital
16
100
-
-
100
Balance at 31 March 2024
100
-
0
-
0
100
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
5,517,823
5,517,823
Issue of share capital
16
39,595,076
-
-
39,595,076
Redemption of shares
17
-
24,546,238
-
24,546,238
Reduction of shares
17
(24,546,238)
-
-
(24,546,238)
Other movements
17
-
(24,546,238)
-
(24,546,238)
Balance at 31 March 2025
15,048,938
-
0
5,517,823
20,566,761
MSRR 2 HOLDING LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
Share capital
Capital redemption reserve
Total
Notes
£
£
£
Balance at 16 March 2024
-
0
-
0
-
Period ended 31 March 2024:
Profit and total comprehensive income for the period
-
-
-
0
Issue of share capital
16
100
-
100
Balance at 31 March 2024
100
-
0
100
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
0
Issue of share capital
16
39,595,076
-
39,595,076
Redemption of shares
17
-
24,546,238
24,546,238
Reduction of shares
17
(24,546,238)
-
(24,546,238)
Other movements
17
-
(24,546,238)
(24,546,238)
Balance at 31 March 2025
15,048,938
-
0
15,048,938
MSRR 2 HOLDING LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
22
8,387,948
-
0
Income taxes paid
(2,706,761)
-
0
Net cash inflow from operating activities
5,681,187
-
Investing activities
Proceeds from disposal of subsidiaries, net of cash disposed
1,480
-
Purchase of short term investments
(5,660,664)
-
Interest received
27,601
-
0
Dividends received
365,118
-
0
Net cash used in investing activities
(5,266,465)
-
Net increase in cash and cash equivalents
414,722
-
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
414,722
-
0
MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 16 -
1
Accounting policies
Company information

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.

1.1
Reporting period

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.

1.2
Basis of preparation

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.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation

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.

1.5
Going concern

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.

1.6
Turnover

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.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Fixed asset investments

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.

MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 18 -

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.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

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

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

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.

Impairment of financial assets

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.

MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
Derecognition of financial assets

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.

Classification of 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 group after deducting all of its liabilities.

Basic financial 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.

Own use contracts

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

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.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -
Current 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

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.

1.13

Dividend income

Dividend income receivable from subsidiary companies is recognised in the period they are voted.

2
Judgements and key sources of estimation uncertainty

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.

3
Turnover and other revenue

Turnover relates to energy trading activities solely provided with the United Kingdom.

2025
2024
£
£
Other revenue
Interest income
27,601
-
Dividends received
365,118
-
MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Amortisation of intangible assets
39,419
-
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
5,000
-
Audit of the financial statements of the company's subsidiaries
7,000
-
12,000
-

The parent company audit fee is bourne through its subsidiary.

6
Employees

The average monthly number of persons employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Total
-
-
0
0
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
15,914
-
0
Other interest income
11,687
-
Total interest revenue
27,601
-
Other income from investments
Dividends received
365,118
-
0
Total income
392,719
-
0
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
15,914
-
MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 22 -
8
Other gains and losses
2025
2024
£
£
Fair value gains/(losses) on financial instruments
Gain on financial assets held at fair value through profit or loss
242,023
-
Other gains/(losses)
Gain on disposal of financial assets held at fair value through profit or loss
244,646
-
486,669
-
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
1,655,725
-
0
Adjustments in respect of prior periods
(8,750)
-
0
Total current tax
1,646,975
-
0

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:

2025
2024
£
£
Profit before taxation
7,164,798
-
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,791,200
-
Tax effect of expenses that are not deductible in determining taxable profit
17,054
-
0
Tax effect of income not taxable in determining taxable profit
(5,785)
-
0
Gains not taxable
(60,505)
-
0
Adjustments in respect of prior years
(8,750)
-
0
Dividend income
(86,239)
-
Taxation charge
1,646,975
-
MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 23 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 April 2024
-
0
Additions
394,194
At 31 March 2025
394,194
Amortisation and impairment
At 1 April 2024
-
0
Amortisation charged for the year
39,419
At 31 March 2025
39,419
Carrying amount
At 31 March 2025
354,775
At 31 March 2024
-
0
The company had no intangible fixed assets at 31 March 2025 or 31 March 2024.
11
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
12
-
0
-
0
15,048,838
-
0
MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
11
Fixed asset investments
(Continued)
- 24 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024
-
Additions
42,398,076
Disposals
(27,349,238)
At 31 March 2025
15,048,838
Impairment
At 1 April 2024
-
Impairment losses
(2,803,000)
Disposals
2,803,000
At 31 March 2025
-
Carrying amount
At 31 March 2025
15,048,838
At 31 March 2024
-
12
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
MSRR 2 Limited
1
Investments and energy trading activities
Ordinary A & B shares
100.00

Registered office addresses (all UK unless otherwise indicated):

1
4305 Park Approach, Leeds, LS15 8GB
13
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Unpaid share capital
100
100
100
100
Other debtors
7,588
-
-
0
-
0
Prepayments and accrued income
4,488,314
-
0
-
0
-
0
4,496,002
100
100
100
MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
14
Current asset investments
Group
Company
2025
2024
2025
2024
£
£
£
£
Unlisted investments
21,761,298
-
-
-
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
1,750
-
0
-
0
-
0
Corporation tax payable
852,074
-
0
-
0
-
0
Other creditors
3,126,978
-
0
-
0
-
0
Accruals and deferred income
2,479,234
-
0
-
0
-
0
6,460,036
-
-
0
-
0
16
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary A shares of £1 each
14,296,492
95
14,296,492
95
Ordinary B shares of £1 each
752,446
5
752,446
5
15,048,938
100
15,048,938
100

Other debtors includes £100 (2024: £100) unpaid share capital.

MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
16
Share capital
(Continued)
- 26 -

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.

17
Capital redemption reserve

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.

MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
18
Acquisition of a business

On 1 April 2024 the group acquired 100% of the issued capital of MSRR 2 limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Investments in subsidiaries
2,803,000
(2,803,000)
-
Short term investments
15,613,965
-
15,613,965
Debtors
4,243,709
-
4,243,709
Cash and cash equivalents
1,480
-
1,480
Creditors
(3,292,650)
-
(3,292,650)
Tax liabilities
(1,911,860)
-
(1,911,860)
Total identifiable net assets
17,457,644
(2,803,000)
14,654,644
Goodwill
394,194
Total consideration
15,048,838
The consideration was satisfied by:
£
Issue of shares
15,048,838
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
37,267,360
Profit after tax
5,557,242

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.

19
Financial commitments, guarantees and contingent liabilities

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).

MSRR 2 HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 28 -
20
Related party transactions

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.

21
Controlling party

The ultimate controlling party is R Raichura by virtue of his majority shareholding in MSRR 2 Holding Limited.

22
Cash generated from group operations
2025
2024
£
£
Profit after taxation
5,517,823
-
Adjustments for:
Taxation charged
1,646,975
-
0
Investment income
(392,719)
-
0
Amortisation and impairment of intangible assets
39,419
-
Other gains and losses
(486,669)
-
Movements in working capital:
Increase in debtors
(252,193)
-
Increase in creditors
2,315,312
-
Cash generated from operations
8,387,948
-
23
Analysis of changes in net funds - group
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
-
414,722
414,722
2025-03-312024-04-01falsefalseCCH SoftwareCCH Accounts Production 2025.200D BallantyneR RaichuraM Saikiafalse15568031bus:Consolidated2024-04-012025-03-31155680312024-04-012025-03-3115568031bus:Director12024-04-012025-03-3115568031bus:Director22024-04-012025-03-3115568031bus:Director32024-04-012025-03-3115568031bus:RegisteredOffice2024-04-012025-03-31155680312025-03-3115568031bus:Consolidated2025-03-3115568031bus:Consolidated2024-03-162024-03-31155680312024-03-162024-03-3115568031core:Goodwillbus:Consolidated2025-03-3115568031core:Goodwillbus:Consolidated2024-03-3115568031bus:Consolidated2024-03-3115568031core:ShareCapitalbus:Consolidated2025-03-3115568031core:ShareCapitalbus:Consolidated2024-03-3115568031core:RetainedEarningsAccumulatedLossesbus:Consolidated2024-03-31155680312024-03-3115568031core:ShareCapital2025-03-3115568031core:ShareCapital2024-03-3115568031core:ShareCapitalbus:Consolidated2024-03-1515568031core:CapitalRedemptionReservebus:Consolidated2024-03-15155680312024-03-1515568031core:CapitalRedemptionReservebus:Consolidated2024-03-3115568031core:CapitalRedemptionReservebus:Consolidated2025-03-3115568031core:RetainedEarningsAccumulatedLossesbus:Consolidated2025-03-3115568031core:ShareCapital2024-03-1515568031core:CapitalRedemptionReserve2024-03-1515568031core:CapitalRedemptionReserve2024-03-3115568031core:CapitalRedemptionReserve2025-03-3115568031core:ShareCapitalbus:Consolidated2024-03-162024-03-3115568031core:ShareCapitalbus:Consolidated2024-04-012025-03-3115568031core:ShareCapital2024-03-162024-03-3115568031core:ShareCapital2024-04-012025-03-3115568031bus:Consolidated2024-03-1515568031core:Goodwill2024-04-012025-03-3115568031core:UKTaxbus:Consolidated2024-04-012025-03-3115568031core:UKTaxbus:Consolidated2024-03-162024-03-3115568031bus:Consolidated12024-04-012025-03-3115568031bus:Consolidated12024-03-162024-03-3115568031core:Goodwillbus:Consolidated2024-03-3115568031core:Goodwillbus:Consolidated2024-04-012025-03-3115568031core:Subsidiary12024-04-012025-03-3115568031core:Subsidiary112024-04-012025-03-3115568031core:CurrentFinancialInstrumentsbus:Consolidated2025-03-3115568031core:CurrentFinancialInstrumentsbus:Consolidated2024-03-3115568031core:CurrentFinancialInstruments2025-03-3115568031core:CurrentFinancialInstruments2024-03-3115568031core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2025-03-3115568031core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2024-03-3115568031core:CurrentFinancialInstrumentscore:WithinOneYear2025-03-3115568031core:CurrentFinancialInstrumentscore:WithinOneYear2024-03-3115568031bus:PrivateLimitedCompanyLtd2024-04-012025-03-3115568031bus:FRS1022024-04-012025-03-3115568031bus:Audited2024-04-012025-03-3115568031bus:ConsolidatedGroupCompanyAccounts2024-04-012025-03-3115568031bus:FullAccounts2024-04-012025-03-31xbrli:purexbrli:sharesiso4217:GBP