Company Registration No. 11491564 (England and Wales)
Energen Biogas Holdco Ltd
Financial statements
for the year ended 31 December 2021
Pages for filing with the Registrar
Energen Biogas Holdco Ltd
Contents
Page
Statement of financial position
1
Notes to the financial statements
2 - 12
Energen Biogas Holdco Ltd
Statement of financial position
As at 31 December 2021
Page 1
2021
2020
Notes
£
£
£
£
Fixed assets
Investments
5
38,907,346
38,907,346
Current assets
Debtors
6
7,521,719
7,490,610
Creditors: amounts falling due within one year
7
(6,214,311)
(3,544,181)
Net current assets
1,307,408
3,946,429
Total assets less current liabilities
40,214,754
42,853,775
Creditors: amounts falling due after more than one year
8
(45,362,132)
(46,343,123)
Net liabilities
(5,147,378)
(3,489,348)
Capital and reserves
Called up share capital
10
24,523
24,523
Profit and loss reserves
(5,171,901)
(3,513,871)
Total equity
(5,147,378)
(3,489,348)

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 29 June 2022 and are signed on its behalf by:
Anthony Peter Sharpe
Director
Company Registration No. 11491564
Energen Biogas Holdco Ltd
Notes to the financial statements
For the year ended 31 December 2021
Page 2
1
Accounting policies
Company information

Energen Biogas Holdco Ltd is a private company limited by shares incorporated in England and Wales. The registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, SG9 0RU.

 

The principal activity of the company during the year was that of a holding vehicle for a portfolio of anaerobic digestion investments.

1.1
Accounting convention

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.3
Going concern

These financial statements have been prepared on a going concern basis. The directors, having

considered the financial position and performance of the company for the period of at least twelve months from the date of approval of these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the company to continue as a going concern. In addition, the directors have received a letter of support from their parent company, stating that financial support will be available and interest and accrued interest that is outstanding will not be repayable within twelve months from the date of signing the financial statements. Accordingly, the directors have a reasonable expectation that the company will continue in operational existence and thus the adopt the going concern basis of accounting in preparing the financial statements.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. The investment value comprises of the consideration paid plus capitalised legal ad professional fees.

Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
1
Accounting policies (continued)
Page 3

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.5
Financial instruments

The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, 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.

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 company 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.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
1
Accounting policies (continued)
Page 4
1.7
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.8

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are

recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

1.9

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 5
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the company’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Impairment of investments in subsidiaries

The company conducts impairment reviews of investments in subsidiaries whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable or tests for impairment annually in accordance with the relevant accounting standards. Determining whether an asset is impaired requires an estimation of the recoverable amount which requires the company to estimate the value in use which is based on future cash flows and a suitable discount factor in order to calculate the present value. Where the actual cash flows are less than expected, an impairment loss may arise. After reviewing the business environment and the company's strategies and past performance of its cash generating units, management concluded that there was no impairment of investments in subsidiaries at the current year end.

Recoverability of amounts due from group undertakings

In conducting impairment reviews of investments in subsidiaries, the company is also determining whether the amounts receivable from the subsidiaries require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the subsidiaries to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts due from group undertakings at the current year end.

Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 6
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2021
2020
Number
Number
Total
3
4
Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 7
4
Subsidiaries

Details of the company's subsidiaries at 31 December 2021 are as follows:

Name of undertaking
Address
Nature of business
Class of
shares held
% Held
Direct
Energen Biogas Limited
Dunns Wood Road, Wardpark South Industrial Estate, Cumbernauld, United Kingdom, G67 3EN
Anaerobic digestion plant
Ordinary
50
Paragon Efficiencies Limited
Suite 1a Kestrel View, Strathclyde Business Park, Bellshill, Scotland, ML4 3PB
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
100
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Energen Biogas Limited
235,281
973,186
Paragon Efficiencies Limited
2,485,957
-
0
5
Fixed asset investments
2021
2020
£
£
Shares in group undertakings
38,907,346
38,907,346
Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
5
Fixed asset investments (continued)
Page 8
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2021 & 31 December 2021
38,907,346
Carrying amount
At 31 December 2021
38,907,346
At 31 December 2020
38,907,346
6
Debtors
2021
2020
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
7,521,442
7,490,333
Other debtors
277
277
7,521,719
7,490,610
Amounts owed by group undertakings include an amount of £7,521,442 due to a subsidiary (2020: £7,490,333), of which £7,469,601 is unsecured, interest bearing at 10.9% per annum and repayable on demand. While the capital is repayable on demand, interest is repayable on a quarterly basis. Amounts owed by group undertakings includes interest receivable totalling £nil (2020: £nil). The remaining balance of £51,842 (2020: £20,732) is unsecured, interest free and repayable on demand.
Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 9
7
Creditors: amounts falling due within one year
2021
2020
£
£
Amounts owed to group undertakings
5,343,884
3,091,001
Taxation and social security
51,842
20,732
Other creditors
818,585
432,448
6,214,311
3,544,181

Amounts owed to group undertakings include an amount due to a subsidiary of £981,390 (2020: £981,390) which is unsecured and interest bearing at 10.9%. Amounts owed to group undertakings includes interest payable totalling £4,353,909 due to the parent company (2020: £2,101,026). The remaining balance of £8,585 (2020: £8,585) is unsecured, interest free and repayable on demand. Included in other creditors is accrued interest on shareholders loans of £818,585 (2020: £432,448).

8
Creditors: amounts falling due after more than one year
2021
2020
£
£
Amounts owed to group undertakings and related parties
45,362,132
46,343,123

Amounts owed to group undertakings and related parties are unsecured, interest bearing at 10.9% per annum and payable by fixed term in 2036. Amounts owed to group undertakings and related parties includes an amount of £45,362,132 (2020: £46,343,123) which is payable in more than 5 years.

9
Loans and overdrafts
2021
2020
£
£
Loans from group undertakings and related parties
41,504,014
42,420,293
Other loans
3,858,118
3,922,830
45,362,132
46,343,123
Payable after one year
45,362,132
46,343,123
Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 10
10
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 1p each
2,043,702
2,043,702
20,437
20,437
B ordinary shares of 2.89p each
141,376
141,376
4,086
4,086
2,185,078
2,185,078
24,523
24,523
11
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Jamie Cassell and the auditor was Saffery Champness LLP.
Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 11
12
Related party transactions

Included in interest payable and other similar expenses in the profit and loss account for the year is £4,592,949 payable to Bio Capital Finance Ltd, and £927,258 (2020: £5,204,873) payable to shareholders R J Etherson (£249,862), G Waddell (£107,082), Zeus Renewable Ltd (£135,563) and Bio Capital Ltd (£434,751).

 

Included in interest receivable and other similar income in the profit and loss account for the year is £814,187 (2020: £816,417) interest receivable and £3,047,990 (2020: £2,986,465) dividend income from Energen Biogas Limited.

 

As at 31 December 2021, an amount of £7,521,442 (2020: £7,490,332) was due from Energen Biogas Limited, a subsidiary undertaking. This amount is included in amounts owed by group undertakings due within one year.

 

As at 31 December 2021, an amount of £41,504,014 (2020: £nil) was due to Bio Capital Finance Ltd, the parent undertaking. This amount is included in amounts owed to group undertakings due in more than one year. Interest payable on this loan of £4,353,909 (2020: £nil) is included in amounts owed to group undertakings due within one year.

 

As at 31 December 2021, an amount of £nil (2020: £42,420,293) was due to Bio Capital Ltd, the parent undertaking. Interest payable on this loan for the year is £nil (2020: £2,101,026).

 

As at 31 December 2021, an amount of £2,051,842 (2020: £2,097,140) was due to R J Etherson, a shareholder and director of the company. This amount is included in shareholders' loans. Interest payable on this loan of £293,112 (2020: £58,817) is included in accruals.

 

As at 31 December 2021, an amount of £879,361 (2020: £898,774) was due to G Waddell, a

shareholder and former director of the company. This amount is included in shareholders' loans. Interest payable on this loan of £124,622 (2020: £137,239) is included in accruals.

 

As at 31 December 2021, an amount of £926,916 (2020: £926,916) was due to Zeus Renewables Limited, a shareholder of the company. This amount is included in shareholders' loans. Interest payable on this loan of £400,852 (2020: £236,391) is included in accruals.

 

Energen Biogas Holdco Limited has taken the exemption in accordance with FRS102 section 33 for subsidiary undertakings to not disclose related party transactions with other entities where the relationship is as such that they are wholly owned. Therefore, transactions of this nature have not been disclosed.

 

Energen Biogas Holdco Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 12
13
Parent company

The immediate parent undertaking is Bio Capital Finance Limited, a company incorporated in England and Wales. The address of its registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU.

 

Bio Capital Finance Ltd became the immediate parent company on 31 March 2021.

 

The directors do not consider there to be an ultimate controlling party.

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