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.
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 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.
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.
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.
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, 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.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
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.
Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
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.
The average monthly number of persons (including directors) employed by the company during the year was:
Details of the company's subsidiaries at 31 December 2021 are as follows:
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).
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.
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.
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.
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.