Company Registration No. 11430503 (England and Wales)
Bio Capital Ltd
Financial statements
for the year ended 31 December 2021
Pages for filing with the Registrar
Bio Capital Ltd
Contents
Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 15
Bio Capital Ltd
Statement of financial position
As at 31 December 2021
Page 1
2021
2020
Notes
£
£
£
£
Fixed assets
Tangible assets
5
29,095
5,227
Investments
6
9,135,782
2,933,613
9,164,877
2,938,840
Current assets
Debtors
8
162,004,339
174,886,452
Cash at bank and in hand
1,562,940
4,427,285
163,567,279
179,313,737
Creditors: amounts falling due within one year
9
(4,392,793)
(18,967,005)
Net current assets
159,174,486
160,346,732
Total assets less current liabilities
168,339,363
163,285,572
Creditors: amounts falling due after more than one year
10
(173,800,580)
(173,808,887)
Net liabilities
(5,461,217)
(10,523,315)
Capital and reserves
Called up share capital
11
17,388
17,388
Profit and loss reserves
(5,478,605)
(10,540,703)
Total equity
(5,461,217)
(10,523,315)

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.

Bio Capital Ltd
Statement of financial position (continued)
As at 31 December 2021
Page 2
The financial statements were approved by the board of directors and authorised for issue on 30 June 2022 and are signed on its behalf by:
Anthony Peter Sharpe
Director
Company Registration No. 11430503
Bio Capital Ltd
Statement of changes in equity
For the year ended 31 December 2021
Page 3
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2020
13,272
(4,705,889)
(4,692,617)
Year ended 31 December 2020:
Loss and total comprehensive income for the year
-
(5,834,814)
(5,834,814)
Issue of share capital
11
4,116
-
4,116
Balance at 31 December 2020
17,388
(10,540,703)
(10,523,315)
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
5,062,098
5,062,098
Balance at 31 December 2021
17,388
(5,478,605)
(5,461,217)
Bio Capital Ltd
Notes to the financial statements
For the year ended 31 December 2021
Page 4
1
Accounting policies
Company information

Bio Capital 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.

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 the revaluation of certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company and group are exempt from preparing consolidated financial statements as the investments are held as part of an investment portfolio and are held at fair value with the changes in fair value recognised in the income statement in compliance with Financial Reporting Standard 102 section 9.9C(a).

1.2
Going concern

The financial statements are prepared on a going concern basis. trueThe company has received assurances from the shareholders that they will continue to provide financial support for a period of at least 12 months from the date of signing the financial statements. The interest and compound interest accruing on the shareholder loans will not be demanded to be repaid within the next twelve months. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.

1.3
Turnover

Turnover is based on the following policies:

 

Management fee revenues are recognised as services are provided to the investment entities.

 

Other revenue is recognised based on amounts recharged to the investment entities for expenses paid on their behalf.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
1
Accounting policies (continued)
Page 5

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
3 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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.

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
1
Accounting policies (continued)
Page 6
1.7
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.

1.8
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.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
1
Accounting policies (continued)
Page 7
1.9
Equity instruments

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

1.10
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
1
Accounting policies (continued)
Page 8
1.13
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.

1.14

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.

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.

Valuation of investments

Investments in companies held as part of an investment portfolio are measured at fair value, with changes in fair value recognised in the income statement in accordance with Financial Reporting Standard 102 section 9.9C(a).

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.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
Page 9
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Recoverability of debtors and intercompany balances

The directors establish a provision for debts that are estimated not recoverable. When assessing the recoverability the directors consider factors such as the ageing of the debts, past experience of recoverability, and the credit profile of individual or groups of customers, as well as the financial performance and forecasts of group companies who have outstanding intercompany balances at the year end.

Valuation of investments

The directors conduct valuation reviews of investments in companies held as part of an investment portfolio in accordance with the relevant accounting standards. Fair value movements are recognised in the income statement. The directors review the underlying assets held by the investments and review the performance of the assets and the forecasts prepared to determine the fair value, using a discount rate of 9.25% to 9.75% over a specified period of time.

3
Employees

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

2021
2020
Number
Number
Total
13
9
4
Interest payable and similar expenses
2021
2020
£
£
Interest payable to shareholders
20,343,019
19,315,700
Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 10
5
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2021
6,879
Additions
28,587
At 31 December 2021
35,466
Depreciation and impairment
At 1 January 2021
1,652
Depreciation charged in the year
4,719
At 31 December 2021
6,371
Carrying amount
At 31 December 2021
29,095
At 31 December 2020
5,227
6
Fixed asset investments
2021
2020
£
£
Shares in group undertakings
9,135,782
2,933,613

During the year, investments in all except two subsidiaries were disposed of through a restructure that resulted in them being transferred to a subsidiary entity. The two remaining investments are both held at fair value with any movements being recognised through the profit and loss account.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
6
Fixed asset investments (continued)
Page 11
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2021
2,933,613
Valuation changes
9,135,781
Disposals
(4,232,501)
At 31 December 2021
7,836,893
Impairment
At 1 January 2021
-
Disposals
(1,298,889)
At 31 December 2021
(1,298,889)
Carrying amount
At 31 December 2021
9,135,782
At 31 December 2020
2,933,613
7
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
Barkip Biogas Holdings Ltd
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
100
Bio Capital Holdings Limited
England*
Holding vehicle for a portfolio of anearobic digestion investments
Ordinary
100

Registered office addresses (all UK unless otherwise indicated):

*
Hyde Hall Farm, Buntingford, Hertfordshire, England, SG9 0RU
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
7
Subsidiaries (continued)
Page 12
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Barkip Biogas Holdings Ltd
1
-
0
Bio Capital Holdings Limited
703,975
703,974
8
Debtors
2021
2020
Amounts falling due within one year:
£
£
Trade debtors
416,201
-
0
Amounts owed by group undertakings
9,425,053
20,356,903
Other debtors
123,667
288,656
9,964,921
20,645,559
Included in trade debtors is £296,518 due to group undertakings and £119,683 due to a related party.
2021
2020
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
152,039,418
154,240,893
Total debtors
162,004,339
174,886,452

Included in amounts owed by group undertakings are loans due from subsidiary companies which are unsecured at interest rates of 11%, 8.5% and 10.9%. For a description of the balances, conditions and amounts due from each related party, please see note 13.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 13
9
Creditors: amounts falling due within one year
2021
2020
£
£
Trade creditors
8,196
135,514
Amounts owed to group undertakings
17,309
17,309
Other creditors
4,367,288
18,814,182
4,392,793
18,967,005

Amounts owed to investment entities are unsecured, interest free and payable on demand. These amounts are included within other creditors.

 

Included in other creditors is £3,719,317 accrued interest due to shareholders.

 

10
Creditors: amounts falling due after more than one year
2021
2020
£
£
Other creditors
173,800,580
173,808,887

Shareholders' loans are listed as Eurobond loan notes on The International Stock Exchange. The shareholders' loans are unsecured and payable by 2048. The loan notes are interest bearing at 11% fixed rate.

 

These amounts fall due after more than 5 years.

11
Called up share capital
2021
2020
2021
2020
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
A ordinary shares of 1p each
135,256
135,256
1,353
1,353
B ordinary shares of 1p each
1,603,488
1,603,488
16,035
16,035
1,738,744
1,738,744
17,388
17,388

A ordinary shares carry no voting right but the B ordinary share grant the holder a right to vote. Both classes of shares grant the holders the right to receive dividend and a distribution of assets on a liquidation of the company on a pro rate basis.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 14
12
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.
13
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

 

As at 31 December 2021, an amount of £5 (2020: £5) was due from shareholders for unpaid share capital. This amount is included in other debtors.

 

As at 31 December 2021, an amount of £8,580 (2020: £8,580) was due from Energen Biogas Holdco Ltd, a group undertaking, and is included in amounts owed by group undertakings due within one year.

 

As at 31 December 2021, an amount of £1,262,294 (2020: £1,262,294) was due from Geco Holdco Ltd, a group undertaking, and is included in amounts owed by group undertakings due within one year.

 

As at 31 December 2021, an amount of £2,943 (2020: £2,943) was due from Paragon Efficiencies Ltd, a group undertaking, and is included in amounts owed by group undertakings due within one year.

 

In the year to 31 December 2021, £56,400 (2020: £nil) was received as management fee income from Bio Capital 2 Limited, a related party. At the year-end the full balance remained in current assets as an amount receivable from a related party.

 

As at 31 December 2021, an amount of £86,900,389 (2020: £86,900,389) was due to Helios 3 Biogas UK 1 LP, a shareholder of the company. This amount is included in shareholders' loans. Accrued interest on this balance of £1,841,683 (2020: £8,272,769) is included within other creditors due within one year. An interest charge of £9,962,354 (2020: £9,652,263) on the shareholder loan is included in the profit and loss account for the year to 31 December 2021.

 

As at 31 December 2021, an amount of £86,900,191 (2020: £86,900,191) was due to Equitix AD Co Limited, a shareholder of the company. This amount is included in shareholders' loans. Accrued interest on this balance of £1,877,634 (2020: £8,278,529) is included within other creditors due within one year. An interest charge of £9,986,737 (2020: £9,658,041) on the shareholder loan is included in the profit and loss account for the year to 31 December 2021.

 

In the year to 31 December 2021, an amount of £8,307 due to Aurium AD Limited, a shareholder of the company, was written off. This amount was previously included in shareholders' loans.

Bio Capital Ltd
Notes to the financial statements (continued)
For the year ended 31 December 2021
Page 15
14
Parent company

The directors do not consider there to be a controlling party.

15
Commitments and guarantees

As at 31 December 2021, included within amounts owed by group undertakings, guarantees have been made by Bio Capital Limited stating that the loans to Barkip Biogas Holding Limited (£3,104,699) and Bio Capital Holdings Limited (£148,602,010) will not be recalled within the next twelve months.

 

Long-term bank loans within the group are secured by fixed and floating charges over the undertaking and all property and assets present and future including land, shares and securities, intellectual property, monetary claims, plant and equipment, goodwill, uncalled capital, assigned contracts and assigned insurances.

 

 

 

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