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REGISTERED NUMBER: 05847148 (England and Wales)


















GB-Bio Limited

Financial Statements for the Year Ended 31st December 2021






GB-Bio Limited (Registered number: 05847148)






Contents of the Financial Statements
for the year ended 31st December 2021




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


GB-Bio Limited

Company Information
for the year ended 31st December 2021







DIRECTORS: M Bradley
J S Saunt
S Saunt
D H Jones
A Bradley





REGISTERED OFFICE: Office 71
The Colchester Centre
Hawkins Road
Colchester
CO2 8JX





REGISTERED NUMBER: 05847148 (England and Wales)





AUDITORS: Smailes Goldie
Chartered Accountants
Statutory Auditor
Regent's Court
Princess Street
Hull
East Yorkshire
HU2 8BA

GB-Bio Limited (Registered number: 05847148)

Balance Sheet
31st December 2021

2021 2020
(Unaudited)
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 59,690,471 60,377,086

CURRENT ASSETS
Debtors 5 3,808,229 256,492
Cash at bank 23,837 23,813
3,832,066 280,305
CREDITORS
Amounts falling due within one year 6 751,103 263,331
NET CURRENT ASSETS 3,080,963 16,974
TOTAL ASSETS LESS CURRENT
LIABILITIES

62,771,434

60,394,060

CREDITORS
Amounts falling due after more than one
year

7

102,589,510

92,183,849
NET LIABILITIES (39,818,076 ) (31,789,789 )

CAPITAL AND RESERVES
Called up share capital 8 1 1
Retained earnings (39,818,077 ) (31,789,790 )
SHAREHOLDERS' FUNDS (39,818,076 ) (31,789,789 )

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 27th November 2023 and were signed on its behalf by:





D H Jones - Director


GB-Bio Limited (Registered number: 05847148)

Notes to the Financial Statements
for the year ended 31st December 2021

1. STATUTORY INFORMATION

GB-Bio Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The company is reliant on funding to complete the project and reach commercial production which will ultimately allow the company to generate sufficient cash to sustain itself as a going concern for the foreseeable future. The directors have obtained letters of support from shareholders and these financial statements have been prepared on the understanding that the company will continue to be financially supported.

The letters of support express intention to provide support on a non-binding basis and reserve the right to inform the company if circumstances change. Until the plant has reached commercial production, a degree of uncertainty exists.

The directors, having considered the available information, including forecasts for the period to November 2024 and beyond and the continued support from shareholders, have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

GB-Bio Limited (Registered number: 05847148)

Notes to the Financial Statements - continued
for the year ended 31st December 2021

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets consist of pre-construction and development costs in relation to the construction of a 23MW biomass plant which have been incurred since incorporation. Depreciation on assets is calculated using the straight-line method to allocate the cost to their residual values over their estimated useful lives. Land is not depreciated.

Land and buildings- No depreciation
Pre-construction costs- 5% on cost
Development costs- 5% on cost
Other equipment- 25% on cost

Impairment of fixed assets
Fixed assets, primarily being the 23MW biomass plant, are reviewed for indicators of impairment on an annual basis. If indicators of impairment are present, an impairment review is performed in which the recoverable amount of the asset is assessed. This assessment is made with reference to the present value of the future cash flows expected to be derived from its value in use, or its expected fair value on sale.

Financial and technical assumptions that underpin the assessment of value in use are based on the most recent management forecasts. The forecasts include all the necessary costs expected to be incurred to generate the cash inflows from the relevant assets in their current state and condition.

The discount rates applied to the underlying forecasts (to take account of future risk and the time value of money) also represent an important assumption. These rates are reviewed annually with input from external experts. Market volatility, interest rates and inflation rates all impact the underlying calculation of these discount rates.

Impairment arises where management determines that the carrying amount of an asset exceeds its recoverable amount.

Debtors
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors
Short term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

GB-Bio Limited (Registered number: 05847148)

Notes to the Financial Statements - continued
for the year ended 31st December 2021

2. ACCOUNTING POLICIES - continued

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Accordingly, the Company has not recognised deferred tax assets of £13,214,810 in respect of deductible temporary differences carry forward tax losses as it is not currently probable that relevant taxable profits will be available in future.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 17 (2020 - 18 ) .

4. TANGIBLE FIXED ASSETS
Plant
Land and Pre-construction construction
buildings costs costs
£    £    £   
COST
At 1st January 2021 2,854,020 727,805 64,479,723
Additions - - 2,713,920
At 31st December 2021 2,854,020 727,805 67,193,643
DEPRECIATION
At 1st January 2021 - 87,939 7,620,140
Charge for year - 36,337 3,361,870
At 31st December 2021 - 124,276 10,982,010
NET BOOK VALUE
At 31st December 2021 2,854,020 603,529 56,211,633
At 31st December 2020 2,854,020 639,866 56,859,583

GB-Bio Limited (Registered number: 05847148)

Notes to the Financial Statements - continued
for the year ended 31st December 2021

4. TANGIBLE FIXED ASSETS - continued

Other Computer
equipment equipment Totals
£    £    £   
COST
At 1st January 2021 12,631 26,005 68,100,184
Additions - 7,436 2,721,356
At 31st December 2021 12,631 33,441 70,821,540
DEPRECIATION
At 1st January 2021 6,206 8,813 7,723,098
Charge for year 3,160 6,604 3,407,971
At 31st December 2021 9,366 15,417 11,131,069
NET BOOK VALUE
At 31st December 2021 3,265 18,024 59,690,471
At 31st December 2020 6,425 17,192 60,377,086

Fixed assets, primarily being the 23MW biomass plant, are reviewed for potential indicators of impairment on an annual basis. When If indicators of impairment are present, an impairment review is performed, in which the recoverable amount of the asset is assessed. This assessment is made with reference to the present value of the future cash flows expected to be derived from its value in use, or its expected fair value on sale.

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2021 2020
(Unaudited)
£    £   
Trade debtors 672 18,296
Amounts owed by group undertakings 1,070 -
Other debtors 3,806,487 238,196
3,808,229 256,492

Included within other debtors is an amount of £3,600,000. This amount was paid during the year and is to be held by a fuel supplier as security for the performance of this company's obligations under a fuel supply agreement. This advance payment is treated as a deposit for the first year's fuel to be supplied to the plant.

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2021 2020
(Unaudited)
£    £   
Hire purchase contracts 1,070 1,770
Trade creditors 645,140 202,715
Other creditors 104,893 58,846
751,103 263,331

GB-Bio Limited (Registered number: 05847148)

Notes to the Financial Statements - continued
for the year ended 31st December 2021

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2021 2020
(Unaudited)
£    £   
Amounts owed to group undertakings 102,589,510 92,183,849

Included in the amounts owed to group undertakings, is an amount of £96,429,507 owed to Biomass 21 Renewable Energy Limited, a fellow subsidiary company.

On 11 August 2022, GB-Bio Limited refinanced its borrowings from Biomass 21 Renewable Energy Limited by issuing Loan Notes described as '2022 Loan Notes'. These loan notes accrue interest at the rate of one per cent per annum and have a final redemption date in February 2037.

Interest under the new loan notes agreement includes an amount on £1,197,143 that covers earlier periods up to 31 December 2020. This interest, together with interest for the year to 31 December 2021, has been included in the Income Statement.

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2021 2020
value: £    £   
1,429 Ordinary £0.00 1 1 1

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.


Material uncertainty related to going concern
We draw attention to note 2 of the financial statements which states that the company is reliant on funding to complete the project and reach commercial production which will ultimately allow the company to generate sufficient cash to sustain itself as a going concern for the foreseeable future. These financial statements have been prepared on the going concern basis on the understanding that the company will continue to be financially supported. As described in note 2 to the financial statements, the directors have considered the long term financial forecast and funding available to the company in reaching this conclusion.

These conditions indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

Emphasis of matter - Impairment of tangible fixed assets
We draw attention to note 2 of the financial statements which describes the steps taken by management in performing an impairment review of the company's tangible fixed assets. Our opinion is not modified in respect of this matter.

Other matter - Prior period unaudited
The prior period financial statements are unaudited.

William Cowell ACA (Senior Statutory Auditor)
for and on behalf of Smailes Goldie

GB-Bio Limited (Registered number: 05847148)

Notes to the Financial Statements - continued
for the year ended 31st December 2021

10. PENSION COMMITMENTS

During the year the company paid contributions of £16,387 (2020: £17,379) to money purchase pension schemes. The amount of outstanding contributions at 31 December 2021 was £nil (2020: £nil).

11. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

12. ULTIMATE CONTROLLING PARTY

The company is controlled by Solar 21 Renewable Energy Limited, a company registered in Ireland, of which M Bradley is the majority shareholder.