REGISTERED NUMBER: |
GB-Bio Limited |
Financial Statements for the Year Ended 31st December 2021 |
REGISTERED NUMBER: |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
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 |
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 |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
4. | TANGIBLE FIXED ASSETS |
Plant |
Land and | Pre-construction | construction |
buildings | costs | costs |
£ | £ | £ |
COST |
At 1st January 2021 |
Additions |
At 31st December 2021 |
DEPRECIATION |
At 1st January 2021 |
Charge for year |
At 31st December 2021 |
NET BOOK VALUE |
At 31st December 2021 |
At 31st December 2020 |
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 |
Additions |
At 31st December 2021 |
DEPRECIATION |
At 1st January 2021 |
Charge for year |
At 31st December 2021 |
NET BOOK VALUE |
At 31st December 2021 |
At 31st December 2020 |
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 |
Amounts owed by group undertakings |
Other debtors |
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 |
Trade creditors |
Other creditors |
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 |
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: | £ | £ |
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. |
for and on behalf of |
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. |