Company registration number 14270833 (England and Wales)
BIOTICNRG LTD
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
PAGES FOR FILING WITH REGISTRAR
BIOTICNRG LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
BIOTICNRG LTD
BALANCE SHEET
AS AT 31 AUGUST 2023
31 August 2023
- 1 -
2023
Notes
£
£
Fixed assets
Investments
4
10,091,162
Current assets
Debtors
5
348,323
Cash at bank and in hand
37,206
385,529
Creditors: amounts falling due within one year
6
(227,678)
Net current assets
157,851
Total assets less current liabilities
10,249,013
Creditors: amounts falling due after more than one year
7
(11,535,594)
Net liabilities
(1,286,581)
Capital and reserves
Called up share capital
Profit and loss reserves
(1,286,581)
Total equity
(1,286,581)
The directors of the company have elected not to include a copy of the profit and loss account 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 12 August 2024 and are signed on its behalf by:
T F Minter
Director
Company Registration No. 14270833
BIOTICNRG LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
- 2 -
1
Accounting policies
Company information
BioticNRG Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 90 Bartholomew Close, London, United KIngdom, EC1A 7BN.
1.1
Reporting period
The period reported is greater than twelve months. This is due to the timing from incorporation to the first reporting date. There are no comparatives in a first year report.
1.2
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. The principal accounting policies adopted are set out below.
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
The company has net liabilities due to a long term loan of the company that has been utilised to finance the investment in its subsidiary company. It has been assessed as being profitabile and having positive cashflows over the life of the investment.true
On this basis, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
BIOTICNRG LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 3 -
1.5
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.
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
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.
1.7
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 balance sheet 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 and cash and bank balances, 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.
BIOTICNRG LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 4 -
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
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.
2
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.
A formal impairment review of the carrying value of investments has been undertaken. The recoverable amount was determined using a value in use calculation using cash flow projections based on an extrapolation of a two year financial budget to cover a 12 year period which is considered to represent the life of the investee company's project, the projections were approved by senior management. Management have also included in their assessment the value of separate land assets held by the investee company. The assessment shows that no impairment is required.
It is noted that the assessment is dependent on the key inputs of the period being considered and the accuracy of the forecasting of future cashflows. The directors have calculated that if generation volumes were 10% less than forecast then the calculated value in use would be such that no impairment adjustment would be required.
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2023
Number
Total
2
BIOTICNRG LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 5 -
4
Fixed asset investments
2023
£
Shares in group undertakings and participating interests
8,133,372
Loans to group undertakings and participating interests
1,957,790
10,091,162
Movements in fixed asset investments
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 2 August 2022
-
-
-
Additions
8,133,372
1,957,790
10,091,162
At 31 August 2023
8,133,372
1,957,790
10,091,162
Carrying amount
At 31 August 2023
8,133,372
1,957,790
10,091,162
Included in investments is a balance of £1,957,790 payable by the subsidiary company. The interest rate charged on the loan is 8% per annum, payable in quarterly installments. The loan term is 9 years and 6 months from the loan agreement dated August 2022. The repayment date is set as the final day of the loan with a provision that a written request may be made for the loan to be repaid within 20 business days of the receipt of such a request. As the lender we will not seek settlement of any part of this within 12 months from the date on which the financial statements are approved.
5
Debtors
2023
Amounts falling due within one year:
£
Trade debtors
13,501
Other debtors
334,822
348,323
6
Creditors: amounts falling due within one year
2023
£
Amounts owed to group undertakings
65,332
Taxation and social security
4,838
Other creditors
157,508
227,678
BIOTICNRG LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 6 -
7
Creditors: amounts falling due after more than one year
2023
£
Other creditors
11,535,594
Included in other creditors due after more than one year is a balance of £11,535,594 payable to one of the shareholders of the company. The interest rate charged on the loan is 8% per annum. The repayment date was originally set as repayable within 360 days of the date fo the inital loan agreement of 10 August 2022. Subsequent to this and due to a change in ownership of the entire share capital of BioticNRG LTD the loan has been amended to be repayable to the new shareholder on 31 March 2049.
8
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.
Senior Statutory Auditor:
Andrew Howells
Statutory Auditor:
Azets Audit Services
9
Events after the reporting date
On the 1 March 2024, the entire share capital of BioticNRG Ltd was transferred to BioticNRG HoldCo 1 Limited for its book value. On 25 July 2024 the company acquired the entire share capital of Material Change Limited and AD Aggregator Platform Limited and as a result of these acquisitions obtained control of a number of their subsidiaries.