Company registration number 12965148 (England and Wales)
BIO CAPITAL FINANCE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BIO CAPITAL FINANCE LIMITED
COMPANY INFORMATION
Directors
M Czulowski
P Gill
E Archer
E Gissin
A Sharpe
I Raanan
Company number
12965148
Registered office
The Corn Store
Hyde Hall Farm
Buntingford
Hertfordshire
United Kingdom
SG9 0RU
Auditor
Azets Audit Services
2nd Floor, Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
BIO CAPITAL FINANCE LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 29
BIO CAPITAL FINANCE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report for the year ended 31 December 2023.

BUSINESS REVIEW

Bio Capital Finance Limited is a wholly-owned subsidiary of Bio Capital Holdings Limited, itself a wholly-owned subsidiary of Bio Capital Ltd, a company which operates in the UK renewable energy sector, owning and operating UK-based operational Anaerobic Digestion ("AD") assets. As at 31 December 2023, Bio Capital Finance Limited held a portfolio of five AD assets and a logistics company.

 

Investors in the company are investment funds managed through a joint venture by Equitix AD Co Limited and Helios 3 Bio Gas UK 1 LP, who have a track record of investment in the renewable energy and infrastructure sectors.

 

Each asset is held as part of the company’s investment portfolio and is recognised in accordance with the accounting policies adopted by the company. The value to the company is through fair value as part of a directly held basket of investments rather than as a media through which the company conducts its business. The assets, which are subsidiary companies in the group, are accounted for at fair value under FRS 102 and, in accordance with FRS 102 and the Companies Act, the financial statements of Bio Capital Ltd are not consolidated.

 

A group-wide, long-term strategy is fully developed which sees continued investment in the portfolio to optimise the efficiency and robustness of operations and enhance operational revenue generation through innovation in product development.

 

The company’s operating loss for the period to 31 December 2023, (before interest, depreciation and amortisation) was £0.4m (2022: £0.4m) on which there was no turnover, which the directors consider to be satisfactory, The loss before taxation in the year is £44.8m (2022: £68.9m profit). The net current assets as at 31 December 2023 are £223.0m (2022: £208.2m) and the net assets are £24.8m (2022: £69.6m).

The movements in profit before taxation and net assets resulted from the movements in the fair value of the company's investments in the year.

 

The company has not made any significant donations to charities and did not make any donations to political parties (2022: £Nil).

 

PRINCIPAL RISKS AND UNCERTAINTIES

The company and its subsidiary companies face the following risks during the normal course of operations:

 

Legislative risk

The company is at risk of loss of revenue and cash generation from changes in legislation which affect the renewable energy sector.

 

The company monitors the likelihood and impact of legislative changes through its participation in industry bodies such as Renewable Energy Association (REA) and UK Anaerobic Digestion and Bioresources Association (ABDA).

 

Price & availability of feedstock risk

The operating facilities of the group require a consistent supply of suitable feedstock to maintain the biology of the plant and resulting generation. Market pressures, weather, plant issues/capacity can all impact feedstock supply.

 

This risk is mitigated by maintaining strong relationships with a wide range of feedstock suppliers and entering into long term contractual relationships with local authorities. Market pressures faced in recent years continue to impact feedstock costs and revenues which show a strong correlation to gas and power price movements.

 

The company expect the future implementation of The Waste and Resources Strategy outlined by the Government to have a positive impact on availability and pricing when it is fully enacted.

BIO CAPITAL FINANCE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
PRINCIPAL RISKS AND UNCERTAINTIES - CONTINUED

 

Plant operating risk

Failure of key components of an operating plant may lead to reduced generation. This risk is mitigated by scheduled planned maintenance and monitoring alongside a team of experienced engineers and long-term maintenance partnerships with experienced and competent maintenance providers for specialist plant.

 

Regulatory compliance risk

The company operates within a heavily regulated environment with failure to comply with regulations having the potential to impact operations. The companies across the group operate ISO 9001, ISO 14001 and ISO 45001 with an integrated management system.

 

Compliance and health and safety are a high priority of the directors and reviewed regularly by the Board. All audits during the year were successfully passed.

 

Credit risk

The company mitigates credit risk by obtaining external credit reports for every new customer in conjunction with regularly monitoring customer credit levels.

 

Interest Rate Risk

The company has long-term borrowing agreements with its lenders and has mitigated the risk of interest rate volatility by entering into a number of variable-to-fixed interest rate swaps. Details of these are included in the notes to the financial statements.

 

The company also utilises UK money market funds to maximise its interest earning capability.

 

Energy pricing risk

The company operates in the UK energy market and as such is exposed to movements in wholesale power and gas pricing. Where appropriate, the operating companies within the group have entered into medium term power price agreements to mitigate this risk.

 

Liquidity risk

The company monitors and manages the cash flow requirements on a group-wide basis with annual budgets and monthly rolling forecasts that are reviewed regularly by the directors. The capital requirements of the group are met through cash reserves and shareholder loans.

 

Overall, the directors are satisfied with the performance of the company in the period.

KEY PERFORMANCE INDICATORS

The company monitors a range of financial KPls against its budget for the period.

 

The measures are profit before taxation and net assets.

 

The results for the year are stated in the business review section and are in line with the budget.

BIO CAPITAL FINANCE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Section 172 (1) Statement

Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, amongst other matters, to the:

 

DECISION MAKING

In discharging their responsibilities under section 172 the directors have regard to the factors set out above. They also have regard to other factors which are considered relevant to the decision being made. Those factors, for example, include the interests and views of shareholders, other group companies, employees and other relevant stakeholders.

 

By considering the Company’s purpose and values together with its strategic priorities and having a process in place for decision-making, the directors aim to make sure that decisions are consistent and predictable.

 

Authority for day-to-day management of the Company is delegated to executive directors and senior management. The Board set, approve and oversee execution of the business strategy, financial budget and related policies.

 

Monitoring of this is conducted through Board meetings. Board meetings are held monthly, and activities are reviewed through the consideration and discussion of information, which is sent in advance of each Board meeting and through presentations to the Board, and the consideration of the impact of the relevant decisions on stakeholders.

 

The Board review financial and operational performance, health and safety, and legal and regulatory compliance at each Board meeting using standard reporting formats. The Board hold a Strategy Board meeting annually to review and agree the future strategic direction of the Company and the strategic objectives to be met. In doing this it considers the needs of all its stakeholders and the impact of any change in strategy on each of the stakeholder groups, acting in full awareness of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006

 

The management team also review other areas over the course of the financial year including key risks around stakeholder-related matters, diversity and inclusivity, environmental matters and governance, compliance and legal matters.

EMPLOYEE ENGAGEMENT

During the year the Company had an average of nil employees and the group of companies in total had 158 employees. The Board is committed to promoting a diverse and inclusive workplace, reflective of the communities in which it does business. We approach diversity in the broadest sense, recognising that successful businesses flourish through embracing diversity into their business strategy and developing talent at every level in the organisation.

 

The Board and Senior Management are responsible for ensuring that the Company’s purpose, vision and values are effectively communicated to employees and that the Company’s activities reflect the culture we wish to instil in employees and drive appropriate behaviours.

 

All employee contractual terms and conditions are standardised across all companies in the group.

 

Following consultation with all employees the Company has introduced the company values which define the organisation across all businesses. These are Make a Difference, Grow Together, One Team.

 

The Company communicates its strategy and objectives through formal and informal meetings. Employees are actively engaged in the objective setting process and are regularly advised on progress against the objectives. Employees are encouraged to be involved in decision making and to provide feedback and report any concerns they have.

BIO CAPITAL FINANCE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
FOSTERING BUSINESS RELATIONSHIPS

The Company’s key stakeholders are its employees, customers, suppliers, lenders, shareholders and the local communities in which it operates. The views of and the impact of the Company’s activities on those stakeholders are an important consideration for Directors when making relevant decisions.

 

While there may be cases where the Board judges that it should engage directly with certain stakeholder groups or on certain issues but generally stakeholder engagement best takes place at an operational level.

 

The stakeholder voice is considered by the Board through information provided by senior management and by direct engagement with stakeholders themselves, where appropriate.

 

Senior management provide feedback on matters including the priorities of customers in order to build strategic relationships with them and conferences and/or meetings with suppliers to improve our understanding of their requirements.

 

Executive directors and senior management specifically engage with trade associations to ensure the Company has a voice in the development of the sector and to understand the impact on business operations of government policy.

 

The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question, so the Board seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of its decision making.

IMPACT OF THE BUSINESS ON THE COMMUNITY AND ENVIRONMENT

The Company makes a material contribution to the UK’s transition to Net-Zero as a renewable energy producer and operator of anaerobic digestion plants utilising more than 400,000 tonnes of food waste to produce biogas which is then upgraded into bio-methane for the production of vehicle bio-fuel or feed to gas grid network or for electricity generation. It also produces nutrient rich bio-fertiliser as a by-product of the process.

 

It operates a number of vehicles in its transport fleet fuelled by bio-methane and will convert all the fleet to bio-methane as current operating leases expire.

 

The Company also offers a salary sacrifice scheme to all employees to purchase bicycles and electric vehicles.

 

The Company measures its impact through reporting on its carbon footprint. The report is prepared using the accounting and reporting principles set out in The Greenhouse Gas Protocol Corporate Accounting and Reporting Standard.

On behalf of the board

A Sharpe
Director
14 May 2024
BIO CAPITAL FINANCE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of a holding vehicle for a portfolio of anaerobic digestion investments.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M Czulowski
P Gill
E Archer
E Gissin
A Sharpe
I Raanan
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year.

 

These provisions remain in force at the reporting date.

Financial instruments
Liquidity risk

The company manages its cash and borrowing requirements in order to maximise interest income and minimise

interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the

business.

Credit risk

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies

which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are

monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Post reporting date events

On the 4th January 2024, the company agreed an additional financing facility of up to £29.8m with its existing lenders.

Future developments

The enhancements made during the year are aligned with delivering future incremental performance. The company is positive with regards to the business outlook and continues to focus on optimising performance to maximise generation opportunity in its operating companies. It has a capital programme in place to deliver additional capacity and actively seeks opportunities for further growth.

Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

BIO CAPITAL FINANCE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

Please refer to note 1.2 to the financial statements. The directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in the financial statements.

 

On behalf of the board
A Sharpe
Director
14 May 2024
BIO CAPITAL FINANCE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BIO CAPITAL FINANCE LIMITED
- 7 -
Opinion

We have audited the financial statements of Bio Capital Finance Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

BIO CAPITAL FINANCE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIO CAPITAL FINANCE LIMITED
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

BIO CAPITAL FINANCE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIO CAPITAL FINANCE LIMITED
- 9 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Laura Pingree
Senior Statutory Auditor
For and on behalf of Azets Audit Services
14 May 2024
Chartered Accountants
Statutory Auditor
2nd Floor, Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
BIO CAPITAL FINANCE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2023
2022
Notes
£
£
Administrative expenses
(436,660)
(409,398)
Income from shares in group undertakings
6
-
0
400,000
Interest receivable from group undertakings
6
20,910,430
19,501,289
Other interest receivable and similar income
6
121,944
-
0
Interest payable to group undertakings
7
(13,928,884)
(14,173,996)
Other interest payable and similar expenses
7
(2,971,939)
(2,499,040)
Changes in financial instruments held at fair value through profit or loss
(3,388,923)
11,420,530
Changes in fixed asset investments held at fair value
(45,137,500)
54,661,297
(Loss)/profit before taxation
(44,831,532)
68,900,682
Tax on (loss)/profit
8
-
0
-
0
(Loss)/profit for the financial year
(44,831,532)
68,900,682

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

BIO CAPITAL FINANCE LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 11 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
9
15,154,904
60,292,404
Current assets
Debtors falling due after more than one year
12
223,847,140
204,269,927
Debtors falling due within one year
12
3,276,646
3,372,534
Cash at bank and in hand
73,863
4,065,492
227,197,649
211,707,953
Creditors: amounts falling due within one year
13
(4,211,540)
(3,492,437)
Net current assets
222,986,109
208,215,516
Total assets less current liabilities
238,141,013
268,507,920
Creditors: amounts falling due after more than one year
14
(213,367,888)
(198,903,263)
Net assets
24,773,125
69,604,657
Capital and reserves
Called up share capital
16
1
1
Profit and loss reserves
17
24,773,124
69,604,656
Total equity
24,773,125
69,604,657
The financial statements were approved by the board of directors and authorised for issue on 14 May 2024 and are signed on its behalf by:
A Sharpe
Director
Company Registration No. 12965148
BIO CAPITAL FINANCE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
703,974
703,975
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
68,900,682
68,900,682
Balance at 31 December 2022
1
69,604,656
69,604,657
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(44,831,532)
(44,831,532)
Balance at 31 December 2023
1
24,773,124
24,773,125
BIO CAPITAL FINANCE LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
21
(175,972)
(316,099)
Investing activities
Issue of loans to group companies
(12,296,456)
(2,492,047)
Interest received
12,726,874
15,286,468
Dividends received
-
0
400,000
Net cash generated from investing activities
430,418
13,194,421
Financing activities
Proceeds from issue of shares
1
-
0
Loans repaid to group undertakings
(992,047)
(22,300,384)
Issue of loans by group undertakings
13,351,255
2,492,047
Proceeds from new bank loans
-
26,218,201
Repayment of bank loans
(3,560,716)
-
Interest paid
(13,044,568)
(22,052,536)
Net cash used in financing activities
(4,246,075)
(15,642,672)
Net decrease in cash and cash equivalents
(3,991,629)
(2,764,350)
Cash and cash equivalents at beginning of year
4,065,492
6,829,842
Cash and cash equivalents at end of year
73,863
4,065,492
BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
1
Accounting policies
Company information

Bio Capital Finance Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU.

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 balances 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 statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9C(a).

1.2
Going concern

As part of the regular budgeting and forecast review process, the directors have prepared cash flow forecasts covering a period in excess of 12 months from the approval of the financial statements and are satisfied the company will have sufficient cash to meet its obligations as they fall due during this period. The company is also a member of a group whose financial position is closely linked to the status and continued support of other group undertakings. Each of these fellow group undertakings have committed to support each other as required for the foreseeable future.true

 

The company additionally has a long-term financing arrangement with its parent company and any unpaid interest under this arrangement may be deferred until the final repayment date of January 2031, at the discretion of the company.

 

Having considered the information available 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.

 

The directors have therefore continued to adopt the going concern basis of accounting in preparing the financial statements.

1.3
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 recognised in the statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9C(a).

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.

1.4
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.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.5
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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Other financial assets that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, amounts owed to group undertakings 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.6
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.

1.7
Interest income
Interest income is recognised in the statement of comprehensive income and retained earnings using the effective interest
BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.8
Finance costs
Finance costs are charged to statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
1.9

Related parties

The company has taken advantage of the exemption available 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.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Recoverability of amounts due from group undertakings

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.

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.

 

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 statement of comprehensive income. 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 9.50% to 10.50% over a specified period of time.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
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.

Derivative financial instruments

The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.

 

As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the statement of comprehensive income.

3
Revenue

The company had no turnover in the current year or prior period.

4
Operating loss
2023
2022
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
22,825
12,500
5
Employees

The company had no employees in either the current or prior year.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
6
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
121,944
-
0
Interest receivable from group undertakings
20,910,430
19,501,289
Total interest revenue
21,032,374
19,501,289
Income from fixed asset investments
Income from shares in group undertakings
-
0
400,000
Total income
21,032,374
19,901,289
7
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
2,971,939
2,499,040
Interest payable to group undertakings
13,928,884
14,173,996
16,900,823
16,673,036
BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
8
Taxation

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
(Loss)/profit before taxation
(44,831,532)
68,900,682
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(10,544,622)
13,091,130
Tax effect of expenses that are not deductible in determining taxable profit
10,616,587
-
0
Tax effect of income not taxable in determining taxable profit
-
0
(10,385,647)
Change in unrecognised deferred tax assets
-
0
(131,981)
Group relief
(71,965)
(2,497,502)
Exempt ABGH distributions
-
0
(76,000)
Taxation charge for the year
-
-

The main rate of corporation tax increased to 25% from 1 April 2023.

9
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
10
15,154,904
60,292,404
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
60,292,404
Valuation changes
(45,137,500)
At 31 December 2023
15,154,904
Carrying amount
At 31 December 2023
15,154,904
At 31 December 2022
60,292,404
BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
10
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Earnside Energy Holdings Ltd
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
100.00
-
Emerald Holdco Limited
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
100.00
-
Energen Biogas Holdco Ltd
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
98.00
-
GECO Holdco Ltd
Northern Ireland**
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
75.00
-
Whitchurch AD Limited
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
100.00
-
Energen Biogas Limited
Scotland***
Anaerobic digestion plant
Ordinary
0
98.00
Earnside Energy Limited
England*
Anaerobic digestion plant
Ordinary
0
100.00
Granville Ecopark Limited
Northern Ireland**
Anaerobic digestion plant
Ordinary
0
75.00
Granville Energy Supply Limited
Northern Ireland**
Provision of waste management services
Ordinary
0
75.00
East London Biogas Limited
England*
Anaerobic digestion plant
Ordinary
0
100.00
Warrens Group Limited
England*
Provision of logistical services
Ordinary
0
100.00
Warrens Emerald Biogas Ltd
England*
Anaerobic digestion plant
Ordinary
0
100.00
Granville EcoPark Ireland Limited
Republic of Ireland****
Provision of waste management services
Ordinary
0
75.00
East London Biogas Opco Limited
England*
Ceased trading
Ordinary
0
100.00
Granville Ecopark Holding Company Limited
Northern Ireland**
Ceased trading
Ordinary
0
75.00
Warrens Group Holdings Ltd
England*
Ceased trading
Ordinary
0
100.00
WEBL Holdings Limited
England*
Ceased trading
Ordinary
0
100.00
WEBL Topco Limited
England*
Ceased trading
Ordinary
0
100.00
Paragon Efficiencies Limited
Scotland*****
Ceased trading
Ordinary
0
98.00

Registered office addresses:

*
The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SH9 ORU
**
Granville Ecopark, Granville Industrial Estate, Dungannon, Northern Ireland, BT70 1NJ
***
Dunns Wood Road, Wardpark South Industrial Estate, Cumbernauld, G67 3EN
****
22 Northumberland Road, Dublin 4, Ballsbridge, Dublin, D04ED73, Ireland
*****
Suite 1a Kestrel View, Strathclyde Business Park, Bellshill, Scotland, ML4 3PB
BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Subsidiaries
(Continued)
- 23 -
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Earnside Energy Holdings Ltd
(1,130,350)
(312,656)
Emerald Holdco Limited
16,148,107
(1,632,257)
Energen Biogas Holdco Ltd
(10,002,656)
(4,116,682)
GECO Holdco Ltd
2,183,399
(24,335,166)
Whitchurch AD Limited
3,921,207
891,035
Energen Biogas Limited
4,512,885
4,736,477
Earnside Energy Limited
(10,491,906)
(470,840)
Granville Ecopark Limited
3,251,074
3,066,670
Granville Energy Supply Limited
(19,673)
(22,100)
East London Biogas Limited
(11,188,747)
(2,060,981)
Warrens Group Limited
1,756,636
430,755
Warrens Emerald Biogas Ltd
8,870,071
3,992,261
Granville EcoPark Ireland Limited
(13,741)
(5,465)

East London Biogas Opco Limited

East London Biogas Opco Limited ceased to trade at the end of 2021 and subsequently all balances in East London Biogas Opco Limited were novated to East London Biogas Limited.

 

An application to strike off East London Biogas Opco Limited was made on 26 October 2022 and East London Biogas Opco Limited was subsequently dissolved on 24 January 2023.

Granville Ecopark Holding Company Limited

In the prior year, as a result of a corporate simplification, Granville Ecopark Holding Company Limited transferred its 100% holding of the issued share capital in Granville Ecopark Limited via a distribution in specie to GECO Holdco Ltd. GECO Holdco Ltd has recognised the difference between Granville Ecopark Holding Company Limited's investment in Granville Ecopark Limited to and its original investment in Granville Ecopark Holding Company Limited as an increase in the value of shares held in subsidiaries.

 

An application to strike off Granville Ecopark Holding Company Limited was made on 26 October 2022 and the company was subsequently dissolved on 24 January 2023.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Subsidiaries
(Continued)
- 24 -

Warrens Group Holdings Limited, WEBL Topco Limited and WEBL Holdings Limited

In the prior year, and as a result of a corporate simplification, Warrens Group Holdings Limited issued 200 Ordinary A £0.01 shares at nominal value to Emerald Holdco Limited. Subsequently, Warrens Group Holding Limited transferred its 100% holding of the issued share capital in Warrens Group Limited via a distribution in specie to Emerald Holdco Limited. Emerald Holdco Limited has recognised the difference between Warrens Group Holdings Limited's investment in Warrens Group Limited and its original investment in Warrens Group Holdings Limited as an increase in the value of shares held in subsidiaries.

 

In the prior year, and as a result of a corporate simplification, WEBL Topco Limited issued 4 Ordinary A £1 shares at nominal value to Emerald Holdco Limited. Subsequently, WEBL Topco Limited transferred its 100% holding of the issued share capital in WEBL Holdings Limited (which, in turn, held 100% of the issued share capital in Warrens Emerald Biogas Limited) via a distribution in specie to Emerald Holdco Limited. Emerald Holdco Limited has recognised the difference between WEBL Topco Limited's investment in WEBL Holdings Limited and its original investment in WEBL Topco Limited as an increase in the value of shares held in subsidiaries.

 

In the prior year, and as a result of a corporate simplification, WEBL Holdings Limited transferred its 100% holding of the issued share capital in Warrens Emerald Biogas Limited via a distribution in specie to Emerald Holdco Limited. Emerald Holdco Limited has recognised the difference between WEBL Holdings Limited's investment in Warrens Emerald Biogas Limited and its original investment in WEBL Holdings Limited as an increase in the value of shares held in subsidiaries.

 

Applications to strike off Warrens Group Holdings Limited, WEBL Topco Limited and WEBL Holdings Limited were made on 26 October 2022 and these companies were subsequently dissolved on 24 January 2023.

 

Barkip Biogas Holdings Limited and Barkip Biogas Limited

The immediate parent company of Barkip Biogas Holdings Limited at the balance sheet date was Bio Capital Ltd. On the 4 January 2024, Bio Capital Ltd transferred its shareholding in Barkip Biogas Holdings Limited to Bio Capital Finance Limited and therefore, at the date of signing of the financial statements, the immediate parent of Barkip Biogas Holdings is Bio Capital Finance Limited. As a result, at the date of signing of the financial statements, Barkip Biogas Holdings Limited is a 100% direct subsidiary of Bio Capital Finance Limited and Barkip Biogas Limited is a 100% indirect subsidiary of Bio Capital Finance Limited.

 

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
11
Financial instruments
2023
2022
£
£
Carrying amount of financial assets
Instruments measured at fair value through profit or loss
8,722,508
11,701,271

 

The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.

 

As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the statement of comprehensive income. The movement recognised in the statement of comprehensive income in the current year in relation to changes in the fair value of interest rate swaps in place at the balance sheet date was a loss of £3,388,923 (2022: gain of £11,420,530).

12
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
2,300,000
2,300,000
Other debtors
976,646
1,072,534
3,276,646
3,372,534
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
215,124,632
192,568,656
Derivative financial instruments
8,722,508
11,701,271
223,847,140
204,269,927
Total debtors
227,123,786
207,642,461

Amounts owed by group undertakings falling due after more than one year include loan notes that are unsecured, interest bearing from 8.50% to 11.00% per annum and have a final repayment date for capital and all accrued, unpaid interest in more than 5 years. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid. Repayments of both unpaid interest and capital are at the discretion of the borrower, subject to the final repayment date. At the balance sheet date, the capital outstanding was £179,431,883 (2022: £167,135,427)

 

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
13
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
15
1,353,231
964,074
Amounts owed to group undertakings
2,826,884
2,504,063
Accruals and deferred income
31,425
24,300
4,211,540
3,492,437

Amounts owed to group undertakings includes a loan that is unsecured, interest bearing at 11.00% per annum and are repayable on demand. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid. At the balance sheet date, the capital outstanding was £2,554,799 (2022: £N/A). In the prior year, amounts owed to group undertakings included a loan that was unsecured, interest bearing at 11.00% per annum and repayable within one year of the balance sheet date with a capital amount of £2,492,047.

14
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
15
68,431,706
71,992,421
Amounts owed to group undertakings
144,936,182
126,910,842
213,367,888
198,903,263

Amounts owed to group undertakings are unsecured, interest bearing at 10.22% per annum and have a final repayment date for capital and all accrued, unpaid interest of January 2031. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid. Repayments of both unpaid interest and capital are at the discretion of the company, subject to the final repayment date of January 2031. At the balance sheet date, the capital outstanding was £138,598,081 (2022: £126,301,625).

15
Loans and overdrafts
2023
2022
£
£
Bank loans
69,784,937
72,956,495
Payable within one year
1,353,231
964,074
Payable after one year
68,431,706
71,992,421

The long-term bank loans 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.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Loans and overdrafts
(Continued)
- 27 -

The rate of interest on each Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) SONIA. The Margin applicable for the period ended 31 December 2023 was 2.73% (2022: 2.45%).

 

The company entered into interest rate swaps in relation to the long-term bank loans. The closing value of these derivative financial instruments as at the current balance sheet date are included within debtors falling due after one year (see note 11).

16
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1

The ordinary share is entitled to one vote in any circumstance; to dividend payments or any distribution; and to participate in a distribution arising from a winding up of the company.

17
Profit and loss reserves
2023
2022
£
£
At the beginning of the year
69,604,656
703,974
(Loss)/profit for the year
(44,831,532)
68,900,682
At the end of the year
24,773,124
69,604,656

Retained earnings includes all current and prior period retained profits and losses.

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
18
Related party transactions

Energen Biogas Holdco Ltd

Energen Biogas Holdco Ltd ("EBHL") is a non-wholly owned direct subsidiary of the company.

 

Included in interest receivable from group undertakings in the statement of comprehensive income for the year is interest receivable from EBHL of £5,769,005 (2022: £5,103,710). As at 31 December 2023, an amount of £43,802,577 (2022: £43,802,577) was due from EBHL and was included in amounts owed by group undertakings falling due in more than one year. This amount accrues interest at 10.90% and has a final repayment date of September 2036. Accrued, unpaid interest payable on this loan of £11,665,653 (2022: £7,496,646) is included in amounts owed by group undertakings falling due in more than one year.

 

Energen Biogas Limited

Energen Biogas Limited ("EBL") is a non-wholly owned indirect subsidiary of the company.

 

Included in interest payable to group undertakings in the statement of comprehensive income for the year is interest payable to EBL of £229,122 (2022: £7,233). As at 31 December 2023, an amount of £2,554,799 (2022: £1,500,000) was due to EBL and was included in amounts owed to group undertakings falling due in less than one year. Accrued, unpaid interest payable on this loan of £236,355 (2022: £7,233) is included in amounts owed to group undertakings falling due in less than one year.

 

GECO Holdco Ltd

GECO Holdco Ltd ("GECO") is a non-wholly owned direct subsidiary of the company.

 

Included in interest receivable from group undertakings in the statement of comprehensive income for the year is interest receivable from GECO of £4,257,099 (2022: £4,301,330). As at 31 December 2023, an amount of £50,642,281 (2022: £48,749,415) was due from GECO and was included in amounts owed by group undertakings due in more than one year. This amount includes two loans, accruing interest at 8.50% and 11.00% and repayable in more than 5 years. Accrued, unpaid interest payable on this loan of £124,245 (2022: £1,267,146) is included in amounts owed by group undertakings falling due in more than one year.

19
Events after the reporting date

On the 4th January 2024, the company agreed an additional financing facility of up to £29.8m with its existing lenders.

20
Ultimate controlling party

The company is wholly owned by Bio Capital Holdings Limited, a company registered in England and Wales. The registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU.

 

The ultimate parent company is Bio Capital Ltd, 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.

 

At the year end, in the opinion of the directors, there was no one ultimate controlling party.

 

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 statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9C(a).

BIO CAPITAL FINANCE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
21
Cash absorbed by operations
2023
2022
£
£
(Loss)/profit for the year after tax
(44,831,532)
68,900,682
Adjustments for:
Interest payables and similar expenses
19,519,745
16,673,036
Interest receivable and similar income
(23,396,554)
(19,901,289)
Changes in fixed asset investments held at fair value
45,137,499
(54,661,297)
Changes in financial instruments held at fair value through profit or loss
3,388,924
(11,420,530)
Movements in working capital:
(Increase)/decrease in debtors
(36,909)
93,299
Increase in creditors
42,855
-
0
Cash absorbed by operations
(175,972)
(316,099)
22
Analysis of changes in net debt
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
4,065,492
(3,991,629)
73,863
Borrowings excluding overdrafts
(72,956,495)
3,171,558
(69,784,937)
(68,891,003)
(820,071)
(69,711,074)
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