Company registration number 09398578 (England and Wales)
WHITCHURCH AD LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
WHITCHURCH AD LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
WHITCHURCH AD LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
2
2
Current assets
Debtors falling due after more than one year
6
4,128,326
3,692,487
Debtors falling due within one year
6
6,767,546
5,874,743
Cash at bank and in hand
812
45,749
10,896,684
9,612,979
Creditors: amounts falling due within one year
7
(2,842,127)
(2,886,884)
Net current assets
8,054,557
6,726,095
Total assets less current liabilities
8,054,559
6,726,097
Creditors: amounts falling due after more than one year
8
(4,133,352)
(3,695,925)
Net assets
3,921,207
3,030,172
Capital and reserves
Called up share capital
4,925,067
4,925,067
Profit and loss reserves
(1,003,860)
(1,894,895)
Total equity
3,921,207
3,030,172

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 14 May 2024 and are signed on its behalf by:
A Sharpe
Director
Company Registration No. 09398578
WHITCHURCH AD LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
4,925,067
(2,783,844)
2,141,223
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
888,949
888,949
Balance at 31 December 2022
4,925,067
(1,894,895)
3,030,172
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
891,035
891,035
Balance at 31 December 2023
4,925,067
(1,003,860)
3,921,207
WHITCHURCH AD LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Whitchurch AD 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 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, modified to include certain financial instruments at fair value. 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.

1.2
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 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.

1.4
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.

WHITCHURCH AD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
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.

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.

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.

WHITCHURCH AD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
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.

Derecognition of financial liabilities

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

1.6
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.7

Interest income

Interest income is recognised in the statement of comprehensive income using the effective interest method.

1.8

Finance costs

Finance costs are charged to the 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.

WHITCHURCH AD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
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.
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 judgement (apart from those involving estimates) has 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.

3
Employees

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

4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings
2
2
WHITCHURCH AD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
5
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
East London Biogas Limited
England*
Anaerobic digestion plant
Ordinary
100.00
-
East London Biogas Opco Limited
England*
Ceased trading
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

*
The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 ORU
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)
£
£
East London Biogas Limited
(11,188,747)
(2,060,981)

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.

WHITCHURCH AD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
6,767,546
5,874,743
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
4,128,326
3,692,487
Total debtors
10,895,872
9,567,230

Amounts falling due within one year

Amounts owed by group undertakings falling due within one year includes a loan of £4,373,429 (2022: £4,373,429) which is unsecured, interest bearing at 9.02% per annum and is repayable on demand. A provision for irrecoverability of £3,393,607 was made against this balance in 2019 and the directors do not consider there to have been any material change in relation to this as at the current balance sheet date. Therefore, the amount owed net of provisions for irrecoverability is £979,822 (2022: £979,822).

 

Amounts owed by group undertakings falling due within one year includes accrued interest totalling £4,394,286 (2022: £3,501,483) on amounts owed by group undertakings falling due within one year. A provision for irrecoverability of £1,034,386 was made against this balance in 2019 and the directors do not consider there to have been any change in relation to this as at the current balance sheet date. Therefore, the amount owed net of provisions for irrecoverability is £3,359,900 (2022: £2,467,097).

Amounts falling due after more than one year

Amounts owed to group undertakings are unsecured, interest bearing at 11.00% 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 borrower, subject to the final repayment date of January 2031. At the balance sheet date, the capital outstanding was £2,990,829 (2022: £2,990,829).

7
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
2,842,127
2,886,884
WHITCHURCH AD LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
8
Creditors: amounts falling due after more than one year
2023
2022
£
£
Amounts owed to group undertakings
4,133,352
3,695,925

Amounts owed to group undertakings are unsecured, interest bearing at 11.00% 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 £2,913,510 (2022: £2,913,510).

9
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:
Laura Pingree
Statutory Auditor:
Azets Audit Services
10
Related party transactions

Guarantee given

The company has given a guarantee over long-term bank loans in its parent company, Bio Capital Finance Limited, and this guarantee is 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 of the company.

11
Parent company

The company is wholly owned by Bio Capital Finance Limited, a company registered 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.

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