Company registration number 11430503 (England and Wales)
BIO CAPITAL LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
BIO CAPITAL LTD
COMPANY INFORMATION
Directors
M Czulowski
P Gill
A Sharpe
E Archer
E Gissin
I Raanan
Company number
11430503
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 LTD
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Notes to the financial statements
15 - 34
BIO CAPITAL LTD
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 Ltd operates in the UK renewable energy sector. It is a platform for ownership and operation of UK-based, operational Anaerobic Digestion ("AD") assets. As at 31 December 2023, the company held a portfolio of six AD assets and a logistics company which it owns and operates.

 

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.

 

The company undertakes a management role across the group and provides centralised services including senior leadership, finance, IT, people and Health, Safety, Environment and Quality (HSEQ) to its subsidiary companies. This has allowed all companies in the group to benefit from the synergies of operating at scale.

 

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.

 

Consistently available, high-quality, food waste is essential to output generated. The company managed the disruption caused by the Covid pandemic well and has continued to take advantage of its position in the market and its national reach to further develop its approach to the management of feedstock, creating a national strategy for securing feedstocks across all companies and striving to be an excellent partner for local authorities, manufacturers, retail and hospitality sectors in the management of food waste for which they are responsible.

 

The company has placed emphasis on the ongoing improvement in HSEQ across all companies and has received industry recognition for its initiatives in this.

 

The company's operating loss for the year, (before interest, depreciation and amortisation) was £2.5m (2022: £2.8m) on turnover of £5.4m (2022: £3.1m), which the directors consider to be satisfactory. The loss before taxation in the year is £38.7m (2022: £64.1m profit before taxation).

 

The net current assets as at 31 December 2023 are £155.9m, an increase of 6.5% on the previous year and the net assets are £20.8m, an decrease of 65.0% on the previous year.

 

The movements in profit before taxation and net assets resulted from the movement 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. In December 2022, the government introduced a levy on renewable energy companies’ revenues from exporting electricity, the Electricity Generators Levy (EGL). The company has assessed its liability to pay the levy and has included this in its budget and business plan. In 2023 the company paid £809,000 in EGL.

 

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).

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

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 future implementation of The Waste and Resources Strategy has now been confirmed by the Government and it is expected that this will have a positive impact on availability and pricing when it is enacted in 2026.

 

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 which mitigates the risk of interest rate volatility. It 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.

BIO CAPITAL LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
KEY PERFORMANCE INDICATORS

The company monitors a range of financial indicators; operating profit and loss, profit before tax and net assets. These results for the year are detailed in the business review.

 

The company monitors a range of subsidiary company operational KPIs, with the following overall results across group:

 

The accident frequency rate

The accident frequency rate (AFR) is calculated for all Bio Capital subsidiary companies cumulatively. The AFR shows the number of accidents sustained by all workers for every 1, 000,000 hours worked. The AFR has decreased by 25% from the previous year.

 

Reporting of Injuries, Diseases and Dangerous Occurrences Regulations (RIDDOR)

The Company compares its injury incidence rates of reported non-fatal injuries (reported to the HSE under RIDDOR) against various industries.

 

There were four RIDDOR reportable lost time injury (in excess of 7 days) in the 12 month period. This incidence rate is slightly higher than that reported the waste industry and higher than the all industry average.

 

Feedstock Processed & Controlled

Total tonnages controlled for the period were 95% of budget and 3.0% higher than the previous year.

 

Biogas/biomethane generation

Biogas generated during the period was 97% of budget and 1% higher than the previous year.

 

Key Cost Metrics

The Company monitors the cost of logistics, disposing of packaging and plastic and maintenance costs. These KPIs were in line with the budget for the period.

The Company continues to focus on optimising performance to maximise generation opportunity in its operating companies. It has a capital programme in place to deliver additional gas to grid and CO2 recovery facilities in 2024. The enhancements made during the year are aligned with delivering future incremental performance.

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.

BIO CAPITAL LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

DECISION MAKING - CONTINUED

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 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.

 

EMPLOYEE ENGAGEMENT

During the year the company had an average of 42 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.

 

In the year employee contractual terms and conditions were 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 encouraged engage in the objective setting process in team 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.

 

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.

BIO CAPITAL LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

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.

 

CORPORATE GOVERNANCE

The Board aspires to have high standards of corporate governance.

 

The company is developing its own corporate governance principles, aligned to the UK Corporate Governance Code, which will be appropriate for the company and will be designed to ensure effective decision-making to promote the company’s success for the long term.

 

The primary aim is that the company’s governance is effective in providing challenge, advice and support to management, provides checks and balances and encourages constructive challenge, drives informed, collaborative and accountable decision-making and creates long-term sustainable value for its shareholders and the wider stakeholders.

 

In the absence of an express corporate governance code, the company complies with relevant law and regulations in relation to governance arrangements and has processes in place to ensure decisions are made at the appropriate level.

 

Overall, the directors and shareholders are pleased with the company’s performance in 2023 and are confident that the business is well placed to deliver to the agreed business plan.

Approved by the Board of Directors and signed on behalf of the Board

A Sharpe
Director
14 May 2024
BIO CAPITAL LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

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 11.

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
A Sharpe
E Archer
E Gissin
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.

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.

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.

BIO CAPITAL LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
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 LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BIO CAPITAL LTD
- 8 -
Opinion

We have audited the financial statements of Bio Capital Ltd (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 LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIO CAPITAL LTD
- 9 -
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 LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BIO CAPITAL LTD
- 10 -

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 LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
Turnover
3
5,392,678
3,065,320
Administrative expenses
(7,926,739)
(5,908,547)
Operating loss
4
(2,534,061)
(2,843,227)
Interest receivable from group undertakings
7
14,477,683
14,761,823
Other interest receivable and similar income
7
187,973
109,656
Other interest payable and similar expenses
8
(17,022,994)
(19,139,980)
Changes in fixed asset investments held at fair value
(33,853,189)
71,246,238
(Loss)/profit before taxation
(38,744,588)
64,134,510
Tax on (loss)/profit
9
104,369
810,380
(Loss)/profit for the financial year
(38,640,219)
64,944,890

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

BIO CAPITAL LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
10
60,423
-
0
Tangible assets
11
42,926
61,317
Investments
12
46,528,831
80,382,020
46,632,180
80,443,337
Current assets
Debtors falling due after more than one year
14
150,783,788
131,771,341
Debtors falling due within one year
14
3,212,636
8,380,219
Cash at bank and in hand
1,914,458
6,205,402
155,910,882
146,356,962
Creditors: amounts falling due within one year
15
(1,288,526)
(986,749)
Net current assets
154,622,356
145,370,213
Total assets less current liabilities
201,254,536
225,813,550
Creditors: amounts falling due after more than one year
16
(180,411,082)
(166,329,877)
Net assets
20,843,454
59,483,673
Capital and reserves
Called up share capital
19
17,388
17,388
Profit and loss reserves
20
20,826,066
59,466,285
Total equity
20,843,454
59,483,673
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. 11430503
BIO CAPITAL LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
17,388
(5,478,605)
(5,461,217)
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
64,944,890
64,944,890
Balance at 31 December 2022
17,388
59,466,285
59,483,673
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(38,640,219)
(38,640,219)
Balance at 31 December 2023
17,388
20,826,066
20,843,454
BIO CAPITAL LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(2,027,484)
(2,172,751)
Income taxes refunded
-
810,380
Net cash outflow from operating activities
(2,027,484)
(1,362,371)
Investing activities
Purchase of intangible assets
(60,423)
-
0
Purchase of tangible fixed assets
(11,581)
(52,916)
Proceeds from repayment of loans to group undertakings
5,005,000
27,300,384
Issue of loans to group undertakings
(12,296,456)
(10,850,968)
Interest received
8,500,000
19,938,333
Net cash generated from investing activities
1,136,540
36,334,833
Financing activities
Movements in loan from shareholders
3,600,000
(7,378,000)
Interest paid
(7,000,000)
(22,952,000)
Net cash used in financing activities
(3,400,000)
(30,330,000)
Net (decrease)/increase in cash and cash equivalents
(4,290,944)
4,642,462
Cash and cash equivalents at beginning of year
6,205,402
1,562,940
Cash and cash equivalents at end of year
1,914,458
6,205,402
BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
1
Accounting policies
Company information

Bio Capital Ltd 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 truepart 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.

 

The company has long-term financing agreements in place in the form of shareholder loans and under these arrangements any unpaid interest may be deferred until the final repayment in 2048, at the company's discretion. These loans are listed as Eurobond Loan Notes on The International Stock Exchange.

 

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
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.

1.4
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Software
5 years

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values on a straight line basis over their useful lives on the following bases:

Plant and equipment
3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss .

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

1.6
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.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.8
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 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
1.9
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.

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
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.

 

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.

1.10
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.

1.11
Taxation

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

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.

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Interest income
Interest income is recognised in the statement of comprehensive income using the effective interest method.
1.15

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.

1.16

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 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
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 9.5% - 10.5% over a specified period of time.

3
Turnover

 

The turnover of the company is generated from its principal activity. The directors consider there to be only one geographical market, the United Kingdom.

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
4
Operating loss
2023
2022
Operating loss for the year is stated after charging:
£
£
Exchange losses
788
-
0
Fees payable to the company's auditor for the audit of the company's financial statements
38,000
36,500
Fees payable to the company's auditor for the non-audit services of the company's financial statements
6,050
4,300
Depreciation of owned tangible fixed assets
29,972
20,694
Operating lease charges
48,352
36,519
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Directors and administration
42
27
2023
2022
£
£
Wages and salaries
3,113,720
2,194,024
Social security costs
392,732
281,248
Pension costs
127,436
97,229
3,633,888
2,572,501

 

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
6
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
616,074
929,872
Company pension contributions to defined contribution schemes
16,344
27,442
632,418
957,314

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022: 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
396,843
309,180
Company pension contributions to defined contribution schemes
-
9,026
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
144,685
-
0
Interest receivable from group undertakings
14,477,683
14,761,823
Interest receivable from shareholder loans
43,288
109,656
Total income
14,665,656
14,871,479
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable on shareholder loans
17,022,994
19,139,980
BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
9
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
(810,380)
Group tax relief
(104,369)
-
0
Total current tax
(104,369)
(810,380)

The actual credit 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
(38,744,588)
64,134,510
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(9,112,940)
12,185,557
Tax effect of expenses that are not deductible in determining taxable profit
8,502,989
841,840
Tax effect of income not taxable in determining taxable profit
-
0
(13,536,785)
Change in unrecognised deferred tax assets
(7,511)
(4,662)
Adjustments in respect of prior years
-
0
(72,615)
Group relief
512,673
(220,699)
Permanent capital allowances in excess of depreciation
(25)
(3,016)
Remeasurement of deferred tax for changes in tax rates
445
-
0
Taxation credit for the year
(104,369)
(810,380)

The main rate of corporation tax changed from 19% to 25% on 1 April 2023.

10
Intangible fixed assets
Software
£
Cost
At 1 January 2023
-
0
Additions
60,423
At 31 December 2023
60,423
Amortisation and impairment
At 1 January 2023 and 31 December 2023
-
0
Carrying amount
At 31 December 2023
60,423
At 31 December 2022
-
0
BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
11
Tangible fixed assets
Plant and equipment
£
Cost
At 1 January 2023
88,382
Additions
11,581
At 31 December 2023
99,963
Depreciation and impairment
At 1 January 2023
27,065
Depreciation charged in the year
29,972
At 31 December 2023
57,037
Carrying amount
At 31 December 2023
42,926
At 31 December 2022
61,317

 

12
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
13
46,528,831
80,382,020
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
80,382,020
Valuation changes
(33,853,189)
At 31 December 2023
46,528,831
Carrying amount
At 31 December 2023
46,528,831
At 31 December 2022
80,382,020
BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
13
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
Bio Capital Holdings Limited
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
100.00
-
Barkip Biogas Holding Limited
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
100.00
-
Barkip Biogas Ltd
England*
Anaerobic digestion plant
Ordinary
0
100.00
Bio Capital Finance Limited
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
0
100.00
Earnside Energy Holdings Ltd
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
0
100.00
Emerald Holdco Limited
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
0
100.00
Energen Biogas Holdco Ltd
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
0
98.00
GECO Holdco Ltd
Northern Ireland**
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
0
75.00
Whitchurch AD Limited
England*
Holding vehicle for a portfolio of anaerobic digestion investments
Ordinary
0
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
England*
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
England*
Ceased trading
Ordinary
0
98.00
BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Subsidiaries
(Continued)
- 26 -

Registered office addresses:

*
Hyde Hall Farm, Buntingford, Hertfordshire, England, SG9 0RU
**
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
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)
£
£
Bio Capital Holdings Limited
24,737,125
(34,261,292)
Barkip Biogas Holding Limited
1
-
0
Barkip Biogas Ltd
(847,624)
814,066
Bio Capital Finance Limited
24,773,125
(44,831,532)
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
(24,335,168)
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
(24,821)
(16,545)

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

During the prior year, and 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 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Subsidiaries
(Continued)
- 27 -

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

During 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.

 

During 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.

 

During 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, a company incorporated in England and Wales. As a result, at the date of signing of the financial statements, Barkip Biogas Holdings Limited and Barkip Biogas Limited are 100% indirect subsidiaries of Bio Capital Limited.

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
14
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
2,929,932
2,966,193
Other debtors
180,495
5,302,739
Prepayments and accrued income
102,209
111,287
3,212,636
8,380,219
2023
2022
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
150,783,788
131,771,341
Total debtors
153,996,424
140,151,560

 

Included in other debtors falling due within one year is £Nil (2022: £5,114,656) owed by a shareholder to the company. This amount was unsecured, interest bearing at 2.02% per annum and had a final repayment date within 12 months of the prior balance sheet date.

 

Amounts owed by group undertakings falling due after more than one year include loans that are unsecured, interest bearing at interest rates between 10.22% and 11.00% per annum and have final repayment dates for capital and all accrued, unpaid interest of January 2031 and August 2048, respectively. 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 dates noted above. At the balance sheet date, the capital outstanding was £142,548,750 (2022: £130,252,292).

 

Amounts owed by group undertakings falling due within one year includes £241,788 (2022: £Nil) in relation to a groupwide asset financing facility. This amount is unsecured, interest bearing at a margin of 2.75% above the Bank of England Base rate, repayable in instalments with the final repayments made by the year ended 31 December 2028.

 

Amounts owed by group undertakings falling due after more than one year includes £496,521 (2022: £Nil) in relation to a groupwide asset financing facility. This amount is unsecured, interest bearing at a margin of 2.75% above the Bank of England Base rate, repayable in instalments with the final repayments made by the year ended 31 December 2028.

 

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
15
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
17
241,788
-
0
Trade creditors
54,727
65,514
Amounts owed to group undertakings
22,679
17,309
Taxation and social security
161,219
103,759
Other creditors
167,843
155,181
Accruals and deferred income
640,270
644,986
1,288,526
986,749

Bank loans falling due within one year of £241,788 (2022: £Nil) are in relation to an asset financing facility entered into by the company during the year. Amounts are secured against the assets of the company and the assets of the relevant subsidiary, interest bearing at a margin of 2.75% above the Bank of England Base rate and is repayable in instalments and has a final repayment date of June 2028.

16
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans
17
458,251
-
0
Other borrowings
17
179,952,831
166,329,877
180,411,082
166,329,877

Bank loans falling due after more than one year of £458,251 (2022: £Nil) are in relation to an asset financing facility entered into by the company during the year. Amounts are secured against the assets of the company and the assets of the relevant subsidiary, interest bearing at a margin of 2.75% above the Bank of England Base rate and is repayable in instalments and has a final repayment date of June 2028.

 

Other borrowings relate to loans provided by shareholders which are listed as Eurobond loan notes on The International Stock Exchange. These loans are unsecured, interest bearing at 11.00% per annum and have a final repayment date for capital and all accrued, unpaid interest of 2048. 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 2048. At the balance sheet date, the capital outstanding was £168,640,582 (2022: £166,329,877).

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
17
Loans and overdrafts
2023
2022
£
£
Bank loans
700,039
-
0
Loans from related parties
179,952,831
166,329,877
180,652,870
166,329,877
Payable within one year
241,788
-
0
Payable after one year
180,411,082
166,329,877

Bank loans of £700,039 (2022: £Nil) are in relation to an asset financing facility entered into by the company during the year. Amounts are secured against the assets of the company and the assets of the relevant subsidiary, interest bearing at a margin of 2.75% above the Bank of England Base rate and is repayable in instalments and has a final repayment date of June 2028.

 

Loans from related parties are unsecured, interest bearing at 11.00% per annum and have a final repayment date for capital and all accrued, unpaid interest of 2048. 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 168,640,582 (2022: £166,329,877).

18
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
127,436
97,229

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions to the defined contribution pension scheme are expeced to be settled wholly within 12 months of the reporting period.

 

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
19
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A ordinary shares of 1p each
135,256
135,256
1,353
1,353
B ordinary shares of 1p each
1,603,488
1,603,488
16,035
16,035
1,738,744
1,738,744
17,388
17,388

A ordinary shares carry no voting rights.

 

B ordinary shares grant the holders a right to vote.

 

Both classes of shares grant the holders the right to receive dividends and a distribution of assets on a liquidation of the company on a pro-rata basis.

20
Profit and loss reserves
2023
2022
£
£
At the beginning of the year
59,466,285
(5,478,605)
(Loss)/profit for the year
(38,640,219)
64,944,890
At the end of the year
20,826,066
59,466,285

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

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 32 -
21
Related party transactions

GECO Holdco Ltd

GECO Holdco Ltd is a non-wholly owned indirect subsidiary of the company.

 

As at 31 December 2023, an amount of £1,262,294 (2022: £1,262,294) was due from Geco Holdco Ltd, and is included in amounts owed by group undertakings due within one year.

 

Granville Ecopark Limited

Granville Ecopark Limited is a non-wholly owned indirect subsidiary of the company.

 

In the year to 31 December 2023, £796,658 (2022: £576,374) was received as income from Granville Ecopark Limited.

 

As at 31 December 2023, an amount of £11,724 (2022: £2,908) was due from Granville Ecopark Limited, and is included in amounts owed by group undertakings due within one year.

 

Energen Biogas Holdco Ltd

Energen Biogas Holdco Ltd is a non-wholly owned indirect subsidiary of the company.

 

As at 31 December 2023, an amount of £11,524 (2022: £11,524) was due from Energen Biogas Holdco Ltd, and is included in amounts owed by group undertakings due within one year.

 

Energen Biogas Limited

Energen Biogas Limited is a non-wholly owned indirect subsidiary of the company.

 

In the year to 31 December 2023, £557,261 (2022: £404,030) was received as income from Energen Biogas Limited.

 

As at 31 December 2023, an amount of £125,722 (2022: £2,877) was due from Energen Biogas Ltd, and is included in amounts owed by group undertakings due within one year.

 

Bio Capital 2 Limited

In the year to 31 December 2023, £557,901 (2022: £152,004) was received as income from Bio Capital 2 Limited, a related party.

 

As at 31 December 2023, an amount of £3,000 (2022: £147,582) was due from Bio Capital 2 Limited, a related party, and is included in amounts owed by related parties due within one year.

 

Corbiere Renewables Limited

In the year to 31 December 2023, £400,209 (2022: £Nil) was received as income from Corbiere Renewables Limited, a related party.

 

As at 31 December 2023, an amount of £159 (2022: £6,453) was due from Corbiere Renewables Limited, a related party, and is included in amounts owed by related parties due within one year.

 

Redstow Renewables Limited

In the year to 31 December 2023, £392,708 (2022: £Nil) was received as income from Redstow Renewables Limited, a related party.

 

As at 31 December 2023, an amount of £Nil (2022: £6,453) was due from Redstow Renewables Limited, a related party, and is included in amounts owed by related parties due within one year.

 

BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
21
Related party transactions
(Continued)
- 33 -

Helios 3 Biogas UK 1 LP

As at 31 December 2023, an amount of £89,976,579 (2022: £83,165,084) was due to Helios 3 Biogas UK 1 LP, a shareholder of the company. This amount is included in amounts falling due in more than one year. An interest charge of £9,153,037 (2022: £9,673,088) on the shareholder loan is included in the statement of comprehensive income for the year to 31 December 2023.

 

Equitix AD Co Limited

As at 31 December 2023, an amount of £89,976,254 (2022: £83,164,794) was due to Equitix AD Co Limited, a shareholder of the company. This amount is included in amounts falling due within in one year. An interest charge of £9,153,004 (2022: £9,673,058) on the shareholder loan is included in the statement of comprehensive income for the year to 31 December 2023.

 

As at 31 December 2023, an amount of £152,944 (2022: £5,114,656) was due by Equitix AD Co Limited to the company. This amount is included in amounts falling due within one year. Included in other interest receivable and similar income in the statement of comprehensive income is interest receivable of £48,691 (2022: £109,656) on the loan to the shareholder.

 

Guarantee given

The company has given a guarantee over long-term bank loans in 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.

22
Ultimate controlling party

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

23
Cash absorbed by operations
2023
2022
£
£
(Loss)/profit for the year after tax
(38,640,219)
64,944,890
Adjustments for:
Taxation credited
(104,369)
(810,380)
Finance costs
17,022,954
19,139,980
Investment income
(14,520,970)
(14,871,479)
Movement on fixed asset investments held at fair value
33,853,189
(71,246,238)
Depreciation and impairment of tangible fixed assets
29,972
20,694
Movements in working capital:
(Increase)/decrease in debtors
(440,760)
336,510
Increase in creditors
678,970
407,022
Increase/(decrease) in deferred income
93,750
(93,750)
Cash absorbed by operations
(2,027,483)
(2,172,751)
BIO CAPITAL LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
24
Analysis of changes in net debt
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
6,205,402
(4,290,944)
1,914,458
Borrowings excluding overdrafts
(166,329,877)
(14,322,993)
(180,652,870)
(160,124,475)
(18,613,937)
(178,738,412)
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