Registered number
10263543
Brocklesby Biogas Limited
Financial statements
for the year ended 31 December 2023
Pages for filing with the Registrar
Brocklesby Biogas Limited
Registered number: 10263543
Statement of financial position
as at 31 December 2023
Notes 2023 2022
£ £
Fixed assets
Tangible assets 5 13,848,078 14,771,111
Current assets
Stocks 45,200 60,325
Debtors 6 1,213,241 1,662,570
Cash at bank and in hand 385,548 380,711
1,643,989 2,103,606
Creditors: amounts falling due within one year 7 (5,515,422) (4,068,098)
Net current liabilities (3,871,433) (1,964,492)
Total assets less current liabilities 9,976,645 12,806,619
Creditors: amounts falling due after more than one year 8 (31,232,316) (29,237,628)
Net liabilities (21,255,671) (16,431,009)
Capital and reserves
Called up share capital 100 100
Profit and loss account (21,215,439) (16,431,109)
Shareholders' funds (21,215,339) (16,431,009)
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The profit and loss account has not been delivered to the Registrar of Companies.
The financial statements were approved by the board of directors and authorised for issue and are signed on its behalf by:
Philip Davies
Director
Approved by the board on 24 June 2024
Brocklesby Biogas Limited
Notes to the Accounts
for the year ended 31 December 2023
1 Accounting policies
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
Going concern
The company meets its day to day working capital requirements through loans from shareholders.
The loan note holders have stated that they will not recall the loans to the company whilst it would damage the interests of external creditors. On this basis, the directors consider it appropriate to prepare the financial statements on a going concern basis.
Turnover
Turnover represents amounts receivable from the generation of electricity through anaerobic digestion, net of VAT. Turnover from the sale of electricity is recognised when it is exported, that being the point at which the significant risks and rewards of ownership have passed to the buyer.
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 over their useful lives on the following bases:
Leasehold Land and buildings 5 - 6% straight line
Plant and equipment 5 - 33% straight line
Depreciation is charged from the month following completion of the asset or the commencement of its use. 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.
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Cash at bank and in hand
Cash at bank and in hand 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.
Financial instruments
Basic financial assets
Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Parent loan notes
All interest bearing loans are initially recognised at net proceeds. After initial recognition debt is increased by the financial cost in respect of the reporting period and reduced by repayment made in the period. Interest is recognised on an accruals basis.
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.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.
Leases
Rentals payable under operating leases are charged against income on a straight line basis over the lease term.
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period.
2 Critical accounting 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.
Impairment of Fixed Assets
At each reporting period end, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication of impairment. If there is any such indication, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Deferred Tax
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.
3 Operating loss
2023 2022
Operating loss for the year is stated after charging:
Fees payable to the company's auditor for the audit of the company's financial statements 7,500 7,000
4 Employees
2023 2022
The company had no employees during the current or prior year. - -
5 Tangible fixed assets
Leasehold Land and buildings Plant and machinery etc Total
£ £ £
Cost
At 1 January 2023 18,757,514 84,324 18,841,838
Additions 29,518 - 29,518
Disposals - - -
At 31 December 2023 18,787,032 84,324 18,871,356
Depreciation
At 1 January 2023 4,050,239 20,488 4,070,727
Charge for the year 941,724 10,827 952,551
At 31 December 2023 4,991,963 31,315 5,023,278
Net book value
At 31 December 2023 13,795,069 53,009 13,848,078
At 31 December 2022 14,707,275 63,836 14,771,111
Included within the cost of leasehold land and buildings is loan interest totalling £2,772,692 (2022: £2,961,739).
6 Debtors 2023 2022
£ £
Trade debtors 303,801 370,676
Deferred tax asset - 40,332
Other debtors 909,440 1,251,562
1,213,241 1,662,570
7 Creditors: amounts falling due within one year 2023 2022
£ £
Loan notes within 1 year 5,182,540 3,789,384
Bank loans and overdrafts 9,952 9,707
Trade creditors 266,375 153,253
Other creditors 56,555 115,754
5,515,422 4,068,098
8 Creditors: amounts falling due after one year 2023 2022
£ £
Bank loans 22,435 32,387
Loan notes 1-5 years 9,473,459 6,854,327
Loan notes after 5 years 21,736,422 22,350,914
31,232,316 29,237,628
Interest of 12% per annum is payable on the loans of £36,392,421 (2022: £32,994,625). During the period, £4,098,913 (2022: £3,679,324) was charged.

The company has granted a standard security and floating charge in favour of Iona Renewable Infrastructure LP. In addition, a standard security and floating charge secured over the company's loan was granted to Iona Capital Limited, as security trustee.
9 Deferred Taxation
The directors have considered future profit projections and have recognised tax losses to the extent that they will be utilised against future taxable profits.
2023 2022
£ £
At 1 January 2023 40,332 40,332
Movement for the year (40,332) -
At 31 December 2023 - 40,332
10 Called up share capital 2023 2022
£ £
Ordinary share capital Issued and fully paid
200 Ordinary shares of 50p each 100 100
11 Operating lease commitments
Lessee
The company has entered into an agreement for the lease of land until 14 July 2038, with a break option on the 20th anniversary of the project's commercial operations date.

Future minimum lease payments under non-cancellable operating leases are as follows:
2023 2022
£ £
Not later than one year 138,716 125,668
Later than 1 year and not later than 5 years 554,866 502,672
Later than five years 1,324,077 1,325,195
2,017,659 1,953,535
12 Related party transactions
During the prior year Iona Environmental Infrastructure 2 LP entered into a sale and purchase agreement to sell all of their shares and loan notes to Iona Environmental Infrastructure 3 LP at face value. The agreement was executed on 7 October 2022.
As at the year end, the company owes Iona Renewable Infrastructure LP (formerly known as Iona Environmental Infrasturcture 3 LP) £36,392,421 (2022: £32,994,624).

During the year, interest of £4,098,913 (2022: £2,408,144) was charged on these loans, of which £700,000 (2022: £Nil) was paid and the remainder capitalised. At year end, £11,965 (2022: £10,848) has been accrued and is included in note 7 under other creditors.
Iona Capital Limited is a member of Iona EI (General Partner) 3 LLP, which is the General Partner of Iona Renewable Infrastructure LP.
Iona Capital Limited has a 25% shareholding in Iona Management Services Limited and Philip Davies is a director of Iona Management Services Limited.
2023 2022
£ £
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Sales made to entities with common control or common significant influence 85,036 84,809
Purchases made from entities with common control or common significant influence:
Feedstock 844,803 726,295
Services 1,678,641 1,667,391
In addition to the disclosures above, further trading balances due from related parties are set out below:
2023 2022
£ £
Amounts due from related parties 6,090 Nil
Amounts due to related parties 169,236 102,513
13 Parent Entity
In the opinion of the directors, the immediate controlling party is Iona Renewable Infrastructure LP due to it being the sole shareholder of the company. During the prior year, Iona Environmental Infrastructure 3 LP changed its name to Iona Renewable Infrastructure LP. Further details of the general partner is disclosed in note 12.
14 Other information
Brocklesby Biogas Limited is a private company limited by shares and incorporated in England. Its registered office is:
123 Pall Mall
London
SW1Y 5EA
15 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.
The senior statutory auditor was Kenneth McDowell.
The auditor was Saffery Champness LLP.
The audit report was signed on 25 June 2024
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