Registered number
10015556
Whitchurch Biogas Limited
Financial statements
for the year ended 31 December 2023
Pages for filing with the Registrar
Whitchurch Biogas Limited
Registered number: 10015556
Statement of financial position
as at 31 December 2023
Notes 2023 2022
£ £
Fixed assets
Tangible assets 5 9,970,989 10,308,659
Current assets
Stocks 587,921 396,788
Debtors 6 1,970,913 2,974,424
Cash at bank and in hand 206,536 548,246
2,765,370 3,919,458
Creditors: amounts falling due within one year 7 (1,680,140) (994,313)
Net current assets 1,085,230 2,925,145
Total assets less current liabilities 11,056,219 13,233,804
Creditors: amounts falling due after more than one year 8 (19,870,762) (19,869,258)
Net liabilities (8,814,543) (6,635,454)
Capital and reserves
Called up share capital 100 100
Share premium 49,900 49,900
Profit and loss account (8,864,543) (6,685,454)
Shareholders' funds (8,814,543) (6,635,454)
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:
John Kutner
Director
Approved by the board on 13 September 2024
Whitchurch 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
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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.

Tangible fixed assets other than freehold land are stated at cost less depreciation. Land is not depreciated. Where a substantial period of time is required to bring an asset into use, attributable finance costs are capitalised and included in the cost of the relevant asset. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows:
Plant and machinery 5% straight line
Motor vehicles 20% straight line
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.
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
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 statement of financial position 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, 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.
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.
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.
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
Tax
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 income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. 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.
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.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the asset's fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to the income statement so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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
Average number of persons employed by the company - -
5 Tangible fixed assets
Land Plant and machinery Motor vehicles Total
£ £ £ £
Cost
At 1 January 2023 250,000 13,338,299 108,940 13,697,239
Additions - 345,721 114,055 459,776
At 31 December 2023 250,000 13,684,020 222,995 14,157,015
Depreciation
At 1 January 2023 - 3,298,131 90,449 3,388,580
Charge for the year - 777,350 20,096 797,446
At 31 December 2023 - 4,075,481 110,545 4,186,026
Net book value
At 31 December 2023 250,000 9,608,539 112,450 9,970,989
At 31 December 2022 250,000 10,040,168 18,491 10,308,659
Included within the carrying amount of plant and machinery is loan interest totalling £1,366,969 (2022: £1,464,610).
6 Debtors 2023 2022
£ £
Trade debtors 681,663 1,183,389
Deferred tax asset - 1,115,192
Other debtors 1,289,250 675,843
1,970,913 2,974,424
7 Creditors: amounts falling due within one year 2023 2022
£ £
Bank loans and overdrafts 9,952 9,707
Trade creditors 414,587 144,300
Obligations under finance lease and hire purchase contracts 33,344 19,628
Loan notes due within 1 year 198,101 163,718
Other creditors 1,024,156 656,960
1,680,140 994,313
8 Creditors: amounts falling due after one year 2023 2022
£ £
Bank loans 22,435 32,387
Obligations under finance lease and hire purchase contracts 63,542 17,703
Loan notes due within 1-5 years 1,305,336 1,078,791
Loan notes due after 5 years 18,479,449 18,740,377
19,870,762 19,869,258
At the period end, loans of £19,982,886 (2022: £19,982,886) were due, of which £198,101 (2022: £163,718) was due within 1 year and is included within “loan notes due within 1 year” in note 7. Interest of 8% per annum is payable on the loans. During the period £1,598,631 (2022: £1,570,730) was charged to the income statement.

There is a fixed charge in favour of Iona Capital Limited as security trustee, secured over freehold land at Broughall Fields Farm, Ash Road, Whitchurch. There is a floating charge over all the property and undertaking of the company to Iona Capital Limited as security trustee.
9 Called up share capital 2023 2022
£ £
Ordinary share capital Issued and fully paid
80 A Ordinary shares of £1 each 80 80
20 B Ordinary shares of £1 each 20 20
100 100
10 Related party transactions
During the prior year Iona Environmental Infrastructure 2 LP ("IEI 2 LP") entered into a sale and purchase agreement to sell all of their shares and loan notes to Iona Renewable Infrastructure LP ("IRI LP") (formerly Iona Environmental Infrastructure 3 LP) at face value. The agreement was executed on 7 October 2022. As a result, loan notes issued by the company totalling £18,139,281 and accrued interest of £27,830 was transferred from IEI 2 LP to IRI LP.
As at the year end, the company owes IRI LP £18,231,342 (2022: £18,231,344). During the year, interest of £1,458,508 (2022: £341,933) was charged on these loans, of which £Nil (2022: £92,063) was capitalised. At year end £367,624 (2022: £3,996) has been accrued and is included in note 7 under other creditors.
During the year, interest of £140,123 (2022: £137,678) was charged on loan notes from Grocott Developments Limited, a company in which David Grocott is a director. As at the year end, the company owes Grocott Developments Limited £1,751,542 (2022: £1,751,542). Interest of £35,319 (2022: £384) has been accrued on the loan from Grocott Developments Limited and is included within "other creditors" in note 7.
Transactions with related parties 2023 2022
£ £
Purchases made from entities with common control or common significant influence:
Feedstock 475,452 302,082
Services 1,526,432 1,374,819
In addition to the disclosures above, further trading balances due from related parties are set out below:
Amounts due to related parties 306,312 15,725
11 Parent Company
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. Iona Capital Limited is a member of Iona EI (General Partner) 3 LLP, which is the General Partner of Iona Renewable Infrastructure LP.
12 Other information
Whitchurch Biogas Limited is a private company limited by shares and incorporated in England. Its registered office is:
123 Pall Mall
London
SW1Y 5EA
13 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 LLP.
The audit report was signed on 25 September 2024
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