Registered number
11233287
Crofthead Biogas Limited
Filleted Accounts
for the year ended 31 March 2024
Pages for filing with the Registrar
Crofthead Biogas Limited
Registered number: 11233287
Statement of financial position
as at 31 March 2024
Notes 2024 2023
£ £
Fixed assets
Tangible assets 5 15,980,844 16,737,236
Current assets
Stock 57,628 44,004
Debtors 6 1,969,416 1,701,579
Cash at bank and in hand 199,538 370,231
2,226,582 2,115,814
Creditors: amounts falling due within one year 7 (2,250,278) (1,784,561)
Net current (liabilities)/assets (23,696) 331,253
Total assets less current liabilities 15,957,148 17,068,489
Creditors: amounts falling due after more than one year 8 (23,108,945) (21,341,439)
Net liabilities (7,151,797) (4,272,950)
Capital and reserves
Called up share capital 200 200
Profit and loss account (7,151,997) (4,273,150)
Shareholders' funds (7,151,797) (4,272,950)
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:
Alexander Todhunter
Director
Approved by the board on 12 November 2024
Crofthead Biogas Limited
Notes to the accounts
for the year ended 31 March 2024
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 date of approval of the financial statements, the company have prepared and approved up-
to-date management accounts, budgets and cash flow projections which include key revenue and cost assumptions that the directors consider reasonable and prudent. The loan note holders have stated that they will not will not seek early repayment of the loan where this would be detrimental to the going concern status of the company.
Having considered the matters above, the company is of the view that it will have sufficient resources to continue to operate and meet debts as they fall due for the foreseeable future. The financial statements have therefore been prepared on a going concern basis.
Turnover
Turnover represents amounts receivable from the generation of gas (biomethane) and electricity through anaerobic digestion, net of VAT. Turnover from the sale of biomethane is recognised when gas is exported to the grid, 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. 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 25% 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.
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
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 and loan notes, 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.
Loan notes 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.
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.
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.
Tax
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
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
Rentals payable under operating leases are charged against income on a straight line basis over the lease term.
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
2024 2023
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
2024 2023
Average number of persons employed by the company - -
5 Tangible fixed assets
Plant and machinery Motor vehicles Total
£ £ £
Cost
At 1 April 2023 18,564,053 79,800 18,643,853
Additions 207,676 - 207,676
Disposals - - -
At 31 March 2024 18,771,729 79,800 18,851,529
Depreciation
At 1 April 2023 1,848,097 58,520 1,906,617
Charge for the year 948,108 15,960 964,068
On disposals - - -
At 31 March 2024 2,796,205 74,480 2,870,685
Net book value
At 31 March 2024 15,975,524 5,320 15,980,844
At 31 March 2023 16,715,956 21,280 16,737,236
Included within the carrying amount of plant and machinery is loan interest totalling £3,091,961 (2023: £3,273,841) arising on the loan notes detailed in note 8.
6 Debtors 2024 2023
£ £
Trade debtors 212,116 25,588
Deferred tax asset - 175,179
Other debtors 1,757,300 1,500,812
1,969,416 1,701,579
7 Creditors: amounts falling due within one year 2024 2023
£ £
Finance lease 5,102 11,792
Trade creditors 408,997 732,227
Other creditors 841,679 352,042
Loan notes 994,500 688,500
2,250,278 1,784,561
8 Creditors: amounts falling due after one year 2024 2023
£ £
Finance lease - 5,102
Loan notes due 1 - 5 years 2,851,500 1,683,000
Loan notes due after 5 years 20,257,445 19,653,337
23,108,945 21,341,439
Interest of 10% per annum is payable on loan notes totalling £24,103,445 (2023: £22,024,837). During the year, £2,283,177 (2023: £2,134,887) was charged.

The loan notes are secured by way of fixed and floating charge over the entire assets and undertaking of the company, including leasehold land at Crofthead Farm, Dumfries. Security is in favour of Iona Capital Limited as security trustee. The ultimate beneficiaries of this security are the holders of the loan notes.
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.
2024 2023
£ £
At 1 April 2023 - 295,930
Movement for the year - (120,751)
At 31 March 2024 - 175,179
10 Called up share capital 2024 2023
£ £
Ordinary share capital Issued and fully paid
200 Ordinary shares of £1 each 200 200
11 Operating lease commitments
Lessee
The company has entered into a lease of land for a fixed charge of £20,000 per annum, subject to inflationary increases. The lease expires in September 2040.
12 Related party transactions
At the period end, loan notes of £23,630,769 (2023: £21,592,960) were due to Iona Renewable Infrastructure LP of which £975,000 (2023: £675,000) is included within "loan notes" in note 7 and £22,655,769 (2023: £20,917,960) is included within "loan notes" in note 8. Interest of £2,238,403 (2023: £2,092,447) was charged and interest of £6,474 (2023: £5,916) was accrued and is included in other creditors in note 7. The fund is the majority shareholder in the company.
At the period, loans of £472,675 (2023: £431,913) were due to BAC Farming and Crofthead of which £19,500 (2023: £13,500) is included within "loan notes" in note 7 and £453,175 (2023: £396,116) is included within "loan notes" in note 8. Interest of £44,774 (2023: £41,903) was charged and interest of £130 (2023: £118) was accrued and is included in other creditors in note 7. Peter Barbour is a director of BAC Farming and Anne Callander is a director of Crofthead.
2024 2023
£ £
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
352 -
Purchases made from entities with common control or common significant influence:
Feedstock 1,229,253 1,117,287
Services 732,258 528,735
2024 2023
£ £
Amounts due from related parties 422 -
Amounts due to related parties 18,153 3,586
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. Iona Capital Limited is a member of Iona EI (General Partner) 3 LLP, which is the General Partner of Iona Renewable Infrastructure LP.
14 Other information
Crofthead 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 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 audit report is unqualified.
Senior statutory auditor: Kenneth McDowell
Firm: Saffery LLP
Date of audit report: 25 November 2024
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