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Registered number: 10661698










GVO B-1 LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
GVO B-1 LIMITED
 
 
COMPANY INFORMATION


Directors
C M Chambers (appointed 5 September 2024)
R B Maddan (appointed 6 September 2024)
C E Stoyell (appointed 12 November 2024)
M N Viergutz (appointed 21 August 2024)




Registered number
10661698



Registered office
Control Tower Hemswell Cliff Industrial Estate
Hemswell Cliff

Gainsborough

DN21 5TU




Independent auditors
Ryecroft Glenton
Chartered Accountants & Statutory Auditors

32 Portland Terrace

Newcastle upon Tyne

NE2 1QP




Bankers
C. Hoare & Co.
37 Fleet Street

London

EC4P 4DQ





 
GVO B-1 LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Comprehensive Income
11
Consolidated Balance Sheet
12 - 13
Company Balance Sheet
14 - 15
Consolidated Statement of Changes in Equity
16
Company Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18 - 19
Consolidated Analysis of Net Debt
20
Notes to the Financial Statements
21 - 52


 
GVO B-1 LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal Activities
 
The Company is an investment holding company and the principal activity of its subsidiary undertakings is the anaerobic digestion business and its associated activities, in the United Kingdom.

Business review
 
The Group financial statements include the results of Hemswell Biogas Limited, Local Generation Limited, EnriCH4 Ltd, Changing Waste Ltd, Stortec Engineering Limited, R100 Energy Limited, Thornfield 001 Limited, Holme Bioenergy Limited, Harris Tobias Limited, Waste Recycling & Destruction Limited and Bisviridi Limited as well as the joint ventures Biocow Environmental Services Limited and Hemswell Power Services Limited.
The results of the Group for year ended 31 December 2023, as set out on pages 11-20, show an operating loss  of £30,440,189 (2022 : £3,697,203).
 
The performance of the anaerobic digestion sites have been adversely impacted by a lower gas price during the year which has resulted in a downturn in revenue from supply of energy, however the amount paid to the company to take food waste, by way of gate fee income, has increased which has mitigated the impact of the gas price drop. Margins have also been impacted by the changing mix in business driven by the relative revenue decline in the anerobic digestion share of total revenue.
Cost of sales were impacted significantly during the year due to the increased cost of feedstock and the associated transport cost, that increased in line with fuel costs. These cost increases could not be passed on through higher selling prices and this resulted in a drop in gross profit margin in 2023 compared with 2022.
Exceptional items
During 2023 £19.17m of exceptional items were reported (note 13).
The Thornfield site has been mothballed in 2024 due to the continued decline in market prices, making it uneconomic to run in the short term until prices improve. A valuation has been performed for the purposes of the 2023 financial statements which has resulted in an impairment being recognised of £9.63m.
This valuation approach was also used at the Holme site which has resulted in an impairment of £6.67m being recognised within the 2023 financial statements. 
The shareholders' deficit of the group total £55,454,926 of which £7,826,701, belonged to non-controlling interests (respectively 2022 comparative amounts include £19,881,192 of total shareholders’ deficit, and £2,288,185 relates to non-controlling interests).
Future developments
In the latter part of 2024 there has been a change of CEO and board members. A 3 year business and investment plan has been approved to turn the group profitable. A new profile for waste costs is being worked on and the Group is looking to reduce these without impacting the quality or quantity of gas produced.
Further investment has been agreed to complete de-grits of tanks and other measures to boost productive capacity and to ensure the sites are being run in the most efficient, compliant, safe and effective way. 

Page 1

 
GVO B-1 LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
Compliance with regulation, legal, health and safety and ethical standards is paramount. The Group has a dedicated compliance team which is overseen by the board. The safety of the group’s employees and the regulated arena in which it operates is one of management’s highest priorities and it continues to review, seek advice, and update its processes within the group.
Credit and liquidity risks are carefully monitored and managed by the directors, with the group being fully supported by the debtholders and shareholders. In this regard, the directors continue to receive funding and a letter of support covering a period of not less than 12 months from the date of these financial statements, from Hansa Aktiengesellschaft, a company with a substantial amount owed from GVO B-1 Limited and where the directors of GVO B-1 Limited are also directors of this company. The directors are satisfied that this risk is fully mitigated.
The group continues to benefit from a 10-year loan agreement with Hansa Aktiengesellschaft dated 31 December 2021, the loan owed to Hansa is unsecured and repayable from the 10th anniversary of the loan agreement date and are accordingly classified as longer-term debt.
The principal risks for the renewable energy businesses arise from availability, pricing of feedstock material and the offtake energy prices. There is a strong and experienced team in place to mitigate these risks by ensuring a constant stream of sufficient and competitively sourced materials. The Group monitors the performance of its energy partners and market trends on a regular basis. Wherever possible it utilises fixed or contracted pricing to minimise and manage downward fluctuations. The directors are confident this is not a long-term issue and higher gas revenues will ensue.

Financial key performance indicators
 
The Group's financial key performance indicators for the year ended 31 December 2023, compared to the year ended 31 December 2022, are shown below.
Given the recent scale and level of investment in establishing the Group and its infrastructure, the directors are of the opinion that analysis using KPl's is not wholly appropriate for an understanding of the development, performance, or position of the Group at this stage of the strategic investment program and market cycle. In particular, one off exceptional items are materially distorting the underlying trading results.


2023
2022
Change
        £
        £
        %
Turnover


99,030,725

91,699,203
 
8.0%
 
Gross profit margin


18.4%

28.6%
 
(10.2%)
 
EBITDA


(22,689,917)

4,788,404
 
(473.9%)
 
Cost of fixed asset additions


6,521,572

7,438,753
 
(12.3%)
 
Loans outstanding


104,063,160

90,423,213
 
15.1%
 

Page 2

 
GVO B-1 LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Group in accordance with Section 172 of the Companies Act 2006
 
The board of directors believe, in good faith, that they have acted both individually and collectively in accordance with the requirements of Section 172 of the Companies Act 2006, thus most likely to promote the success of the company and its group for the benefit of its members and ecosystem.
Long-term decision making: The directors have consistently managed the strategy and corresponding investments of the business with a view to long-term financial stability and sustainable growth.
Our people: GVO B-1 Limited and the group is committed to being a responsible employer and the people employed are key to the future success of the Group. The Group strives to ensure that all employees are fully engaged with and informed of the Group priorities and objectives. In particular, the focus on safety within our working practices.
Partnerships: Delivering the Group's principal activities requires strong mutually beneficial relationships with suppliers, customers, and governmental organisations. The Directors believe in lasting partnerships, founded on a shared commitment to quality, value and service, and continue to embrace these principles.
Community and environment: The group prides itself on its operations and the use of recycled waste products to generate sustainable energy. Raw materials are sustainably sourced from suppliers locally and nationally.
Business conduct: The directors set high expectations for business conduct and must regularly demonstrate these across the group and to necessary regulators.
Shareholders: GVO B-1 is wholly owned by a single shareholder, as highlighted in the Controlling party note per Note 35. There is continual engagement with this shareholder, with dialogue on the strategy and objectives of the group.


This report was approved by the board on 20 March 2025 and signed on its behalf.



................................................
C E Stoyell
Director

Page 3

 
GVO B-1 LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation and non-controlling interests, amounted to £30,035,218 (2022 -  £4,870,133).

The directors do not recommend the payment of a dividend.
At the balance sheet date the net current asset position of the group was £489,677 (2022 - £4,181,799) and the net liability position of the group was £55,454,926 (2022 - £19,881,192). The net liability position for the company was £3,419,380 (2022 - £732,549)

Directors

The directors who served during the year were:

M Kuessner (resigned 9 September 2024)
G Von Opel (resigned 13 November 2023)
E L Von Opel (resigned 13 November 2023)
N F Hunter (resigned 9 September 2024)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4

 
GVO B-1 LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Going concern

The Directors are mindful of the financial position of the Group as at the year end, in particular the net loss of £35,573,734 and the net liability position of £55,454,926 in their assessment of going concern. The directors are mindful of the performance of the Group to the date of signing and the improved results in post year end management accounts which show a positive EBITDA position. During the year, the directors engaged consultants to prepare detailed long term forecasts for the Group, which has been shared and discussed with shareholders, and which shows positive future performance of the group as a whole. This forecast is consistent with the improved performance of the Group to the sign off date of these financial statements. The directors believe that this improved performance and the current cash position of the group, along with the support received from Hansa Aktiengesellschaft, means that the Group is well placed to manage its business risks successfully, and therefore continue to operate as a going concern.
The Group is dependent upon support provided by a related party entity, Hansa Aktiengesellschaft. The directors have made Hansa aware of the financial position of the company, along with the level of support which would be required should it be needed. At the year-end there are amounts due by the Group to Hansa of £103,137,826 (2022- £89,403,937). Hansa Aktiengesellschaft is financially healthy and has provided the Group with a letter of support which states that it will not recall the amounts due and it will also continue to make available such funds as are needed by the Group in order to meet its short term cash flow requirements for at least the next 12 months from sign off. The directors have also ensured that, in making this statement, Hansa Aktiengesellschaft has sufficient resources available to be able to support the group as set out in the letter of support, and therefore be able to continue to operate as a going concern. 

Principal risks and uncertainties

The principal risks and uncertainties have been covered in the Group strategic report.

Future developments

The Company continues to invest in its renewable energy projects and is focused on improving returns on its investments. 

Engagement with suppliers, customers and others

Delivering the Group's principal activity requires strong mutually beneficial relationships with suppliers, customers, and government organisations. The Directors believe in lasting partnerships, founded on a shared commitment to quality, value and service and continue to embrace these principles.

Greenhouse gas emissions

The Group have not disclosed greenhouse gas emissions and energy consumption on the basis that none of the companies in the Group are large. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 5

 
GVO B-1 LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

There have been no other significant events affecting the Group since the year end.

Auditors

The auditorsRyecroft Glentonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 20 March 2025 and signed on its behalf.
 





................................................
C E Stoyell
Director

Page 6

 
GVO B-1 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED
 

Opinion


We have audited the financial statements of GVO B-1 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the  Consolidated and Company Balance Sheets, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 7

 
GVO B-1 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 8

 
GVO B-1 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' 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 Auditors' 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 Group financial statements.


The 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, to detect material misstatements in respect of irregularities, including fraud.:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the responsible individual ensured that the engagement team collectively had the appropriate                                competence, capabilities and skills to identify or recognise non-compliance with applicable laws and    regulations;
• we identified the laws and regulations applicable to the Group and Company through discussions with    directors and other management, and from our commercial knowledge and experience of the sector in    which the company operates;
• we focused on specific laws and regulations which we considered may have a direct material effect on    the financial statements or the operations of the Group and Company, including the Companies Act
         2006, and industry specific legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management and inspecting legal correspondence; and
• we ensured that the identified laws and regulations were communicated within the audit team regularly    and the team remained alert to instances of non-compliance throughout the audit. 
We assessed the susceptibility of the Group and Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:  
• making enquiries of management as to where they considered there was susceptibility to fraud and      their knowledge of actual, suspected and alleged fraud; and
• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations, and reported back to management any weaknesses we identified in the internal controls.

 
Page 9

 
GVO B-1 LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED (CONTINUED)


To address the risk of fraud through management bias and override of controls, we:  
• performed analytical procedures to identify any unusual or unexpected relationships;
• tested a sample of journal and bank entries to identify unusual transactions;
• considered the control environment and raised recommendations on areas of weakness as appropriate;   and
• assessed whether judgements and assumptions made in determining the accounting estimates were    indicative of potential bias. 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:  
• agreeing financial statement disclosures to underlying supporting documentation;
• enquiring of management as to actual and potential litigation and claims;
• discussing laws and regulations with legal counsel and those responsible for monitoring compliance and   issues; 
• reviewing government websites, such as the Environmental Agency to assess whether there have been         any breaches; and
• reviewing correspondence with HMRC, and the Group and Company’s legal advisers where appropriate.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


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 2006Our 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 Auditors' 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.




Andrew Cameron (Senior Statutory Auditor)
  
for and on behalf of
Ryecroft Glenton
 
Chartered Accountants
Statutory Auditors
  
32 Portland Terrace
Newcastle upon Tyne
NE2 1QP

20 March 2025
Page 10

 
GVO B-1 LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022
Note
£
£

  

Turnover
 4 
99,030,725
91,699,203

Cost of sales
  
(80,816,515)
(65,447,950)

Gross profit
  
18,214,210
26,251,253

Administrative expenses
  
(31,266,979)
(30,462,067)

Exceptional administrative expenses
 13 
(19,174,011)
-

Other operating income
 5 
1,593,428
541,126

Other operating charges
  
(1,017)
(27,515)

Operating loss
 6 
(30,634,369)
(3,697,203)

Share of profit of joint venture
  
194,180
42,511

Total operating loss
  
(30,440,189)
(3,654,692)

Income from participating interests
  
-
40,000

Interest receivable and similar income
 10 
21,133
5,509

Interest payable and similar expenses
 11 
(5,082,165)
(1,748,916)

Loss before taxation
  
(35,501,221)
(5,358,099)

Tax on loss
 12 
(72,513)
(745,490)

Loss for the financial year
  
(35,573,734)
(6,103,589)

Loss for the year attributable to:
  

Non-controlling interests
  
(5,538,516)
(1,233,456)

Owners of the parent Company
  
(30,035,218)
(4,870,133)

  
(35,573,734)
(6,103,589)

The notes on pages 21 to 52 form part of these financial statements.

Page 11

 
GVO B-1 LIMITED
REGISTERED NUMBER: 10661698

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 15 
5,448,208
6,171,685

Tangible assets
 16 
46,025,310
63,142,657

Investments
 17 
466,785
513,629

  
51,940,303
69,827,971

Current assets
  

Stocks
 18 
1,547,295
644,178

Debtors: amounts falling due within one year
 19 
16,135,471
17,065,558

Cash at bank and in hand
 20 
4,513,600
4,972,362

  
22,196,366
22,682,098

Creditors: amounts falling due within one year
 21 
(21,706,689)
(18,500,299)

Net current assets
  
 
 
489,677
 
 
4,181,799

Total assets less current liabilities
  
52,429,980
74,009,770

Creditors: amounts falling due after more than one year
 22 
(105,030,697)
(91,079,694)

Provisions for liabilities
  

Deferred taxation
 26 
(2,366,849)
(2,335,795)

Other provisions
 27 
(487,360)
(475,473)

  
 
 
(2,854,209)
 
 
(2,811,268)

Net liabilities
  
(55,454,926)
(19,881,192)


Capital and reserves
  

Called up share capital 
 28 
100
100

Revaluation reserve
 29 
(100,000)
(100,000)

Capital redemption reserve
 29 
5
5

Profit and loss account
 29 
(47,528,330)
(17,493,112)

Equity attributable to owners of the parent Company
  
(47,628,225)
(17,593,007)

Non-controlling interests
  
(7,826,701)
(2,288,185)

  
(55,454,926)
(19,881,192)


Page 12

 
GVO B-1 LIMITED
REGISTERED NUMBER: 10661698
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 March 2025.




................................................
C E Stoyell
Director

The notes on pages 21 to 52 form part of these financial statements.

Page 13

 
GVO B-1 LIMITED
REGISTERED NUMBER: 10661698

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 17 
13,902,382
13,980,606

  
13,902,382
13,980,606

Current assets
  

Debtors: amounts falling due after more than one year
 19 
86,920,455
77,566,218

Debtors: amounts falling due within one year
 19 
2,300,351
1,705,738

Cash at bank and in hand
 20 
53,529
49,434

  
89,274,335
79,321,390

Creditors: amounts falling due within one year
 21 
(6,258,271)
(4,506,149)

Net current assets
  
 
 
83,016,064
 
 
74,815,241

Total assets less current liabilities
  
96,918,446
88,795,847

  

Creditors: amounts falling due after more than one year
 22 
(100,337,826)
(89,528,396)

  

Net liabilities
  
(3,419,380)
(732,549)


Capital and reserves
  

Called up share capital 
 28 
100
100

Profit and loss account brought forward
  
(732,649)
(1,181,453)

Loss/(profit) for the year

  

(2,686,831)
448,804

Profit and loss account carried forward
  
(3,419,480)
(732,649)

  
(3,419,380)
(732,549)


Page 14

 
GVO B-1 LIMITED
REGISTERED NUMBER: 10661698
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 March 2025.



................................................
C E Stoyell
Director

The notes on pages 21 to 52 form part of these financial statements.

Page 15
 

 
GVO B-1 LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Capital redemption reserve
Revaluation reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£
£
£
£
£
£
£



At 1 January 2022
100
5
-
(10,878,611)
(10,878,506)
(1,341,098)
(12,219,604)





Loss for the year
-
-
-
(4,870,133)
(4,870,133)
(1,233,456)
(6,103,589)


Deficit on revaluation of freehold property
-
-
(100,000)
-
(100,000)
-
(100,000)



Contributions by and distributions to owners


RE movement on acquisition/disposal of shares
-
-
-
(1,744,368)
(1,744,368)
-
(1,744,368)


NCI movement on acquisition/disposal of shares
-
-
-
-
-
286,369
286,369





At 1 January 2023
100
5
(100,000)
(17,493,112)
(17,593,007)
(2,288,185)
(19,881,192)





Loss for the year
-
-
-
(30,035,218)
(30,035,218)
(5,538,516)
(35,573,734)



At 31 December 2023
100
5
(100,000)
(47,528,330)
(47,628,225)
(7,826,701)
(55,454,926)



The notes on pages 21 to 52 form part of these financial statements.

Page 16
 
GVO B-1 LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
100
(1,181,453)
(1,181,353)



Profit for the year
-
448,804
448,804



At 1 January 2023
100
(732,649)
(732,549)



Loss for the year
-
(2,686,831)
(2,686,831)


At 31 December 2023
100
(3,419,480)
(3,419,380)


The notes on pages 21 to 52 form part of these financial statements.

Page 17

 
GVO B-1 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(35,573,734)
(6,103,589)

Adjustments for:

Amortisation of intangible assets
548,461
626,078

Depreciation of tangible assets
7,248,587
7,156,264

Impairments of fixed assets
16,713,162
418,090

Loss on disposal of tangible assets
(46,776)
202,664

Government grants
(71,250)
(71,250)

Interest paid
5,082,165
1,748,916

Interest received
(21,133)
(45,509)

Taxation charge
72,513
745,490

(Increase) in stocks
(903,117)
(147,662)

Decrease/(increase) in debtors
589,163
(1,766,375)

Decrease in amounts owed by joint ventures
335,151
26,986

Decrease in amounts owed by participating ints
5,761
27,425

Increase/(decrease) in creditors
3,480,151
(864,627)

Increase in amounts owed to joint ventures
102,310
-

(Decrease)/increase in amounts owed to participating ints
(776,485)
870,350

Increase in provisions
11,887
11,598

Share of operating (loss) in joint ventures
(194,180)
(42,511)

Corporation tax received/(paid)
78,223
(17,404)

Net cash generated from operating activities

(3,319,141)
2,774,934


Cash flows from investing activities

Purchase of intangible fixed assets
(59,899)
(9,270)

Purchase of tangible fixed assets
(6,521,572)
(7,438,753)

Sale of tangible fixed assets
121,661
(13,389)

Interest received
21,133
5,509

HP interest paid
(100,078)
(49,905)

Dividends received
-
40,000

Net cash from investing activities

(6,538,755)
(7,465,808)
Page 18

 
GVO B-1 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Repayment of loans
(93,942)
(156,320)

Other new loans
13,733,889
7,778,230

Repayment of/new finance leases
740,651
623,616

Interest paid
(4,982,087)
(1,699,011)

Impact to retained earnings for change of share ownership
-
(1,744,368)

Change to non-controlling interest for change in ownership
-
286,369

Net cash used in financing activities
9,398,511
5,088,516

Net (decrease)/increase in cash and cash equivalents
(459,385)
397,642

Cash and cash equivalents at beginning of year
4,972,362
4,574,720

Cash and cash equivalents at the end of year
4,512,977
4,972,362


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,513,600
4,972,362

Bank overdrafts
(623)
-

4,512,977
4,972,362


The notes on pages 21 to 52 form part of these financial statements.

Page 19

 
GVO B-1 LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023






At 1 January 2023
Cash flows
New finance leases
Other non-cash changes
At 31 December 2023
£

£

£

£

£

Cash at bank and in hand

4,972,362

(458,762)

-

-

4,513,600

Bank overdrafts

-

(623)

-

-

(623)

Debt due after 1 year

(89,513,050)

-

-

(13,661,270)

(103,174,320)

Debt due within 1 year

(927,801)

-

-

25,148

(902,653)

Finance leases

(1,156,354)

-

(740,651)

-

(1,897,005)


(86,624,843)
(459,385)
(740,651)
(13,636,122)
(101,461,001)

The notes on pages 21 to 52 form part of these financial statements.

Page 20

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

GVO B-1 Limited is a private company limited by shares, incorporated in England and Wales (Registration number: 10661698). The registered office address is Control Tower Hemswell Cliff Industrial Estate, Hemswell Cliff, Gainsborough, DN21 5TU.
GVO B-1 Limited is an investment holding company and the principal activity of its subsidiary undertakings is the anaerobic digestion business and its associated activities, in the United Kingdom.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The financial statements are prepared in sterling, which is the functional currency fo the Company and the Group.
Monetary amounts in these financial statements are rounded to the nearest whole £.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 21

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

The Directors are mindful of the financial position of the Group as at the year end, in particular the net loss of £35,573,734 and the net liability position of £55,454,926 in their assessment of going concern. The directors are mindful of the performance of the Group to the date of signing and the improved results in post year end management accounts which show a positive EBITDA position. During the year, the directors engaged consultants to prepare detailed long term forecasts for the Group, which has been shared and discussed with shareholders, and which shows positive future performance of the group as a whole. This forecast is consistent with the improved performance of the Group to the sign off date of these financial statements. The directors believe that this improved performance and the current cash position of the group, along with the support received from Hansa Aktiengesellschaft, means that the Group is well placed to manage its business risks successfully, and therefore continue to operate as a going concern.
The Group is dependent upon support provided by a related party entity, Hansa Aktiengesellschaft. The directors have made Hansa aware of the financial position of the company, along with the level of support which would be required should it be needed. At the year-end there are amounts due by the Group to Hansa of £103,137,826 (2022- £89,403,937). Hansa Aktiengesellschaft is financially healthy and has provided the Group with a letter of support which states that it will not recall the amounts due and it will also continue to make available such funds as are needed by the Group in order to meet its short term cash flow requirements for at least the next 12 months from sign off. The directors have also ensured that, in making this statement, Hansa Aktiengesellschaft has sufficient resources available to be able to support the group as set out in the letter of support, and therefore be able to continue to operate as a going concern. 

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Page 22

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
Revenue from the sale of energy is recognised at the point at which the energy is produced.  
Revenue from sales of food waste services is recognised on the date that food waste is received.
Revenue from manufactured products is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.  The stage of completion is calculated by comparing costs incurred as a proportion of total costs.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Hire Purchase

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Research and development

As it is not possible to demonstrate with sufficient certainty that projects will generate future economic benefits all expenditure on research shall be recognised as an expense when it is incurred.

 
2.9

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 23

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Finance costs

Finance costs are charged to profit or loss 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.

 
2.12

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 24

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.16

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. 
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.

 The estimated useful lives range as follows:

Goodwill
-
20
years
Purchased goodwill
-
10
years

 
2.17

Development costs

Development costs are initially recognised at cost. After recognition, under the cost model, development costs are measured at cost less any accumulated amortisation and any accumulated impairment losses. All development costs 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. Amortisation is not recognised until the asset is fully revenue generating to the reasonable levels expected by management.

  
2.18

Patent costs

Patent costs are initially recognised at cost. After recognition, under the cost model, patent costs are measured at cost less any accumulated amortisation and any accumulated impairment losses. All patent costs 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. Amortisation is not recognised on the patent costs until the asset the patent relates to is fully revenue generating to the reasonable levels expected by management.

 
2.19

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 25

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.19
Tangible fixed assets (continued)

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Freehold property
-
10 years
Short-term leasehold property
-
10 - 25 years
Major plant and machinery
-
20 years
Other plant and machinery
-
5 -10 years
Motor vehicles
-
3 - 10 years
Fixtures and fittings
-
5 - 10 years
Office equipment
-
3 - 10 years
Computer equipment
-
3 years
Assets under construction
-
are not depreciated until operational

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.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Assets under construction are not depreciated until they are completed and operating at the intended level by management. 

 
2.20

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

Page 26

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.22

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.23

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in joint ventures and associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

 
2.24

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 27

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.25

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.26

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.27

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.28

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.29

Financial instruments


The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. 
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

Page 28

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Judgement is applied in the recognition of income from the supply of energy.  The income receivable from some income streams relating to time periods covered by these financial statements will only be notified to the Group some time after the year end.  The Group's policy is to recognise this income only when notified, when the amount is determined with certainty.
Sources of estimation uncertainty are:-
Amortisation of goodwill.  The group uses a policy of amortising goodwill over 20 and 10 years reflecting the period over which intangible rights are anticipated to last. Cumulative goodwill amortisation of £3,542,196 is recorded against goodwill assets of £8,990,404 at the balance sheet date.
Depreciation of fixed assets.  Directors are able to estimate to a reasonable degree of accuracy the lifetime of major assets. Cumulative depreciation of £43,733,661 against fixed assets cost of £89,758,971 is recorded at the balance sheet date
Further information on amortisation and depreciation rates is provided in Note 2 to these financial statements.
Land reclamation costs. Provision is made for obligations to decommission plant and land where an obligation is known to exist.  Estimation is made of the cost of making good based upon local conditions. The value of the provision at the balance sheet date is £487,360.
Elimination of intragroup profits. Any profit or loss on transactions included within the balance sheet of the Group are eliminated on consolidation to the extent of the group's interest. Absorption of all costs are factored in when calculating the profit or loss on the transaction and applied consistently across all associates.
Work in progress. Work in progress is valued based uopn the stage of completion of a contract at the end of the reporting period, taking into account costs incurred and costs to complete. Costs to complete are estimated by the project managers, based upon their knowledge and understanding of the work carried out, and the underlying contract.

Page 29

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Energy and gate fee income
39,868,214
39,058,890

Engineering income
12,938,900
9,069,405

Waste product and recycling
46,223,611
43,570,908

99,030,725
91,699,203


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
98,168,023
87,876,814

Rest of World
862,702
3,822,389

99,030,725
91,699,203



5.


Other operating income

2023
2022
£
£

Other operating income
1,026,040
175,355

Net rents receivable
135,900
122,640

Government grants receivable
71,250
71,250

Insurance claims receivable
217,786
120,000

Commissions receivable
142,452
51,881

1,593,428
541,126


Page 30

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Amortisation
548,461
626,078

Impairment
16,713,162
418,090

Depreciation
7,248,587
7,156,264

Exchange differences
7,598
14,795

Other operating lease rentals
1,580,624
1,338,120


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
186,200
140,264

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
605
19,500

All non-audit services not included above
48,866
26,808

Page 31

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
9,644,381
8,665,765
429,240
401,608

Social security costs
1,090,105
980,731
57,533
54,942

Cost of defined contribution scheme
267,903
188,330
1,316
1,317

11,002,389
9,834,826
488,089
457,867


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Operating activities
162
145
-
-



Key management and support
39
35
2
2

201
180
2
2


9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
429,240
214,232

Group contributions to defined contribution pension schemes
1,316
439

430,556
214,671


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £414,240 (2022 - £199,232).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,316 (2022 - £439).

Page 32

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest receivable

2023
2022
£
£


Other interest receivable
21,133
5,509

21,133
5,509


11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
31,810
19,181

Other loan interest payable
4,949,380
1,677,192

Finance leases and hire purchase contracts
100,078
49,905

Other interest payable
897
2,638

5,082,165
1,748,916

Page 33

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
170,360
522,029


170,360
522,029


Group taxation relief
(128,901)
(522,029)


41,459
-


Total current tax
41,459
-

Deferred tax


Origination and reversal of timing differences
31,054
172,564

Tax losses
-
572,926

Total deferred tax
31,054
745,490


Tax on loss
72,513
745,490
Page 34

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(35,501,221)
(5,358,099)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
(8,349,887)
(1,018,039)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,030,988
1,610,924

Capital allowances for year in excess of depreciation
(1,667,286)
(1,763,172)

Utilisation of tax losses
91,512
(598,229)

Impairment of fixed assets
3,837,393
-

Unrelieved tax losses carried forward
4,170,582
2,370,144

Other differences leading to an increase (decrease) in the tax charge
57,059
(84,140)

Group relief
(128,901)
(517,488)

Deferred tax charge for the year
31,053
745,490

Total tax charge for the year
72,513
745,490


Factors that may affect future tax charges

There were no factors that may affect future tax charges.




13.


Exceptional items

2023
2022
£
£


Bad debt write off
2,160,693
-

Joint venture loan write off
300,156
-

Impairment charges on fixed assets
16,315,447
-

Impairment charges on Biocow investment/goodwill
397,715
-

19,174,011
-

Page 35

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £2,686,831 (2022 - profit £448,804).


15.


Intangible assets

Group





Patents
Development expenditure
Trademarks
Computer software
Goodwill
Total

£
£
£
£
£
£



Cost


At 1 January 2023
9,270
850,000
-
-
8,149,459
9,008,729


Additions
40,543
-
5,136
14,220
-
59,899


Revaluation surplus
-
-
-
-
(78,224)
(78,224)



At 31 December 2023

49,813
850,000
5,136
14,220
8,071,235
8,990,404



Amortisation


At 1 January 2023
-
-
-
-
2,837,044
2,837,044


Charge for the year
1,475
14,167
514
-
532,305
548,461


Impairment charge
-
-
-
-
156,691
156,691



At 31 December 2023

1,475
14,167
514
-
3,526,040
3,542,196



Net book value



At 31 December 2023
48,338
835,833
4,622
14,220
4,545,195
5,448,208



At 31 December 2022
9,270
850,000
-
-
5,312,415
6,171,685



Page 36

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Tangible fixed assets

Group






Freehold property
Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings

£
£
£
£
£



Cost or valuation


At 1 January 2023
4,945,943
1,922,752
70,973,794
1,248,043
1,512,921


Additions
26,939
192,172
2,376,872
934,791
14,895


Disposals
-
-
(14,469)
(112,592)
(5,995)


Transfers between classes
-
-
2,839,981
-
-



At 31 December 2023

4,972,882
2,114,924
76,176,178
2,070,242
1,521,821



Depreciation


At 1 January 2023
674,060
215,733
16,723,309
736,599
1,294,475


Charge for the year on owned assets
157,088
142,449
6,645,896
45,055
(237,482)


Charge for the year on financed assets
-
-
92,925
206,435
-


Disposals
-
-
(5,908)
(105,641)
(5,533)


Impairment charge
-
-
16,315,447
-
-



At 31 December 2023

831,148
358,182
39,771,669
882,448
1,051,460



Net book value



At 31 December 2023
4,141,734
1,756,742
36,404,509
1,187,794
470,361



At 31 December 2022
4,271,883
1,707,019
54,250,485
511,444
218,446
Page 37

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           16.Tangible fixed assets (continued)


Office equipment
Computer equipment
Assets under construction
Total

£
£
£
£



Cost or valuation


At 1 January 2023
1,390,385
99,789
1,372,408
83,466,035


Additions
167,768
23,428
2,784,707
6,521,572


Disposals
(95,580)
-
-
(228,636)


Transfers between classes
60,800
-
(2,900,781)
-



At 31 December 2023

1,523,373
123,217
1,256,334
89,758,971



Depreciation


At 1 January 2023
609,515
69,687
-
20,323,378


Charge for the year on owned assets
134,644
15,877
-
6,903,527


Charge for the year on financed assets
45,700
-
-
345,060


Disposals
(36,669)
-
-
(153,751)


Impairment charge
-
-
-
16,315,447



At 31 December 2023

753,190
85,564
-
43,733,661



Net book value



At 31 December 2023
770,183
37,653
1,256,334
46,025,310



At 31 December 2022
780,870
30,102
1,372,408
63,142,657

Page 38

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           16.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Plant and machinery
808,196
795,530

Motor vehicles
1,053,191
351,369

Office equipment
202,447
206,728

2,063,834
1,353,627

The freehold property in one of the group subsidiaries was revalued in the prior year from £300,000 to £200,000. The 2022 valuation was made by Mullucks, an estate agency and registered Chartered Surveyors, on an open market value for existing use basis.

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:

2023
2022
£
£

Group


Cost
138,971
138,971

Accumulated depreciation
(127,460)
(124,681)

Net book value
11,511
14,290

Subsequent to the reporting date, on 30 September 2024, a professional valuation of the plant at Thornfield was carried out. The valuation indicated that the fair value of the property and plant was £5,167,000. This was considered to be an adjusting event under FRS 102 as it reflects market conditions existing at the balance sheet date and therefore an impairment charge was recognised.
Given this plant is comparable to that at Holme Bioenergy, an impairment charge was also recognised in this company to bring the closing NBV in line with this valuation. 

Page 39

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Fixed asset investments

Group





Investments in subsidiary companies
Investment in joint ventures
Total

£
£
£



Cost


At 1 January 2023
10,551
503,078
513,629


Share of profit/(loss)
-
194,180
194,180



At 31 December 2023

10,551
697,258
707,809



Impairment


Charge for the period
-
241,024
241,024



At 31 December 2023

-
241,024
241,024



Net book value



At 31 December 2023
10,551
456,234
466,785



At 31 December 2022
10,551
503,078
513,629

The Group holds an indirect shareholding in Biocow Environmental Services Limited of 38.5%. Biocow Environmental Services Limited is a waste management services provider registered at Somerset Farm, Cants Drove, Murrow, Wisbech, Cambridgeshire, England, PE13 4HN. 
This investment in Biocow has been fully impaired during the year. 
The Group holds an indirect shareholding in Hemswell Power Solutions Limited of 47.5%. Hemswell Power Solutions Limited is an electricity sales retailer registered at The Control Tower, Hemswell Cliff Industrial Estate, Hemswell Cliff, Gainsborough, Lincolnshire, United Kingdom, DN21 5TJ.
The Group also holds an indirect investment in Feeding Stuff & Fertilisers (London) Limited and Percy Tobias and Company Limited which were acquired as part of the purchase of Harris Tobias Limited on 10 March 2020. Both companies are dormant and have been excluded from consolidation due to their inclusion not being material.

Page 40

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
13,980,606


Disposals
(78,224)



At 31 December 2023
13,902,382






Net book value



At 31 December 2023
13,902,382



At 31 December 2022
13,980,606


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Hemswell Biogas Limited
Gainsborough
Ordinary A
99%
Local Generation Limited
Gainsborough
Ordinary
76%
EnriCH4 Limited
Gainsborough
Ordinary
75%
Changing Waste Limited
Gainsborough
Ordinary A
95%
Stortec Engineering Limited
Clitheroe
Ordinary
65%
R100 Energy Limited
Gainsborough
Ordinary
99%
Thornfield 001 Limited
Gainsborough
Ordinary
74%
Holme Bioenergy Limited
Gainsborough
Ordinary
97%
Harris Tobias Limited
Stansted
Ordinary
90%
Waste Recycling and Destruction Limited
Gainsborough
Ordinary
100%
Bisviridi Limited
Gainsborough
Ordinary
75%

The Gainsborough registered office is at Control Tower, Hemswell Cliff Industrial Estate, Hemswell Cliff, Gainsborough, DN21 5TU.
The Clitheroe registered office is at Unit 15, Deanfield Drive, Link 59 Business Park, Clitheroe, BB7 1QJ.
The Stansted registered office is at 3 Station Road, Stansted, Mountfitchet, Essex, CM24 8BE. 

Page 41

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Stocks

Group
Group
2023
2022
£
£

Raw materials and consumables
1,080,000
344,774

Finished goods and goods for resale
467,295
299,404

1,547,295
644,178


Page 42

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Debtors

Group

Group
Company

Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due after more than one year

Amounts owed by group undertakings
-
-
86,920,455
77,566,218

-
-
86,920,455
77,566,218


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Trade debtors
9,955,695
10,361,303
-
-

Amounts owed by group undertakings
-
-
1,194,373
1,643,490

Amounts owed by joint ventures and associated undertakings
156,984
497,896
-
-

Other debtors
2,481,119
2,308,147
1,105,978
62,248

Called up share capital not paid
200
200
-
-

Prepayments and accrued income
2,701,840
2,914,717
-
-

Amounts recoverable on long-term contracts
839,633
983,295
-
-

16,135,471
17,065,558
2,300,351
1,705,738


On 31 December 2021, the parent company signed a loan agreement with its subsidiaries. Repayments are due 10 years from the date of the agreement, are in part interest free and repayable on demand.
Included in amounts due from group undertakings due within one year are unsecured loans which are interest free and repayable on demand.


20.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Cash at bank and in hand
4,513,600
4,972,362
53,529
49,434

Less: bank overdrafts
(623)
-
(19)
-

4,512,977
4,972,362
53,510
49,434


Page 43

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
623
-
19
-

Bank loans (Note 23)
72,622
93,945
-
-

Other loans (Note 23)
816,218
816,218
-
-

Payments received on account
1,444,788
1,376,340
-
-

Trade creditors
12,098,427
9,924,105
874,753
114,462

Amounts owed to group undertakings
-
-
3,537,292
3,410,021

Amounts owed to joint ventures
102,310
-
-
-

Amounts owed to other participating interests
854,927
1,631,412
843,866
750,000

Corporation tax
48,575
7,128
-
-

Other taxation and social security
997,342
1,462,128
72,276
128,711

Obligations under finance lease and hire purchase contracts
489,575
234,366
-
-

Other creditors
369,381
126,720
232,565
59,350

Accruals and deferred income
4,411,901
2,827,937
697,500
43,605

21,706,689
18,500,299
6,258,271
4,506,149


Page 44

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans (Note 23)
36,494
109,113
-
-

Other loans (Note 23)
103,137,826
89,403,937
100,337,826
89,403,937

Net obligations under finance leases and hire purchase contracts
1,407,430
921,988
-
-

Other creditors
-
124,459
-
124,459

Government grants received
448,947
520,197
-
-

105,030,697
91,079,694
100,337,826
89,528,396


Security is held over the assets against which finance has been provided.
During the year, the Group entered into a convertible loan agreement with Hansa Aktiengesellschaft for an initial principal amount of £2,800,000 and an interest charge of 15% which is considered market rate. Repayments can be made at any point up to maturity in 2025, at which point any amount outstanding will be converted into Ordinary shares in GVO B-1 Limited. The conversion will see 1 Ordinary share in GVO B-1 Limited allotted and fully paid for every £3,333.33 outstanding. 

Government grants received are amortised in line with the consumption of the resources they were utilised to create.

Page 45

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Loans


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
72,622
93,945
-
-

Other loans
816,218
816,218
-
-


888,840
910,163
-
-

Amounts falling due 1-2 years

Bank loans
31,208
72,619
-
-

Other loans
2,800,000
-
-
-


2,831,208
72,619
-
-

Amounts falling due 2-5 years

Bank loans

5,286
36,494
-
-

Amounts falling due after more than 5 years

Other loans
100,337,826
89,403,937
100,337,826
89,403,937

100,337,826
89,403,937
100,337,826
89,403,937

104,063,160
90,423,213
100,337,826
89,403,937


Included within bank loans is a Coronavirus Business Interruption Loan (CBIL) of which £83,333 (2022 - £145,833) was outstanding at the year end. The loan attracts interest at a floating rate of 3.5% p.a. over the base rate. The loan is repayable in instalments commencing in May 2021 over a term of 48 months. 
There is also a loan with HSBC of which £25,783 (2022 - £35,652) was outstanding at the year end. The loan is repayable monthly to June 2026 and attracts an interest rate of 2.5%.
Other loans due less than 1 year are minority interest shareholder loans due in a subsidiary company which are unsecured, interest free and repayable on demand. 
Other loans due after 1 year represent a Pound Sterling loan from Hansa Aktiengesellschaft. The loan is unsecured and repayable on demand. Interest is charged at the SFTA. 

Page 46

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
489,575
234,366

Between 1-5 years
1,402,478
896,902

Over 5 years
4,952
25,086

1,897,005
1,156,354


25.


Financial instruments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Financial assets

Financial assets measured at fair value through profit or loss
10,952,312
11,842,494
88,048,437
79,209,708


Financial liabilities

Financial liabilities measured at amortised cost
121,428,415
104,806,667
106,291,237
93,722,025


Financial assets that are debt instruments measured at amortised cost within the group comprise trade debtors and amounts owed by joint ventures, related parties and amounts recoverable on long term contracts. Within the company, financial assets also include amounts due from group undertakings. 


Financial liabilities measured at amortised cost within the group comprise trade creditors, accruals, amounts owed to participating interests and loans payable. Within the company, financial liabilities also include amounts due to group undertakings.

Page 47

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(2,335,795)
(1,590,305)


Charged to the profit or loss
(31,054)
(745,490)



At end of year
(2,366,849)
(2,335,795)

Company


2023
2022






At end of year
-
-
The provision for deferred taxation is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
(3,149,456)
(2,517,991)

Tax losses carried forward
782,607
182,196

(2,366,849)
(2,335,795)

Page 48

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Provisions


Group



Land reclamation

£





At 1 January 2023
475,473


Charged to profit or loss
11,887



At 31 December 2023
487,360

Liabilities for decommissioning costs are recognised when the company has an obligation to dismantle and remove the Anaerobic Digestion plant equipment and to restore the land on which it is located. Liabilities may arise upon construction of such facilities, upon acquisition or through a subsequent change in legislation or regulations. The amount recognised is the estimated present value of expenditure determined in accordance with local conditions and requirements. A corresponding tangible item of property and equipment equivalent to the provision is also created.
Any changes in the present value of the estimated expenditure is added to or deducted from the cost of the asset to which it relates. The adjusted depreciable amount of the asset is then depreciated prospectively over its remaining useful life. The unwinding of the discount on the decommissioning provision is included as a finance cost. 


28.


Share capital

2023
2022
£
£
Allotted, called up and not paid



10,000 Ordinary shares of £0.01 each
100
100



29.


Reserves

Revaluation reserve

The revaluation reserve relates to the revaluations of the freehold property in the Group.

Capital redemption reserve

The capital redemption reserve records the nominal value of shares repurchased within a subsidiary company.

Profit and loss account

The profit and loss account represents cumulative profits or losses, including any unrealised profit, net of dividends paid and other adjustments.

Page 49

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

30.


Capital commitments




At 31 December 2023 the Group had capital commitments as follows:


Group
Group
2023
2022
£
£

Contracted for but not provided in these financial statements
-
4,574,045

-
4,574,045


31.


Pension commitments

All companies within the Group operate defined contributions pension schemes. The assets of the schemes are held separately from those of the companies  in  independently administered funds. The pension cost charge represents contributions payable by the Group to the fund and amounted to £267,645 (2022 - £166,468). Contributions totalling £123,557 (2022 - £57,319) were payable to the funds at the balance sheet date and are included in creditors.


32.


Commitments under operating leases

At 31 December 2023 the Group and Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
677,350
654,828
15,777
15,777

Later than 1 year and not later than 5 years
2,134,125
2,080,783
-
-

Later than 5 years
5,563,898
5,725,902
-
-

8,375,373
8,461,513
15,777
15,777


Page 50

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

33.


Related party transactions

GVO B-1 Limited is the holding company of the GVO B-1 group. At the year end the amount owing from
subsidiary companies to GVO B-1 Limited was £88,114,828 (2022 – £79,209,708) and the amount owed
to subsidiary companies was £3,537,292 (2022 - £3,410,021).
The parent company had sales from subsidiary companies totalling £nil (2022 - £381,453).
The Group had transactions with joint ventures which were all concluded under normal market conditions. The amount outstanding from these joint ventures was £156,984 (2022 - £497,896) and the amount outstanding to these joint ventures at the year end was £102,310 (2022 - £828,850).
During the year, the Group wrote off a loan with a joint venture for £309,500 which had previously been recognsied within amounts outstanding from joint ventures. 
Three of the four directors of GVO B-1 Limited are directors of Hansa Atkiengesellschaft which has provided loans to group companies totalling £103,137,826 (2022 - £89,403,907). The loans remain outstanding at the balance sheet date.
During the year, the Group made related party transactions and had balances outstanding with the following entities who had a common directorship or common key management personnel who were deemed able to exercise significant influence over both entities.
The Group made sales of £nil (2022 - £604) to these entities. The Group also made purchases of £459,590 (2022 - £465,245) during the year. At the year-end, the amount outstanding from these related parties was £nil (2022 - £nil) and the amount outstanding to these related parties was £36,678 (2022 - £41,501).
Amounts due between related parties are unsecured, interest free, and repayable on demand. No amounts with related parties have been waived or written off.
During the year, the Group paid £17,274 (2022 - £nil) to third parties on behalf of GVO Capital Limited, a company related by virtue of the shareholder of GVO Capital Limited being the spouse of a person with significant influence over GVO B-1 Limited. The Company received payments from GVO Capital Limited of £80,000 (2022 - £nil). During the year GVO Capital Limited also made payments of £31,140 (2022 - £nil) to third parties on behalf of GVO B-1 Limited. At the year end, the Group owed £93,866 (2022 - £nil) to GVO Capital Limited. 
At the year end the Group owed £500,000 (2022 - £500,000) to GVO S-1 Limited, a related party by virtue of the shareholder of GVO S-1 Limited being the spouse of a person with significant influence over GVO B-1 Limited. This loan is interest free and repayable on demand and is included in amounts owed to participating interests, due within one year. 
At the year end the Group owed £250,000 (2022 - £250,000) to a spouse of a shareholder of GVO B-1 Limited. This amount is interest free and repayable on demand and is included in amounts owed to participating interests due within one year. 
At the year end the Group owed £2,841 (2022 - £2,841) to Percy Tobias & Company Limited and £8,580 (2022 - £8,580) to Feeding Stuff and Fertilisers (London) Limited with both balances interest free, repayable on demand and including in amounts owed to participating interests due within one year. 
Key management personnel
Key management are those considered responsible at senior management level for the running of the Group. The remuneration payable to key management for the year was £783,307 (2022 - £755,039) including employer's national insurance of £87,025 and employer's pension of £15,363.

Page 51

 
GVO B-1 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

34.


Contingent liability

During the year, R100 Energy Limited and Holme Bioenergy Limited, which are subsidiaries of GVO B-1 Limited, entered into convertible loan agreements whereby Hansa Aktiengesellschaft has the option to convert the outstanding loan balance into ordinary share capital of GVO B-1 Limited. 
The total initial principal amount was £2,800,000. Repayments can be made at any point up to maturity in 2025, at which point any amount outstanding will be converted into Ordinary shares in GVO B-1 Limited. The conversion will see 1 Ordinary share in GVO B-1 Limited allotted and fully paid for every £3,333.33 outstanding. 
The Ordinary Shares arising on conversion of the total facility amount shall be credited as fully paid and rank pari passu with Ordinary Shares of the same class in issue on the conversion date and shall carry the right to receive all dividends and other distributions declared after the conversion date.


35.


Controlling party

The ultimate controlling party is Mrs E L von Opel by virtue of her 100% shareholding in the company.

 
Page 52