REGISTERED NUMBER: |
GWE Biogas Holdings Limited |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 30th June 2024 |
REGISTERED NUMBER: |
GWE Biogas Holdings Limited |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 30th June 2024 |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Contents of the Financial Statements |
for the year ended 30th June 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 8 |
Other Comprehensive Income | 9 |
Balance Sheet | 10 |
Statement of Changes in Equity | 11 |
Notes to the Financial Statements | 12 |
GWE Biogas Holdings Limited |
Company Information |
for the year ended 30th June 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
Regent's Court |
Princess Street |
Hull |
East Yorkshire |
HU2 8BA |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Strategic Report |
for the year ended 30th June 2024 |
The directors present their strategic report for the year ended 30th June 2024. |
REVIEW OF BUSINESS |
The Company's core activity is that of a holding company for its wholly owned subsidiary, GWE Biogas Ltd, a company focused on the generation of renewable electricity and biomethane, as well as biofertiliser. |
FINANCIAL RESULTS |
The Company recorded turnover of £0.5m (2023: £0.4m) and Net Profit of £0.3m (2023: £0.3m) during the year. |
Financial performance of GWE Biogas Ltd is shown with the statutory accounts of GWE Biogas Ltd only and is not consolidated within these holding company accounts. |
BANK FACILITIES |
We are very grateful for the support of Virgin Money, who have continued to support the business. |
KEY PERFORMANCE INDICATORS |
The board monitors progress on overall strategy by reference to sales and EBITDA within GWE Biogas Ltd, along with appropriate debt leverage levels. |
FUTURE DEVELOPMENTS |
In October 2024, GWE Biogas Ltd was pleased to successfully commission its CO2 capture plant. This significant investment was funded through new long-term bank in GWE Biogas Holdings. |
The investment emphasises GWE Biogas Ltd's already strong green credentials and commitment to minimise its carbon footprint. |
ON BEHALF OF THE BOARD: |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Report of the Directors |
for the year ended 30th June 2024 |
The directors present their report with the financial statements of the company for the year ended 30th June 2024. |
DIVIDENDS |
Interim dividends of £319,205 (2023: £308,955) were paid during the year. No final dividend will be distributed. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1st July 2023 to the date of this report. |
GOING CONCERN |
These financial statements are prepared on a going concern basis. The directors, having considered the forecasts through to 30 June 2026, have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Report of the Directors |
for the year ended 30th June 2024 |
AUDITORS |
The auditors, Smailes Goldie, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
GWE Biogas Holdings Limited |
Opinion |
We have audited the financial statements of GWE Biogas Holdings Limited (the 'company') for the year ended 30th June 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 30th June 2024 and of its profit 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
GWE Biogas Holdings Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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 focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, tax legislation, data protection, anti-bribery, employment, environmental and health and safety legislation. An understanding of these laws and regulations and the extent of compliance was obtained through discussion with management and inspecting legal and regulatory correspondence. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by making enquiries of management and considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
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 journal entries to identify unusual transactions; |
- | assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
- | investigated the rationale behind significant or unusual transactions. |
Report of the Independent Auditors to the Members of |
GWE Biogas Holdings Limited |
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; |
- | reading the minutes of meetings of those charged with governance; |
- | enquiring of management as to actual and potential litigation and claims; and |
- | reviewing correspondence with relevant regulators and the company's legal advisors. |
Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. 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. |
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission, or misrepresentation. |
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 Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
Regent's Court |
Princess Street |
Hull |
East Yorkshire |
HU2 8BA |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Income Statement |
for the year ended 30th June 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
OPERATING PROFIT | 4 |
Income from shares in group undertakings |
782,409 | 746,138 |
Interest payable and similar expenses | 5 |
PROFIT BEFORE TAXATION |
Tax on profit | 6 |
PROFIT FOR THE FINANCIAL YEAR |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Other Comprehensive Income |
for the year ended 30th June 2024 |
2024 | 2023 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Balance Sheet |
30th June 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 8 |
CURRENT ASSETS |
Debtors | 9 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 10 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
11 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 14 |
Merger reserve | 15 |
Retained earnings | 15 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Statement of Changes in Equity |
for the year ended 30th June 2024 |
Called up |
share | Retained | Merger | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1st July 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30th June 2023 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 30th June 2024 |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Notes to the Financial Statements |
for the year ended 30th June 2024 |
1. | STATUTORY INFORMATION |
GWE Biogas Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d); |
• | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
• | the requirement of paragraph 33.7. |
Going Concern |
These financial statements are prepared on a going concern basis. The directors, having considered the forecasts through to 30 June 2026, have a reasonable expectation that the company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on a going concern basis. |
Preparation of consolidated financial statements |
The financial statements contain information about GWE Biogas Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
Related party disclosure |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Investments in subsidiaries |
Investments in subsidiary undertakings are recognised at cost. |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Notes to the Financial Statements - continued |
for the year ended 30th June 2024 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 30th June 2024 nor for the year ended 30th June 2023. |
The average number of employees during the year was NIL (2023 - NIL). |
2024 | 2023 |
£ | £ |
Directors' remuneration |
4. | OPERATING PROFIT |
The operating profit is stated after charging: |
2024 | 2023 |
£ | £ |
Auditors' remuneration |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank loan interest |
Other interest |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Notes to the Financial Statements - continued |
for the year ended 30th June 2024 |
6. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 30th June 2024 nor for the year ended 30th June 2023. |
7. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Ordinary shares of 0.01 each |
Interim |
8. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1st July 2023 |
and 30th June 2024 |
NET BOOK VALUE |
At 30th June 2024 |
At 30th June 2023 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiary |
Registered office: Sandhill Garton Road, Kirkburn, Driffield, East Yorkshire, YO25 9DR |
Nature of business: |
% |
Class of shares: | holding |
The following associate is 25% owned by GWE Biogas Limited. The percentage holding shown is the effective holding owned by the company. |
Associated company |
Registered office: Sandhill Garton Road, Kirkburn, Driffield, East Yorkshire, United Kingdom, YO25 9DR |
Nature of business: |
% |
Class of shares: | holding |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Notes to the Financial Statements - continued |
for the year ended 30th June 2024 |
9. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Amounts owed by group undertakings |
Prepayments |
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2024 | 2023 |
£ | £ |
Bank loans and overdrafts (see note 12) |
Amounts owed to group undertakings |
Other creditors |
Accrued expenses |
11. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2024 | 2023 |
£ | £ |
Bank loans (see note 12) |
Amounts owed to group undertakings |
Other creditors |
The company entered into a new term loan agreement on 29 September 2023 with the company's bank, borrowing £2.5m over a 10 year term. |
12. | LOANS |
An analysis of the maturity of loans is given below: |
2024 | 2023 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
Amounts falling due between one and two years: |
Bank loans - 1-2 years |
Amounts falling due between two and five years: |
Bank loans - 2-5 years |
Amounts falling due in more than five years: |
Repayable by instalments |
Bank loans more 5 yr by instal | 1,850,333 | 715,000 |
GWE Biogas Holdings Limited (Registered number: 11546971) |
Notes to the Financial Statements - continued |
for the year ended 30th June 2024 |
13. | SECURED DEBTS |
The following secured debts are included within creditors: |
2024 | 2023 |
£ | £ |
Bank loans |
Clydesdale Bank PLC hold a charge created on 17 June 2019. The charge consists of a fixed and floating charge against the land and buildings situated at Sandhill Garton Road, Kirkburn, Driffield. The charge contains a negative pledge. |
Clydesdale Bank PLC hold a charge created on 1 March 2019. The charge consists of a fixed and floating charge against the land and buildings situated at Sandhill Garton Road, Kirkburn, Driffield. The charge contains a negative pledge. |
14. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | 0.01 | 1 | 1 |
15. | RESERVES |
Retained | Merger |
earnings | reserve | Totals |
£ | £ | £ |
At 1st July 2023 | 14,363,134 |
Profit for the year |
Dividends | ( |
) | ( |
) |
At 30th June 2024 | 14,332,623 |
16. | RELATED PARTY DISCLOSURES |
During the year, total dividends of £129,605 were paid to the directors . |
At 30th June 2024, Mr & Mrs Girking (Mr Girking is a director of GWE Biogas Holdings Limited) are owed £328,150 by GWE Biogas Holdings Limited, all of which is due in 1-5 years. Interest is charged at 6.5% on the loan. |
At 30th June 2024, M J Girking Ltd (Mr Girking is a director of both M J Girking Ltd and GWE Biogas Holdings Limited) is owed £459,000 by GWE Biogas Holdings Limited, which is due after more than one year. Interest is charged at 6.5% on the loan. |
17. | ULTIMATE CONTROLLING PARTY |
The company's immediate parent company is Birch Valley Holdings Limited, a company registered in England and Wales. Birch Valley Holdings Limited is the company's ultimate parent undertaking. |
The group in which the company's results are consolidated is that of Birch Valley Holdings Limited. Birch Valley Holdings Limited financial statements are available from it's registered office, Estate Office, Eastburn Road, Eastburn, Driffield, YO25 9DP. |