The directors present the strategic report for the year ended 31 December 2024.

Warrens Emerald Biogas Ltd (the "company") is a wholly-owned indirect subsidiary of Bio Capital Ltd, its controlling party, which operates in the UK renewable energy sector, owning and operating UK-based operational Anaerobic Digestion ("AD") assets.

The purpose of Warrens Emerald Biogas Ltd continues to be as an operator of an anerobic digestion plant converting food waste collected locally into renewable energy, biofertiliser and biomethane gas, with revenues from the sale of biomethane to the local gas grid and vehicle fuel.

Investors in Bio Capital Ltd and its subsidiaries are investment funds managed through a joint venture by Equitix AD Co Limited and Helios 3 Bio Gas UK 1 LP who have a track record of investment in the renewable energy and infrastructure sectors.

Warrens Emerald Biogas Ltd is held as part of Bio Capital Ltd's investment portfolio and is recognised in accordance with the accounting policies adopted by the group. The value to its parent and ultimate parent company is through fair value as part of a directly held basket of investments rather than as a media through which the group conducts its business. The assets in the group are valued under FRS 102 which uses the fair value accounting rules in the Companies Act 2006 to account for a portfolio of investments. In accordance with this accounting treatment, the financial statements of Bio Capital Ltd and its subsidiaries are not consolidated.

Warrens Emerald Biogas Ltd had a positive trading year. The company continues to focus on optimising performance to maximise generation opportunity. It has a capital programme in place to deliver additional gas-to-grid capacity in 2023. The enhancements made during the year are aligned with delivering future incremental performance.

The company's operating profit for the year (before interest, depreciation and amortisation) was £0.8m (2023: £5.7m) on turnover of £18.3m (2023: £19.9m), which the directors consider to be satisfactory, albeit that the plant performance was impacted by some shortages in feedstock availability. The loss before taxation in the year is £0.4m (2023: £4.6m profit).

Net current assets as at 31 December 2024 were £5.5m (2023: £7.2m), a decrease of 23.1% on the previous year and net assets were £7.8m (2023: £8.9m), a decrease of 12.3% on the previous year.

The company has not made any significant donations to charities in the year (2023: £Nil) and did not make any donations to political parties.

Future Developments

On 23 April 2025, Equitix AD Co Limited became the 100% shareholder in Bio Capital Limited following the successful acquisition of Helios 3 Bio Gas UK 1 LP’s interest in the Company. The transaction marks the evolution of a successful partnership between two leading infrastructure and energy investors who jointly developed the business.

The company monitors a range of financial indicators; operating profit and loss, profit before tax and net assets. These results for the year are detailed in the strategic report.

The company monitors a range of operational KPIs, with the following overall results:

The accident frequency rate

The accident frequency rate ("AFR)" is calculated for all Bio Capital subsidiary companies cumulatively. The AFR shows the number of accidents sustained by all workers for every 1,000,000 hours worked. The AFR has decreased by 26% from the previous year.

Reporting of Injuries, Diseases and Dangerous Occurrences Regulations ("RIDDOR")

The company compares its injury incidence rates of reported non-fatal injuries (reported to the HSE under RIDDOR) against various industries. There was seven RIDDOR reportable lost time injury (in excess of 7 days) in the 12 month period. This incidence rate is higher than that reported the waste industry, the oil and gas industry and the all industry average.

Feedstock Processed & Controlled

Total tonnages controlled for the period were 99% of budget and 13% higher than the previous year.

Biogas/biomethane generation

Biogas generated during the period was 100% of budget and 14% higher than the previous year.

Key Cost Metrics

The company monitors the cost of logistics, disposing of packaging and plastic and maintenance costs. These KPIs were in line with the budget for the period.

The company continues to focus on optimising performance to maximise generation opportunity in its operating companies. The enhancements made during the year are aligned with delivering future incremental performance.

Warrens Emerald Biogas Ltd had an average of 20 employees during the year.

PRINCIPAL RISKS AND UNCERTAINTIES

The company faces the following risks during the normal course of operations:

Legislative risk

The company is at risk of loss of revenue and cash generation from changes in legislation which affect the renewable energy sector.

The company monitors the likelihood and impact of legislative changes through its participation in industry bodies such as Renewable Energy Association ("REA") and UK Anaerobic Digestion and Bioresources Association ("ABDA").

Price & availability of feedstock risk

The operating facilities of the company require a consistent supply of suitable feedstock to maintain the biology of the plant and resulting generation. Market pressures, weather, plant issues/capacity can all impact feedstock supply.

This risk is mitigated by maintaining strong relationships with a wide range of feedstock suppliers and entering into long-term contractual relationships with local authorities. Market pressures faced in recent years continue to impact feedstock costs and revenues which show a strong correlation to gas and power price movements.

The company expect the future implementation of The Waste and Resources Strategy outlined by the Government to have a positive impact on availability and pricing when it is fully enacted.

Plant operating risk

Failure of key components of an operating plant may lead to reduced generation. This risk is mitigated by scheduled planned maintenance and monitoring alongside a team of experienced engineers and long term maintenance partnerships with experienced and competent maintenance providers for specialist plant.

Regulatory compliance risk

The company operates within a heavily regulated environment with failure to comply with regulations having the potential to impact operations. The company operates to 1SO9001, ISO 14001, PAS110 and ISO 45001 with an integrated management system. Compliance and health and safety are a high priority of the directors and reviewed regularly by the Board. All audits during the year were successfully passed.

Credit risk

The company mitigates credit risk by obtaining external credit reports for every new customer in conjunction with regularly monitoring customer credit levels.

Interest Rate Risk

Through its parent company, Bio Capital Ltd, the company has long-term borrowing agreements with its lenders which mitigates the risk of interest rate volatility. It also utilises UK money market funds to maximise its interest earning capability.

Energy pricing risk

The company operates in the UK energy market and as such is exposed to movements in wholesale power and gas pricing. Where appropriate, the company has entered into medium-term gas price agreements to mitigate this risk.

Liquidity risk

The company monitors and manages the cash flow requirements with annual budgets and monthly rolling forecasts that are reviewed regularly by the directors. The capital requirements of the company are met through cash reserves and shareholder loans.

Overall, the directors and shareholders are pleased with the Company's performance in 2024 and are confident that the business is on the well placed to deliver to the agreed business plan.

Approved by the Board of Directors, and on behalf of

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of the generation and sale of power.

The results for the year are set out on page 9.

Ordinary dividends were paid amounting to £1,459,731 (2023: £1,733,353).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year.

These provisions remain in force at the reporting date.

The company manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Post reporting date events are detailed in the Strategic Report under the subheading ‘Future Developments’.

An ordinary dividend of £840,000 was paid in March 2025.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The directors are responsible for preparing the annual report 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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Please refer to note 1.2 in the financial statements. The directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in the financial statements.

We have audited the financial statements of Warrens Emerald Biogas Ltd (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 31 December 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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 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, 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.

As explained more fully in the directors' responsibilities statement, 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 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.

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 auditor's 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 financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of 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. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 an auditor's 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.

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

Warrens Emerald Biogas Ltd (the "company") is a private company limited by shares incorporated in England and Wales. The registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU. The principal place of business is Aycliffe Business Park, Preston Road, Newton Aycliffe DL5 6AB.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As part of the regular budgeting and forecast review process, the directors have prepared cash flow forecasts covering a period in excess of 12 months from the approval of the financial statements and are satisfied the company will have sufficient cash to meet its obligations as they fall due during this period. The company is also a member of a group whose financial position is closely linked to the status and continued support of other group undertakings. Each of these fellow group undertakings have committed to support each other as required for the foreseeable future. true

The company has entered into certain fixed-price export contracts where the directors consider there to be minimal risk with respect to electricity prices over the next 12-18 months and, furthermore, the directors have performed sensitivity analysis on key varaibles such as gas prices and volumes, feedstock costs and yields on these forecasts and are satisfied as a result of this that there is no indication that the company will not be able to continue operating as a going concern.

The company additionally has a long-term financing arrangement with its parent company and any unpaid interest under this arrangement may be deferred until the final repayment date of January 2031, at the discretion of the company.

Having considered the information available at the time of approving the financial statements, the directors have a resonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

The directors have therefore continued to adopt the going concern basis of accounting in preparing the financial statements.

Turnover comprises revenue recognised by the company in respect of generation of biomethane and power.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values on a

straight line basis over their useful lives on the following bases:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

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.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks represent spare parts and consumables held for use on site and are stated at the lower of cost and replacement value.

An assessment is made for impairment at each reporting date.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, amounts owed to group undertakings and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Interest Income

Interest income is recognised in the statement of comprehensive income and retained earnings using the effective interest method.

Finance costs

Finance costs are charged to the statement of comprehensive income 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.

Related parties

The company has taken advantage of the exemption available 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.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Factors are taken into consideration in order to determine whether there are factors that are indicators of impairment in the company fixed assets include the economic viability and expected future financial performance of the assets.

Trade and other receivables are recognised to the extent that they are judged recoverable. Management reviews are performed to estimate the level of reserves for irrecoverable debt. Provisions are made against invoices where recoverability is uncertain.

The directors consider there to be only one geographical market, the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

Aggregate remuneration payable to directors of the company was £Nil (2023: £Nil) and post-employment benefits were accrued for no directors of the company (2023: No directors).

The company operates a defined contribution pension scheme for all qualifying employees. The total expenditure recognised in the profit or loss for defined contribution plans is £22,839 (2023: £21,243). The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions accruing but unpaid at the year end to the defined contribution pension scheme are expeced to be settled wholly within 12 months of the reporting period.

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

The main rate of corporation tax increased to 25.00% from 1 April 2023.

Amounts owed to group undertakings include loans of £2,210,105 (2023: £2,210,105) and £858,835 (2023: £320,226) which are interest bearing at 11.00% per annum and a loan of £8,931,448 (2023: £8,931,448) which is interest bearing at 10.90% per annum. These loans are unsecured and have a final repayment date for capital and all accrued, unpaid interest payable in April 2039. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid. Repayments of both unpaid interest and capital are at the discretion of the borrower. At the balance sheet date, the total capital outstanding was £12,000,388 (2023: £11,461,779).

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

There are no unused tax losses or unused tax credits.

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company has one class of ordinary share and each share carries equal rights to voting, dividends and distibutions on a winding up of the company.

Retained earnings includes all current and prior period retained profits and losses.

Refer to note 19 for details of operating lease commitments, note 20 for details of capital commitments and note 21 for details of guarantees.

The company had no other financial commitments, guarantees or contingent liabilities as at the balance sheet date (2023: None).

At 31 December 2024, the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Amounts contracted for but not provided in the financial statements:

Guarantee given

The company has given a guarantee over long-term bank loans in Bio Capital Finance Limited, and this guarantee is secured by fixed and floating charges over the undertaking and all property and assets present and future including land, shares and securities, intellectual property, monetary claims, plant and equipment, goodwill, uncalled capital, assigned contracts and assigned insurances of the company.

The company is wholly owned by Emerald Holdco Limited, a company registered in England and Wales. The registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU.

As at 31 December 2024, there was no ultimate controlling party. (2023 - No ultimate controlling party)

On 23 April 2025, Equitix AD Co Limited acquired 50.97% of the Bio Capital Ltd issued share capital. Following this transaction, from this date Equitix AD Co Limited became the sole shareholder. The company’s ultimate controlling party became Equitix Fund V LP , a limited partnership registered in England and Wales, with its registered office at 3rd Floor (South), 200 Aldersgate Street, London, EC1A 4HD.