Company registration number 12253606 (England and Wales)
EMERALD HOLDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
EMERALD HOLDCO LIMITED
COMPANY INFORMATION
Directors
P Gill
M Czulowski
Dr D McKee
(Appointed 12 May 2025)
Company number
12253606
Registered office
The Corn Store
Hyde Hall Farm
Buntingford
Hertfordshire
United Kingdom
SG9 0RU
Auditor
Azets Audit Services
2nd Floor, Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
EMERALD HOLDCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 21
EMERALD HOLDCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
BUSINESS REVIEW
Emerald Holdco Limited is a wholly-owned indirect subsidiary of Bio Capital Ltd, its ultimate parent company, which operates in the UK renewable energy sector, owning and operating UK-based operational Anaerobic Digestion ("AD") assets.
Investors in Bio Capital Ltd 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.
Each asset is held as part of Bio Capital Ltd’s investment portfolio and is recognised in accordance with the accounting policies adopted by the company. The value to the company is through fair value as part of a directly held basket of investments rather than as a media through which the company 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 Emerald Holdco Ltd and its subsidiaries are not consolidated.
A group wide long term strategy is fully developed which sees continued investment in the portfolio to optimise the efficiency and robustness of operations and enhance operational revenue generation through innovation in product development.
Emerald Holdco Limited had a positive trading year, through its subsidiaries. The company continues to focus on optimising performance to maximise generation opportunity. The enhancements made during the year are aligned with delivering future incremental performance.
The company’s profit before taxation was £33.6m (2023: Loss £1.6m) which the directors consider to be satisfactory.
The net current assets as at 31 December 2024 are £2.9m (2023: £1.3m) and the net assets are £49.7m (2023: £16.1m).
The increase in net assets results from the movement in fair value of its investments in the year.
The company has not made any significant donations to charities and did not make any donations to political parties (2023: £Nil).
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.
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).
EMERALD HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
PRINCIPAL RISKS AND UNCERTAINTIES - CONTINUED
Price & availability of feedstock risk
The operating facilities of the Group 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 future implementation of The Waste and Resources Strategy has now been confirmed by the Government and it is expected that this will have a positive impact on availability and pricing when it is enacted in 2026.
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 companies across the group operate 1SO9001, ISO 14001 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
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 operating companies within the group have entered into medium term power price agreements to mitigate this risk.
Liquidity risk
the Company monitors and manages the cash flow requirements on a group wide basis with annual budgets and monthly rolling forecasts that are reviewed regularly by the directors. The capital requirements of the Group are met through cash reserves and shareholder loans.
Overall, the directors are satisfied with the performance of the company in the period.
KEY PERFORMANCE INDICATORS
The company monitors a range of financial KPls against its budget for the period. The measures are operating profit, profit before taxation and net assets.
The results for the year are stated in the business review section and are in line with the budget.
EMERALD HOLDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Approved by the Board of Directors and approved by
Dr D McKee
Director
30 June 2025
EMERALD HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of being an interim holding company.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid in the year (2023: £Nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
P Gill
M Czulowski
I Raanan
(Resigned 23 May 2025)
A Sharpe
(Resigned 9 May 2025)
Dr D McKee
(Appointed 12 May 2025)
Qualifying third party indemnity provisions
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.
Financial instruments
Liquidity risk
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.
Credit risk
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.
Significant events during the year
On 17 December 2024, the company acquired 100% of the issued share capital of High Hedley Biogas Limited. (see note 9)
Post reporting date events
Post reporting date events are detailed in the Strategic Report under the subheading ‘Future Developments’.
Auditor
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
EMERALD HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Statement of directors' responsibilities
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.
Statement of disclosure to auditor
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.
Going Concern
Please refer to note 1.2 to 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.
On behalf of the board
Dr D McKee
Director
30 June 2025
EMERALD HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EMERALD HOLDCO LIMITED
- 6 -
Opinion
We have audited the financial statements of Emerald Holdco Limited (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.
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.
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.
EMERALD HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EMERALD HOLDCO LIMITED
- 7 -
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 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.
Responsibilities of directors
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.
Auditor's 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 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.
EMERALD HOLDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EMERALD HOLDCO LIMITED
- 8 -
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.
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.
Laura Pingree (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
30 June 2025
Chartered Accountants
Statutory Auditor
2nd Floor, Regis House
45 King William Street
London
United Kingdom
EC4R 9AN
EMERALD HOLDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Income from shares in group undertakings
6
1,459,731
1,733,353
Interest receivable from group undertakings
6
265,592
245,778
Interest payable to group undertakings
7
(7,771,469)
(6,615,571)
Changes in fixed asset investments held at fair value
9
39,606,228
3,004,183
Profit/(loss) before taxation
33,560,082
(1,632,257)
Tax on profit/(loss)
8
Profit/(loss) for the financial year
33,560,082
(1,632,257)
There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
EMERALD HOLDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
9
123,092,981
83,340,400
Current assets
Debtors falling due after more than one year
11
4,008,020
2,273,601
Creditors: amounts falling due within one year
12
(1,139,937)
(993,584)
Net current assets
2,868,083
1,280,017
Total assets less current liabilities
125,961,064
84,620,417
Creditors: amounts falling due after more than one year
13
(76,252,875)
(68,472,310)
Net assets
49,708,189
16,148,107
Capital and reserves
Called up share capital
14
1
1
Profit and loss reserves
15
49,708,188
16,148,106
Total equity
49,708,189
16,148,107
The financial statements were approved by the board of directors and authorised for issue on 30 June 2025 and are signed on its behalf by:
Dr D McKee
Director
Company Registration No. 12253606
EMERALD HOLDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
1
17,780,363
17,780,364
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,632,257)
(1,632,257)
Balance at 31 December 2023
1
16,148,106
16,148,107
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
33,560,082
33,560,082
Balance at 31 December 2024
1
49,708,188
49,708,189
EMERALD HOLDCO LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
19
146,353
-
Investing activities
Increase in shares held in subsidiaries
(1)
(9,351,322)
Capitalised acquistion costs
(146,353)
Issue of loans to group undertakings
(1,776,284)
Interest received
307,458
182,276
Dividends received
1,459,731
1,733,353
Net cash used in investing activities
(155,449)
(7,435,693)
Financing activities
Loan from group undertakings
1,776,285
9,351,323
Interest paid
(1,767,189)
(1,915,630)
Net cash generated from financing activities
9,096
7,435,693
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information
Emerald Holdco Limited (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.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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, modified to include the revaluation of certain balances at fair value. The principal accounting policies adopted are set out below.
The company and group are exempt from preparing consolidated financial statements as the investments are held as part of an investment portfolio and are held at fair value with the changes in fair value recognised in the statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9 C(a).
1.2
Going concern
As truepart 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.
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 August 2048, at the discretion of the company.
Having considered the information available at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
The directors have therefore continued to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Fixed asset investments
Interests in subsidiaries are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value recognised in the statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9 C(a).
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's 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
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
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.
Impairment of financial assets
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.
Derecognition of financial assets
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.
Classification of financial liabilities
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.
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
Basic financial 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.
Other financial liabilities
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.6
Interest Income
Interest income is recognised in the statement of comprehensive income using the effective interest method.
1.7
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.
1.8
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.
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
Recoverability of amounts owed by group undertakings
In conducting impairment reviews of investments in subsidiaries, the company is also determining whether the amounts receivable from the subsidiaries require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the subsidiaries to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts owed by group undertakings at the current year end.
Valuation of investments
Investments in companies held as part of an investment portfolio are measured at fair value, with changes in fair value recognised in the income statement in accordance with Financial Reporting Standard 102 section 9.9C(a).
In conducting impairment reviews of investments in subsidiaries, the company is also determining whether the amounts receivable from the subsidiaries require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the subsidiaries to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts due from group undertakings at the current year end.
The directors conduct valuation reviews of investments in companies held as part of an investment portfolio in accordance with the relevant accounting standards. Fair value movements are recognised in the statement of comprehensive income. The directors review the underlying assets held by the investments and review the performance of the assets and the forecasts prepared to determine the fair value, using a discount rate of 10% over a specified period of time. Where external market data is available, such as a transaction or sales process, this is used to form the basis of the valuation.
3
Revenue
The company had no turnover in the current or prior year.
4
Operating profit
Audit fees for the year of £9,450 (2023: £9,050) were payable by a subsidiary undertaking on behalf of the company.
5
Employees
The company had no employees in either the current or prior year.
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
6
Interest receivable and similar income
2024
2023
£
£
Interest receivable from group undertakings
265,592
245,778
Income from shares in group undertakings
1,459,731
1,733,353
Total income
1,725,323
1,979,131
7
Interest payable and similar expenses
2024
2023
£
£
Interest payable to group undertakings
7,771,469
6,615,571
8
Taxation
The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit/(loss) before taxation
33,560,082
(1,632,257)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
8,390,021
(383,907)
Tax effect of expenses that are not deductible in determining taxable profit
803,538
1,498,201
Tax effect of income not taxable in determining taxable profit
(9,901,557)
(706,600)
Group relief
1,072,931
Exempt AGBH distributions
(364,933)
(407,694)
Taxation charge for the year
-
-
The main rate of corporation tax increased to 25.00% from 1 April 2023.
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
9
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
10
123,092,981
83,340,400
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
83,340,400
Addition
1
Valuation changes
39,606,228
Capitalised acqusition costs
146,352
At 31 December 2024
123,092,981
Carrying amount
At 31 December 2024
123,092,981
At 31 December 2023
83,340,400
On 17 December 2024, the company acquired 100% of the issued share capital of High Hedley Biogas Limited for total consideration of £1. Acquisition-related costs of £146,352 were incurred and have been capitalised as part of the investment in the subsidiary.
10
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Warrens Emerald Biogas Limited
England*
Anaerobic digestion plant
Ordinary
100.00
Warrens Group Limited
England*
Provision of logistical services
Ordinary
100.00
High Hedley Biogas Limited
England*
Anaerobic digestion plant
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
*
The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 ORU
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Subsidiaries
(Continued)
- 19 -
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Warrens Emerald Biogas Limited
7,839,968
429,628
Warrens Group Limited
495,046
High Hedley Biogas Limited
860,184
6,214,574
11
Debtors
2024
2023
Amounts falling due after more than one year:
£
£
Amounts owed by group undertakings
4,008,020
2,273,601
Amounts owed by group undertakings are unsecured, interest bearing at 11.00% per annum and have a final repayment date for capital and all accrued, unpaid interest of January 2031 and August 2048. 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, subject to the final repayment date of January 2031 and August 2048. At the balance sheet date, the capital outstanding was £3,986,390 (2023: £2,210,105)
12
Creditors: amounts falling due within one year
2024
2023
£
£
Amounts owed to group undertakings
1,139,937
993,584
13
Creditors: amounts falling due after more than one year
2024
2023
£
£
Amounts owed to group undertakings
76,252,875
68,472,310
Amounts owed to group undertakings are unsecured, interest bearing at 11.00% per annum and have a final repayment date for capital and all accrued, unpaid interest of August 2048. 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 company, subject to the final repayment date of August 2048. At the balance sheet date, the capital outstanding was £55,995,974 (2023: £54,219,689).
14
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
The ordinary share is entitled to one vote in any circumstance; to dividend payments or any distribution; and to participate in a distribution arising from a winding up of the company.
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
15
Profit and loss reserves
2024
2023
£
£
At the beginning of the year as previously reported
16,148,106
17,780,363
Profit/(loss) for the year
33,560,082
(1,632,257)
At the end of the year
49,708,188
16,148,106
Retained earnings includes all current and prior period retained profits and losses.
16
Financial commitments, guarantees and contingent liabilities
Refer to note 17 for details of guarantees.
The company had no other financial commitments, guarantees or contingent liabilities as at the balance sheet date (2023: None).
17
Related party transactions
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.
18
Ultimate controlling party
The company is wholly owned by Bio Capital Finance 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.
EMERALD HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
19
Cash generated from/(absorbed by) operations
2024
2023
£
£
Profit/(loss) for the year after tax
33,560,082
(1,632,257)
Adjustments for:
Finance costs
7,771,469
6,615,571
Dividend income
(1,459,731)
(1,733,359)
Interest received
(265,592)
(245,772)
Changes in fixed asset investments held at fair value
(39,606,228)
(3,004,183)
Movements in working capital:
Increase in creditors
146,353
-
Cash generated from/(absorbed by) operations
146,353
-
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