The directors present the strategic report for the year ended 31 December 2024.
Bio Capital Finance Limited is a wholly-owned subsidiary of Bio Capital Holdings Limited, itself a wholly-owned subsidiary of Bio Capital Ltd, a company which operates in the UK renewable energy sector, owning and operating UK-based operational Anaerobic Digestion ("AD") assets. As at 31 December 2024, Bio Capital Finance Limited held a portfolio of five AD assets and a logistics company.
Investors in the company 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 the company’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, which are subsidiary companies in the group, are accounted for at fair value under FRS 102 and, in accordance with FRS 102 and the Companies Act, the financial statements of Bio Capital Ltd 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.
The company’s operating loss for the period to 31 December 2024, (before interest, depreciation and amortisation) was £0.6m (2023: £0.4m) on which there was no turnover, which the directors consider to be satisfactory, The profit before taxation in the year is £63.6m (2023: £44.8m loss). The net current assets as at 31 December 2024 are £315.5m (2023: £223.0m) and the net assets are £88.4m (2023: £24.8m).
The increase in profit before taxation and 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 and its subsidiary companies face 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 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 ISO 9001, 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.
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.
Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, amongst other matters, to the:
likely consequences of any decisions in the long-term;
interests of the company’s employees;
need to foster the company’s business relationships with suppliers, customers and others;
impact of the company’s operations on the community and environment;
desirability of the company maintaining a reputation for high standards of business conduct, and
need to act fairly as between members of the company.
DECISION MAKING
In discharging their responsibilities under section 172 the directors have regard to the factors set out above. They also have regard to other factors which are considered relevant to the decision being made. Those factors, for example, include the interests and views of shareholders, other group companies, employees and other relevant stakeholders.
By considering the company's purpose and values together with its strategic priorities and having a process in place for decision making, the directors aim to make sure that decisions are consistent and predictable.
Authority for day-to-day management of the company is delegated to executive directors and senior management. The Board set, approve and oversee execution of the business strategy, financial budget and related policies.
Monitoring of this is conducted through Board meetings. Board meetings are held monthly, and activities are reviewed through the consideration and discussion of information, which is sent in advance of each Board meeting and through presentations to the Board, and the consideration of the impact of the relevant decisions on stakeholders.
The Board review financial and operational performance, health and safety, and legal and regulatory compliance at each Board meeting using standard reporting formats. The Board hold a Strategy Board meeting annually to review and agree the future strategic direction of the Company and the strategic objectives to be met. In doing this it considers the needs of all its stakeholders and the impact of any change in strategy on each of the stakeholder groups, acting in full awareness of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006
The management team also review other areas over the course of the financial year including key risks around stakeholder-related matters, diversity and inclusivity, environmental matters and governance, compliance and legal matters.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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’.
The enhancements made during the year are aligned with delivering future incremental performance. The company is positive with regards to the business outlook and continues to focus on optimising performance to maximise generation opportunity in its operating companies. It has a capital programme in place to deliver additional capacity and actively seeks opportunities for further growth.
The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
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.
We have audited the financial statements of Bio Capital Finance 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).
Basis for 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
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.
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.
Bio Capital Finance 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.
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 £.
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.
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.
Other financial assets 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 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.
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.
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.
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 9.50% to 11.00% 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.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.
As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the statement of comprehensive income.
The company had no turnover in the current year or prior period.
The company had no employees in either the current or prior year.
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:
The main rate of corporation tax changed from 19.00% to 25.00% on 1 April 2023.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office addresses:
Barkip Biogas Holdings Limited and Barkip Biogas Limited
On the 3 January 2024, Bio Capital Ltd transferred its shareholding in Barkip Biogas Holdings Limited to the company, making the company the immediate parent of Barkip Biogas Holdings Limited. As a result, Barkip Biogas Holdings Limited is a 100.00% direct subsidiary and Barkip Biogas Limited is a 100.00% indirect subsidiary of the company.
The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.
As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the statement of comprehensive income. The movement recognised in the statement of comprehensive income in the current year in relation to changes in the fair value of interest rate swaps in place at the balance sheet date was a gain of £1,435,559 (2023: loss of £3,388,923).
Amounts owed to group undertakings includes loans that are unsecured, interest bearing at 8.50% to 11.00% per annum and are repayable on demand. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid. At the balance sheet date, the capital outstanding was £1,878,229 (2023: £2,554,799).
Amounts owed to group undertakings are unsecured, interest bearing at 10.22% to 11.00% per annum and have a final repayment date for capital and all accrued, unpaid interest of January 2031. 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 January 2031. At the balance sheet date, the capital outstanding was £132,450,404 (2023: £138,598,081).
The long-term bank loans are 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.
The rate of interest on each Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) SONIA. The Margins applicable for the period ended 31 December 2024 were 2.68% and 2.88% (2023: 2.73%).
The company entered into interest rate swaps in relation to the long-term bank loans. The closing value of these derivative financial instruments as at the current balance sheet date are included within debtors falling due after one year (see note 11).
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.
Retained earnings includes all current and prior period retained profits and losses.
Refer to note 15 for details of guarantees.
The company had no other financial commitments, guarantees or contingent liabilities as at the balance sheet date (2023: None).
Energen Biogas Holdco Ltd
Energen Biogas Holdco Ltd ("EBHL") is a non-wholly owned direct subsidiary of the company.
Included in interest receivable from group undertakings in the statement of comprehensive income for the year is interest receivable from EBHL of £5,628,780 (2023: £5,769,005). As at 31 December 2024, an amount of £43,802,577 (2023: £43,802,577) was due from EBHL and was included in amounts owed by group undertakings falling due in more than one year. This amount accrues interest at 10.90% and has a final repayment date of September 2036. Accrued, unpaid interest payable on this loan of £10,152,434 (2023: £11,665,653) is included in amounts owed by group undertakings falling due in more than one year.
Energen Biogas Limited
Energen Biogas Limited ("EBL") is a non-wholly owned indirect subsidiary of the company.
Included in interest receivable from group undertakings in the statement of comprehensive income for the year is interest receivable from EBL of £146,705 (2023: £Nil). As at 31 December 2024, an amount of £1,878,229 (2023: £Nil) was receivable from EBL and was included in amounts owed by group undertakings falling due in less than one year. Accrued, unpaid interest receivable on this loan of £146,705 (2023: £Nil) is included in amounts owed by group undertakings falling due in less than one year.
Included in interest payable to group undertakings in the statement of comprehensive income for the year is interest payable to EBL of £38,482 (2023: £229,122). As at 31 December 2024, an amount of £1,785,921 (2023: £2,554,799) was due to EBL and was included in amounts owed to group undertakings falling due in less than one year. Accrued, unpaid interest payable on this loan of £337,636 (2023: £236,355) is included in amounts owed to group undertakings falling due in less than one year.
GECO Holdco Ltd
GECO Holdco Ltd ("GECO") is a non-wholly owned direct subsidiary of the company.
Included in interest receivable from group undertakings in the statement of comprehensive income for the year is interest receivable from GECO of £4,413,932 (2023: £4,257,099). As at 31 December 2024, an amount of £52,438,105 (2023: 50,642,281) was due from GECO and was included in amounts owed by group undertakings falling due in more than one year. This amount includes two loans, accruing interest at 8.50% and 11.00% and repayable in more than 5 years. Accrued, unpaid interest payable on this loan of £413,177 (2023: £124,245) is included in amounts owed by group undertakings falling due in more than one year.
Granville Ecopark Limited
Granville Ecopark Limited ("GEL") is a non-wholly owned direct subsidiary of the company.
Included in interest payable to group undertakings in the statement of comprehensive income for the year is interest payable to GEL of £219,281 (2023: £Nil). As at 31 December 2024, an amount of £1,878,229 (2023: £Nil) was due to GEL and was included in amounts owed to group undertakings falling due in less than one year. Accrued, unpaid interest payable on this loan of £113,765 (2023: £Nil) is included in amounts owed to group undertakings falling due in less than one year.