The directors present the strategic report for the year ended 31 December 2024.
GECO Holdco Ltd ("Company") is a 75% majority held 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 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.
GECO 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 in the year is £6.2m (2023: Loss £24.3m).
The net current assets as at 31 December 2024 are £24.6m a decrease of 2.39% on the previous year and the net assets are £8.4m (2023: £2.2m).
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 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 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.
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 All Ireland 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.
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 auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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 GECO Holdco 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).
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.
Geco Holdco Ltd (the "company") is a private company limited by shares incorporated in Northern Ireland. The registered office is Granville Ecopark, Granville Industrial Estate, Dungannon, Northern Ireland, BT70 1NJ.
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 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).
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 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.
Interest income is recognised in the statement of comprehensive income using the effective interest method.
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 statement of comprehensive income 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.
The company had no turnover in the current year or prior period.
Audit fees for the year of £9,450 (2023: £10,400) were payable by the parent company, Bio Capital Ltd on behalf of the company.
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 increased to 25.00% from 1 April 2023.
Details of the company's subsidiaries at 31 December 2024 are as follows:
Registered office address:
Amounts owed by group undertakings are unsecured, interest bearing at 8.50% per annum and repayable by September 2033. 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 September 2033. At the balance sheet date, the capital outstanding was £25,873,864 (2023: £25,873,864).
Amounts owed to group undertakings are unsecured, interest bearing at 8.50% per annum and have a final repayment date for capital and all accrued, unpaid interest of September 2033. 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 September 2033. At the balance sheet date, the capital outstanding was £48,749,415 (2023: £48,749,415).
Both clasess of shares have voting rights and grant the holders the right to receive dividend and a distribution of assets on a liquidation of the company on a pro-rata basis.
Retained earnings include all current and prior period retained profits and losses.
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).
Bio Capital Ltd
An amount of £1,262,293 (2023: £1,262,293) was due to Bio Capital Ltd, the ultimate parent company, and is included in amounts owed to group undertakings due within one year, which are unsecured, interest free and repayable on demand.
Bio Capital Finance Limited
Bio Capital Ltd is a controlling, indirect parent of the company.
Included in interest payable from group undertakings in the statement of comprehensive income for the year is interest payable 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 which is included in amounts owed to 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 to group undertakings falling due in more than one year.
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.