REGISTERED NUMBER: 08334802 (England and Wales)

Audited Financial Statements for the Year Ended 31 December 2024

for

Roundwood Energy Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J D Scott

C Phillips

REGISTERED OFFICE:

C/O Womble Bond Dickenon (UK)LLP

4 More Londn

Riverside

London

SE1 2AU

REGISTERED NUMBER:

08334802 (England and Wales)

AUDITORS:

Willsons (Higham Ferrers) Ltd

Chartered Accountants

Statutory Auditors

Carlton House

High Street

Higham Ferrers

Northamptonshire

NN10 8BW

FIXED ASSETS

Tangible assets

4

6,631,869

7,476,064

CURRENT ASSETS

Stocks

71,878

-

Debtors

5

861,943

1,435,512

Cash at bank

596,509

369,608

1,530,330

1,805,120

CREDITORS

Amounts falling due within one year

6

675,870

777,957

NET CURRENT ASSETS

854,460

1,027,163

TOTAL ASSETS LESS CURRENT LIABILITIES

7,486,329

8,503,227

CREDITORS

Amounts falling due after more than one year

7

21,324,459

20,260,194

NET LIABILITIES

(13,838,130

)

(11,756,967

)

CAPITAL AND RESERVES

Called up share capital

100,001

100,001

Retained earnings

(13,938,131

)

(11,856,968

)

SHAREHOLDERS' DEFICIT

(13,838,130

)

(11,756,967

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

C Phillips - Director

1.	STATUTORY INFORMATION

Roundwood Energy Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Critical accounting judgements and key sources of estimation uncertainty

Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed below.

The preparation of financial statements management are required to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based upon historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily available from other sources. 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 if the revision affects only the period or in the period of revision and future periods if the revision affects both current and future periods.

Management consider the following to be a significant accounting policy or a key source of estimation uncertainty for the preparation of the financial statements:

Going concern

The company is in a net liability position and relies on the support of its group and ultimate parent entities to meet its liabilities as they fall due through group loans and the discretion to defer any payment of the group loan interest if it has insufficient funds available. The directors have made enquiries of these entities, and they have indicated that they will continue to provide such support as needed.

The company also has a secured long-term contract, and the directors believe the company to be a going concern due to a positive cashflow forecast from this remaining contract for at least the next twelve months.

On this basis the directors believe that the company will have adequate resources to continue in operational existence and meet its obligations as they fall due for a period of at least twelve months from the date of signing the financial statements. Therefore, the directors consider it appropriate to continue to prepare the financial statements as a going concern.

Revenue

Due to the nature of the contracts between the company and customers there may be disputes around the calculation of revenue related to heat output. Such disputes may suggest that a portion of the amounts are not recoverable. As such there is a level of judgement around the collectability of accrued income and trade debtor balances.

Useful lives of depreciable and intangible assets

The annual depreciation and amortisation charges depend primarily on the estimated lives of each type of asset. The directors annually review these asset lives and adjust them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have significant impact on depreciation and amortisation charges for the financial year.

Impairment of tangible assets

Determining whether tangible assets are impaired requires an estimation of the value in use of the cash generating units to which assets have been allocated. The value in use calculation requires the directors to estimate the future cash flows to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual cash flows are less than expected, a material impairment may arise. The directors are satisfied on review that there is no impairment charge to recognise on tangible and intangible assets in the financial year (see post balance sheet events note).

Turnover

Turnover is measured at the fair value of the consideration receivable, net of discounts and Value Added Tax. Turnover is determined by the energy produced from the biomass boilers and submitted to Ofgem within the terms of the Renewable Heath Incentive Scheme. Income is earned in the period on the basis that it is probable that the Company will receive the income based on data submissions of energy produced. The Company has entered into a number of contracts to generate a minimum amount of heat by the biomass boilers installed at the various sites. Income due under the terms of this agreement is calculated on an annual cumulative basis beginning 1st October each year.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery - 5% straight line

Tangible fixed assets are recorded at historical cost less any accumulated depreciation and impairment losses; historical costs include expenditure that is directly attributable to bring the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

The Munton's heating plant fixed asset included the directly attributable loan interest up to completion of construction.

Tangible fixed assets are depreciated over the useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and project disposal values.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the assets and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Spare parts stock for plant repairs have been classified as inventory as the small individual items do not meet the FRS102 17.4 definition of property, plant and equipment.

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors, trade creditors and borrowings.

Debt instruments (other than those wholly repayable or receivable within one year), including other debtors and creditors, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market ate or in case of an out-right short-term loan not a market rate, the financial asset or liability, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of loss and retained deficit. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Borrowing costs

The Company expenses borrowing costs in the financial year the costs are incurred. Where borrowing costs are attributable to the acquisition, construction or production of a qualifying asset, such costs are capitalised as part of the specific asset.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 January 2024

9,410,047

Additions

14,073

Disposals

(832,462

)

At 31 December 2024

8,591,658

DEPRECIATION

At 1 January 2024

1,933,983

Charge for year

479,962

Eliminated on disposal

(454,156

)

At 31 December 2024

1,959,789

NET BOOK VALUE

At 31 December 2024

6,631,869

At 31 December 2023

7,476,064

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

104,510

184,994

Other debtors

1

1

VAT

110,806

111,289

Accrued income

646,626

1,139,227

Prepayments

-

1

861,943

1,435,512

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Other loans

25,000

-

Trade creditors

461,964

557,597

Other creditors

1,294

994

Accrued expenses

187,612

219,366

675,870

777,957

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Other loans - 2-5 years

21,324,459

20,260,194

8.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Craig Baird FCA (Senior Statutory Auditor)

for and on behalf of Willsons (Higham Ferrers) Ltd

9.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

10.	POST BALANCE SHEET EVENTS

The company will close its Schools Division and related biomass boiler project post year-end. The impact will be a write down of the asset's net book value of £400k, to £nil. The associated project's loan of £9.6m owed to the group will remain.

No impairment of the asset or loan has been made in this year's accounts as the final project decision is a post balance sheet event.

11.	ULTIMATE CONTROLLING PARTY

The company's immediate parent Gren Biomass Limited, has been replaced by Gren Energy Limited incorporated in England. Gren Energy Limited ultimate parent is Gren Holding 1 S.a.r.l. incorporated in Luxembourg. The ultimate controlling party is the Partners Group Holding AG in Switzerland.