ACCOUNTS - Final Accounts preparation

Registered number: 10449628

IQB DEBT MIDCO LIMITED

AUDITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 MARCH 2024

IQB DEBT MIDCO LIMITED

COMPANY INFORMATION

Directors	Mrs S J Johnston (resigned 8 December 2023)
	Mr P W Kent
	Mr N S Parker
	Mr R A J Wright (resigned 8 December 2023)
	Ms C Marlow (appointed 8 December 2023)
	Ms A L Bath (appointed 8 December 2023)


Registered number	10449628


Registered office	24 Savile Row
	London
	United Kingdom
	W1S 2ES


Independent auditors	Wellden Turnbull Limited
	Chartered Accountants & Statutory Auditors
	Albany House
	Claremont Lane
	Esher
	Surrey
	KT10 9FQ

IQB DEBT MIDCO LIMITED

CONTENTS

	Page
Balance Sheet	1
Notes to the Financial Statements	2 - 8

IQB DEBT MIDCO LIMITED

REGISTERED NUMBER: 10449628

BALANCE SHEET

AS AT 31 MARCH 2024

		2024		2023
Note		£000		£000

Fixed assets
Investments	6		-		-
Current assets
Debtors: amounts falling due within one year	7	22,729		45,360
Cash at bank and in hand	8	64		49
		22,793		45,409
Current liabilities
Creditors: amounts falling due within one year	9	(2,632)		(4,999)
Net current assets			20,161		40,410
Creditors: amounts falling due after more than one year	10		(48,745)		(41,552)

Net liabilities			(28,584)		(1,142)

Capital and reserves
Called up share capital	11	-	-
Profit and loss account	12	(28,584)	(1,142)
		(28,584)	(1,142)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Ms C Marlow

Director

Date: 8 October 2025

The notes on pages 2 to 8 form part of these financial statements.

Page 1

IQB DEBT MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

1.	General information

IQB Debt Midco Limited is a private company, limited by shares, incorporated in England and Wales, registration number 10449628. The registered office is 24 Savile Row, London, W1S 2ES.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

These financial statements are presented in sterling, which is the functional currency of the Company and rounded to the nearest £'000.

The following principal accounting policies have been applied:

2.2

Compliance with accounting standards

The financial statements have been prepared using FRS102 The Financial Reporting Standard applicable in the UK and the republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from this standard.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 2

IQB DEBT MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

2.4

Going concern

The Company was loss making in the period and is in a net liability position at the year end date.The financial statements have been prepared on a going concern basis which means that the Company can be expected to meet its liabilities as they fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation, the Directors have taken into account the key risks of the business. In doing so the Directors have considered the Company's business model and availability of cash resources.
The Company's loan debtors are engaged in the operation of three anaerobic digestion plants which have been impacted by commissioning delays and operational issues since construction completed. As a result, the loan debtors have been unable to service the loan and interest in the period has been capitalised. During the period, the Directors reviewed the future cashflows expected to be generated by the borrowers and estimated that the recoverable value was less than the carrying value. An impairment charge has therefore been recognised of £27,160,000.
As a result of the reduction in cashflows receivable from the borrowers, the Company has been unable to service its borrowings, with unpaid interest in the period capitalised. There is, therefore, a material uncertainty with respect to going concern.
Nonetheless, the Directors consider it appropriate to prepare the financial statements on a going concern basis due to the ongoing support of its direct and indirect lender. This support ensures the Company has the financial resources necessary to meet its liabilities as they fall due for the foreseeable future.
On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.

2.5

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.6

Interest payable

Interest payable is recognised using the effective interest method, which takes into account related fees and transaction costs. Interest payable is included within cost of sales as it is directly attributable to the interest receivable included in revenue.

2.7

Current taxation

Tax is recognised in the statement of income and retained earnings, except that a charge attributable to an item of income and expense recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in countries where the Company operates and generates income.

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 3

IQB DEBT MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.11

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 4

IQB DEBT MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

2.12

Financial instruments (continued)

Basic 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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
Management do not consider the Company to have any key sources of estimation uncertainty nor any significant judgements or assumptions in preparing these financial statements.

Page 5

IQB DEBT MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

Employees

The Company has no employees other than the Directors, who did not receive any remuneration (2023 - £NIL).

5.	Exceptional items
		2024	2023
		£000	£000

Intercompany loan impairments

27,160

Due to changes in the future cashflows expected to be generated by the Company's subsidiary undertakings, the Directors' have estimated that the recoverable value is less than the carrying value. An impairment charge has therefore been recognised in respect of amounts owed by group undertakings of £27,160,000.

6.	Fixed asset investments

At the balance sheet date the carrying value of the Company's fixed asset investments was £3 comprising investments in subsidiary undertakings (2023 - £3).

Debtors

					2024	2023
					£000	£000


Amounts owed by group undertakings	22,684	45,332
Other debtors	45	28
	22,729	45,360

Amounts owed by group undertakings comprise interest bearing loans which are repayable on demand.
Refer to note 5 for details of impairments recorded in the period.
The Company has pledged its assets as security to the lender of a group undertaking, GCP Programme Funding 1 Limited.

8.	Cash and cash equivalents
		2024	2023
		£000	£000

	Cash at bank and in hand	64	49

Page 6

IQB DEBT MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

9.	Creditors: Amounts falling due within one year
		2024	2023
		£000	£000

Loans with a group undertaking	2,580	4,963
Trade creditors	12	13
Accruals and deferred income	40	23
	2,632	4,999

Refer to note 10 for details of loans with a group undertaking.

10.	Creditors: Amounts falling due after more than one year
		2024	2023
		£000	£000

	Loans with a group undertaking	48,745	41,552

Loans with a group undertaking are interest bearing and repayable in instalments.

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
	2024	2023
	£000	£000

Repayable by instalments

38,752

38,361

11.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £0.01 each	1	1

12.

Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of all adjustments.

Page 7

IQB DEBT MIDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

13.	Related party transactions
	The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A, from disclosing related party transactions with other group companies, on the grounds that the Company is wholly owned within the Group.

14.	Controlling party

The Company's immediate parent company is GCP Biogas 2 Limited, a company registered in England and Wales.
The ultimate parent and controlling party is GCP Intermediary Holdings Limited, a company incorporated in England and Wales. The smallest and largest group of undertakings for which group accounts are drawn up and of which the Company is a member is GCP Intermediary Holdings Limited.
The registered office address for both GCP Biogas 2 Limited and GCP Intermediary Holdings Limited is 24 Savile Row, London, W1S 2ES. The consolidated financial statements are available from the registered office address and Companies House.

15.	Auditors' information

The auditors' report on the financial statements for the year ended 31 March 2024 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:

Material uncertainty related to going concern
We draw attention to note 2.4 in the financial statements, which sets out the position of the Company with respect to going concern. As stated in note 2.4, the Company's loan debtors have been impacted by commissioning delays and operational issues which has impacted their ability to service the loans advanced.This has in turn impacted the Company's ability to service its borrowings. As stated in note 2.4, these events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

The audit report was signed on 9 October 2025 by Mark Nelligan FCA (Senior Statutory Auditor) on behalf of Wellden Turnbull Limited.

Page 8