CYCLE Ø HOLDINGS LIMITED
BALANCE SHEET
AS AT
29 DECEMBER 2024
29 December 2024
- 1 -
2024
2023
as restated
Notes
€
€
€
€
Fixed assets
Investments
4
60,392,749
25,792,749
Current assets
Debtors
6
15,057,362
15,053,421
Creditors: amounts falling due within one year
7
(5,392)
Net current assets
15,057,362
15,048,029
Net assets
75,450,111
40,840,778
Capital and reserves
Called up share capital
8
7,534,146
4,074,141
Share premium account
67,921,774
36,772,029
Profit and loss reserves
(5,809)
(5,392)
Total equity
75,450,111
40,840,778
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 10 December 2025 and are signed on its behalf by:
L Molke
M O'Shaughnessy
Director
Director
C Picotte
Director
Company registration number 13851391 (England and Wales)
CYCLE Ø HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
Cycle Ø Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 84 Eccleston Square, London, United Kingdom, SW1V 1PX.
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 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.
The comparative financial statements filed at Companies House were prepared in sterling. The directors believe the functional and presentational currency of the company should be euros based on the nature of transactions of the company and its wider group companies. Therefore, the comparative disclosures will not be entirely comparable.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Cycle Ø Holdings Limited is a wholly owned subsidiary of Cycle Ø Aggregatorco Limited. Please refer to the ultimate controlling party note for further details of the registered office address of Cycle Ø Aggregatorco Limited and details regarding Cycle Ø Aggregatorco Limited's consolidated financial statements.
1.2
Going concern
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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Fixed asset investments
Investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
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.
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.
CYCLE Ø HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
Basic financial assets
Basic financial assets are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest.
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.
Basic financial liabilities
Basic financial liabilities are 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.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
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
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of investment in subsidiaries
The recoverable amount of investments is based on future cash flows for the individual investments. In determining whether any impairment is required, management makes a number of estimates in respect of future cash flows and future earnings growth. The carrying value of investments at the reporting date was €60,392,749 (2023: €25,792,749). Following their assessment and review, the directors have determined no impairment is necessary.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
3
3
CYCLE Ø HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 DECEMBER 2024
- 5 -
5
Subsidiaries
Details of the company's subsidiaries at 29 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Cycle Ø Group Limited
84 Eccleston Square, London, United Kingdom, SW1V 1PX, UK
Ordinary
100.00
-
HamX Gas Technologies Limited
84 Eccleston Square, London, United Kingdom, SW1V 1PX, UK
Ordinary
0
100.00
FNX LNG
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Biogasclean A/S
Ørbækvej 268, 1., 5220 Odense SØ, Denmark
Ordinary
0
100.00
Biogasclean Thailand
331 Moo 2, Unit S1/2, Soit Thetsaban Bangpoo 54, Sukhumvit Road, Samutprakarn Province, Thailand
Ordinary
0
100.00
Biogasclean Brazil
Rua Gustavo Ambrust, 36, Conjunto 1, CEP 13092-106, Brazil
Ordinary
0
100.00
Biogasclean Americas
800 Post Oak Blvd. Suite 1910, 77056 Houston Texas, United States of America
Ordinary
0
100.00
Biogasclean Canada
2 Bloor Street West, Suite 2120, Toronto Ontario, M4W3E2, Canada
Ordinary
0
100.00
Cycle Ø Spain Holdings
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø Faenza
Milano (MI) Via Alessandro Manzoni, 38, CAP 20121
Ordinary
0
100.00
Cycle Ø (IE)
Arclabs Research and Innovation Centre, Carriganore, Waterford
Ordinary
0
100.00
Cycle Ø Vilanant
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø Lleida
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø Bellcaire
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Noguera Bio LNG
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø Maians
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø SVP1
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø Soto
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø SVP9
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø Biogas Aguilar
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø SVP4
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø SVP5
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø Biogas ESLA
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Cycle Ø ManageOps
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
0
100.00
Ecogalia Biogas S.L.
Camino Do Carumuxo, 65 - BJ, , 36213 Vigo, Pontevedra, Spain
Ordinary
0
49.90
CYCLE Ø HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 DECEMBER 2024
- 6 -
6
Debtors
2024
2023
as restated
Amounts falling due within one year:
€
€
Amounts owed by group undertakings
15,057,362
15,053,421
7
Creditors: amounts falling due within one year
2024
2023
€
€
Other creditors
5,392
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary A of €0.10 each
66,190,870
32,190,870
6,619,087
3,219,087
Ordinary B of €0.10 each
9,150,000
8,550,000
915,000
855,000
Ordinary C of €0.10 each
590
540
59
54
75,341,460
40,741,410
7,534,146
4,074,141
The Ordinary A and B shares carry full voting, dividend and capital distribution rights, including on winding up. These shares do not confer any rights of redemption.
The Ordinary C shares do not carry rights to vote or attend meetings.
On 7 February 2024 9,000,000 Ordinary A shares with a par value of €0.10 per share were issued with a premium of €0.90.
On 7 February 2024 40 Ordinary C shares with a par value of €0.10 per share were issued with a premium of €194.90.
On 16 May 2024 10 Ordinary C shares with a par value of €0.10 per share were issued with a premium of €194.90.
On 10 October 2024 25,000,000 Ordinary A shares with a par value of €0.10 per share were issued with a premium of €0.90.
On 10 October 2024 600,000 Ordinary B shares with a par value of €0.10 per share were issued at premium of €0.90.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
CYCLE Ø HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 DECEMBER 2024
9
Audit report information
(Continued)
- 7 -
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 29 December 2024 and of its loss 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.
Senior Statutory Auditor:
Russell Chowney BFP FCA
Statutory Auditor:
Date of audit report:
12 December 2025
10
Related party transactions
The company has taken advantage of the exemption available under Section 33 Related Party Disclosure not to disclose transactions with fellow group subsidiary undertakings whom are wholly owned by the group.
11
Parent company
Cycle Ø Holdings Limited's parent company is Cycle Ø Aggregatorco Limited, a company registered in England and Wales. The registered address of the parent company is 84 Eccleston Square, London, United Kingdom, SW1V 1PX.
The smallest and largest group to prepare consolidated financial statements, which include the results of the company, is Cycle Ø Aggregatorco Limited, a company incorporated and registered in England and Wales. The registered office address of Cycle Ø Aggregatorco Limited is 84 Eccleston Square, London, United Kingdom, SW1V 1PX. Copies of the consolidated financial statements can be found on Companies House.