CYCLE Ø GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
as restated
Notes
€
€
€
€
Fixed assets
Tangible assets
4
698,650
Investments
5
32,961,601
19,189,210
33,660,251
19,189,210
Current assets
Debtors
7
26,629,055
10,465,452
Cash at bank and in hand
9,891,550
7,939,342
36,520,605
18,404,794
Creditors: amounts falling due within one year
8
(15,323,493)
(15,228,910)
Net current assets
21,197,112
3,175,884
Net assets
54,857,363
22,365,094
Capital and reserves
Called up share capital
9
6,039,275
2,579,275
Share premium account
54,353,474
23,213,474
Profit and loss reserves
(5,535,386)
(3,427,655)
Total equity
54,857,363
22,365,094
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 13852771 (England and Wales)
CYCLE Ø GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
Cycle Ø Group 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 Group Limited is a wholly owned subsidiary of Cycle Ø Aggregatorco Limited. Please refer to the parent company 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
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and machinery
2 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.4
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.
CYCLE Ø GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
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.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
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.
Basic financial assets
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.
CYCLE Ø GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
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, including creditors, bank loans, loans from fellow group companies 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.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
CYCLE Ø GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
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 investments 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 €32,961,601 (2023: €19,189,210). 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
6
6
4
Tangible fixed assets
Plant and machinery
€
Cost
At 1 January 2024
Additions
698,650
At 31 December 2024
698,650
Depreciation and impairment
At 1 January 2024 and 31 December 2024
Carrying amount
At 31 December 2024
698,650
At 31 December 2023
CYCLE Ø GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Tangible fixed assets
(Continued)
- 6 -
The addition in the year relates to an asset purchased from another group company. The asset is expected to be used for the benefit of production of biomethane in the group and may be transferred to another group company before the end of its useful life.
5
Fixed asset investments
2024
2023
€
€
Shares in group undertakings and participating interests
32,961,601
19,189,210
Movements in fixed asset investments
Shares in subsidiaries
€
Cost or valuation
At 1 January 2024
19,189,210
Additions
13,772,772
Disposals
(381)
At 31 December 2024
32,961,601
Carrying amount
At 31 December 2024
32,961,601
At 31 December 2023
19,189,210
CYCLE Ø GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
6
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
HamX Gas Technologies Limited
84 Eccleston Square, London, United Kingdom, SW1V 1PX, UK
Ordinary
100.00
-
Biogasclean A/S
Ørbækvej 268, 1., 5220 Odense SØ, Denmark
Ordinary
100.00
-
Cycle Ø Spain Holdings
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø (IE)
Arclabs Research and Innovation Centre, Carriganore, Waterford
Ordinary
100.00
-
Cycle Ø Faenza
Milano (MI) Via Alessandro Manzoni, 38, CAP 20121
Ordinary
100.00
-
Cycle Ø Vilanant
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø Lleida
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø Bellcaire
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Noguera Bio LNG
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø Soto
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø SVP9
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø Biogas Aguilar
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø SVP4
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø ManageOps
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Biogasclean
Thailand
331 Moo 2, Unit S1/2, Soit Thetsaban Bangpoo 54,
Sukhumvit Road, Samutprakarn Province, Thailand
Ordinary
0
100.00
Biogasclean
Americas
800 Post Oak Blvd. Suite 1910, 77056 Houston
Texas, United States of America
Ordinary
0
100.00
Biogasclean Brazil
Rua Gustavo Ambrust, 36, Conjunto 1, CEP 13092-
106, Brazil
Ordinary
0
100.00
Biogasclean
Canada
2 Bloor Street West, Suite 2120, Toronto Ontario,
M4W3E2, Canada
Ordinary
0
100.00
FNX LNG
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
20.00
80.00
Cycle Ø Maians
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø SVP1
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø SVP5
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Cycle Ø Biogas ESLA
P/G Bildosola Auzunea Industrialgune, Artea, Bizkaia, 48142, Spain
Ordinary
100.00
-
Ecogalia Biogas S.L.
Camino Do Carumuxo, 65 - BJ, , 36213 Vigo, Pontevedra, Spain
Ordinary
0
49.90
CYCLE Ø GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
7
Debtors
2024
2023
as restated
Amounts falling due within one year:
€
€
Amounts owed by group undertakings
26,285,962
10,251,025
Other debtors
321,622
192,177
Prepayments and accrued income
21,471
22,250
26,629,055
10,465,452
8
Creditors: amounts falling due within one year
2024
2023
as restated
€
€
Trade creditors
62,704
132,435
Amounts owed to group undertakings
15,057,154
15,053,421
Taxation and social security
47,795
29,946
Other creditors
16
619
Accruals and deferred income
155,824
12,489
15,323,493
15,228,910
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
€
€
Issued and fully paid
Ordinary A of 10p each
60,392,750
25,792,750
6,039,275
2,579,275
The Ordinary A shares carry full voting, dividend and capital distribution rights, including on winding up. These shares do not confer any rights of redemption.
On 18 March 2024 9,000,000 Ordinary A shares were issued at premium of €1.
On 1 October 2024 25,600,000 Ordinary A shares were issued at premium of €1.
10
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 GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Audit report information
(Continued)
- 9 -
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 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
11
Events after the reporting date
Subsequent to the reporting date but prior to the date these financial statements were signed, the company purchased 100% of the share capital of a company. The consideration on the purchase was €2m.
12
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.
13
Parent company
Cycle Ø Group Limited's immediate parent company is Cycle Ø Holdings 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 ultimate parent company is Cycle Ø Aggregatorco Limited.
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.