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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2024
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GVO B-1 LIMITED
COMPANY INFORMATION
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GVO B-1 LIMITED
CONTENTS
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GVO B-1 LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is an investment holding company and the principal activity of its subsidiary undertakings is the anaerobic digestion business and its associated activities, in the United Kingdom.
The Group financial statements include the results of Hemswell Biogas Limited, Local Generation Limited, EnriCH4 Ltd, Changing Waste Ltd, Stortec Engineering Limited, R100 Energy Limited, Thornfield 001 Limited, Holme Bioenergy Limited, Harris Tobias Limited, Waste Recycling & Destruction Limited and Bisviridi Limited as well as the joint ventures Biocow Environmental Services Limited and Hemswell Power Services Limited.
The Group recorded an operating loss of £14,814,943 for the year ended 31 December 2024 (2023: £30,440,189). The performance of the anaerobic digestion sites was adversely impacted by lower gas prices during the year, resulting in reduced revenue from energy supply. This was partly mitigated by an increase in gate fee income from accepting food waste. Cost of sales improved due to lower feedstock costs, resulting in a higher gross profit margin across the Group. Exceptional items During 2024, the Group recognised £6.9 million of exceptional items (Note 13, page 37). Post year-end, the Board reviewed the oil separation process within the anaerobic digestion system and concluded that it no longer delivered the required operational efficiency or profitability. As a result, the Company discontinued oil extraction from the AD process, and the related assets were impaired (£2.5m) during 2024 to reflect this decision. An impairment of £1.0m has also been recognised in the 2024 financial statements to reflect the decision to close operations at Waste Recycling and Destruction post year end. Financial Position The Group’s shareholders’ deficit at 31 December 2024 was £73,592,454 (2023: £55,454,926), of which £6,876,769 (2023: £7,826,701) relates to non-controlling interests. Future developments In the latter part of 2024 there was a change of CEO and board members. A 3 year business and investment plan has been approved from Jan 2025 to turn the group profitable. A new profile for waste costs is being worked on and is looking to reduce these without impacting the quality or quantity of gas produced. Further investment has been agreed to complete de-grits of tanks and other measures to boost productive capacity and to ensure the sites are being run in the most efficient, compliant, safe and effective way.
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GVO B-1 LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Compliance with regulation, legal, health and safety and ethical standards is paramount. The Group has a dedicated compliance team which is overseen by the board. The safety of the group’s employees and the regulated arena in which it operates is one of management’s highest priorities and it continues to review, seek advice, and update its processes within the group.
Credit and liquidity risks are carefully monitored and managed by the directors, with the group being fully supported by the debtholders and shareholders. In this regard, the directors continue to receive funding and a letter of support covering a period of not less than 12 months from the date of these financial statements, from Hansa Aktiengesellschaft, a company with a substantial amount owed from GVO B-1 Limited and where the directors of GVO B-1 Limited are also directors of this company. The directors are satisfied that this risk is fully mitigated. The group continues to benefit from a 10-year Loan agreement with Hansa Aktiengesellschaft as of the 31 December 2021, the majority of the loan owed to Hansa is unsecured, interest free and repayable from the 10th anniversary of the loan agreement date and are accordingly classified as longer-term debt. The principal risks for the renewable energy businesses arise from availability, pricing of feedstock material and the offtake energy prices. There is a strong and experienced team in place to mitigate these risks by ensuring a constant stream of sufficient and competitively sourced materials. The Group monitors the performance of its energy partners and market trends on a regular basis. Wherever possible it utilises fixed or contracted pricing to minimise and manage downward fluctuations. The directors are confident this is not a long-term issue and higher gas revenues will ensue.
The Group's financial key performance indicators for the year ended 31 December 2024 compared to the year ended 31 December 2023 are shown below.
Given the recent scale and level of investment in establishing the Group and its infrastructure, the directors are of the opinion that analysis using KPl's is not wholly appropriate for an understanding of the development, performance, or position of the Group at this stage of the strategic investment program and market cycle. In particular, one off exceptional items are materially distorting the underlying trading results.
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GVO B-1 LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The board of directors believe, in good faith, that they have acted both individually and collectively in accordance with the requirements of Section 172 of the Companies Act 2006, thus most likely to promote the success of the company and its group for the benefit of its members and ecosystem.
Long-term decision making: The directors have consistently managed the strategy and corresponding investments of the business with a view to long-term financial stability and sustainable growth. Our people: GVO B-1 Limited and the group is committed to being a responsible employer and the people employed are key to the future success of the Group. The Group strives to ensure that all employees are fully engaged with and informed of the Group priorities and objectives. In particular, the focus on safety within our working practices. Partnerships: Delivering the Group's principal activities requires strong mutually beneficial relationships with suppliers, customers, and governmental organisations. The Directors believe in lasting partnerships, founded on a shared commitment to quality, value and service, and continue to embrace these principles. Community and environment: The group prides itself on its operations and the use of recycled waste products to generate sustainable energy. Raw materials are sustainably sourced from suppliers locally and nationally. Business conduct: The directors set high expectations for business conduct and must regularly demonstrate these across the group and to necessary regulators.
This report was approved by the board on 17 December 2025 and signed on its behalf.
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GVO B-1 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors who served during the year were:
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation and minority interests, amounted to £16,491,705 (2023 - loss £30,035,218).
The directors do not recommend the payment of a dividend.
At the balance sheet date the net current liability position of the group was £3,352,500 (2023 net current assets - £489,677) and the net liability position of the group was £73,592,454 (2023 - £55,454,926). The net liability position for the company was £94,945,541 (2023 - £3,419,380).
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GVO B-1 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Group is dependent upon support provided by its ultimate controlling party, Hansa Aktiengesellschaft. The directors have made Hansa aware of the financial position of the company, along with the level of support which would be required should it be needed. At the year-end there are amounts due by the Group to Hansa of £110,874,714 (2023 - £103,137,826). Hansa Aktiengesellschaft is financially healthy and has provided the Group with a letter of support which states that it will not recall the amounts due and it will also continue to make available such funds as are needed by the Group in order to meet its short term cash flow requirements for at least the next 12 months from sign off. The directors have also ensured that, in making this statement, Hansa Aktiengesellschaft has sufficient resources available to be able to support the group as set out in the letter of support, and therefore be able to continue to operate as a going concern.
Delivering the Group's principal activity requires strong mutually beneficial relationships with suppliers, customers, and government organisations. The Directors believe in lasting partnerships, founded on a shared commitment to quality, value and service and continue to embrace these principles.
In March 2025, Emily Von Opel's shares were transferred to Hansa Aktiengesellschaft, a Swiss company limited by shares, at which time they became the ultimate controlling party.
The auditors, Ryecroft Glenton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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GVO B-1 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
This report was approved by the board on
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GVO B-1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED
We have audited the financial statements of GVO B-1 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of 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).
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 Group's or the parent 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.
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GVO B-1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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GVO B-1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
The 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: • the Responsible Individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the waste to energy sector; • we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation, employment legislation, environment legislation such as environmental permits, PAS110 and ISCC EU regulations, and health and safety legislation such as CHAS accreditations; • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where available; and • we ensured that the identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud; • carrying out walkthrough testing and documenting the relevant controls in place; and • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
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GVO B-1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED (CONTINUED)
To address the risk of fraud through management bias and override of controls, we:
• performed analytical procedures to identify any unusual or unexpected relationships; • tested journal entries to identify unusual transactions; • considered the control environment and raised recommendations on areas of weakness as appropriate; and • assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; • enquiring of management as to actual and potential litigation and claims; • discussing laws and regulations with legal team and those responsible for monitoring compliance and issues; • reviewing government websites, such as the Environmental Agency to assess whether there have been any breaches; and • reviewing correspondence with HMRC, and the Company’s legal advisors where appropriate, along with discussing laws and regulations with those who are responsible for compliance. We ensured that any instances of non-compliance with laws and regulations within a component that could give rise to a material misstatement of the group financial statements were communicated by the component audit team. The responsible individual also assessed the engagement team, and concluded that collectively they had appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
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GVO B-1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GVO B-1 LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants
Statutory Auditors
32 Portland Terrace
NE2 1QP
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GVO B-1 LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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GVO B-1 LIMITED
REGISTERED NUMBER: 10661698
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
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GVO B-1 LIMITED
REGISTERED NUMBER: 10661698
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 December 2025.
The notes on pages 22 to 54 form part of these financial statements.
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GVO B-1 LIMITED
REGISTERED NUMBER: 10661698
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
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GVO B-1 LIMITED
REGISTERED NUMBER: 10661698
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 22 to 54 form part of these financial statements.
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