| Kanadevia Inova Biogas Leeming Limited |
| Notes to the Accounts |
| for the period from 1 January 2024 to 31 March 2025 |
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| 1 |
Accounting policies |
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Accounting convention |
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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. |
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The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. |
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The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. |
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The year end was extended during the year therefore these accounts span a period of 15 months to 31 March 2025. |
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Going concern |
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At the date of approval of the financial statements, the company has prepared and approved up-to date management accounts, budgets and cash flow projections which include key revenue and cost assumptions that the directors consider reasonable and prudent. Additionally, the shareholders have stated that they will not recall the loans to the company whilst it would damage the interests of external creditors. |
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Having considered the matters above, the company is of the view that it will have sufficient resources to continue to operate and meet debts as they fall due for the foreseeable future. The financial statements have therefore been prepared on a going concern basis. |
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In making this assessment, the directors, mindful of the equity and debt funding structure of the company have satisfied themselves on the ongoing support from the shareholders and the compliance with all funding covenants and overall funding continuity for a period of not less than 12 months from the date of approval of the financial statements. |
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Turnover |
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Turnover represents amounts receivable from the generation of gas (biomethane) and electricity through anaerobic digestion, net of VAT. Turnover from the sale of biomethane is recognised when gas is exported to the grid, that being the point at which the significant risks and rewards of ownership have passed to the buyer. |
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Renewable Heat Incentive (RHI) and Green Gas Certificates income is accrued in line with energy outputs. |
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Tangible fixed assets |
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Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
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Tangible fixed assets are stated at cost less depreciation. Where a substantial period of time is required to bring an asset into use, attributable finance costs are capitalised and included in the cost of the relevant asset. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows: |
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Leasehold land and buildings |
5 - 33% straight line |
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Plant and machinery |
5 - 66% straight line |
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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. |
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Impairment of fixed assets |
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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. |
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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. |
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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. |
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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. |
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Cash at bank and in hand |
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Cash at bank and in hand 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. |
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Stock |
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Stocks are stated at the lower of cost and estimated selling price less costs to sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. |
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At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss. |
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Financial instruments |
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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. |
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Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. |
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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. |
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Basic financial assets |
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Basic financial assets, which include debtors, 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. |
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Basic financial liabilities |
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Basic financial liabilities, including creditors, 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. |
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Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
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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. |
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Equity instruments |
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Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
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Parent loan notes |
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All interest bearing loans are initially recognised at net proceeds. After initial recognition debt is increased by the financial cost in respect of the reporting period and reduced by repayment made in the period. Interest is recognised on an accruals basis. |
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Deferred tax |
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Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. |
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The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. |
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Foreign exchange |
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Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the income statement for the period. |
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Leases |
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Rentals payable under operating leases are charged against income on a straight line basis over the lease term. |
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| 2 |
Critical accounting judgements and key sources of estimation uncertainty |
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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. |
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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. |
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Critical judgements |
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The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. |
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Impairment of Fixed Assets |
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At each reporting period end, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication of impairment. If there is any such indication, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). |
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Deferred Tax |
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The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. |
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| 3 |
Operating loss |
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2025 |
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2023 |
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£ |
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Operating loss for the period is stated after charging: |
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Fees payable to the company's auditor for the audit of the company's financial statements |
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10,500 |
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7,500 |
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| 4 |
Employees |
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2025 |
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2023 |
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Average number of persons employed by the company |
- |
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- |
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| 5 |
Tangible fixed assets |
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Leasehold land and buildings |
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Plant and machinery etc |
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Total |
| £ |
£ |
£ |
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Cost |
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At 1 January 2024 |
24,097,394 |
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318,036 |
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24,415,430 |
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Additions |
151,033 |
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175,985 |
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327,018 |
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At 31 March 2025 |
24,248,427 |
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494,021 |
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24,742,448 |
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Depreciation |
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At 1 January 2024 |
7,948,984 |
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83,316 |
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8,032,300 |
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Charge for the period |
1,608,750 |
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88,980 |
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1,697,730 |
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At 31 March 2025 |
9,557,734 |
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172,296 |
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9,730,030 |
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Net book value |
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At 31 March 2025 |
14,690,693 |
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321,725 |
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15,012,418 |
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At 31 December 2023 |
16,148,410 |
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234,720 |
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16,383,130 |
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Included within the carrying amount of leasehold land and buildings is loan interest totalling £3,195,466 (2023: £3,544,550). |
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| 6 |
Debtors |
2025 |
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2023 |
| £ |
£ |
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Trade debtors |
39,444 |
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16,902 |
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Other debtors |
2,192,534 |
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2,043,206 |
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2,231,978 |
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2,060,108 |
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| 7 |
Creditors: amounts falling due within one year |
2025 |
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2023 |
| £ |
£ |
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Trade creditors |
497,029 |
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1,188,895 |
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Other creditors |
5,709,210 |
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4,378,726 |
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6,206,239 |
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5,567,621 |
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| 8 |
Creditors: amounts falling due after one year |
2025 |
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2023 |
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£ |
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Loan notes payable by instalments 1 - 5 years |
5,239,718 |
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5,442,429 |
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Loan notes payable by instalments after 5 years |
8,711,784 |
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39,736,061 |
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13,951,502 |
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45,178,490 |
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Interest of 10% per annum is payable on loan notes totalling £19,080,496 (2023: £49,349,409). During the period, £4,728,537 (2023: £4,639,711) was accrued. £5,128,994 (2023: £4,170,919) is due within 1 year and is included within "Other creditors" in note 7. Further details on the movement in loan notes are provided under 'Related party transactions' in note 11. |
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The loan notes are secured by way of debenture, which include fixed and floating charges secured over its entire assets and undertaking, including leasehold land at Clapham Lodge, Londonderry, Northallerton. |
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| 9 |
Called up share capital |
2025 |
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2023 |
| £ |
£ |
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Ordinary share capital Issued and fully paid |
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Ordinary shares of £1 each |
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33,846,021 |
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200 |
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Debt-for-Equity Swap |
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The company issued 18,616,855 ordinary shares of £1 each for £nil premium, and 15,228,966 ordinary shares of £1 each at a premium of £0.03 per share, in settlement of an outstanding £34,294,746 loan to related parties; this was a non-cash transaction. Further details are disclosed in note 11 (Related party transactions). |
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| 10 |
Operating lease commitments |
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Lessee |
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The company has entered into a lease where the amount of rent is dependent on the electricity and biomethane outputs of the plant. This is set at a minimum charge of £48,000 and a maximum of £108,000 per annum and is subject to inflationary increases. The lease expires in November 2039 with a break option from November 2034. |
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2025 |
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2023 |
| £ |
£ |
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Not later than one year |
126,964 |
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113,329 |
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Later than one year and not later than five years |
507,855 |
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453,315 |
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Later than five years |
1,228,592 |
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1,238,232 |
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1,863,411 |
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1,804,876 |
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| 11 |
Related party transactions |
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As at the period end, the company owes Kanadevia Inova Biogas Holdco Limited formerly known as Iona Environmental Infrastructure Holdco Limited loan notes totalling £10,343,429 (2023: £26,877,682). |
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During the period the company entered into a debt for equity swap with Kanadevia Inova Biogas Holdco. The company issued 18,616,855 ordinary shares of £1 each at a premium of £nil per share, fully paid, in settlement of an outstanding £18,616,855 loan to Kanadevia Inova Biogas Holdco Limited. |
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During the period, interest of £2,578,164 (2023: £2,531,745) was charged, of which £495,562 (2023: £55,030) was paid, and £2,082,602 (2023: £2,476,715) was capitalised. In addition, interest of £2,834 (2023: £7,364) has been accrued on the respective loans and is included within note 7 under "other creditors". |
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As at the period end, the company owes Iona Renewable Infrastructure LP loan notes totalling £nil (2023: £22,471,727). During the period, loans totalling £nil (2023: £453,000) were advanced by Iona Renewable Infrastructure LP. |
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During the period, interest of £1,731,268 (2023: £2,106,599) was charged on these loans, all of which was capitalised. In addition, interest of £nil (2023: £6,157) has been accrued on the respective loans and is included within note 7 under "other creditors". |
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During the period the company entered into a debt for equity swap with Iona Renewable Infrastructure LP. The company issued 15,228,966 ordinary shares of £1 each at a premium of £0.03 per share, fully paid, in settlement of an outstanding £15,677,891 loan to Iona Renewable Infrastructure LP. |
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Iona Renewable Infrastructure LP entered into a sale and purchase agreement to sell all of their shares and loan notes to Kanadevia Inova UK Holding Limited at face value. The agreement was executed on 23 December 2024, on which date loan notes of £8,525,104 and accrued interest of £186,852 was transferred from Iona Renewable Infrastructure LP to Kanadevia Inova UK Holding Limited. |
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As at the period end, the company owes Kanadevia Inova UK Holding Limited loan notes totalling £8,737,067 (2023: £nil). |
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During the period, interest of £427,398 (2023: £nil) was charged on these loans, of which £211,963 (2023: £nil) was capitalised. At the period end, £215,435 (2023: £nil) was due and £2,452 (2023: £nil) has been accrued. Both amounts are included in note 7 under "other creditors". |
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Kanadevia Inova Biogas Holdco Limited and Kanadevia Inova UK Holding Limited are joint shareholders of the company. |
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2025 |
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2023 |
| £ |
£ |
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Transactions with related parties |
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During the period the company entered into the following transactions with related parties: |
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Sales made to entities with common control or common significant influence: |
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330,986 |
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37,355 |
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Purchases made from entities with common control or common significant influence: |
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Director fees |
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37,024 |
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27,603 |
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Feedstock |
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1,113,823 |
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1,480,297 |
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Goods and services |
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2,639,838 |
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2,052,059 |
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3,790,685 |
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3,559,959 |
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2025 |
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2023 |
| £ |
£ |
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In addition to the disclosures above, further trading balances due from related parties are set out below: |
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Amounts due from related parties |
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32,090 |
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9,449 |
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Amounts due to related parties |
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205,628 |
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617,887 |
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| 12 |
Change of name |
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Effective 28th April 2025, the company changed its name from Leeming Biogas Limited to Kanadevia Inova Biogas Leeming Limited. |
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| 13 |
Parent entity |
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At the period end the immediate controlling entity is Kanadevia Inova Biogas Holdco Limited , a company registered in England, due to its majority shareholding in the company. The ultimate controlling party is Kanadevia Corporation, a company registered in Japan. |
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| 14 |
Other information |
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Kanadevia Inova Biogas Leeming Limited is a private company limited by shares and incorporated in England. Its registered office is: |
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123 Pall Mall |
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London |
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SW1Y 5EA |
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| 15 |
Audit report information |
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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: |
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The auditor's report was unqualified. |
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The senior statutory auditor was Kenneth McDowell |
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The auditor was Saffery LLP. |
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The audit report was signed on |
21 October 2025 |