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REGISTERED NUMBER: 11108170 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

MC Asset Co Limited

| MC Asset Co Limited (Registered number: 11108170) |

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 4 |

| Report of the Independent Auditors | 6 |

| Income Statement | 9 |

| Other Comprehensive Income | 10 |

| Balance Sheet | 11 |

| Statement of Changes in Equity | 12 |

| Notes to the Financial Statements | 13 |

| MC Asset Co Limited |

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | H Miles

| N Clements

| E W Bastow

| SECRETARY: | H Miles

| REGISTERED OFFICE: | C/O Material Change Ltd, The Amphenol

| Building, 46-50 Rutherford Drive

| Park Farm Industrial Estate

| Wellingborough

| Northamptonshire

| NN8 6AX

| REGISTERED NUMBER: | 11108170 (England and Wales)

| AUDITORS: | Hardcastle Burton LLP

| Lake House

| Market Hill

| Royston

| Hertfordshire

| SG8 9JN

| MC Asset Co Limited (Registered number: 11108170) |

Strategic Report

for the Year Ended 31 December 2024

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

The results for the year and financial position of the company are as shown in the annexed financial statements.

The key financial highlights are as follows:

| 2024 |  | 2023 |  |

£ |  | £ |  |

Turnover |  | 468,118 |  | 445,377 |  |

Operating profit |  | 275,222 |  | 184,798 |  |

Gross assets |  | 47,064,991 |  | 45,249,478 |  |

Net assets |  | 11,541,036 |  | 10,417,570 |  |

The company has stabilised financial performance year on year and displays consistent results to the previous year. The company provides management services to its 6 subsidiary AD and composting sites to provide a steady rate of turnover.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company, and an explanation of how they are managed, are set out below. The company has implemented risk controls and loss mitigation plans but cannot give absolute assurance that such procedures will be effective in identifying or controlling each of the operational risks faced by the company. The company manages the principal financial risk within policies and operating parameters approved by the Board of Directors.

Liquidity risk

The company has loans from its shareholders. These loans are taken on to finance the expansion of the company's business activities. The directors consider the risk to be mitigated as the loan is provided by the shareholders of the parent company who have a business interest in the company. Although the company is expected to have sufficient cash resources to repay the loan when payments fall due. It is unlikely that the shareholders would demand payment at the detriment of the company's activities.

Interest risk

The company carries loans as discussed above. The loans are provided by the shareholders and have an agreed interest rate over the life of the loan. External interest rates therefore do not pose a risk to the loans in place.

Health and Safety and the Environment

The operations of the underlying assets are subject to health and safety and environmental regulation. A breach of these or an accident could lead to damages or compensation to the extent such loss is not covered by insurance policies, adverse publicity, or reputational damage.

The company engages an independent health and safety consultant to ensure the ongoing appropriateness of its health and safety policies and procedures. At site level, there are reporting lines ensuring that the board is informed of events as soon as possible after they occur.

| MC Asset Co Limited (Registered number: 11108170) |

Strategic Report

for the Year Ended 31 December 2024

OUTLOOK AHEAD

In general, the outlook for the company is positive, with proven operational and financial performance from the assets. The company continues to look for opportunities to expand its portfolio in the renewable energy sector through acquisition of anaerobic digestion plants.

ON BEHALF OF THE BOARD:

E W Bastow - Director

31 March 2026

| MC Asset Co Limited (Registered number: 11108170) |

Report of the Directors

for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of management services.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024 (2023: Nil).

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

C P Course - resigned 25 July 2024

J P Samworth - resigned 25 July 2024

H Unwin - resigned 25 July 2024

H Miles - appointed 25 July 2024

N Clements - appointed 25 July 2024

E W Bastow - appointed 25 July 2024

DISCLOSURE IN THE STRATEGIC REPORT

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the director's report. It has done so in respect of principal risks and uncertainties.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | state whether applicable 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 company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

| MC Asset Co Limited (Registered number: 11108170) |

Report of the Directors

for the Year Ended 31 December 2024

AUDITORS

Pursuant to Section 487 of the Companies Act 2006, Hardcastle Burton LLP will be deemed reappointed as auditor until the conclusion of the next Annual General Meeting.

ON BEHALF OF THE BOARD:

E W Bastow - Director

31 March 2026

Report of the Independent Auditors to the Members of

MC Asset Co Limited

Opinion

We have audited the financial statements of MC Asset Co Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, 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 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 profit 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

MC Asset Co Limited

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- | the financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach was as follows:-

We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and its subsidiaries. We determined that the reporting frameworks directly relevant to the financial statements are FRS 102, Companies Act 2006 and the relevant tax compliance regulations in the company's jurisdiction.

We made enquiries with management to obtain an understanding of the company's controls in place with regards to the compliance of relevant frameworks. We corroborated this by reviewing the company's board minutes.

At the planning stage, we carried out a risk assessment on the company's financial statements and the susceptivity to a material misstatement by error or fraud. Our risk assessment included a review of systems and controls in place and how fraud might occur. We devised specific substantive tests to combat potential areas of fraud.

We designed our audit procedures to highlight non-compliance with relevant laws and regulation as described above. Our substantive procedures involved journal testing, with a particular focus on manual journals and journals indicating large or unusual transactions, utilising our understanding of the business.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of

MC Asset Co Limited

Use of our 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 a Report of the Auditors 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.

Denise Lindsell FCA (Senior Statutory Auditor)

for and on behalf of Hardcastle Burton LLP

Lake House

Market Hill

Royston

Hertfordshire

SG8 9JN

31 March 2026

| MC Asset Co Limited (Registered number: 11108170) |

Income Statement

for the Year Ended 31 December 2024

| 31.12.24 | 31.12.23 |

| as restated |

| Notes | £ | £ | £ | £ |

TURNOVER | 3 | 468,118 |  | 445,377 |  |

Administrative expenses | 192,896 |  | 260,579 |  |

OPERATING PROFIT | 5 | 275,222 |  | 184,798 |  |

Exceptional items | 6 | 773,948 |  | - |  |

1,049,170 |  | 184,798 |  |

Income from shares in group undertakings | 4,173,359 |  | 421,122 |  |

Interest receivable and similar income | 2,383,232 |  | 2,474,305 |  |

|  | 6,556,591 |  |  |  | 2,895,427 |  |

7,605,761 |  | 3,080,225 |  |

Interest payable and similar expenses | 7 | 2,530,191 |  | 2,703,288 |  |

PROFIT BEFORE TAXATION | 5,075,570 |  | 376,937 |  |

Tax on profit | 8 | - |  | - |  |

PROFIT FOR THE FINANCIAL YEAR | 5,075,570 |  | 376,937 |  |

| MC Asset Co Limited (Registered number: 11108170) |

Other Comprehensive Income

for the Year Ended 31 December 2024

| 31.12.24 |  | 31.12.23

| as restated |

| Notes | £ | £ |

PROFIT FOR THE YEAR | 5,075,570 |  | 376,937 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 5,075,570 |  | 376,937 |  |

| MC Asset Co Limited (Registered number: 11108170) |

Balance Sheet

31 December 2024

| 31.12.24 | 31.12.23 |

| as restated |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 11 | 15,860,731 |  | 15,860,731 |  |

CURRENT ASSETS

Debtors: amounts falling due within one year | 12 | 163,916 |  | 75,885 |  |

Debtors: amounts falling due after more than one year | 12 | 30,780,663 |  | 29,122,753 |  |

Cash at bank | 259,681 |  | 190,109 |  |

31,204,260 |  | 29,388,747 |  |

CREDITORS

Amounts falling due within one year | 13 | 3,760,750 |  | 205,073 |  |

NET CURRENT ASSETS | 27,443,510 |  | 29,183,674 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 43,304,241 |  | 45,044,405 |  |

CREDITORS

Amounts falling due after more than one year | 14 | 31,763,205 |  | 34,626,835 |  |

NET ASSETS | 11,541,036 |  | 10,417,570 |  |

CAPITAL AND RESERVES

Called up share capital | 17 | 2,767,500 |  | 2,767,500 |  |

Capital reserve | 18 | 5,556,671 |  | 5,556,671 |  |

Retained earnings | 18 | 3,216,865 |  | 2,093,399 |  |

SHAREHOLDERS' FUNDS | 11,541,036 |  | 10,417,570 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 31 March 2026 and were signed on its behalf by:

E W Bastow - Director

| MC Asset Co Limited (Registered number: 11108170) |

Statement of Changes in Equity

for the Year Ended 31 December 2024

| Called up |

| share |  | Retained |  | Capital |  | Total

| capital |  | earnings |  | reserve |  | equity

£ | £ | £ | £ |

Balance at 1 January 2023 | 2,767,500 |  | 1,716,462 |  | 6,213,671 |  | 10,697,633 |  |

Changes in equity

Total comprehensive income | - |  | 376,937 |  | - |  | 376,937 |  |

Prior year adjustment- Note 10 | - |  | - |  | (657,000 | ) | (657,000 | ) |

Balance at 31 December 2023 | 2,767,500 |  | 2,093,399 |  | 5,556,671 |  | 10,417,570 |  |

Changes in equity

Dividends | - |  | (3,952,104 | ) | - |  | (3,952,104 | ) |

Total comprehensive income | - |  | 5,075,570 |  | - |  | 5,075,570 |  |

Balance at 31 December 2024 | 2,767,500 |  | 3,216,865 |  | 5,556,671 |  | 11,541,036 |  |

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| MC Asset Co Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The functional and presentational currency of the company is pound sterling.

| The financial statements have been prepared on the going concern basis. In assessing the appropriateness of this basis, the directors have reviewed the cash flow forecasts of the company and the group headed by Biotic NRG Limited. These forecasts indicate that the company will have sufficient working capital to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements.

| The directors have also taken into account a letter of support provided by the parent company, Biotic NRG Limited, which confirms that it will provide additional financial support to the Group, if necessary, to enable it to settle its liabilities as they fall due for the period up to at least 30 April 2027.

| Financial Reporting Standard 102 - reduced disclosure exemptions

| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows.

| Preparation of consolidated financial statements

| The financial statements contain information about MC Asset Co Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, BioticNRG Limited, C/O Material Change Ltd, The Amphenol Building 46-50 Rutherford Drive, Park Farm Industrial Estate, Wellingborough, England, NN8 6AX.

| Related party exemption

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| 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 statement of financial position when the company becomes party to the contractual provisions of the instrument.

| Basic financial assets

| 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.

| Basic financial liabilities

| Basic financial liabilities, including creditors and loans 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.

| 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.

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

3. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the company.

| An analysis of turnover by class of business is given below:

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Management fees | 293,049 |  | 278,292 |  |

| Recharges | 175,069 |  | 167,085 |  |

468,118 |  | 445,377 |  |

4. | EMPLOYEES AND DIRECTORS

| There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

| The average number of employees during the year was NIL (2023 - NIL).

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Directors' remuneration | - |  | - |  |

5. | OPERATING PROFIT

| The operating profit is stated after charging:

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Auditors' remuneration | 14,700 |  | 17,100 |  |

6. | EXCEPTIONAL ITEMS

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Exceptional items | 773,948 |  | - |  |

| On 31 December 2024 a loan waiver was executed to cancel the intercompany creditor balance owed to a subsidiary company, Material Change Composting Limited, of £773,948.

7. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Loan interest | 2,530,191 |  | 2,703,288 |  |

8. | TAXATION

| Analysis of the tax charge

| No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

8. | TAXATION - continued

| At 31 December 2024 the company has deficits on non-trading loan relationships of £526,471 (2023: £526,471) to carry forward

| No deferred tax asset is recognised within the accounts as this is not considered recoverable due to the significant losses carried forward.

9. | DIVIDENDS

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Ordinary shares of £1 each

| Interim | 3,952,104 |  | - |  |

10. | PRIOR YEAR ADJUSTMENT

| For the year ended 31 December 2023, a prior year adjustment has been recognised to reclassify a loan balance of £657,000 from the parent company, AD Aggregator Platform Limited. This balance had previously been misclassified within the capital reserve as a capital contribution and has now been correctly presented as a loan payable.

| As shown in the Statement of Changes in Equity, the capital reserve balance at 1 January 2023 of £6,213,671 has been restated to £5,556,671 to reflect this reclassification. Consequently, overall net assets have decreased by £657,000.

11. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2024

| and 31 December 2024 | 15,860,731 |  |

| NET BOOK VALUE

| At 31 December 2024 | 15,860,731 |  |

| At 31 December 2023 | 15,860,731 |  |

| The company's investments at the Balance Sheet date in the share capital of companies include the following:

| Decoy Farm Power Limited

| Registered office: United Kingdom

| Nature of business: Anaerobic digestion plant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Helmdon Blackpits Power Limited

| Registered office: United Kingdom

| Nature of business: Anaerobic digestion plant

| %

| Class of shares: | holding |

| Ordinary shares | 100.00 |

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

11. | FIXED ASSET INVESTMENTS - continued

| Material Change Composting Limited

| Registered office: United Kingdom

| Nature of business: Composting plant

| %

| Class of shares: | holding |

| Ordinary shares | 100.00 |

| Bay Farm Power Limited

| Registered office: United Kingdom

| Nature of business: Anaerobic digestion plant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Euston Biogas Limited

| Registered office: United Kingdom

| Nature of business: Anaerobic digestion plant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Camel Power Limited

| Registered office: United Kingdom

| Nature of business: Holding company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| Oak Grove Renewable Energy Limited

| Registered office: United Kingdom

| Nature of business: Anaerobic digestion plant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| The company is a 100% subsidiary of Camel Power Limited.

12. | DEBTORS

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Amounts falling due within one year:

| Amounts owed by group undertakings | 140,413 |  | 63,635 |  |

| VAT | 11,253 |  | - |  |

| Prepayments and accrued income | 12,250 |  | 12,250 |  |

163,916 |  | 75,885 |  |

| Amounts falling due after more than one year:

| Amounts owed by group undertakings | 30,780,663 |  | 29,122,753 |  |

| Aggregate amounts | 30,944,579 |  | 29,198,638 |  |

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Trade creditors | 55,638 |  | 56,923 |  |

| Amounts owed to group undertakings | 3,563,878 |  | 95,237 |  |

| VAT | - |  | 9,277 |  |

| Accruals and deferred income | 141,234 |  | 43,636 |  |

3,760,750 |  | 205,073 |  |

14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Other loans (see note 15) | - |  | 3,319,589 |  |

| Amounts owed to group undertakings | 31,763,205 |  | 31,307,246 |  |

31,763,205 |  | 34,626,835 |  |

| The amounts due after more than one year relate to loan notes issued.

| The amount included within other loans of £Nil (2023: £3,319,589) was transferred to the ultimate parent company on 25 July 2024 and is now disclosed within amounts owed to group undertakings, falling due within one year.

| Amounts due to group undertakings are disclosed in note 19.

15. | LOANS

| An analysis of the maturity of loans is given below:

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Amounts falling due in more than five years:

| Repayable otherwise than by instalments

| Other loans | - |  | 3,319,589 |  |

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

16. | SECURED DEBTS

| The following secured debts are included within creditors:

| 31.12.24 |  | 31.12.23

| as restated |

£ | £ |

| Other loans | - |  | 3,319,589 |  |

| Amount owed to group companies | - |  | 30,533,298 |  |

- |  | 33,852,887 |  |

| The above secured debts are in relation to loan notes (note 14) which are secured by way of a fixed and floating charge of the assets of the company. This charge was satisfied on 24 September 2024.

| The amount described as 'other loans' were repaid due to a change in ownership on 25 July 2024, the loans were then reissued by BioticNRG Limited as an unsecured debt. The loans to BioticNRG Limited are repayable on demand and unsecured.

| An unlimited guarantee has been given to Barclays Bank Plc by MC Asset Co Limited, Bay Farm Power Limited, Decoy Farm Power Limited, Euston Biogas Limited, Helmdon Blackpits Power Limited, Material Change Composting Limited and Oak Grove Renewable Energy Limited dated 30 January 2020.

| An unlimited guarantee has been given to Barclays Bank Plc by AD Aggregator Platform Limited, MC Asset Co Limited, Bay Farm Power Limited, Decoy Farm Power Limited, Euston Biogas Limited, Helmdon Blackpits Power Limited, Material Change Composting Limited, Material Change Limited, Oak Grove Renewable Energy Limited and Pedersen Contracting Services Limited dated 21 November 2024.

17. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.24 |  | 31.12.23

| value: |  | as restated |

£ | £ |

| 2,767,500 | Ordinary | £1 | 2,767,500 |  | 2,767,500 |  |

18. | RESERVES

| Retained |  | Capital |

| earnings |  | reserve |  | Totals

£ | £ | £ |

| At 1 January 2024 | 2,093,399 |  | 5,556,671 |  | 7,650,070 |  |

| Profit for the year | 5,075,570 |  | - |  | 5,075,570 |  |

| Dividends | (3,952,104 | ) | - |  | (3,952,104 | ) |

| At 31 December 2024 | 3,216,865 |  | 5,556,671 |  | 8,773,536 |  |

| MC Asset Co Limited (Registered number: 11108170) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

19. | RELATED PARTY DISCLOSURES

| The company has taken advantage of the exemption in FRS 102, section 33 not to disclose transactions and balances with wholly owned group companies.

| The company has loan notes in issue to AD Aggregator Platform Ltd, the 90% parent company. At the year end the balance due was £31,763,205 (2023 - £30,533,298), which includes capitalised interest. The interest charged on the loans was £2,277,803 (2023 - £2,432,960). Interest is charged at 7% per annum on loans issued in 2019 and 8% per annum on loans issued in 2018. £657,000 of the 2018 loan notes were issued at a 0% interest rate and are therefore not an arm's length transaction. Interest is capitalised if it is unpaid at the interest payment date. The total amount due to the 90% parent company falls due as follows: £13,209,401 becomes repayable on 30 June 2028, £13,539,089 on 30 September 2029 and £4,357,715 on 31 December 2029.

| In addition to this, the company has loan notes in issue to BioticNRG Ltd, the ultimate parent company. At the year end the balance due was £3,460,378 (2023 - £Nil). Interest is charged on the loan at 7.3% per annum and is accrued during the year totalling £111,598 (2023: £Nil). The loan is repayable on demand.

20. | ULTIMATE CONTROLLING PARTY

| The immediate parent company is AD Aggregator Platform Limited.

| During the year ended 31 December 2023 the ultimate parent company was AD Aggregator Platform Limited, a company incorporated in England and Wales. During this time, the ultimate controlling party was the Natwest Pension fund.

| On 25 July 2024, the ultimate controlling parent company became BioticNRG 1 LP, based in Guernsey. BioticNRG 1 LP is also considered the ultimate controlling party.

| The company is wholly owned by AD Aggregator Platform Limited, with 90% legal interest and 10% beneficial interest. During the year BioticNRG Limited transferred the 10% beneficial ownership to AD Aggregator Platform Limited via way of loan agreement. As AD Aggregator Platform Limited has 100% exposure to the economic risks and rewards of ownership, this is considered wholly owned.

| The smallest and largest group of undertakings for which group accounts have been drawn up is that headed by BioticNRG Limited.