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Registered number: 08582647 GCP BIOMASS 2 LIMITED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
GCP BIOMASS 2 LIMITED REGISTERED NUMBER: 08582647 BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 5 | 52,610 |  | 49,243 |
Cash at bank and in hand |  | - |  | - |
|  | 52,610 |  | 49,243 |
Current Liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 6 | (1,777) |  | (35) |
Net current assets |  |  | 50,833 |  | 49,208
Total assets less current liabilities |  |  | 50,833 |  | 49,208
Creditors: amounts falling due after more than one year | 7 |  | (51,419) |  | (49,727)
Net liabilities |  |  | (586) |  | (519)
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 1 |  | 1
Profit and loss account | 9 |  | (587) |  | (520)
|  |  | (586) |  | (519)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Ms C Marlow
Director
Date: 1 May 2026
Page 1
GCP BIOMASS 2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
GCP Biomass 2 Limited is a private company, limited by shares, incorporated in England and Wales, registered number 08582647. The registered address address office is 24 Savile Row, London, W1S 2ES. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). These financial statements are presented in sterling, which is the functional currency of the Company and rounded to the nearest £'000. The following principal accounting policies have been applied:
| 2.2 | Compliance with accounting standards
The financial statements have been prepared using FRS102 The Financial Reporting Standard applicable in the UK and the republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from this standard.
| 2.3 | Going concern
The Company’s loan debtor operates a wood fuelled biomass plant. Due to performance issues, the borrower defaulted on the loan and entered administration. A programme to restructure the borrower’s debt was implemented including further investment in a schedule of planned capital improvements to increase the operational efficiency of the plant. As part of the restructure the loan balance of a fellow group subsidiary with the same borrower was novated to the Company and further loan financing was approved by the Company’s lender to fund the capital improvements to the loan debtor’s plant. The borrower subsequently exited administration. Measures have been taken to improve performance, however there is still uncertainty over the level of future cashflows expected to be generated by the borrower. The operational performance of the borrower has continued to be less than expected such that the cashflows generated are not sufficient to fund repayment of the loan in line with the underlying facility agreement. Unpaid interest has been capitalised in the period. This has in turn impacted the ability of the Company to service it's borrowing as they fall due. Nonetheless, the Directors consider the Company’s debtor loan to be fully recoverable and the Company to generate sufficient funds to repay the creditor loan including any capitalised interest over the life of the loan balance. However, the Directors recognise that there is uncertainty as to future cash flows receivable by the Company due to the underlying performance of the borrower and the significant differential between forecast cashflows and actual cashflows realised to date. As such, the Company is unable to service it's borrowing in line with the facility agreement and is financing the loan on a cash sweeping basis. The Directors consider preparing the financial statements on a going concern basis is appropriate due to the ongoing support of its lender, a company providing infrastructure debt financing. This support gives the Company the financial resources to be able to meet its liabilities as they fall due for the foreseeable future. Page 2
GCP BIOMASS 2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover comprises interest receivable from the provision of loan financing. Interest receivable is recognised over the loan period using the effective interest method, which takes into account related fees and transaction costs.
| 2.5 | Interest payable
Interest payable is recognised using the effective interest method, which takes into account related fees and transaction costs. Interest payable is included within cost of sales as it is directly attributable to the interest receivable included in revenue.
| 2.6 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
| 2.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.9 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.10 | 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 Balance Sheet when the Company becomes party to the contractual provisions of the instrument. Basic financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless Page 3
GCP BIOMASS 2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments. Impairment of financial assets Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Page 4
GCP BIOMASS 2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. Management do not consider the Company to have any key sources of estimation uncertainty nor any significant judgements or assumptions in preparing these financial statements.
4. | Employees
The Company has no employees other than the Directors, who did not receive any remuneration (2024 - £NIL).
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Due after more than one year |  |
| Other loans | 52,610 | 49,243
| Other loans receivable balances accounted for at amortised cost.
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| External loans | 1,751 | -
| Other creditors | 19 | 28
| Accruals and deferred income | 7 | 7
|  | 1,777 | 35
| Refer to note 7 for details of external loans.
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GCP BIOMASS 2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
7. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| External loans | 51,419 | 49,727
| External loans comprise interest bearing loan notes which are accounted for at amortised cost and are repayable by instalments. The loan notes are secured by a debenture over all assets of the Company, present and future.
| The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Repayable by instalments | 38,104 | 49,727
8. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2024 - 1,000) Ordinary shares of £1.00 each | 1 | 1
9. | Reserves
Profit and loss account The profit and loss account represents cumulative profits and losses net of all adjustments.
10. | Related party transactions
| The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A, from disclosing related party transactions with other group companies, on the grounds that the Company is wholly owned within the Group.
11. | Controlling party
The Company's immediate and ultimate parent company is GCP Intermediary Holdings Limited, a company incorporated in England and Wales. The smallest and largest group of undertakings into which the results of the Company are consolidated is headed by GCP Intermediary Holdings Limited. The registered office address of GCP Intermediary Holdings Limited is 24 Savile Row, London, W1S 2ES. The consolidated financial statements are available from the registered office address and Companies House. Page 6
GCP BIOMASS 2 LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
12. | Auditors' information
The auditors' report on the financial statements for the year ended 31 March 2025 was qualified. The qualification in the audit report was as follows: Basis for qualified opinion The Company has acquired senior loan notes issued by Birmingham Bio Power Limited (“the borrower”), a company engaged in the operation of a wood fuelled biomass plant. Due to performance issues, the borrower defaulted on the loan and entered administration. A programme to restructure the borrower’s debt was implemented including further investment in a schedule of planned capital improvements to increase the operational efficiency of the plant. As part of the restructure, related loan notes held by a fellow group subsidiary was novated to the Company and further loan financing was approved by the Company’s lender to fund capital improvements. The borrower subsequently exited administration in 2021. The borrower has implemented measures to improve performance however the operational performance of the borrower has continued to be less than expected, there is still uncertainty over the level of future cashflows expected to be generated and there is a significant differential between forecast cashflows and actual cashflows realised to date. At present, the cashflows generated by the borrower are not sufficient to fund repayment of the loan notes in accordance with the loan note instrument. During the period, unpaid interest has been capitalised. Due to uncertainty over the level of cashflows the borrower is able to generate over the life of the loan because of operational issues and fluctuating plant output, it is not possible to demonstrate the recoverability of the loan receivable and determine whether any impairment is required. Until the borrower stabilises plant output levels and meets operational targets, this is expected to continue. Material uncertainty related to going concern We draw attention to note 2.3 in the financial statements, which sets out the position of the Company with respect to going concern. The Company's loan debtor has encountered performance issues which has impacted it's ability to service the loan. As a result, the Company has not been able to service it's borrowings in line with the facility agreement. The Company's lender has provided a letter of support confirming it's intention to support the Company for at least 12 months from the date of this report. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the Directors' use of the going concern basis ofaccounting in the preparation of the financial statements is appropriate. The audit report was signed on 1 May 2026 by Thomas Clark ACA (Senior Statutory Auditor) on behalf of Wellden Turnbull Limited.
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