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Registered number: 08372348 GCP BIOMASS 1 LTD AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
GCP BIOMASS 1 LTD REGISTERED NUMBER: 08372348 BALANCE SHEET AS AT 31 MARCH 2025
|  | 2025 |  | 2024
Note |  | £000 |  | £000
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 5 | 16,303 |  | 19,263 |
Debtors: amounts falling due within one year | 5 | 4,753 |  | 3,924 |
Cash at bank and in hand | 6 | - |  | 1 |
|  | 21,056 |  | 23,188 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 7 | (7,485) |  | (8,552) |
Net current assets |  |  | 13,571 |  | 14,636
Total assets less current liabilities |  |  | 13,571 |  | 14,636
Creditors: amounts falling due after more than one year | 8 |  | (35,280) |  | (35,278)
Net liabilities |  |  | (21,709) |  | (20,642)
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | - |  | -
Profit and loss account | 10 |  | (21,709) |  | (20,642)
|  |  | (21,709) |  | (20,642)
The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. 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: 13 May 2026
The notes on pages 2 to 8 form part of these financial statements. Page 1
GCP BIOMASS 1 LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
1. | General information
GCP Biomass 1 Ltd is a private company, limited by shares and incorporated in England and Wales, registered number 08372348. The registered office address 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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 unless otherwise stated. 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 we no material departures from this standard. Page 2
GCP BIOMASS 1 LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.3 | Going Concern
The Company was loss making in the period and is in a net liability position at the year end date. The financial statements have been prepared on a going concern basis which means that the Company can be expected to meet its liabilities as they fall due for a period of at least 12 months from the date of signing these financial statements. In assessing the appropriateness of the going concern basis of preparation the Directors have taken into account the key risks of the business as well as the Company's business model and the availability of cash resources. The Company's loan debtor is engaged in the generation and sale of renewable electricity derived from the operation of a portfolio of anaerobic digestion plants. The plants have encountered a number of operational and market challenges during the construction and operation phase of their lifecycle which has impacted their ability to service the loan in the line with the underlying facility agreement. In prior years, the Company worked with the borrower to restructure the loan which resulted in the Company waiving outstanding principal and interest totalling £20,828,000. The lender to the Company was supportive of this process however no similar restructuring of the Company's borrowings was undertaken. This is the driver for the net liability position of the Company and in turn results in the Company generating annual losses given the differential between the interest receivable and payable on the respective loan debtor and loan creditor balances. The Directors cite the following to support the going concern basis of preparation: ∙The Company is in a net current asset position; ∙The Directors have reviewed the performance of the borrower since the restructuring and have noted an increase in distributions received driven by improvements in operating performance and positive movements in market electricity prices. This has in turn enabled the Company to increase its level of debt servicing to the lender, GCP Infrastructure Investments Limited; and ∙The lender to the Company has provided a letter of support confirming its commitments to support the Company for at least 12 months from the date on signing these financial statements. On this basis the Directors consider it appropriate to prepare the financial statements on a going concern basis.
| 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. Page 3
GCP BIOMASS 1 LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.6 | Current 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 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. Page 4
GCP BIOMASS 1 LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025 2.Accounting policies (continued)
| 2.10 | Financial instruments (continued)
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 is 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. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled. Page 5
GCP BIOMASS 1 LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
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 |  |
| Amounts owed by group undertakings | 16,303 | 19,263
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Due within one year |  |
| Amounts owed by group undertakings | 4,753 | 3,924
| Amounts owed by group undertakings comprise interest bearing loan notes which are accounted for at amortised cost.
6. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| Cash at bank and in hand | - | 1
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GCP BIOMASS 1 LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| External loans | 6,947 | 7,997
| Amounts owed to group undertakings | - | 17
| Other creditors | 530 | 530
| Accruals and deferred income | 8 | 8
|  | 7,485 | 8,552
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Refer to note 8 for details of external loans.
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £000 | £000
| External loans | 35,280 | 35,278
| 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 | 35,261 | 35,229
9. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,000 (2024 - 1,000) Ordinary shares of £0.01 each | 10 | 10
10. | Reserves
Profit and loss account The profit and loss account represents cumulative profits and losses net of all adjustments. Page 7
GCP BIOMASS 1 LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025
11. | 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 a Group.
12. | Controlling party
The Company's immediate and ultimate parent undertaking 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 consolidated financial statements of GCP Intermediary Holdings Limited may be obtained from Companies House or from its registered office address is 24 Savile Row, London, W1S 2ES.
13. | Auditors' information
The auditors' report on the financial statements for the year ended 31 March 2025 was unqualified.
| In their report, the auditors emphasised the following matter without qualifying their report: 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 balance was restructured as a result of technical difficulties in the operation of a portfolio of anaerobic digestion plants resulting in the waiving of a portion of the outstanding loan balance. As a result, there is uncertainty over the level of cash inflows the Company will receive over the life of the financing structure to fund repayment of its borrowings. 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.
The audit report was signed on 13 May 2026 by Thomas Clark ACA (Senior Statutory Auditor) on behalf of Wellden Turnbull Limited.
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