ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

Registered number: 08935699

HEMSWELL BIOGAS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

HEMSWELL BIOGAS LIMITED

COMPANY INFORMATION

Directors	RBA Maddan
	CE Stoyell


Registered number	08935699


Registered office	Control Tower
	Hemswell Cliff Industrial Estate
	Hemswell Cliff
	Gainsborough
	DN21 5TU


Independent auditors	Ryecroft Glenton
	Chartered Accountants & Statutory Auditors
	32 Portland Terrace
	Newcastle upon Tyne
	NE2 1QP

HEMSWELL BIOGAS LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10 - 11
Statement of Changes in Equity	12
Notes to the Financial Statements	13 - 32

HEMSWELL BIOGAS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal activities

The Company’s principal activity during the year is the operation of a food waste Anaerobic Digestion (AD) Plant. The Company provides solutions for food waste recycling needs as a sustainable alternative to landfill. Through the AD process this waste is broken down to generate biogas.

Business review

The financial results are detailed in the accompanying schedules. Turnover reduced marginally by 1% during the year. This reflected a 10% decline in energy revenues, primarily driven by lower power prices and temporary production downtime resulting from two planned digester de-gritting operations.

This was largely offset by a 29% increase in gate fee income, reflecting strong demand for food waste processing and improved pricing across new and renewed contracts.

Cost of sales reduced by 1%, resulting in GP% margin being in line with the previous year at 45%.

Included within administrative expenses is an exceptional cost of £0.36m relating to the final impairment of the Company’s oil separation assets. Following a detailed review, these assets were assessed as no longer capable of delivering the required operational efficiency or profitability, and the Company has therefore discontinued oil extraction from the AD process.

EBITDA increased by £0.81m to £1.93m. This includes the add-back of a £0.36m impairment charge. On an underlying basis, EBITDA increased by £0.45m, driven by stronger gate fee income and stable cost control.

Principal risks and uncertainties

Compliance with regulation, legal, health and safety and ethical standards are paramount for the Company. The Group has a dedicated compliance team to ensure that the Company is fully compliant with all legislation.

The volatility of wholesale power prices creates ongoing revenue uncertainty. Pricing and availability of feedstock material remain key risks. The Group manages this through long-term contracts and an experienced commercial team, ensuring a consistent pipeline of economically viable material.

Operational reliability is also a key consideration, with planned maintenance programmes, including periodic digester de-gritting, in place to sustain plant performance and minimise unplanned downtime.

Financial key performance indicators

The Company’s financial key performance indicators for the year ended 31 December 2025, compare to the year ended 31 December 2024, are shown below.

2025 2024 Change
Gross Profit £4,987,367 £4,991,419 (£4,052)
Gross Profit Margin 44.9% 44.5% 0.4%
EBITDA £1,933,616 £1,123,646 £809,970

Page 1

HEMSWELL BIOGAS LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Future developments

Into 2026, the Company continues to invest in essential works to ensure that its assets remain compliant, efficient, and capable of delivering strong operational performance. This includes completion of the remaining digester de-gritting programme, which is expected to enhance operational efficiency, increase reliability, and support improved financial performance in future years.

From April 2026, the Hemswell Biogas site is expected to begin processing Local Authority food waste, following the implementation of new household food waste collection regulations. This is anticipated to provide a stable and long-term source of feedstock, supporting revenue growth and improved plant utilisation

This report was approved by the board on 26 June 2026 and signed on its behalf.

CE Stoyell

Director

Page 2

HEMSWELL BIOGAS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors

The directors who served during the year were:

RBA Maddan

CE Stoyell

Results and dividends

The profit for the year, after taxation, amounted to £662,027 (2024 - loss £1,612,674).

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

HEMSWELL BIOGAS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Going concern

At 31 December 2025 the Company had net current liabilities of £1,718,228 (2024: £2,775,132) and net assets of £3,299,211 (2024: £2,648,766). It is dependent upon the funds provided by its parent company, GVO B-1 Limited. GVO B-1 Limited has been provided with a letter of support from its parent company, Hansa Aktiengesellschaft, that will allow it to make available such funds as are needed by the company to continue in operational existence for at least 12 months from signing off so the company can meet its liabilities as they fall due for payment, should it be needed.

Having reviewed the Company's current position and cash flow projections for the next twelve months and beyond, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and to be profitable. Accordingly, the going concern basis has been adopted in preparing the financial statements.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Ryecroft Glenton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 26 June 2026 and signed on its behalf.

CE Stoyell

Director

Page 4

HEMSWELL BIOGAS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HEMSWELL BIOGAS LIMITED

Opinion

We have audited the financial statements of Hemswell Biogas Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 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 United Kingdom, including the Financial Reporting Council'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.

Page 5

HEMSWELL BIOGAS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HEMSWELL BIOGAS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 3, 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 is 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.

Page 6

HEMSWELL BIOGAS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HEMSWELL BIOGAS LIMITED (CONTINUED)

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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedues are capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

∙the Responsible Individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the renewable energy and anaerobic digestions sectors;

∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including CHAS accreditation, HASAWA 1974, Six Pack Regulations, DSEAR 2002, COSHH 2022 and Environmental legislation (inc. permits);

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence where available; and

∙we ensured that the identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud and their knowledge of actual, suspected and alleged fraud;

∙carrying out walkthrough testing and documenting the relevant controls in place; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested journal entries to identify unusual transactions;

∙considered the control environment and raised recommendations on areas of weakness as appropriate; and

∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙reading the minutes of those charged with governance;

∙enquiring of management as to actual and potential litigation and claims;

Page 7

HEMSWELL BIOGAS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HEMSWELL BIOGAS LIMITED (CONTINUED)

∙discussing laws and regulations with the legal team and those responsible for monitoring compliance;

∙reviewing correspondence with HMRC, relevant regulators (CHAS) and the Company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

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 an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Cameron (Senior Statutory Auditor)

for and on behalf of

Ryecroft Glenton

Chartered Accountants

Statutory Auditors

32 Portland Terrace

Newcastle upon Tyne

NE2 1QP

26 June 2026

Page 8

HEMSWELL BIOGAS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025


	2025	2024
Note	£	£


Turnover	4	11,112,425	11,227,114
Cost of sales		(6,125,058)	(6,235,695)
Gross profit		4,987,367	4,991,419
Administrative expenses		(4,980,555)	(5,535,272)
Exceptional administrative expenses	10	(361,615)	(2,436,512)
Other operating income	5	827,359	196,141
Operating profit/(loss)		472,556	(2,784,224)
Income from participating interests		200,000	500,000
Interest payable and similar expenses	8	(13,531)	(20,090)
Profit/(loss) before tax		659,025	(2,304,314)
Tax on profit/(loss)	9	3,002	691,640
Profit/(loss) for the financial year		662,027	(1,612,674)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

The notes on pages 13 to 32 form part of these financial statements.

Page 9

HEMSWELL BIOGAS LIMITED

REGISTERED NUMBER: 08935699

BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	12		8,436,506		9,018,508
Investments	13		50		50
			8,436,556		9,018,558
Current assets
Stocks	14	280,200		287,538
Debtors: amounts falling due within one year	15	6,477,565		4,663,177
Cash at bank and in hand	16	270,950		314,089
		7,028,715		5,264,804
Creditors: amounts falling due within one year	17	(8,746,943)		(8,039,936)
Net current liabilities			(1,718,228)		(2,775,132)
Total assets less current liabilities			6,718,328		6,243,426
Creditors: amounts falling due after more than one year	18		(1,883,224)		(2,068,253)
Provisions for liabilities
Deferred tax	21	(1,023,861)		(1,026,863)
Other provisions	22	(512,032)		(499,544)
			(1,535,893)		(1,526,407)
Net assets			3,299,211		2,648,766

Capital and reserves
Called up share capital	23	1	1
Other reserves	24	220,348	231,930
Profit and loss account	24	3,078,862	2,416,835
		3,299,211	2,648,766

Page 10

HEMSWELL BIOGAS LIMITED

REGISTERED NUMBER: 08935699

BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 June 2026.

CE Stoyell

Director

The notes on pages 13 to 32 form part of these financial statements.

Page 11

HEMSWELL BIOGAS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Other reserves	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	1	-	4,029,509	4,029,510

Loss for the year	-	-	(1,612,674)	(1,612,674)
Capital contribution	-	231,930	-	231,930

At 1 January 2025	1	231,930	2,416,835	2,648,766

Profit for the year	-	-	662,027	662,027
Capital contribution	-	(11,582)	-	(11,582)
At 31 December 2025	1	220,348	3,078,862	3,299,211

The notes on pages 13 to 32 form part of these financial statements.

Page 12

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Hemswell Biogas Limited is a private company limited by shares, incorporated in England and Wales (Registration number: 08935699). The registered office address is Control Tower, Hemswell Cliff Industrial Estate, Hemswell Cliff, Gainsborough, DN21 5TU.

The principal activity of the company is the generation of green electricity by operating an Anaerobic Digestion plant as a sustainable alternative to landfill, selling the plant capacity and utilising the outputs.

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 judgment in applying the Company's accounting policies (see note 3).

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 £.

The financial statements have been prepared in accordance with FRS 102 as published by the Financial Reporting Council 31 January 2022 and amendments to that standard effective for period up to 31 December 2025. They do not (and are not required to) comply with the amendment published 27 March 2024, effective for periods commencing 1 January 2026, or the current version of FRS 102 published 10 September 2024. Early adoption of those standards is permitted, but the directors have chosen not to do so and will adopt them from the effective date 1 January 2026.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of GVO B-1 Limited as at 31 December 2025 and these financial statements may be obtained from Companies House, Cardiff.

Page 13

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.3

Going concern

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

2.5

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

Revenue from the sale of energy is recognised at the point at which the energy is produced. Revenue from energy sales that is contingent on future notification of past events is recognised when notification is received.

Revenue from the receipt of waste services is recognised on the date that food waste is received.

Rental income included within other operating income is recognised in the period that the rental period relates to.

2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 14

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Hire purchase

Assets obtained under hire purchase contracts are capitalised as tangible fixed assets. Assets acquired by hire purchase are depreciated over their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the Statement of income and retained earnings so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 15

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Development costs

years

Amortisation is not recognised until the asset is fully revenue generating to the reasonable levels expected by management.

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 16

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Capital works in progress are not depreciated until they are completed and operating at the intended level by management.

Depreciation is provided on the following basis:

Plant and machinery	-	5 - 20 years
Fixtures, fittings and office equipment	-	3 - 10 years
Combined heat and power generation engine	-	10 years
Capital works in progress	-	nil until complete

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.16

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

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HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.18

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.

2.19

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.

Page 18

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.20

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.

2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Any changes in the present value is added to or deducted from the cost of the relevant asset. The adjusted depreciable amount of the asset is then depreciated prospectively over its remaining useful life. The unwinding of the discount on the decommissioning provision is included as a finance cost.

2.22

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.

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.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

The estimates and judgments that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the financial period are as follows:

Depreciation
Tangible fixed assets are depreciated over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual values consider matters such as future market conditions, the remaining estimated life of the asset and the discount required to apply cash flows on estimated disposal values to calculate their net present values.

Land reclamation costs
Provision is made for obligations to decommission plant and land where an obligation is known to exist. Estimation is made of the cost of making good based upon local conditions. The value of the provision at the balance sheet date is £512,032.

Page 19

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Supply of energy	8,020,734	8,927,481
Gate fees	2,964,232	2,299,633
Digestate sales	127,459	-
	11,112,425	11,227,114

All turnover arose within the United Kingdom.

5.	Other operating income
		2025	2024
		£	£

Other operating income	788,480	158,024
Net rents receivable	38,879	38,117
	827,359	196,141

Fees payable to the Company's auditors for the audit of the Company's financial statements

18,500

17,760

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 20

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Wages and salaries	784,908	781,117
Social security costs	87,395	77,165
Cost of defined contribution scheme	20,336	17,413
	892,639	875,695

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Administration	22	25

8.	Interest payable and similar expenses
		2025	2024
		£	£

	Finance leases and hire purchase contracts	13,531	20,090
		13,531	20,090

Corporation tax
Current tax on profits for the year
Total current tax	-	-

Deferred tax
Origination and reversal of timing differences	(3,002)	(691,640)
Total deferred tax	(3,002)	(691,640)


	Tax on loss	(3,002)	(691,640)

Page 21

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.Taxation (continued)

Profit/(loss) on ordinary activities before tax

659,025

(2,304,314)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	164,756	(576,079)
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,328	(10,724)
Capital allowances for year in excess of depreciation	71,513	152,319
Utilisation of tax losses	(52,118)	-
Impairment charges	90,403	400,170
Non-taxable income	(275,882)	(125,000)
Unrelieved tax losses carried forward	-	159,314
Deferred tax movement	(3,002)	(691,640)
Total tax charge for the year	(3,002)	(691,640)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

10.	Exceptional items
		2025	2024
		£	£

Impairment charges - Intangible assets	-	793,333
Impairment charges - Tangible assets	361,615	1,643,179
	361,615	2,436,512

During the year, the Company recognised an exceptional charge of £361,615 (2024 - £2,436,512) relating to the impairment of oil separation units. This charge has been recognised as an exceptional item due to its material nature and non-recurring character. The impairment charge relates to the write-down of oil separation units to their recoverable amount following a review of their operational efficiency and market conditions.

Page 22

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.	Intangible assets

		Development costs
		£
	Cost
	At 1 January 2025	850,000
	At 31 December 2025	850,000
	Amortisation
	At 1 January 2025	850,000
	At 31 December 2025	850,000
	Net book value
	At 31 December 2025	-
	At 31 December 2024	-

Page 23

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets

	Plant and machinery	Motor vehicles	Combined Heat & Power Generation Engine	Fixtures, fittings and office equipment	Capital works in progress	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2025	16,597,134	79,290	1,681,534	1,385,318	-	19,743,276
Additions	41,898	-	-	-	924,459	966,357
Disposals	-	(79,290)	-	(155,700)	-	(234,990)
At 31 December 2025	16,639,032	-	1,681,534	1,229,618	924,459	20,474,643
Depreciation
At 1 January 2025	8,142,901	66,009	1,613,994	901,864	-	10,724,768
Charge for the year on owned assets	897,533	-	67,540	121,136	-	1,086,209
Charge for the year on financed assets	-	13,281	-	-	-	13,281
Disposals	-	(79,290)	-	(68,446)	-	(147,736)
Impairment charge	361,615	-	-	-	-	361,615
At 31 December 2025	9,402,049	-	1,681,534	954,554	-	12,038,137
Net book value
At 31 December 2025	7,236,983	-	-	275,064	924,459	8,436,506
At 31 December 2024	8,454,233	13,281	67,540	483,454	-	9,018,508

A tangible item of property and equipment equivalent to the asset retirement provision has been recognised. This has been included in cost at £400,000 (2024 : £400,000) with a net book value at the year end of £198,333 (2024 : £218,333). This has been included at Note 22.

Page 24

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2025	2024
	£	£


Plant and machinery	124,625	142,935
Motor vehicles	-	13,281
Furniture, fittings and equipment	61,733	168,334
	186,358	324,550

13.	Fixed asset investments

		Investment in joint ventures
		£
	Cost or valuation
	At 1 January 2025	50
	At 31 December 2025	50

Joint venture
The following was a joint venture of the Company:
Name	Principal activity	Holding

Hemswell Power Solutions Limited

Sale of electricity

50%

The Company holds a 50% equity shareholding (and voting rights) in Hemswell Power Solutions Limited, a joint venture registered in the UK at The Control Tower, Hemswell Cliff Industrial Estate, Hemswell Cliff, Gainsborough, Lincolnshire, UK, DN21 5TJ. The investment is held at a carrying amount of £50.

14.	Stocks
		2025	2024
		£	£

Finished goods and goods for resale	280,200	287,538
	280,200	287,538

Page 25

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.

Debtors

					2025	2024
					£	£


Trade debtors	627,455	1,061,021
Amounts owed by group undertakings	4,223,299	2,531,636
Other debtors	304,971	532,798
Prepayments and accrued income	708,276	537,722
Tax recoverable	613,564	-
	6,477,565	4,663,177

Detail of amounts owed by group undertakings and related parties are included below in Note 27.

16.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	270,950	314,089
	270,950	314,089

Page 26

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	792,832	1,363,605
Amounts owed to group undertakings	6,047,603	5,735,499
Amounts owed to joint ventures	100,000	-
Other taxation and social security	21,166	17,071
Obligations under finance lease and hire purchase contracts	57,166	91,666
Other creditors	6,492	4,337
Accruals and deferred income	1,721,684	827,758
	8,746,943	8,039,936

Detail of amounts owed to group undertakings and related parties are included below in Note 27.

The Company has received loans from its parent, GVO B-1 Limited, the balance of which is £7,056,579 (2024: £7,164,677). The market rate of interest for an equivalent loan within the group was 12% per annum. The difference between the amount advanced and the fair value of the loan at initial recognition (£220,348) has been recognised as additional capital contribution. At the balance sheet date, the outstanding balance on the loan was £6,836,231 split between due within 1 year (£5,000,000) and over 1 year (£1,836,231). Repayments of up to £5,000,000 and not less than £1,000,000 can be requested by the parent entity from any individual borrower within any 12-month period upon no less than 9 months prior written notice from the parent to the borrower. The loan is unsecured and interest free.

18.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Net obligations under finance leases and hire purchase contracts	46,993	135,506
Amounts owed to group undertakings	1,836,231	1,932,747
	1,883,224	2,068,253

The Company has received loans from its parent, GVO B-1 Limited, the balance of which is £7,056,579 (2024: £7,164,677). The market rate of interest for an equivalent loan within the group was 12% per annum. The difference between the amount advanced and the fair value of the loan at initial recognition (£220,348) has been recognised as a capital contribution. At the balance sheet date, the outstanding balance on the loan was £6,836,231 split between due within 1 year (£5,000,000) and over 1 year (£1,836,231). Repayments of up to £5,000,000 and not less than £1,000,000 can be requested by the parent entity from any individual borrower within any 12-month period upon no less than 9 months prior written notice from the parent to the borrower. The loan is unsecured and interest free.

Page 27

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Within one year	57,166	91,666
Between 1-5 years	46,993	135,506
	104,159	227,172

Hire purchase contracts are secured over the assets being financed.

20.	Financial instruments
		2025	2024
		£	£

	Financial assets
	Financial assets measured at fair value through profit or loss	5,155,725	4,125,455

	Financial liabilities
	Financial liabilities measured at fair value through profit or loss	10,504,842	9,863,946

	Financial assets that are debt instruments measured at amortised cost within the company comprise trade and other debtors, amounts owed by joint ventures and related parties.
	Financial liabilities measured at amortised cost within the group comprise trade creditors, other creditors, accruals, bank overdrafts, amounts owed to group and amounts owed to joint venures.

Page 28

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.	Deferred taxation

		2025
		£

	At beginning of year	(1,026,863)
	Charged to the profit or loss	3,002
	At end of year	(1,023,861)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(1,026,863)	(1,176,648)
Tax losses carried forward	3,002	149,785
	(1,023,861)	(1,026,863)

22.	Provisions

		Decommissioning costs
		£

	At 1 January 2025	499,544
	Charged to profit or loss	12,488
	At 31 December 2025	512,032

Liabilities for decommissioning costs are recognised when the company has an obligation to dismantle and remove the Anaerobic Digestion plant equipment and to restore the land on which it is located. The amount recognised is the estimated present value of expenditure determined in accordance with local conditions and requirements. A corresponding tangible item of property and equipment equivalent to the provision is also created.

Any changes in the present value of the estimated expenditure is added to or deducted from the cost of the asset to which it relates. The adjusted depreciable amount of the asset is then depreciated prospectively over its remaining useful life. The unwinding of the discount on the decommissioning provision is included as a finance cost.

Page 29

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

9,500 (2024 - 9,500) A ordinary shares of £0.0001 each	1	1
500 (2024 - 500) B ordinary shares of £0.0001 each	-	-

	1	1

The A ordinary shares have full rights in the Company with respect to voting, dividends and distributions.

The B ordinary shares do not carry any voting rights.

24.

Reserves

Other reserves

The figure in other reserves relates to the NPV of the loan between parent entity GVO B1 Limited and Hemswell Biogas Limited and is accounted for as a capital contribution from its parent. The balance at 31 December 2025 of £220,348 will be unwound over the length of the loan, which is due for repayment in 2031.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

25.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £20,336 (2024: £17,413). Contributions totalling £3,856 (2024: £4,337) were payable to the fund at the balance sheet date and are included in creditors.

Page 30

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Not later than 1 year	170,922	237,017
Later than 1 year and not later than 5 years	541,127	568,813
Later than 5 years	1,287,500	1,421,500
	1,999,549	2,227,330

27.

Related party transactions

The Company is a member of a group headed by GVO B-1 Limited.

The Company has received loans from its parent, GVO B-1 Limited, the balance of which is £7,056,579 (2024: £7,164,677). Amounts owed to parent are unsecured, interest free and repayable from the 10th anniversary of the loan agreement date. The market rate of interest for an equivalent loan within the group was 12% per annum. The difference between the amount advanced and the fair value of the loan at initial recognition (£220,348) has been recognised as a capital contribution. At the balance sheet date, the outstanding balance on the loan was £6,836,231 split between due within 1 year (£5,000,000) and over 1 year (£1,836,231). The loan is unsecured and interest free.

Sales to the parent company totalled £nil (2024: £1,868). Purchases totalled £nil (2024: £223,858). At the year end, included in trade debtors is £32,514 (2024: £32,514), and included in trade creditors is £35,965 (2024: £185,204).

The Company had transactions with fellow subsidiary companies during the year which have all been concluded under normal market conditions. Sales totalled £1,655,007 (2024: £1,352,382). Purchases totalled £1,250,948 (2024: £483,645). The amount outstanding from fellow subsidiaries at the year end was £4,223,299 (2024: £2,499,122) and the amount owing to these subsidiaries was £1,011,638 (2024: £550,296). Amounts due between related parties and group undertakings are unsecured, interest free, and repayable on demand.

During the year, the Company had transactions with a joint venture which have all been concluded under normal market conditions. Sales totalled £1,816,563 (2024: £1,352,382). Purchases totalled £88,000 (2024: £nil). The Company had a closing trade creditor balance of £100,000 (2024: £Nil) with this joint venture.

The above balances can be seen in Notes 15, 17 & 18 respectively as amounts owed by/to group undertakings.

During the year, the Company made related party transactions and had balances outstanding with entities who had common directorships. The Company made purchases of £nil (2024: £483,645) from these entities during the year. At the year-end, the amount outstanding to these related parties were £nil (2024: £8,656).

Page 31

HEMSWELL BIOGAS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

28.	Controlling party

The parent undertaking at the balance sheet date is GVO B-1 Limited, by virtue of its majority shareholding in the company. The registered office of GVO B-1 Limited is Control Tower Hemswell Cliff Industrial Estate, Hemswell Cliff, Gainsborough, DN21 5TU.

In April 2025, Hansa Aktiengesellschaft, a Swiss company limited by shares, acquired the majority shareholding in GVO B-1 Limited. Prior to this date, Emily Von Opel was the ultimate controlling party.

At the balance sheet date, Georg Von Opel was the company's ultimate controlling party by virtue of his majority shareholding in Hansa Aktiengesellschaft via various Trust holdings.

Page 32