0 0 Merlin Renewables Limited 08125572 false 2025-04-01 2026-03-31 2026-03-31 The principal activity of the company is the generation and sale of electricity, gas and heat from renewable energy sources which is achieved through the construction and operation of an anaerobic digestion ("AD") plant on site in Hibaldstow, North Lincolnshire. Digita Accounts Production Advanced 6.30.9574.0 true false true 08125572 2025-04-01 2026-03-31 08125572 2026-03-31 08125572 bus:OrdinaryShareClass1 2026-03-31 08125572 bus:Consolidated 2026-03-31 08125572 core:RetainedEarningsAccumulatedLosses 2026-03-31 08125572 core:ShareCapital 2026-03-31 08125572 core:FinanceLeases core:Non-currentFinancialInstruments 2026-03-31 08125572 core:HirePurchaseContracts core:CurrentFinancialInstruments 2026-03-31 08125572 core:CurrentFinancialInstruments 2026-03-31 08125572 core:CurrentFinancialInstruments core:WithinOneYear 2026-03-31 08125572 core:Non-currentFinancialInstruments core:AfterOneYear 2026-03-31 08125572 core:BetweenOneFiveYears 2026-03-31 08125572 core:MoreThanFiveYears 2026-03-31 08125572 core:WithinOneYear 2026-03-31 08125572 core:ConstructionInProgressAssetsUnderConstruction 2026-03-31 08125572 core:FurnitureFittingsToolsEquipment 2026-03-31 08125572 core:LandBuildings 2026-03-31 08125572 core:OtherPropertyPlantEquipment 2026-03-31 08125572 core:DeferredTaxation 2026-03-31 08125572 core:OtherProvisionsContingentLiabilities 2026-03-31 08125572 bus:SmallEntities 2025-04-01 2026-03-31 08125572 bus:Audited 2025-04-01 2026-03-31 08125572 bus:FilletedAccounts 2025-04-01 2026-03-31 08125572 bus:SmallCompaniesRegimeForAccounts 2025-04-01 2026-03-31 08125572 bus:RegisteredOffice 2025-04-01 2026-03-31 08125572 bus:Director2 2025-04-01 2026-03-31 08125572 bus:OrdinaryShareClass1 2025-04-01 2026-03-31 08125572 bus:PrivateLimitedCompanyLtd 2025-04-01 2026-03-31 08125572 core:ComputerEquipment 2025-04-01 2026-03-31 08125572 core:ConstructionInProgressAssetsUnderConstruction 2025-04-01 2026-03-31 08125572 core:FurnitureFittingsToolsEquipment 2025-04-01 2026-03-31 08125572 core:LandBuildings 2025-04-01 2026-03-31 08125572 core:LeaseholdImprovements 2025-04-01 2026-03-31 08125572 core:Non-standardPPEClass1ComponentTotalPropertyPlantEquipment 2025-04-01 2026-03-31 08125572 core:OtherPropertyPlantEquipment 2025-04-01 2026-03-31 08125572 core:PlantMachinery 2025-04-01 2026-03-31 08125572 core:VehiclesPlantMachinery 2025-04-01 2026-03-31 08125572 core:DeferredTaxation 2025-04-01 2026-03-31 08125572 core:OtherProvisionsContingentLiabilities 2025-04-01 2026-03-31 08125572 1 2025-04-01 2026-03-31 08125572 countries:AllCountries 2025-04-01 2026-03-31 08125572 2025-03-31 08125572 core:ConstructionInProgressAssetsUnderConstruction 2025-03-31 08125572 core:FurnitureFittingsToolsEquipment 2025-03-31 08125572 core:LandBuildings 2025-03-31 08125572 core:OtherPropertyPlantEquipment 2025-03-31 08125572 core:DeferredTaxation 2025-03-31 08125572 core:OtherProvisionsContingentLiabilities 2025-03-31 08125572 2024-04-01 2025-03-31 08125572 2025-03-31 08125572 bus:OrdinaryShareClass1 2025-03-31 08125572 core:RetainedEarningsAccumulatedLosses 2025-03-31 08125572 core:ShareCapital 2025-03-31 08125572 core:FinanceLeases core:Non-currentFinancialInstruments 2025-03-31 08125572 core:HirePurchaseContracts core:CurrentFinancialInstruments 2025-03-31 08125572 core:CurrentFinancialInstruments 2025-03-31 08125572 core:CurrentFinancialInstruments core:WithinOneYear 2025-03-31 08125572 core:Non-currentFinancialInstruments core:AfterOneYear 2025-03-31 08125572 core:BetweenOneFiveYears 2025-03-31 08125572 core:MoreThanFiveYears 2025-03-31 08125572 core:WithinOneYear 2025-03-31 08125572 core:ConstructionInProgressAssetsUnderConstruction 2025-03-31 08125572 core:FurnitureFittingsToolsEquipment 2025-03-31 08125572 core:LandBuildings 2025-03-31 08125572 core:OtherPropertyPlantEquipment 2025-03-31 xbrli:pure iso4217:GBP xbrli:shares

Merlin Renewables Limited

Annual Report and Financial Statements
Year Ended 31 March 2026

Registration number: 08125572

 

Merlin Renewables Limited

Contents

Balance Sheet

1

Notes to the Financial Statements

2 to 11

 

Merlin Renewables Limited

Balance Sheet

31 March 2026

Note

2026
£

2025
£

Fixed assets

 

Tangible assets

4

5,992,048

6,366,977

Current assets

 

Stocks

5

1,699,099

2,185,619

Debtors

6

3,972,535

2,933,190

Cash at bank and in hand

 

595,431

397,626

 

6,267,065

5,516,435

Creditors: Amounts falling due within one year

7

(3,490,714)

(2,465,035)

Net current assets

 

2,776,351

3,051,400

Total assets less current liabilities

 

8,768,399

9,418,377

Creditors: Amounts falling due after more than one year

7

(840,042)

(863,635)

Provisions for liabilities

9

(1,343,996)

(1,435,539)

Net assets

 

6,584,361

7,119,203

Capital and reserves

 

Called up share capital

10

1

1

Profit and loss account

6,584,360

7,119,202

Shareholders' funds

 

6,584,361

7,119,203

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 14 August 2026 and signed on its behalf by:
 

.........................................
S Beveridge
Director

Company Registration Number: 08125572

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

1

General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
10-12 Frederick Sanger Road
Guildford
Surrey
GU2 7YD
United Kingdom

These financial statements were authorised for issue by the Board on 14 August 2026.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

The Company early adopted the amendments to FRS 102 arising from the Periodic Review 2024 during the year ended 31 March 2025. This has resulted in the Company recognising right of use assets and lease liabilities for all leases previously treated as operating leases. Right of use assets are recognised as a sub category within Tangible fixed assets.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The Company's functional and presentational currency is GBP.

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Going concern

The financial statements have been prepared on a going concern basis.

The Company has net current assets of £2,776,351 (2025 - £3,051,400). The Company's liabilities include outstanding infrastructure loans owed to a group company and related party (together “the ultimate shareholders”). At the period end, there are unsecured loans of £2,531,571 (2025 - £1,837,145) from the ultimate shareholders. These loans are repayable on demand by request of the lender.

The Directors have received confirmation through a letter of intent from the ultimate shareholders that they will not seek repayment of part or all of any loan, for at least twelve months from the date of the approval of these financial statements, where to do so would place the Company in a position where it could not continue to trade as a going concern.

The Directors of the Company have assessed the future cash flow forecasts at the balance sheet date and taken into consideration the letter of intent received from the ultimate shareholders. Based on this assessment, the Directors have concluded it is appropriate to use the going concern basis in preparing these financial statements.

Revenue recognition

Generation of gas / electricity
Revenue from the sale of gas and electricity is recognised in the period in which it is generated based on contractual terms that exist. Any amounts generated but not billed at the balance sheet date are recognised as revenue and included in debtors as accrued income.

Sale of Green Gas Certificates
As part of the company’s operations, they generate Green Gas Certificates. Revenue from the sale of Green Gas Certificates is recognised as they are generated where a contract exists with a third party to acquire. Where, at the balance sheet date, no contract exists to purchase, Green Gas Certificates are held in stock at an approximation of their cost to generate.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Assets under construction are held at cost until they are ready for use. Once ready for use, assets are transferred into the relevant category and are held at cost less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition
and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Right-of-use assets

Over the life of the lease

Leasehold improvements

Straight line over 30 years

Plant and machinery

Straight line over 20 years from plant commissioning date

Computer equipment

Straight line over 4 years

Plant and machinery - engines

Over 120,000 running hours

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Leases

The Company recognises a right of use asset and a corresponding lease liability with lease arrangements in which it is the lessee, except for short term leases (defined as leases with a term of 12 months or less) and leases of low value assets. For these leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term. Lease incentives are spread over the term of the lease.

The lease liability is presented as a separate line in current and non current liabilities. The lease liability is initially measured at the present value of all future lease payments, discounted at the rate implicit in the lease, or if this rate is not readily determined, the incremental borrowing rate of the Company. Lease payments included in the measurement of the lease liability include:

• fixed and variable lease payments, less any lease incentives;
• the amount expected to be payable by the lessee under residual value guarantees;
• the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to
terminate the lease.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest rate method) and by reducing the carrying amount by any lease payments made. The Company remeasures the lease liability and makes a corresponding adjustment to the related right of use asset whenever:

• the lease term has changed or there is a change in the assessment of exercise of a purchase option; or
• a lease contract is modified and the lease modification is not accounted for as a separate lease in which case the liability is remeasured by discounting the revised lease payments using a revised discount rate.

Right of use assets are presented within Tangible Fixed Assets on the Balance Sheet. The right of use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day of the lease and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right of use assets are depreciated over the shorter period of lease term and useful life of the underlying asset, unless a lease transfers ownership of the underlying asset or the cost of the right of use assets reflects that the Company expects to exercise a purchase option, in which case the right of use asset is depreciated over the useful life of the underlying asset. The depreciation starts at commencement of the lease.

Stocks

Stocks represent costs of energy crops for use as feedstock in biogas generation, spare parts held for
sale or use within plant and machinery on site and Green Gas Certificates. All stocks are valued at the lower of cost and net realisable value.

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

Provisions

As part of the measurement and recognition of assets and liabilities in the period, the Company has recognised a provision for decommissioning obligations associated with the anaerobic digestion plant. In determining the present value of the provision, assumptions and estimates are made in relation to the discount rates, the expected cost to dismantle and remove the plant from the site and the expected timing of these costs, and this data is compared to industry available data. The carrying amount of the provision as at 31 March 2026 was £739,162 (31 March 2025 - £706,406). The discount rate applied was 4.64%.

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Loans with group companies and related parties; and
• Cash and bank balances.

All financial instruments are classified as basic.

 Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for loans with group companies and related parties, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Loans with group companies and related parties are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.


 

Key accounting judgements and sources of estimation uncertainty

As part of the measurement and recognition of assets and liabilities in the period, the Company has recognised a provision for decommissioning obligations associated with the biogas plants. In determining the present value of the provision, assumptions and estimates are made in relation to the discount rates, the expected cost to dismantle and remove the plants from the site and the expected timing of these costs, and this data is compared to industry available data. The carrying value of such provisions and discount rates applied are included within the accounting policy for provisions.

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2025 - 0).

4

Tangible assets

Land and buildings
£

Plant and machinery
 £

Assets under construction
 £

Right of use assets
£

Total
£

Cost or valuation

At 1 April 2025

68,811

10,655,638

15,786

904,746

11,644,981

Additions

-

219,054

36,535

-

255,589

Transfers

-

7,140

(7,140)

-

-

At 31 March 2026

68,811

10,881,832

45,181

904,746

11,900,570

Depreciation

At 1 April 2025

26,865

5,205,514

-

45,625

5,278,004

Charge for the year

2,316

581,090

-

47,112

630,518

At 31 March 2026

29,181

5,786,604

-

92,737

5,908,522

Carrying amount

At 31 March 2026

39,630

5,095,228

45,181

812,009

5,992,048

At 31 March 2025

41,946

5,450,124

15,786

859,121

6,366,977

Included within the net book value of land and buildings above is £39,630 (2025 - £41,946) in respect of long leasehold land and buildings.
 

5

Stocks

2026
£

2025
£

Feedstock

1,439,002

1,853,255

Work in progress

48,952

58,207

Spare parts

107,840

115,364

Other stock

-

64,610

Green Gas Certificates

103,305

94,183

1,699,099

2,185,619

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

6

Debtors

2026
£

2025
£

Trade debtors

87,989

9,561

Amounts owed by group undertakings

589,101

323,515

Prepayments

564,956

430,056

Other debtors

790,005

299,191

Accrued income

1,940,484

1,870,867

3,972,535

2,933,190

7

Creditors

Note

2026
£

2025
£

Due within one year

 

Loans and borrowings

8

2,555,164

1,858,870

Trade creditors

 

463,520

334,088

Amounts owed to group undertakings

 

294,892

83,226

Taxation and social security

 

7,109

10,036

Accruals and deferred income

 

170,029

178,815

 

3,490,714

2,465,035

Note

2026
£

2025
£

Due after one year

 

Loans and borrowings

8

840,042

863,635

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

8

Loans and borrowings

Non-current loans and borrowings

2026
£

2025
£

Lease obligations

840,042

863,635

Current loans and borrowings

2026
£

2025
£

Lease obligations

23,593

21,725

Loans due to group companies

936,944

936,944

Loans due to related parties

900,201

900,201

Loans due to immediate parent undertaking

694,426

-

2,555,164

1,858,870

The company has a loan with another group entity. At the balance sheet the total amount due was £936,944 (including capitalised interest) (2025 - £936,944). The loan is repayable on demand by discretion of the group company, hence is shown as due within one year. The loan attracts an interest rate of 8.6%. Interest is capitalised quarterly if not paid.

The company has a loan with a related party. At the balance sheet the total amount due was £900,201 (including capitalised interest) (2025 - £900,201). The loan is repayable on demand by discretion of the related party, hence is shown as due within one year. The loan attracts an interest rate of 8.6%. Interest is capitalised quarterly if not paid.

The company has a loan with its immediate parent undertaking. At the balance sheet the total amount due was £694,426 (including capitalised interest) (2025 - £Nil). The loan is repayable on demand by discretion of the immediate parent undertaking, hence is shown as due within one year. The loan attracts an interest rate of 10%. Interest is capitalised quarterly if not paid.

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

9

Provisions for liabilities

Deferred tax
£

Decommissioning provision
£

Total
£

At 1 April 2025

729,133

706,406

1,435,539

Increase (decrease) in existing provisions

(124,299)

32,756

(91,543)

At 31 March 2026

604,834

739,162

1,343,996

Decommissioning provision
A provision is made in the accounts for the reinstatement costs for the Company to return the land to its original state after the lease ends. The expected reinstatement costs of £1,081,900 are adjusted for inflation and then discounted annually at a rate of 4.64% over the remaining lease term of 17 years.

10

Share capital

Allotted, called up and fully paid shares

2026

2025

No.

£

No.

£

Ordinary shares of £0.01 each

100

1

100

1

       

11

Lease obligations

The total of future minimum lease payments is as follows:

2026
£

2025
£

Not later than one year

97,856

97,856

Later than one year and not later than five years

391,425

391,425

Later than five years

1,197,380

1,295,125

Less finance costs to be recognised in future periods

(823,026)

(899,046)

863,635

885,360

 

Merlin Renewables Limited

Notes to the Financial Statements

Year Ended 31 March 2026

12

Related party transactions

The immediate parent undertaking is AD Holdco 1 Limited. Future Biogas Limited own a 51% controlling stake in AD Holdco 1 Limited. As such all balances due to and from companies in the wider Future Biogas Group have been designated as due to / from group undertakings, as well as those with other 100% owned subsidiaries of AD Holdco 1 Limited. Amounts owed to the remaining 49% owner have been categorised as amounts due to related parties.

The company transacts with companies in the wider Future Biogas Group in the normal course of business. During the year the company made sales of £234,396 (2025 - £Nil) and purchases of £1,726,385 (2025 - £1,523,916) with non wholly owned companies within the Future Biogas Group. At the balance sheet date the company was due £563,463 and owed £Nil to companies in the Future Biogas Group.

The company has a loan due to a company in the wider Future Biogas Group. During the year interest of £80,577 (2025 - £47,618) has been charged and the amount outstanding at the period end is £936,944 (2025 - £936,944). The loan is unsecured and repayable on demand.

The company has a loan due to the remaining 49% shareholder of AD Holdco 1 Limited. During the year interest of £77,417 (2025 - £107,591) has been charged and the amount outstanding at the period end is £900,201 (2025 - £900,201). The loan is unsecured and repayable on demand.

The Company has taken advantage of the exemption available under Section 33.1A of FRS 102 not to disclose transactions between 100% owned group undertakings.

13

Audit report

The Independent Auditors' Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report was Tom Beable (FCA), who signed for and on behalf of PKF Francis Clark on 14 August 2026.

14

Parent and ultimate parent undertaking

The company's immediate parent is AD Holdco 1 Limited, incorporated in England & Wales.

 The most senior parent entity producing publicly available consolidated financial statements is Future Biogas Holdco Limited.The smallest parent entity producing publicly available consolidated financial statements is Future Biogas Limited.

The ultimate controlling party is 3i Infrastructure plc.