Future Biogas Holdco Limited

Contents

Future Biogas Holdco Limited

Company Information

Future Biogas Holdco Limited

Strategic Report

Year Ended 31 March 2026

The directors (the “Directors”) present their annual report and the audited financial statements for Future Biogas Holdco Limited and its subsidiaries (the “Group”) for the year ended 31 March 2026.

Principal activities and strategy

The Group develops, owns, operates and manages anaerobic digestion ("AD") facilities across the United Kingdom. The Group's strategy is to accelerate the decarbonisation of UK farming and industry through the production of renewable biomethane, renewable electricity, biofertiliser and carbon removal solutions.

The Group combines long-term ownership of AD infrastructure with operational expertise, enabling it to develop, construct, optimise and operate biomethane facilities that support the UK's decarbonisation pathway.

During the year the Group continued to expand its portfolio of owned/controlled and operated assets and strengthen its position as one of the leading biomethane producers in the UK.

Business review

Operational developments

The Group continued to expand both its owned/controlled and managed asset portfolio during the year,with sites where the Group holds a majority shareholding increasing from 9 to 10. The Group now delivers over 7,000 cubic metres per hour of green gas to the grid, or 700 GWh per annum, with 93% of this from owned/controlled assets.

On 20 February 2026, the Group acquired 100% of the share capital of Burton Agnes Renewables Limited, which owns an AD facility in Burton Agnes. Prior to acquisition, Burton Agnes Renewables Limited had been operated by Future Biogas Limited under a long-term management arrangement. Bringing the asset into Group ownership strengthens the Group's integrated ownership and operational model and provides further opportunities for optimisation and long-term value creation.

During December 2025, the Board approved the retrofit of carbon capture and storage ("CCS") technology at the Group's Egmere, Grange and Merlin controlled facilities. The project represents a significant milestone in the Group's carbon removal strategy and forms part of Project Carbon Harvest. Once operational, the facilities are expected to capture approximately 21,000 tonnes of biogenic carbon dioxide annually while also improving biomethane yields through enhanced methane recovery. The project demonstrates the Group's commitment to developing negative emissions solutions alongside renewable energy production.

During the year, planning permission was secured for new biomethane developments at Riccall Renewables Limited and Beckby Biogas Limited. These projects strengthen the Group's future development pipeline and support its strategy of expanding biomethane production capacity across the UK.

The Group also continued commissioning, optimisation and performance improvement activities across its portfolio, supporting increased renewable gas production and enhanced operational efficiency.

The Board remains focused on developing new unsubsidised biomethane projects and advancing carbon removal opportunities through the deployment of carbon capture technologies across suitable assets.

Future Biogas Holdco Limited

Strategic Report

Year Ended 31 March 2026

Financial performance

Group turnover for the year was £97.2 million (2025: £55.4 million), reflecting a full year of the increase in owned/controlled assets during 2025.

Gross profit increased to £50.6 million (2025: £22.0 million).

EBITDA pre exceptional items (defined as Operating profit before exceptional items, depreciation and amortisation of intangibles) was £27.7 million (2025: £12.8 million).

The Group reported loss after taxation of £10.3 million (2025: loss of £15.7 million). This result is after accounting for interest on shareholder and related party loans of £15.3m together with interest on bank loans of £3.9m.

At 31 March 2026 the Group held cash balances of £26.4 million (2025: £30.1 million).

Principal risks and uncertainties

The Directors recognise the need to identify the key risks and uncertainties the Group faces. These risks and uncertainties could affect the delivery of its strategic objectives. These risks relate to events and depend on circumstances that may or may not occur in the future. The principal risks of the Group are laid out below in no particular order.

1) Exposure to commodity markets
20% of the Group’s revenue relates to gas export. The wholesale price of natural gas in the UK has been particularly volatile in recent years. Although prices have risen in recent months as a result of geopolitical tensions, including conflict in the Middle East, the market remains subject to bearish pressures such as plentiful LNG supply and weaker demand during milder winters, which could move prices lower again quickly. A significant fall in the wholesale gas price could adversely affect the Group’s revenues. The Group mitigates this through individual plant hedging tailored to historical performance, an automated monthly trading corridor, trading of the most liquid seasons and daily monitoring of price against hedged positions.

2) Climate and meteorological conditions
Weather is an important factor in the growing conditions for the Group's main feedstocks, maize and rye. Adverse weather conditions can result in reduced harvest yields (impacting availability of feedstocks for the coming year, potentially leading to the requirement to source additional feedstocks from external parties) and increased feedstock costs (impacting profitability). The Group mitigates these risks through a well-diversified and long-established feedstock supply chain, and careful stock management, including redistribution of stock across the portfolio as deemed necessary.

3) Health, safety & environment
As an operator of industrial facilities, the Group is exposed to the risk of a safety incident leading to injury, enforcement action and/or reputational damage. This is managed through experienced health and safety and operational teams, robust training, an effective safety culture encompassing hazard identification and near-miss reporting, engineered and procedural controls responding to specific risk assessments, and health and safety leadership walkrounds. The Group is implementing annual reviews of site-specific risks, quarterly reporting of health and safety trends and an annual health and safety plan.

Future Biogas Holdco Limited

Strategic Report

Year Ended 31 March 2026

4) Downtime
The Group sources some equipment and spare parts from the European Union and can experience long lead times on such orders. In the event of downtime on the AD plants, these long lead times can lead to a significant loss of revenue. The Group has worked to mitigate this risk by maintaining a significant investment in spare parts.

5) GHG emission intensity
Regulatory thresholds for greenhouse gas ("GHG") savings have tightened, with the minimum saving rising from 60% to 80% under the Renewable Energy Directive, the Emissions Trading Scheme and the requirements of voluntary corporate buyers. Achieving lower emission intensity is increasingly important for new and expanding projects outside the legacy Renewable Heat Incentive regime, and requires control of methane loss, the use of closed digestate lagoons and a clear plan to reduce agricultural emissions. The Group proactively monitors and reports emission intensities, conducts scenario analysis, tracks developments in the Emissions Trading Scheme and Renewable Energy Directive, and integrates emission intensity analysis into its sustainability reporting. Marginal abatement cost curves are being developed to prioritise mitigation measures and an emission reduction target is being implemented.

SECTION 172(1) STATEMENT

The directors have acted in a way they consider, in good faith, most likely to promote the success of the Company for the benefit of its members as a whole, having regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006.

The Board recognises that long-term sustainable success depends upon maintaining strong relationships with a broad range of stakeholders and considering the wider impact of decisions on employees, customers, suppliers, local communities and the environment.

Governance and decision making

The Board receives regular reports from management covering financial performance, operational performance, health and safety, environmental matters, employee engagement and strategic development activities.

Stakeholder considerations form part of the Board's decision-making process when evaluating significant investments, acquisitions, financing arrangements and major operational initiatives.

Employees

The Group's employees are fundamental to the successful delivery of its strategy.

The Board seeks to attract, retain and develop talented employees through competitive remuneration, training and development opportunities, employee engagement initiatives and a strong safety culture.

During the year the Board considered matters relating to workforce growth, employee wellbeing, recruitment, retention and organisational capability as the Group continued to expand.

Future Biogas Holdco Limited

Strategic Report

Year Ended 31 March 2026

Customers and strategic partners

The Group maintains long-term relationships with customers, landowners, offtakers and strategic partners.

The Board recognises that the Group's future success depends on providing reliable renewable energy solutions and maintaining a reputation for operational excellence.

Regular engagement takes place with customers and partners to understand evolving requirements and identify opportunities for collaboration.

Suppliers and farming partners

The Group relies on long-standing relationships with suppliers, contractors and farming businesses.

The Board recognises the importance of fair treatment of suppliers and maintaining resilient supply chains.

Key supplier relationships are managed through regular engagement, performance reviews and long-term contractual arrangements where appropriate.

Communities and the environment

The Group's purpose is closely aligned with environmental sustainability through the production of renewable energy and support for decarbonisation.

The Board considers the environmental and community impacts of its activities when evaluating new developments and operational changes.

Engagement with local communities, regulators and other stakeholders forms an important part of the Group's development and operational processes.

Principal decisions during the year

Approval of carbon capture projects at Egmere, Grange and Merlin

A principal decision taken during the year was the approval in December 2025 of the investment to retrofit carbon capture and storage technology at the Group's controlled Egmere, Grange and Merlin facilities.

In reaching its decision, the Board considered:

• the strategic importance of carbon capture to the Group's long-term growth strategy and Project Carbon Harvest;
• the expected capture of approximately 21,000 tonnes of biogenic carbon dioxide annually;
• the opportunity to increase biomethane production through improved methane recovery;
• capital expenditure requirements and expected investment returns;
• operational impacts during construction and commissioning;
• implications for employees, customers, suppliers and local stakeholders;
• environmental benefits and contribution to UK decarbonisation objectives; and
• regulatory and permitting considerations.

The Board concluded that the investment would strengthen the Group's position as a leader in renewable gas and carbon removal solutions while supporting long-term sustainable growth and value creation for shareholders.

Future Biogas Holdco Limited

Strategic Report

Year Ended 31 March 2026

Acquisition of Burton Agnes AD Plant

A principal decision taken during the year was the acquisition of the Burton Agnes AD facility in February 2026.

In evaluating the transaction, the Board considered:

• the long-term strategic benefits of increasing owned biomethane production capacity;
• the impact on employees and operational teams;
• continuity of service for customers and counterparties;
• opportunities to enhance plant performance and operational efficiency;
• environmental benefits arising from increased renewable gas production; and
• the expected long-term financial returns for shareholders.

The Board concluded that the acquisition would strengthen the Group's position as a leading biomethane producer while supporting the delivery of its long-term growth strategy.

Investment in future growth

The Group's strategy remains focused on:

• increasing renewable biomethane production through ownership and operation of AD facilities;
• developing new biomethane sites, as well as progressing development projects including Riccall and Beckby following the grant of planning permission during the year;
• deploying carbon capture and negative emissions technology across its existing asset base, as well as new plants; and
• selectively acquiring and optimising strategic assets where they support the Group's long-term growth objectives.

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

Future Biogas Holdco Limited

Directors' Report

Year Ended 31 March 2026

The directors present their report and the for the year ended 31 March 2026.

Directors of the group

The directors who held office during the year were as follows:

Mr S Beveridge

Mr A D Cocker

Mr R B Lewis

Mr P H Lukas

Mr C Papamantellos (ceased 17 June 2025)

Mr T D Short

Mr Y S Virdee (ceased 20 May 2025)

Mr N K Mistry (appointed 21 May 2025)

Mr R MacIntyre (appointed 17 June 2025)

Information included in the Strategic Report

In accordance with Section 414C(11) of the Companies Act 2006, the Directors have chosen to include certain disclosures in the Strategic Report that would otherwise be required in the Directors' Report.

These include:
• Information on the Company's engagement with employees and stakeholders.

The Directors believe that including this information in the Strategic Report provides a more cohesive and comprehensive overview of the Company's strategy, performance and impact.

Future developments

The Group’s strategy is to build and operate the next generation of AD plants delivering unsubsidised biomethane while helping to decarbonize UK farming and industry. The key areas of strategic focus for the Company are to:
• deliver sustainable unsubsidised biomethane and negative carbon offsets;
• develop its own green gas production capacity by building new unsubsidised plants;
• deploy negative emissions technology to existing AD plants;
• expand its current portfolio of managed assets.

Future Biogas Holdco Limited

Directors' Report

Year Ended 31 March 2026

Going concern

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

The Group has net current liabilities of £80,976,630 (2025 - £76,340,023). The Group's net current liability position is a result of the outstanding loans owed to shareholders and other related parties (together “the ultimate shareholders”). At the period end, there are unsecured loans of £154,353,121 (2025 - £144,301,192) 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 Group in a position where it could not continue to trade as a going concern.

The Directors have prepared financial forecasts comprising profit & loss, balance sheet and cashflows covering the period up to 31 March 2028 for the Group. These forecasts have been stress tested based on plausible downside scenarios. These scenarios showed the Group would not require additional facilities, above those already in place, and would still meet bank set covenants. Based on these forecasts as well as the reassurances received from the ultimate shareholders that loans will not be called in, unless there are sufficient funds to do so, the Directors have concluded it is appropriate to use the going concern basis in preparing these financial statements.

STREAMLINED ENERGY AND CARBON REPORTING (SECR)

Energy and carbon reporting

The Group is committed to supporting the UK's transition to a low-carbon economy through the production of renewable energy and implementation of sustainable business practices.

Methodology

The disclosures below have been prepared in accordance with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

The reported emissions have been calculated using the UK Government's Environmental Reporting Guidelines and the 2025 UK Government (DESNZ) greenhouse gas conversion factors for company reporting, applied on an IPCC AR5 GWP-100 basis. The disclosures cover Scope 1 and Scope 2 emissions; Scope 3 emissions are not reported.

Future Biogas Holdco Limited

Directors' Report

Year Ended 31 March 2026

UK energy use and greenhouse gas emissions

Intensity ratio

Energy efficiency actions

During the year the Group continued to pursue initiatives to improve energy efficiency and reduce greenhouse gas emissions, including:
• approvial of the retrofit of carbon capture technology at Egmere, Grange and Merlin;
• continuing optimisation of biomethane upgrading systems to improve methane recovery rates;
• investing in plant efficiency improvements across its operating portfolio;
• progressing development of new unsubsidised biomethane facilities; and
• continuing to assess opportunities to reduce emissions associated with operations and transport activities.

Reporting boundary

These disclosures cover Future Biogas Limited as a standalone entity, prepared using the operational control approach. The Group's other trading companies fall below the thresholds requiring disclosure under SECR and are therefore not included; the Group nonetheless intends to publish their emissions voluntarily on its website later in the year in the interests of greater transparency.

Disclosure of information to the auditor

Future Biogas Holdco Limited

Directors' Report

Year Ended 31 March 2026

Reappointment of auditors

The auditors PKF Francis Clark are deemed to be reappointed under section 487(2) of the Companies Act 2006.

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

Future Biogas Holdco Limited

Statement of Directors' Responsibilities

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Future Biogas Holdco Limited

Independent Auditor's Report to the Members of Future Biogas Holdco Limited

Opinion

We have audited the financial statements of Future Biogas Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Future Biogas Holdco Limited

Independent Auditor's Report to the Members of Future Biogas Holdco Limited

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

Future Biogas Holdco Limited

Independent Auditor's Report to the Members of Future Biogas Holdco Limited

Auditor’s 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 auditor’s 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.

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.

As part of our audit planning, we gained an understanding of the group and the industry in which the group operates as part of this assessment to identify the key laws and regulations affecting the group. The key regulations we identified were health and safety regulations, the General Data Protection Regulation (“GDPR”) and RHI sustainability criteria. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and relevant tax legislation.

We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. We also identified the individuals who have responsibility for ensuring that the group complies with laws and regulations and deals with reporting any issues if they arise. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group’s ability to continue trading and the risk of material misstatement to the accounts.

We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. The key incentive identified is to meet the targets set by the group and we determined that the principal risks were related to the overstatement of result, either through overstating revenue, understating expenditure or management bias in accounting estimates.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements. As part of these enquiries we also discussed with management whether there have been any known instances of fraud.
• Discussed with the health and safety officer the policies and procedures in place in relation to health and safety. We reviewed the policies, health and safety risks assessments carried out and board meeting minutes maintained by the group.
• Discussed if any incidents have been reported during the year under The Reporting of Injuries, Diseases and Dangerous Occurrences Regulations 2013 (“RIDDOR”).
• Reviewed the GDPR policy and made enquiries to management as to the occurrence and outcome of any reportable breaches.
• Reviewed third party prepared reports in respect of RHI sustainability criteria compliance.
• Audited the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.
• Reviewed estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates.

Future Biogas Holdco Limited

Independent Auditor's Report to the Members of Future Biogas Holdco Limited

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 auditor’s 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.

......................................
Tom Beable (FCA) (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Centenary House
Peninsula Park
Rydon Lane
Exeter
Devon
EX2 7XE

14 August 2026

Future Biogas Holdco Limited

Consolidated Profit and Loss Account

Year Ended 31 March 2026

The group has no recognised gains or losses for the year other than the results above.

Future Biogas Holdco Limited

Consolidated Balance Sheet

31 March 2026

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

Company Registration Number: 14624714

Future Biogas Holdco Limited

Balance Sheet

31 March 2026

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial year of £1,355 (2025 - loss of £34,611).

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

Company Registration Number: 14624714