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Registered number: 12190958
GCP GEOTHERMAL FUNDING 1 LIMITED
AUDITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2025
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GCP GEOTHERMAL FUNDING 1 LIMITED
COMPANY INFORMATION
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Ms L C Woodhead (appointed 31 December 2025)
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Ms A L Bath (resigned 31 December 2025)
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Chartered Accountants & Statutory Auditors
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GCP GEOTHERMAL FUNDING 1 LIMITED
CONTENTS
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GCP GEOTHERMAL FUNDING 1 LIMITED
REGISTERED NUMBER: 12190958
BALANCE SHEET
AS AT 31 MARCH 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 2 to 8 form part of these financial statements.
Page 1
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GCP GEOTHERMAL FUNDING 1 LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2025
GCP Geothermal Funding 1 Limited is a private company, limited by shares and incorporated in England and Wales, registration number 12190958. The registered office is 24 Savile Row, London, W1S 2ES.
2.Accounting policies
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Basis of preparation of financial statements
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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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
These financial statements are presented in sterling, which is the functional currency of the Company and rounded to the nearest £'000.
The following principal accounting policies have been applied:
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Compliance with accounting standards
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The financial statements have been prepared using FRS102 The Financial Reporting Standard applicable in the UK and the Republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from that standard.
The Company has been loss making in the year and is in a net liability position at the year end date.
The Company has issued loan notes which have been subscribed to by GCP Infrastructure Investments Limited (“the Fund”), a listed Jersey based fund. The Company has used the proceeds from the loan note issue to provide loan financing to a borrower which is developing a Geothermal plant. The plant generates renewable heat which is supplied to the Eden Project.
When the loan financing was initially advanced, the business plan was to drill two wells to provide hot water for both local heating and electricity generation. However, due to various drilling challenges, only one well was completed. Furthermore, the temperature and flow rate of the water extracted was lower than expected. As a result, the project has been unable to generate sufficient heat which has resulted in insufficient revenue to cover operational costs and service the loans advanced by the Company. The Company has in turn, therefore, been unable to service its borrowings.
During the year, the Company agreed to convert £9.5m of loans receivable to equity.
The Company has received a letter of support from the Fund confirming it will not demand repayment of the outstanding loans to the detriment of the Company.
On this basis, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Page 2
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GCP GEOTHERMAL FUNDING 1 LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.
Turnover comprises interest receivable from the provision of loan financing. Interest receivable is recognised over the loan period using the effective interest method, which takes into account related fees and transaction costs.
Interest payable is recognised using the effective interest method, which takes into account related fees and transaction costs. Interest payable is included within cost of sales as it is directly attributable to the interest receivable included in revenue.
Tax is recognised in the Statement of income and retained earnings, 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 or generates.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Page 3
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GCP GEOTHERMAL FUNDING 1 LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 4
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GCP GEOTHERMAL FUNDING 1 LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
Management do not consider the Company to have any key sources of estimation uncertainty nor any significant judgements or assumptions in preparing these financial statements.
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The Company has no employees other than the Directors, who did not receive any remuneration (2024 - £NIL).
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Investments in subsidiary companies
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During the year, the Company acquired 9,500,000 C shares issued by Eden Geothermal Limited. The shares were acquired via a debt-to-equity swap.
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Page 5
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GCP GEOTHERMAL FUNDING 1 LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2025
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Amounts owed by group undertakings
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Amounts owed by group undertakings
Amounts owed by group undertakings are interest free and repayable on demand.
Other loans
During the year, the borrower repaid £9.5m of loan principal via the issuance of 9,500,000 C shares which the Company subscribed to at a premium. Refer to note 5. £212,000 of loan principal was written-off on the conversion date.
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Creditors: Amounts falling due within one year
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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External loans comprise interest bearing loan notes which are accounted for at amortised cost and are repayable by instalments.
The loan notes are secured by a debenture over all assets of the Company, present and future.
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The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
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Page 6
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GCP GEOTHERMAL FUNDING 1 LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2025
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Allotted, called up and fully paid
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1 (2024 - 1) Ordinary share of £1.00
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Profit and loss account
The profit and loss account represents cumulative profits and losses net of all adjustments.
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Related party transactions
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The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A, from disclosing related party transactions with other group companies, on the grounds that the Company is wholly owned within the Group.
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The Company has provided a guarantee in respect of the funds received by the Company’s subsidiary, Eden Geothermal Limited, under a grant funding agreement with the European Regional Development Fund. This guarantee is in respect of any future clawback liabilities under the funding agreement. The Company has itself been indemnified by Eden Geothermal Limited in respect of any losses or costs incurred as a result of providing this guarantee.
During the year, the Company was acquired by Gravis Geothermal Holdings 1 Limited.
The Company's immediate parent company is Gravis Geothermal Holdings 1 Limited, a company incorporated in England and Wales.
The Directors do not consider there to be an ultimate controlling party.
Page 7
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GCP GEOTHERMAL FUNDING 1 LIMITED
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED 31 MARCH 2025
The auditors' report on the financial statements for the year ended 31 March 2025 was qualified.
The qualification in the audit report was as follows:
Basis for qualified opinion
The Company's subsidiary, Eden Geothermal Limited, is engaged in the development of a Geothermal plant. To date, the project has encountered significant technical difficulties and requires further investment to become cash generative. As a result, there is significant uncertainty as to the level of cashflows the subsidiary will generate over life and in turn, distribute to the Company.
These difficulties has meant that management is not able to quantify the value of any potential impairment and the audit evidence to substantiate the carrying value fixed asset investments of £9,500,000 (2024 - £Nil), amounts owed by group undertakings of £225,000 (used by the borrower to acquire shares in Eden Geothermal Limited) and other loans of £Nil (2024 - £9,493,000) is limited.
Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which sets out the position of the Company with respect to going concern. As set out in the basis for qualified opinion section of our report, the Company has acquired shares issued by Eden Geothermal Limited which is developing a Geothermal plant. The plant has encountered technical and operational challenges which has prevented Eden Geothermal Limited from making distributions to the Company. This has in turn impacted the ability of the Company to service its third party borrowings. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The audit report was signed on 4 September 2026 by Mark Nelligan FCA (Senior Statutory Auditor) on behalf of Wellden Turnbull Limited.
Page 8
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