The directors present the strategic report for the year ended 31 December 2025.

Bio Capital Limited operates in the UK renewable energy sector. It is a platform for ownership and operation of UK based operational Anaerobic Digestion (AD) assets. As at 31 December 2025 the company held a portfolio of seven AD assets and a logistics company which it owns and operates.

On April 23rd 2025 Equitix AD 2 CO Limited became the 100% shareholder in Bio Capital Limited following the successful acquisition of Helios 3 Bio Gas UK 1 LP interests in the company. The transaction marks the evolution of a successful partnership between two leading infrastructure and energy investors who jointly developed the business.

Each asset is held as part of the company’s investment portfolio and is recognised in accordance with the accounting policies adopted by the company. The value to the company is through fair value as part of a directly held basket of investments rather than as a media through which the company conducts its business. The assets, which are subsidiary companies in the group, are accounted for at fair value under FRS 102 and, in accordance with FRS 102 and the Companies Act, the financial statements of Bio Capital Ltd are not consolidated.

The company undertakes a management role across the group and provides centralised services including senior leadership, finance, IT, people and Health, Safety, Environment and Quality (HSEQ) to its subsidiary companies. This has allowed all companies in the group to benefit from the synergies of operating at scale.

A group wide long term strategy is fully developed which sees continued investment in the portfolio to optimise the efficiency and robustness of operations and enhance operational revenue generation through innovation in product development.

Consistently available, high quality, food waste is essential to output generated. The company managed the disruption caused by the Covid pandemic well and has continued to take advantage of its position in the market and its national reach to further develop its approach to the management of feedstock, creating a national strategy for securing feedstocks across all companies and striving to be an excellent partner for local authorities, manufacturers, retail and hospitality sectors in the management of food waste for which they are responsible.

The company has placed emphasis on the ongoing improvement in HSEQ across all companies and has received industry recognition for its initiatives in this.

The company’s operating loss for the year, (before interest, depreciation and amortisation) was £1.7m (2024: £2.6m) on turnover of £7.8m (2024: £8.1m), which the directors consider to be satisfactory. The loss before taxation in the year is £11m (2024: Profit £57.5m).

The net current assets as at 31 December 2025 are £172.8m, an increase of 10.1% on the previous year and the net assets are £67.5m, an decrease of 13.8% on the previous year.

The decrease in profit before taxation and net assets results from the movement in fair value of its investments in the year.

The company has not made any significant donations to charities in the year (2024: £nil) and did not make any donations to political parties.

Future developments

The company is positive with regards to the business outlook and continues to focus on optimising performance to maximise generation opportunity in its operating companies.

The company monitors a range of financial indicators; operating profit and loss, profit before tax and net assets. These results for the year are detailed in the business review.

The company monitors a range of subsidiary company operational KPIs, with the following overall results across group:

The accident frequency rate

The accident frequency rate (AFR) is calculated for all Bio Capital and Bio Capital 2 group companies cumulatively. The AFR shows the number of accidents sustained by all workers for every 1,000,000 hours worked. The AFR has decreased by 37% from the previous year.

Reporting of Injuries, Diseases and Dangerous Occurrences Regulations (RIDDOR)

The Company compares its injury incidence rates of reported non-fatal injuries (reported to the HSE under RIDDOR) against various industries.

There was 1 RIDDOR reportable lost time injury (in excess of 7 days) in the 12 month period. This incidence rate is lower than that reported in the waste industry, the oil and gas industry and the all industry average.

Feedstock Processed & Controlled

Total tonnages controlled for the period were 91% of budget and 1% lower than the previous year.

Biogas/biomethane generation

Biogas generated during the period was 85% of budget and 6% lower than the previous year.

Key Cost Metrics

The company monitors the cost of logistics, disposing of packaging and plastic and maintenance costs. These KPIs were in line with the budget for the period.

The company continues to focus on optimising performance to maximise generation opportunity in its operating companies. It has a capital programme in place to deliver additional gas to grid and CO2 recovery facilities in 2026. The enhancements made during the year are aligned with delivering future incremental performance.

The company and its subsidiary companies face the following risks during the normal course of operations:

Legislative risk

The company is at risk of loss of revenue and cash generation from changes in legislation which affect the renewable energy sector. In December 2022, the government introduced a levy on renewable energy companies’ revenues from exporting electricity, the Electricity Generators Levy (EGL). The company has assessed its liability to pay the levy and has included this in its budget and business plan. In 2025 the company paid £nil (2024: £nil) in EGL.

The company monitors the likelihood and impact of legislative changes through its participation in industry bodies such as Renewable Energy Association (REA) and UK Anaerobic Digestion and Bioresources Association (ABDA).

Price & availability of feedstock risk

The operating facilities of the group require a consistent supply of suitable feedstock to maintain the biology of the plant and resulting generation. Market pressures, weather, plant issues/capacity can all impact feedstock supply.

This risk is mitigated by maintaining strong relationships with a wide range of feedstock suppliers and entering into long term contractual relationships with local authorities. Market pressures faced in recent years continue to impact feedstock costs and revenues which show a strong correlation to gas and power price movements.

The future implementation of The Waste and Resources Strategy has now been confirmed by the Government and it is expected that this will have a positive impact on availability and pricing in 2026 and beyond.

Plant operating risk

Failure of key components of an operating plant may lead to reduced generation. This risk is mitigated by scheduled planned maintenance and monitoring alongside a team of experienced engineers and long term maintenance partnerships with experienced and competent maintenance providers for specialist plant.

Regulatory compliance risk

The company operates within a heavily regulated environment with failure to comply with regulations having the potential to impact operations. The companies across the group operate 1SO9001, ISO 14001 and ISO 45001 with an integrated management system.

Compliance and health and safety are a high priority of the directors and reviewed regularly by the Board. All audits during the year were successfully passed.

Credit risk

The company mitigates credit risk by obtaining external credit reports for every new customer in conjunction with regularly monitoring customer credit levels.

Interest Rate Risk

The company has long term borrowing agreements with its lenders which mitigates the risk of interest rate volatility. It also utilises UK money market funds to maximise its interest earning capability.

Energy pricing risk

The company operates in the UK energy market and as such is exposed to movements in wholesale power and gas pricing. Where appropriate, the operating companies within the group have entered into medium term power price agreements to mitigate this risk.

Liquidity risk

The company monitors and manages the cash flow requirements on a group wide basis with annual budgets and monthly rolling forecasts that are reviewed regularly by the directors. The capital requirements of the Group are met through cash reserves and shareholder loans.

Section 172(1) statement Section 172 of the Companies Act 2006 requires a director of a company to act in the way he or she considers, in good faith, would most likely promote the success of the company for the benefit of its members as a whole. In doing this, section 172 requires a director to have regard, amongst other matters, to the:

• likely consequences of any decisions in the long-term;

• interests of the company’s employees;

• need to foster the company’s business relationships with suppliers, customers and others;

• impact of the company’s operations on the community and environment;

• desirability of the company maintaining a reputation for high standards of business conduct, and

• need to act fairly as between members of the company.

DECISION MAKING

In discharging their responsibilities under section 172 the directors have regard to the factors set out above. They also have regard to other factors which are considered relevant to the decision being made. Those factors, for example, include the interests and views of shareholders, other group companies, employees and other relevant stakeholders.

By considering the company’s purpose and values together with its strategic priorities and having a process in place for decision-making, the directors aim to make sure that decisions are consistent and predictable.

Authority for day-to-day management of the company is delegated to executive directors and senior management. The Board set, approve and oversee execution of the business strategy, financial budget and related policies.

Monitoring of this is conducted through Board meetings. Board meetings are held monthly, and activities are reviewed through the consideration and discussion of information, which is sent in advance of each Board meeting and through presentations to the Board, and the consideration of the impact of the relevant decisions on stakeholders.

The Board review financial and operational performance, health and safety, and legal and regulatory compliance at each Board meeting using standard reporting formats. The Board hold a Strategy Board meeting annually to review and agree the future strategic direction of the Company and the strategic objectives to be met. In doing this it considers the needs of all its stakeholders and the impact of any change in strategy on each of the stakeholder groups, acting in full awareness of their responsibilities to promote the success of the company in accordance with section 172 of the Companies Act 2006

The management team also review other areas over the course of the financial year including key risks around stakeholder-related matters, diversity and inclusivity, environmental matters and governance, compliance and legal matters.

Employee engagement

During the year the group and company had an average of 152 employees. The Board is committed to promoting a diverse and inclusive workplace, reflective of the communities in which it does business. We approach diversity in the broadest sense, recognising that successful businesses flourish through embracing diversity into their business strategy and developing talent at every level in the organisation.

The Board and Senior Management are responsible for ensuring that the company’s purpose, vision and values are effectively communicated to employees and that the company’s activities reflect the culture we wish to instil in employees and drive appropriate behaviours.

Employee contractual terms and conditions are standardised across all companies in the group. Executive management, Commercial, SHEQ, People, Communications, Finance, IT and Administration functions are provided for the overall group by the company.

The company communicates its strategy and objectives through formal and informal meetings. Employees are actively encouraged engage in the objective setting process in team and are regularly advised on progress against the objectives.

Fostering business relationships

The company’s key stakeholders are its employees, customers, suppliers, lenders, shareholders and the local communities in which it operates. The views of and the impact of the company’s activities on those stakeholders are an important consideration for Directors when making relevant decisions.

While there may be cases where the Board judges that it should engage directly with certain stakeholder groups or on certain issues but generally stakeholder engagement best takes place at an operational level.

The stakeholder voice is considered by the Board through information provided by senior management and by direct engagement with stakeholders themselves, where appropriate.

Senior management provide feedback on matters including the priorities of customers in order to build strategic relationships with them and conferences and/or meetings with suppliers to improve our understanding of their requirements.

Executive directors and senior management specifically engage with trade associations to ensure the company has a voice in the development of the sector and to understand the impact on business operations of government policy.

The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question, so the Board seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of its decision making.

Impact of the business on the community and environment

The company makes a material contribution to the UK’s transition to Net-Zero as a renewable energy producer and operator of anaerobic digestion plants utilising more than 400,000 tonnes of food waste to produce biogas which is then upgraded into bio-methane for the production of vehicle bio-fuel or to feed into the gas grid network for electricity generation. It also produces nutrient rich bio-fertiliser as a by-product of the process.

It operates a number of vehicles in its transport fleet fuelled by bio-methane and will convert all the fleet to bio-methane as current operating leases expire.

The company also offers a salary sacrifice scheme to all employees to purchase bicycles and electric vehicles.

The company measures its impact through reporting on its carbon footprint. The report is prepared using the accounting and reporting principles set out in The Greenhouse Gas Protocol Corporate Accounting and Reporting Standard.

Corporate Governance

The Board aspires to have high standards of corporate governance.

The company is developing its own corporate governance principles, aligned to the UK Corporate Governance Code, which will be appropriate for the company and will be designed to ensure effective decision-making to promote the company’s success for the long term.

The primary aim is that the company’s governance is effective in providing challenge, advice and support to management, provides checks and balances and encourages constructive challenge, drives informed, collaborative and accountable decision-making and creates long-term sustainable value for its shareholders and the wider stakeholders.

In the absence of an express corporate governance code, the company complies with relevant law and regulations in relation to governance arrangements and has processes in place to ensure decisions are made at the appropriate level.

Overall, the directors and shareholders are satisfied with the company’s performance in 2025 and are confident that the business is well placed to deliver performance improvements in future periods as part of the agreed business plan.

Approved by the Board of Directors and signed on behalf of the Board

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

The principal activity of the company continued to be that of a holding vehicle for a portfolio of anaerobic digestion investments.

The results for the year are set out on page 12.

On 25th November 2025, the company acquired 100% of the issued share capital of Biogas Ops 2 Limited.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The company has made qualifying third party indemnity provisions for the benefit of its directors during the year.

These provisions remain in force at the reporting date.

The company manages its cash and borrowing requirements in order to maximise interest income and minimise

interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the

business.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies

which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are

monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Post reporting date events are detailed in the Strategic Report under the subheading ‘Future Developments’.

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors are responsible for preparing the annual 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 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 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 and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• 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 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.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Please refer to note 1.2 to the financial statements. The directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis in the financial statements.

We have audited the financial statements of Bio Capital Ltd (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, the statement of cash flows and notes to the financial statements, including 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 loss 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 Auditor's 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 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 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

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

Extent to which the audit was considered 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

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

Bio Capital Ltd ("the company") is a private company limited by shares incorporated in England and Wales. The registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 under the historical cost convention, modified to include the revaluation of certain balances at fair value. The principal accounting policies adopted are set out below.

The company and group are exempt from preparing consolidated financial statements as the investments are held as part of an investment portfolio and are held at fair value with the changes in fair value recognised in the statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9C(a).

As truepart of the regular budgeting and forecast review process, the directors have prepared cash flow forecasts covering a period in excess of 12 months from the approval of the financial statements and are satisfied the company will have sufficient cash to meet its obligations as they fall due during this period. The company is also a member of a group whose financial position is closely linked to the status and continued support of other group undertakings. Each of these fellow group undertakings have committed to support each other as required for the foreseeable future.

The company has long-term financing agreements in place in the form of shareholder loans and under these arrangements any unpaid interest may be deferred until the final repayment in 2048, at the company's discretion. These loans are listed as Eurobond Loan Notes on The International Stock Exchange.

Having considered the information available at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

The directors have therefore continued to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

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

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values on a straight line basis over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss .

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.

Interests in subsidiaries are initially measured at transaction price excluding transaction costs, and are subsequently measured at fair value at each reporting date. Transaction costs are expensed to profit or loss as incurred. Changes in fair value recognised in the statement of comprehensive income in compliance with Financial Reporting Standard 102 section 9.9C(a).

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, amounts owed to group undertakings and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Finance costs

Finance costs are charged to the statement of comprehensive income 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.

Related parties

The company has taken advantage of the exemption available under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' not to disclose related party transactions with wholly owned subsidiaries within the group.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

In conducting impairment reviews of investments in subsidiaries, the company is also determining whether the amounts receivable from the subsidiaries require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the subsidiaries to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts owed by group undertakings at the current year end.

Investments in companies held as part of an investment portfolio are measured at fair value, with changes in fair value recognised in the income statement in accordance with Financial Reporting Standard 102 section 9.9C(a).

In conducting impairment reviews of investments in subsidiaries, the company is also determining whether the amounts receivable from the subsidiaries require impairment or whether a provision against the amounts is required. Determining whether the amounts receivable are impaired is based on the ability of the subsidiaries to generate sufficient cash in the future to enable repayment of the debt. Where expected cash generated is lower than the amounts due to the company, an impairment loss may arise, or a provision may be required to reflect the risk that the full amount is not recovered. After reviewing the business environment and the company's expected future cash flows, management concluded that there was no impairment of amounts due from group undertakings at the current year end.

The directors conduct valuation reviews of investments in companies held as part of an investment portfolio in accordance with the relevant accounting standards. Fair value movements are recognised in the statement of comprehensive income. The directors review the underlying assets held by the investments and review the performance of the assets and the forecasts prepared to determine the fair value, using a discount rate of 9.50% to 10.50% over a specified period of time. Where external market data is available, such as a transaction or sales process, this is used to form the basis of the valuation.

Included within administrative expenses are exceptional costs in relation to the sale of 50.97% of Bio Capital Limited, the parent company's share capital during the period.

The turnover of the company is generated from its principal activity. The directors consider there to be only one geographical market, the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

Effective 1 April 2025, employee contracts were transferred from other group entities to the company. The company recharged the costs of employees operating within those entities to the respective entities at cost. Staff costs presented above are stated net of these recharges.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024: 1).

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2025 are as follows:

Registered office addresses:

On 25 November 2025, Bio Capital Limited acquired 100% of Bio Gas Ops 2 Limited for a consideration of £11,057,994 to add to the existing subsidiary investments held by Bio Capital Limited.

Amounts owed by group undertakings include £487,761 (2024: £317,542) due within one year and £1,183,822 (2024: £861,176) due after more than one year, both relating to a group-wide asset financing facility. These amounts are unsecured, bear interest at a margin of 2.75% above the Bank of England Base Rate, and are repayable in instalments, with final repayments due by 31 December 2028.

Amounts owed by group undertakings falling due after more than one year include loans that are unsecured, interest bearing at interest rates between 10.22% and 11.00% per annum and have final repayment dates for capital and all accrued, unpaid interest of January 2031 and August 2048, respectively. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid. Repayments of both unpaid interest and capital are at the discretion of the borrower, subject to the final repayment dates noted above. At the balance sheet date, the capital outstanding was £132,137,453 (2024: £130,674,119).

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions to the defined contribution pension scheme are expected to be settled wholly within 12 months of the reporting period. At the year end, contributions totaling £63,554 (2024: £28,811) were outstanding.

Bank loans relate to an asset financing facility with amounts secured against the assets of the company and the assets of the relevant subsidiary, interest bearing at a margin of 2.75% above the Bank of England Base rate and is repayable in instalments and has a final repayment date of June 2028.

Loans from related parties are unsecured, interest bearing at 11.00% per annum and have a final repayment date for capital and all accrued, unpaid interest of 2048. Interest payable is calculated on a quarterly basis and compounded quarterly, where unpaid. Repayments of both unpaid interest and capital are at the discretion of the company, subject to the final repayment date of January 2031. At the balance sheet date, the capital outstanding was £173,581,599 (2024: £160,581,598). These loans are listed as Euro Bond Loan Notes on the International Stock Exchange.

A ordinary shares carry no voting rights.

B ordinary shares grant the holders a right to vote.

Both classes of shares grant the holders the right to receive dividends and a distribution of assets on a liquidation of the company on a pro-rata basis.

Retained earnings includes all current and prior period retained profits and losses.

Refer to note 21 for details of guarantees.

The company had no other financial commitments, guarantees or contingent liabilities as at the balance sheet date (2024: None).

GECO Holdco Ltd

GECO Holdco Ltd is a non-wholly owned indirect subsidiary of the company.

As at 31 December 2025, an amount of £1,262,293 (2024: £1,262,293) was due from Geco Holdco Ltd, and is included in amounts owed by group undertakings due within one year.

Granville Ecopark Limited

Granville Ecopark Limited is a non-wholly owned indirect subsidiary of the company.

In the year to 31 December 2025, £601,306 (2024: £430,370) was received as income from Granville Ecopark Limited.

In the year to 31 December 2025, recharged staff costs of £1,077,397 (2024: £Nil) were received from Granville Ecopark Limited.

As at 31 December 2025, an amount of £2,012,187 (2024: £919) was due from Granville Ecopark Limited, and is included in amounts owed by group undertakings due within one year.

Energen Biogas Holdco Ltd

Energen Biogas Holdco Ltd is a non-wholly owned indirect subsidiary of the company.

As at 31 December 2025, an amount of £11,524 (2024: £11,524) was due from Energen Biogas Holdco Ltd, and is included in amounts owed by group undertakings due within one year.

Energen Biogas Limited

Energen Biogas Limited is a non-wholly owned indirect subsidiary of the company.

In the year to 31 December 2025, £811,614 (2024: £587,707) was received as income from Energen Biogas Limited.

In the year to 31 December 2025, recharged staff costs of £771,495 (2024: £Nil) were received from Energen Biogas Limited.

As at 31 December 2025, an amount of £Nil (2024: £99,270) was due from Energen Biogas Ltd, and is included in amounts owed by group undertakings due within one year.

As at 31 December 2025, an amount of £204,057 (2024: £Nil) was due to Energen Biogas Ltd, and is included in amounts owed to group undertakings due within one year.

Bio Capital 2 Limited

In the year to 31 December 2025, £1,009,179 (2024: £794,411) was received as income from Bio Capital 2 Limited, a related party.

Corbiere Renewables Limited

In the year to 31 December 2025, £441,238 (2024: £439,443) was received as income from Corbiere Renewables Limited, a related party.

As at 31 December 2025, an amount of £68,007 (2024: £Nil) was due to Corbiere Renewables Limited, a related party, and is included in amounts owed to related parties due within one year.

Redstow Renewables Limited

In the year to 31 December 2025, £510,515 (2024: £435,082) was received as income from Redstow Renewables Limited, a related party.

In the year to 31 December 2025, recharged staff costs of £120,909 (2024: £Nil) were received from Redstow Renewables Limited.

As at 31 December 2025, an amount of £132,736 (2024: £Nil) was due to Redstow Renewables Limited, a related party, and is included in amounts owed to related parties due within one year.

Helios 3 Biogas UK 1 LP

As at 31 December 2025, an amount of £Nil (2024: £88,506,215) was due to Helios 3 Biogas UK 1 LP, a shareholder of the company. This amount is included in amounts falling due in more than one year. An interest charge of £Nil (2024: £9,265,315) on the shareholder loan is included in the statement of comprehensive income for the year to 31 December 2025.

On 23rd April 2025, Helios 3 Biogas UK 1 LP sold their 50.97% shareholding in the company to Equitix AD Co Limited and therefore is no longer a related party of the company. As part of the sale, Helios 3 Biogas UK 1 LP novated their shareholder loan to Equitix AD Co Limited.

Equitix AD Co Limited

As at 31 December 2025, an amount of £210,450,272 (2024: £177,012,070) was due to Equitix AD 2 Co Limited, a shareholder of the company. This amount is included in amounts falling due in more than one year. An interest charge of £18,037,621 (2024: £9,265,283) on the shareholder loan is included in the statement of comprehensive, this balance is included in amounts falling due within one year income for the year to 31 December 2025.

During the year Equitix AD Co Limited acquired the remaining 50.97% shareholding in the company from Helios 3 Biogas UK LP. As part of the sale, Helios 3 Biogas UK 1 LP novated their shareholder loan to Equitix AD Co Limited.

Guarantee given

The company has given a guarantee over long-term bank loans in Bio Capital Finance Limited, and this guarantee is secured by fixed and floating charges over the undertaking and all property and assets present and future including land, shares and securities, intellectual property, monetary claims, plant and equipment, goodwill, uncalled capital, assigned contracts and assigned insurances of the company.

On 23 April 2025, Equitix AD Co Limited acquired 50.97% of the company's issued share capital. Following this transaction, from this date Equitix AD Co Limited became the sole shareholder and and the immediate parent company. The company’s ultimate controlling party became Equitix Fund VI LP (2024 - No ultimate controlling party) , a limited partnership registered in England and Wales, with its registered office at 3rd Floor (South), 200 Aldersgate Street, London, EC1A 4HD.