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Registered number: 13163487
ADAPT BIOGAS FINANCECO LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
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ADAPT BIOGAS FINANCECO LIMITED
COMPANY INFORMATION
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Patrick Wolfgang Bernd Ottersbach
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PricewaterhouseCoopers LLP
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ADAPT BIOGAS FINANCECO LIMITED
CONTENTS
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Independent Auditors' Report to the members of Adapt Biogas FinanceCo Limited
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Statement of changes in equity
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Notes to the financial statements
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ADAPT BIOGAS FINANCECO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2022
The directors present their report and the audited financial statements for the period ended 31 March 2022.
Principal activity
The principal activity of the Company is a holding company for its subsidiary company.
Statement of directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).
Under company law, 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 the financial statements, the directors are required to:
•select suitable accounting policies and then apply them consistently;
•state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements;
•make judgements and accounting estimates that are reasonable and prudent; and
•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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also 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.
Directors’ confirmations
In the case of each director in office at the date the directors’ report is approved:
•so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
•they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
The profit for the period, after taxation, amounted to £261,611.
The Directors do not recommend payment of an interim or final dividend for the year ended 31 March 2022.
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ADAPT BIOGAS FINANCECO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2022
The directors who served during the financial period up to and including the approval of the financial statements were:
Michael David Yardley (appointed 27 January 2021, resigned 14 April 2021)
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Patrick Wolfgang Bernd Ottersbach (appointed 14 April 2021)
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Jennifer Darroch (appointed 14 April 2021)
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James John Thompson (appointed 6 August 2021)
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There are no future developments planned.
Qualifying third party indemnity provisions
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A qualifying third party indemnity provision is in place for the Directors of the Company during this financial period and also at the date of approval of the financial statements. This covers liability for the actions of Directors and officers of the Company and associated costs, including legal costs.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditors, PricewaterhouseCoopers LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
Going Concern
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements. In considering the going concern status of the group the directors have considered the following:
The Directors of the Company have prepared the financial statements on a going concern basis with an excess of current assets over current liabilities at 31 March 2022 of £14,001,554. While the Company’s profit before tax for the financial year ended 31 March 2022 was £259,799, the Company’s base case forecasts and projections for the 12 months post signing, taking account of reasonably possible changes in its operation performance, show that the Company should be able to operate within the level of its current assets. The Company’s current base case forecasts and projections assume that the subsidiary company will commence trading in the second half of the financial year ending 31 March 2022, generating positive returns. By no later than 30 September 2023, the plant is expected to be fully commissioned and operating at its maximum operational capacity.
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ADAPT BIOGAS FINANCECO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2022
This report was approved by the board on 25 January 2023 and signed on its behalf.
Jennifer Darroch
Director
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ADAPT BIOGAS FINANCECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADAPT BIOGAS FINANCECO LIMITED
Independent auditors’ report to the members of Adapt Biogas Financeco Limited
Report on the audit of the financial statements
Opinion
In our opinion, Adapt Biogas Financeco Limited’s financial statements:
∙give a true and fair view of the state of the company’s affairs as at 31 March 2022 and of its profit for the period from 27 January 2021 to 31 March 2022;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Directors' report and financial statements (the “Annual Report”), which comprise: the balance sheet as at 31 March 2022; the profit and loss account and the statement of changes in equity for the period then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements
Conclusions relating to going concern
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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures
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ADAPT BIOGAS FINANCECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADAPT BIOGAS FINANCECO LIMITED
to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' report for the period ended 31 March 2022 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Directors' report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the statement of directors' responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate accounting entries to manipulate financial results and management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙Making enquiries with management and those charged with governance, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
∙Evaluation of management's controls designed to prevent and detect irregularities;
∙Identifying and testing journal entries meeting specified criteria considered to be unusual or indicative of potential fraud;
∙Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;
∙Reviewing meeting minutes, including the Board of Directors to identify any non-compliance; and
∙Reviewing correspondence with HMRC to identify any instances of non-compliance.
There are inherent limitations in the audit procedures described above. We are 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. Also, 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 concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
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ADAPT BIOGAS FINANCECO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ADAPT BIOGAS FINANCECO LIMITED
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
∙we have not obtained all the information and explanations we require for our audit; or
∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility
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Entitlement to exemptions
Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: take advantage of the small companies exemption in preparing the Directors' report; and take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility.
John Dashwood (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Cambridge
27 January 2023
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ADAPT BIOGAS FINANCECO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 MARCH 2022
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Period from 27 January 2021 to 31 March 2022
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial period
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Other comprehensive income for the period
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Total comprehensive income for the period
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The notes on pages 10 to 20 form part of these financial statements.
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There was no other comprehensive income for 2022.
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ADAPT BIOGAS FINANCECO LIMITED
REGISTERED NUMBER: 13163487
BALANCE SHEET
AS AT 31 MARCH 2022
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Debtors: amounts falling due after more than one year
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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 Company's financial statements have been prepared in accordance with the 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 on 25 January 2023.
The notes on pages 10 to 20 form part of these financial statements.
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ADAPT BIOGAS FINANCECO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2022
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Comprehensive income for the period
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Total comprehensive expense for the period
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Shares issued during the period
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Total transactions with owners
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The notes on pages 10 to 20 form part of these financial statements.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
Adapt Biogas FinanceCo Limited is a private company limited by shares, incorporated on 27 January 2021 and registered in England and Wales.
The Company's registered office is:
Ropemaker Place,
28 Ropemak Street, London,
United Kingdom,
EC2Y 9HD
The principal activity of the Company is a holding company for its subsidiary company.
The financial statements are presented in Sterling (£) and rounded to the nearest pound.
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 and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47,
11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27,
12.29(a), 12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Adapt Biogas Limited as at 31 March 2022 and these financial statements may be obtained from 28 Ropemaker Street, London, United Kingdom, EC2Y 9HD.
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Exemption from preparing consolidated financial statements
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The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of an EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
2.Accounting policies (continued)
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its financial statements. In considering the going concern status of the group the directors have considered the following:
The Directors of the Company have prepared the financial statements on a going concern basis with an excess of current assets over current liabilities at 31 March 2022 of £14,001,554. While the Company’s profit before tax for the financial year ended 31 March 2022 was £259,799, the Company’s base case forecasts and projections for the 12 months post signing, taking account of reasonably possible changes in its operation performance, show that the Company should be able to operate within the level of its current assets. The Company’s current base case forecasts and projections assume that the subsidiary company will commence trading in the second half of the financial year ending 31 March 2022, generating positive returns. By no later than 30 September 2023, the plant is expected to be fully commissioned and operating at its maximum operational capacity.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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Current and deferred taxation
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The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
At each balance sheet date non-financial assets not carried at fair value are assessed to determine whether there is an indication that the asset (or asset’s cash generating unit) may be impaired. If there is such an indication the recoverable amount of the asset (or asset’s cash generating unit) is compared to the carrying amount of the asset (or asset’s cash generating unit).
The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset’s (or asset’s cash generating unit’s) continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk- free rate and the risks inherent in the asset.
If the recoverable amount of the asset (or asset’s cash generating unit) is estimated to be lower than the carrying amount, the carrying amount is reduced to its recoverable amount. An impairment loss is recognised in the profit and loss account, unless the asset has been revalued when the amount is recognised in other comprehensive income to the extent of any previously recognised revaluation. Thereafter any excess is recognised in profit or loss.
If an impairment loss is subsequently reversed, the carrying amount of the asset (or asset’s cash generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the revised carrying amount does not exceed the carrying amount that would have been determined (net of depreciation or amortisation) had no impairment loss been recognised in prior periods. A reversal of an impairment loss is recognised in the profit and loss account.
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.
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.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
2.Accounting policies (continued)
The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.
i. Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
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.
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 when (a) the contractual rights to the cash flows from the asset expire or are settled or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
ii. Financial liabilities
Basic financial liabilities, including trade and other payables and loans from fellow group companies, 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 receipts discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. Accounts 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
2.Accounting policies (continued)
iii. Offsetting
Financial assets and liabilities are offset and 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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
a. Critical Judgements in applying the entity’s accounting policies
Impairment of investment
The investment held in Evercreech BidCo Limited has incurred no impairments as future revenues from its subsidiary’s anaerobic digestion plant activities are in line with acquisition predictions. The anaerobic digestion plant is due to commence trading in the second half of the financial year, generating positive returns. By no later than the second quarter in the financial year ending 31st March 2024, the plant is expected to be fully commissioned. Construction of the plant has been in line with plan to date, with no major delays or cost overruns. Business forecasts are aligned with project expectations.
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Fees payable to the Company's auditors and its associates for the audit of the Company's annual financial statements
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
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The Company has no employees other than the directors, who did not receive any remuneration.
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The Directors did not receive any emoluments for their services as Directors of Tornado Acquisitions Bidco Limited and it is not possible to make an accurate apportionment of the Directors' emoluments received from other group companies in respect of their services to Tornado Acquisitions Bidco Limited. Accordingly, these financial statements include no emoluments for its Directors.
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Interest receivable and similar income
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Period from 27 January 2021 to 31 March 2022
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Interest receivable from group companies
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Interest receivable from group companies is charged at a rate of LIBOR/SONIA + 4% per annum.
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Interest payable and similar expenses
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Period from 27 January 2021 to 31 March 2022
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Loans from group undertakings
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Interest payable from group companies is charged at a rate of LIBOR/SONIA + 4% per annum.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
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Period from 27 January 2021 to 31 March 2022
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Origination and reversal of timing differences
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Taxation on loss on ordinary activities
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Factors affecting tax charge for the period
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The tax assessed for the period is the same as the standard rate of corporation tax in the UK of 19% as set out below:
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Period from 27 January 2021 to 31 March 2022
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19%
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Remeasurement of deferred tax for changes in tax rates
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Total tax charge for the period
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
9.Taxation (continued)
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Factors that may affect future tax charges
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The company has unrelieved tax losses carried forward that may affect future tax charges. Changes to the UK corporation tax rates were substantively enacted as part of Finance Act 2021 (published on 24 May 2021, with royal assent received on 10 June 2021). This confirmed an increase to the corporation tax rate to 25% with effect from 1 April 2023. Deferred taxes at the Balance Sheet date have been calculated based on the corporation tax rate of 25% that is enacted at the reporting date.
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Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HB
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Evercreech Renewable Energy Limited
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Ropemaker Place, 28 Ropemaker Street, London EC2Y 9HB
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Debtors: amounts falling due after more than one year
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Due after more than one year
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Amounts owed by group undertakings
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Amounts falling due after more than one year
As at 31 March 2022 £14,006,992 of amounts owed by group undertakings is secured, interest bearing at LIBOR/SONIA as appropriate +4% per annum repayable in 2026.
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
11.Debtors: amounts falling due after more than one year (continued)
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Amounts falling due within one year
As at 31 March 2022 £7,250 of amounts owed to group undertakings is secured, interest bearing at LIBOR/SONIA as appropriate +4% per annum repayable in 2026.
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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Amounts falling due after more than one year
As at 31 March 2022 £13,740,028 of amounts owed to group undertakings is secured, interest bearing at LIBOR/SONIA as approriate +4% per annum repayable in 2026.
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Charged to profit or loss
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At the end of period 31 March 2022
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ADAPT BIOGAS FINANCECO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2022
14.Deferred taxation (continued)
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The deferred tax asset is made up as follows:
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Origination and reversal of timing differences
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Allotted, called up and fully paid
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7,179,811 Ordinary shares of £1 each
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Ordinary shares are classified as equity. Incremental costs attributable to the issue of new ordinary shares or options are known as an equity reduction, net of tax, from the proceeds.
Profit and loss account
The profit and loss account represents the accumulated profits, losses and distributions of the Company.
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Related party transactions
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There are no further related party transactions to disclose other than those in notes 12 and 13.
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As at the date of signing these financial statements, the Company is controlled by its immediate parent undertaking Adapt Biogas HoldCo Limited, a company registered in England and Wales. The ultimate parent undertaking is Macquarie European Investments Limited, a company registered in Australia.
The smallest Group in which the results of the Company are consolidated is Adapt Biogas FinanceCo Limited. Copies of the consolidated financial statements can be obtained from 28 Ropemaker Street, London, United Kingdom, EC2Y 9HD.
The largest group in which the results of the Company are consolidated is Macquarie European Investments Limited, copies of the consolidated financial statements can be obtained from the Company Secretary, Level 6, 50 Martin Place, Sydney, New South Wales, 2000, Australia.
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