BIO_CAPITAL_FINANCE_LIMIT - Accounts

The directors present the strategic report for the year ended 31 December 2022.

Bio Capital Finance Limited is a wholly-owned subsidiary of Bio Capital Holdings Limited, itself a wholly-owned subsidiary of Bio Capital Ltd, a company which operates in the UK renewable energy sector, owning and operating UK-based operational Anaerobic Digestion ("AD") assets. As at 31 December 2022, Bio Capital Finance Limited held a portfolio of five AD assets and a logistics company.

Investors in the company are investment funds managed through a joint venture by Equitix AD Co Limited and Helios 3 Bio Gas UK 1 LP, who have a track record of investment in the renewable energy and infrastructure sectors.

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.

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.

The company’s operating loss for the period to 31 December 2022, (before interest, depreciation and amortisation) was £0.4m (2021: £1.9m) on which there was no turnover, which the directors consider to be satisfactory, The profit before taxation in the year is £68.9m (2021: £0.7m). The net current assets as at 31 December 2022 are £208.2m (2021 as restated: £194.6m) and the net assets are £69.6m (2021: £0.7m).

The increase 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 and did not make any donations to political parties.

Principal risks and uncertainties

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.

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 company expect the future implementation of The Waste and Resources Strategy outlined by the Government to have a positive impact on availability and pricing when it is fully enacted.

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 and has mitigated the risk of interest rate volatility by entering into a number of variable-to-fixed interest rate swaps. Details of these are included in the notes to the financial statements.

The company 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.

Overall, the directors are satisfied with the performance of the company in the period.

The company monitors a range of financial KPls against its budget for the period.

The measures are profit before taxation and net assets.

The results for the year are stated in the business review section and are in line with the budget.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2022.

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 8.

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:

Azets Audit Services were appointed as auditor to the company on 18 November 2022 and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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.

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 1.3 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 Finance Limited (the 'company') for the year ended 31 December 2022 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 2022 and of its profit 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 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 2022 or 2021 other than those included in the statement of comprehensive income.

Bio Capital Finance Limited 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.

The prior reporting period covers the period from the date of incorporation of 19 October 2020 to 31 December 2021. The current period covers the 12 months ended 31 December 2022. Therefore, the comparative amounts presented in the financial statements (including the related notes) are not necessarily entirely comparable to the current year.

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 part 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.true

The company additionally has a long-term financing arrangement with its parent company and any unpaid interest under this arrangement may be deferred until the final repayment date of January 2031, at the discretion of the company.

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.

Interests in subsidiaries, associates and jointly controlled entities 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.

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.

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, unless hedge accounting is applied and the hedge is a cash flow hedge.

Other financial assets 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 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, loans from fellow group companies 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.

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.

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 due from 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 9.35% to 10.05% over a specified period of time.

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.

The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.

As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the statement of comprehensive income.

The company had no turnover in the current year or prior period.

The company had no employees in either the current year or prior period.

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

In the Spring Budget 2021, the government announced that from 1 April 2023 the headline corporation tax rate will increase to 25%. The proposal to increase the rate to 25% has been substantively enacted at the company’s balance sheet date, therefore its effects have been included in these financial statements.

Details of the company's subsidiaries at 31 December 2022 are as follows:

Registered office addresses:

East London Biogas Opco Limited

East London Biogas Opco Limited ceased to trade at the end of 2021 and subsequently all balances in East London Biogas Opco Limited were novated to East London Biogas Limited.

An application to strike off East London Biogas Opco Limited was made on 26 October 2022 and East London Biogas Opco Limited was subsequently dissolved on 24 January 2023.

Warrens Group Holdings Limited, WEBL Topco Limited and WEBL Holdings Limited

During the year, and as a result of a corporate simplification, Warrens Group Holdings Limited issued 200 Ordinary A £0.01 shares at nominal value to Emerald Holdco Limited. Subsequently, Warrens Group Holding Limited transferred its 100% holding of the issued share capital in Warrens Group Limited via a distribution in specie to Emerald Holdco Limited. Emerald Holdco Limited has recognised the difference between Warrens Group Holdings Limited's investment in Warrens Group Limited and its original investment in Warrens Group Holdings Limited as an increase in the value of shares held in subsidiaries.

During the year, and as a result of a corporate simplification, WEBL Topco Limited issued 4 Ordinary A £1 shares at nominal value to Emerald Holdco Limited. Subsequently, WEBL Topco Limited transferred its 100% holding of the issued share capital in WEBL Holdings Limited (which, in turn, held 100% of the issued share capital in Warrens Emerald Biogas Limited) via a distribution in specie to Emerald Holdco Limited. Emerald Holdco Limited has recognised the difference between WEBL Topco Limited's investment in WEBL Holdings Limited and its original investment in WEBL Topco Limited as an increase in the value of shares held in subsidiaries.

During the year, and as a result of a corporate simplification, WEBL Holdings Limited transferred its 100% holding of the issued share capital in Warrens Emerald Biogas Limited via a distribution in specie to Emerald Holdco Limited. Emerald Holdco Limited has recognised the difference between WEBL Holdings Limited's investment in Warrens Emerald Biogas Limited and its original investment in WEBL Holdings Limited as an increase in the value of shares held in subsidiaries.

Applications to strike off Warrens Group Holdings Limited, WEBL Topco Limited and WEBL Holdings Limited were made on 26 October 2022 and these companies were subsequently dissolved on 24 January 2023.

Granville Ecopark Holding Company Limited

During the year, and as a result of a corporate simplification, Granville Ecopark Holding Company Limited transferred its 100% holding of the issued share capital in Granville Ecopark Limited via a distribution in specie to GECO Holdco Ltd. GECO Holdco Ltd has recognised the difference between Granville Ecopark Holding Company Limited's investment in Granville Ecopark Limited to and its original investment in Granville Ecopark Holding Company Limited as an increase in the value of shares held in subsidiaries.

An application to strike off Granville Ecopark Holding Company Limited was made on 26 October 2022 and the company was subsequently dissolved on 24 January 2023.

The company is exposed to interest rate risk due to its long-term loans being subject to variable interest rates. The company has managed its exposure to this risk by entering into a number of variable-to-fixed interest rate swaps in relation to long-term bank loans outstanding as at the balance sheet date and due in more than one year. The fair value of these derivative financial instruments at the balance sheet date has been determined by the directors with reference to Mark to Market (“MtM”) valuation reports obtained from the respective banks which the directors consider to be an appropriate fair value of these derivative financial instruments.

As the derivative financial instruments are valued at fair value through profit or loss in accordance with Financial Reporting Standard 102, the movement in fair value between the current and prior balance sheet dates has been recognised in the statement of comprehensive income. The movement recognised in the statement of comprehensive income in the current year in relation to changes in the fair value of interest rate swaps in place at the balance sheet date was £11,420,530.

Amounts owed by group undertakings falling due within one year are unsecured, interest free and repayable on demand.

Amounts owed by group undertakings falling due after more than one year are unsecured, interest bearing at 10.22% per annum and have a final repayment date for capital and all accrued, unpaid interest of January 2031. 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 date of January 2031. At the balance sheet date, the capital outstanding was £167,135,427 (2021: £164,643,382)

Amounts owed to group undertakings are unsecured, interest bearing at 11.0% per annum and repayable within one year of the balance sheet date.

Amounts owed to group undertakings are unsecured, interest bearing at 10.22% per annum and have a final repayment date for capital and all accrued, unpaid interest of January 2031. 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 £126,301,625 (2021: £148,602,010).

The long-term bank loans are 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.

The rate of interest on each Term Rate Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) SONIA. The Margin applicable for the period ended 31 December 2022 was 2.45%.

The company entered into interest rate swaps in relation to the long-term bank loans. The closing value of these derivative financial instruments as at the current balance sheet date are included within debtors falling due after one year (see note 11).

The ordinary share is entitled to one vote in any circumstance; to dividend payments or any distribution; and to participate in a distribution arising from a winding up of the company.

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

Energen Biogas Holdco Ltd

Energen Biogas Holdco Ltd ("EBHL") is a non-wholly owned direct subsidiary of the company.

Included in interest receivable from group undertakings in the statement of comprehensive income for the year is interest receivable from EBHL of £5,103,710 (2021: £4,593,769). As at 31 December 2022, an amount of £43,802,577 (2021: £41,310,533) was due from EBHL and was included in amounts owed by group undertakings falling due in more than one year. This amount accrues interest at 10.9% and has a final repayment date of September 2036. Accrued, unpaid interest payable on this loan of £7,496,646 (2021: £4,520,935) is included in amounts owed by group undertakings falling due in more than one year.

During the current year, and as part of the acquisition of shares previously held by minority shareholders of EBHL, the company waived a balance of £1,077,362 due to it by EBHL. As a result, this amount was directly credited to equity in EBHL as a capital contribution by the company.

Energen Biogas Limited

Energen Biogas Limited ("EBL") is a non-wholly owned indirect subsidiary of the company.

Included in interest payable to group undertakings in the statement of comprehensive income for the year is interest payable to EBL of £7,233 (2021: n/a). As at 31 December 2022, an amount of £1,500,000 (2021: n/a) was due to EBL and was included in amounts owed to group undertakings falling due in less than one year. Accrued, unpaid interest payable on this loan of £7,233 (2021: n/a) is included in amounts owed to group undertakings falling due in less than one year.

GECO Holdco Ltd

GECO Holdco Ltd ("GECO") is a non-wholly owned direct subsidiary of the company.

Included in interest receivable from group undertakings in the statement of comprehensive income for the year is interest receivable from GECO of £4,301,330 (2021: £4,003,731). As at 31 December 2022, an amount of £48,749,415 (2021: £48,749,415) was due from GECO and was included in amounts owed by group undertakings due in more than one year. This amount accrues interest at 8.5% and has a final repayment date of September 2036. Accrued, unpaid interest payable on this loan of £1,267,146 (2021: £1,874,523) is included in amounts owed by group undertakings falling due in more than one year.

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.

The company is wholly owned by Bio Capital Holdings Limited, a company registered in England and Wales. The registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU.

The ultimate parent company is Bio Capital Ltd, a company incorporated in England and Wales. The address of its registered office is The Corn Store, Hyde Hall Farm, Buntingford, Hertfordshire, United Kingdom, SG9 0RU.

At the year end, in the opinion of the directors, there was no one ultimate controlling party.

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).

In the current year, the directors identified that certain amounts owed to group undertakings as previously reported as falling due within one year should have been reported as falling due after more than one year at the prior balance sheet date. Refer to note 14.

As a result, an amount of £6,373,570 is now shown as being due to group undertakings in creditors falling due after more than one year in the comparative information presented in these financial statements whereas it was previously reported as falling due within one year.