Company registration number 13465215 (England and Wales)
INNOVA RENEWABLES NG HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
INNOVA RENEWABLES NG HOLDINGS LIMITED
COMPANY INFORMATION
Directors
G Pope
(Appointed 11 January 2024)
D Mushin
(Appointed 11 January 2024)
L Root
(Appointed 11 January 2024)
A Tahir
(Appointed 29 February 2024)
S Murrells
(Appointed 29 February 2024)
R Adams
(Appointed 29 February 2024)
Secretary
T Bartley-Smith
Company number
13465215
Registered office
3rd Floor, St George's House
13-14 Ambrose Street
Cheltenham
GL50 3LG
Auditor
Arnold Hill & Co LLP
6th Floor Capital Tower
91 Waterloo Road
London
SE1 8RT
INNOVA RENEWABLES NG HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Statement of financial position
7
Statement of changes in equity
8
Notes to the financial statements
9 - 18
INNOVA RENEWABLES NG HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be the development of National Grid Transmission renewable energy projects for future operation to generate electricity.
Results and dividends
The loss for the year amounted to £3,057,897 (2022: £24,374 loss). The directors do not recommend payment of any dividend.
Fair review of the business
The majority of renewable energy projects continued to be in planning and development. The company has net liabilities at 31 December 2023 of £3,082,270 (2022: £24,373 net liabilities).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A Kaye
(Resigned 11 January 2024)
R Dummett
(Resigned 11 January 2024)
G Pope
(Appointed 11 January 2024)
D Mushin
(Appointed 11 January 2024)
L Root
(Appointed 11 January 2024)
A Tahir
(Appointed 29 February 2024)
S Murrells
(Appointed 29 February 2024)
R Adams
(Appointed 29 February 2024)
Qualifying third party indemnity provisions
As permitted by the Companies Act 2006, the ultimate parent of the company, has indemnified the directors of the company in respect of proceedings brought by third parties and qualifying third party indemnity insurance was in place throughout the year and up to the date of approval of the financial statements.
Statement of directors' responsibilities
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.
INNOVA RENEWABLES NG HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Statement of disclosure to auditor
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.
On behalf of the board
R Adams
Director
30 September 2024
INNOVA RENEWABLES NG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF INNOVA RENEWABLES NG HOLDINGS LIMITED
- 3 -
Opinion
We have audited the financial statements of Innova Renewables NG Holdings Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 2023 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.
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.
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
INNOVA RENEWABLES NG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF INNOVA RENEWABLES NG HOLDINGS LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception
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 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
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.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.
Our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
INNOVA RENEWABLES NG HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF INNOVA RENEWABLES NG HOLDINGS LIMITED (CONTINUED)
- 5 -
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
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.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Dipesh Giri BSc (Hons) BFP ACA
Senior Statutory Auditor
For and on behalf of Arnold Hill & Co LLP
1 October 2024
Chartered Accountants
Statutory Auditor
6th Floor Capital Tower
91 Waterloo Road
London
SE1 8RT
INNOVA RENEWABLES NG HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Year
Year
ended
ended
31 December
31 December
2023
2022
Notes
£
£
Turnover
-
-
Cost of sales
(425,635)
Gross (loss)/profit
(425,635)
-
Administrative expenses
(2,061,820)
(24,374)
Operating loss
3
(2,487,455)
(24,374)
Interest receivable and similar income
5
53,191
Interest payable and similar expenses
6
(623,633)
Loss before taxation
(3,057,897)
(24,374)
Tax on loss
7
Loss for the financial year
(3,057,897)
(24,374)
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 9 to 18 form part of these financial statements.
INNOVA RENEWABLES NG HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
8
2,994
2,856
Current assets
Stocks
10
1,843,580
-
Debtors
11
10,089,631
1,458,977
Cash at bank and in hand
4,218,322
16,151,533
1,458,977
Creditors: amounts falling due within one year
12
(2,748,763)
(1,486,206)
Net current assets/(liabilities)
13,402,770
(27,229)
Total assets less current liabilities
13,405,764
(24,373)
Creditors: amounts falling due after more than one year
Loans and overdrafts
13
16,305,000
(16,305,000)
-
Provisions for liabilities
Provisions
14
183,034
(183,034)
-
Net liabilities
(3,082,270)
(24,373)
Capital and reserves
Called up share capital
15
1
1
Profit and loss reserves
(3,082,271)
(24,374)
Total equity
(3,082,270)
(24,373)
The notes on pages 9 to 18 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
R Adams
Director
Company registration number 13465215 (England and Wales)
INNOVA RENEWABLES NG HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
1
Period ended 31 December 2022:
Loss and total comprehensive income
-
(24,374)
(24,374)
Balance at 31 December 2022
1
(24,374)
(24,373)
Period ended 31 December 2023:
Loss and total comprehensive income
-
(3,057,897)
(3,057,897)
Balance at 31 December 2023
1
(3,082,271)
(3,082,270)
The notes on pages 9 to 18 form part of these financial statements.
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
1
Accounting policies
Company information
Innova Renewables NG Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, St George's House, 13-14 Ambrose Street, Cheltenham, GL50 3LG.
1.1
Accounting convention
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. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The financial statements of the company are consolidated in the financial statements of Innova Capital Limited. These consolidated financial statements are available from its registered office, 3rd Floor, St George's House, 13-14 Ambrose Street, Cheltenham, GL50 3LG.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The directors have have considered a period of 12 months from the date of approval of thesetrue financial statements in preparing their going concern assessment. The going concern assessment is dependent on the ultimate parent, Innova Capital Limited, not seeking repayment of the amounts due to other group entities that are controlled by Innova Capital Limited for a period of at least 12 months from the date of signing these financial statements. Innova Capital Limited has indicated its intention to continue to make available such funds as are needed by the company and that it does not intend to seek repayment of the amounts due during the going concern assessment period.
Consequently, the directors have are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
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.
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 10 -
1.4
Stocks
Costs which are directly attributable to the development of potential project sites, and which have a reasonable expectation of obtaining the consents required constructing a solar farm, and to the extent that those costs do not exceed expected recoverable amounts, are treated as work in progress and not expensed. Costs incurred on projects are held as work-in-progress at cost until the outcome of the project is known and services invoiced to the project, at which point costs incurred are expensed through the profit and loss account as cost of sales.
1.5
Cash and cash equivalents
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
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 statement of financial position 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
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.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.7
Equity instruments
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.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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
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 income statement, 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.
1.9
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2
Judgements and key sources of estimation uncertainty
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of work in progress
Management assess each project to identify indicators of impairment of the work in progress. Factors taken into consideration in reaching such a decision include the economic viability of the project resulting from access to land, grid and obtaining necessary consents.
Key sources of estimation uncertainty
The directors do not consider there to be any material key sources of estimation uncertainty.
3
Operating loss
2023
2022
Operating loss for the period is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
4,500
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Total
5
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
53,191
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
6
Interest payable and similar expenses
2023
2022
£
£
Other interest on financial liabilities
623,633
7
Taxation
From 5 April 2023, the main rate of corporation tax increased from 19% to 25%, and a new 19% small profits rate of corporation tax was introduced for companies whose profits do not exceed £50,000. The main rate applies to companies with profits in excess of £250,000.
The rate calculated for the 12 month period is 23.5%.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(3,057,897)
(24,374)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.50% (2022: 19.00%)
(718,606)
(4,631)
Unutilised tax losses carried forward
718,606
4,631
Taxation charge for the period
-
-
Total carried forward losses for tax purposes at the end of the year was £2,645,755 (2022: £600).
8
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
9
2,994
2,856
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
8
Fixed asset investments
(Continued)
- 14 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
2,856
Additions
500
Disposals
(362)
At 31 December 2023
2,994
Carrying amount
At 31 December 2023
2,994
At 31 December 2022
2,856
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
9
Subsidiaries
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Abergelli Farm BESS Limited
England
Ordinary
75.00
Almholme BESS Limited
England
Ordinary
75.00
Almholme Solar Limited
England
Ordinary
87.50
Blackdyke BESS Limited
England
Ordinary
75.00
Bushbury BESS Limited
England
Ordinary
75.00
Bushbury Green NG Limited
England
Ordinary
81.25
Butlers Wood BESS Limited
England
Ordinary
75.00
Butlers Wood NG Limited
England
Ordinary
81.25
Cellearhead Green BESS Limited
England
Ordinary
75.00
Cellarhead Green NG Limited
England
Ordinary
81.25
Daines BESS Limited
England
Ordinary
75.00
Daines Green NG Limited
England
Ordinary
81.25
East Claydon BESS Limited
England
Ordinary
75.00
East Claydon Green NG Limited
England
Ordinary
81.25
Enderby BESS Limited
England
Ordinary
75.00
Enderby Green NG Limited
England
Ordinary
81.25
Fanny House Farm BESS Limited
England
Ordinary
75.00
Feckenham Green NG Limited
England
Ordinary
81.25
Harker Green NG Limited
England
Ordinary
81.25
Hawthorn Pit BESS Limited
England
Ordinary
75.00
Hawthorn Pit NG Limited
England
Ordinary
81.25
Heysham Green NG Limited
England
Ordinary
81.25
Ironbrdige BESS Limited
England
Ordinary A & B
75.00
Ironbridge Green NG Limited
England
Ordinary
81.25
Kearsley BESS Limited
England
Ordinary
75.00
Kearsley North Green NG Limited
England
Ordinary
81.25
Kirkby Green NG Limited
England
Ordinary
81.25
Newtown Farm Solar Limited
England
Ordinary
87.50
Overton BESS Limited
England
Ordinary
75.00
Overton NG Limited
England
Ordinary
81.25
Pentir BESS Limited
England
Ordinary
75.00
Pentir NG Limited
England
Ordinary
81.25
Pinfold Land BESS Limited
England
Ordinary
75.00
Saldons Farm BESS Limited
England
Ordinary
75.00
Saldons Farm Solar Limited
England
Ordinary
87.50
Salt Way Farm BESS Limited
England
Ordinary
75.00
Swansea North Green NG Limited
England
Ordinary
81.25
Thorpe Marsh NG Limited
England
Ordinary
81.25
10
Stocks
2023
2022
£
£
Work in progress
1,843,580
-
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by related parties
10,074,525
1,454,222
Other debtors
15,106
4,755
10,089,631
1,458,977
12
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Other borrowings
13
574,572
1,482,750
Trade creditors
720
Amounts owed to related parties
2,037
2,856
Accruals and deferred income
2,171,434
600
2,748,763
1,486,206
13
Loans and overdrafts
2023
2022
£
£
Other loans
16,879,572
1,482,750
Payable within one year
574,572
1,482,750
Payable after one year
16,305,000
The company has a secured term loan facility of up to £50m, which accrues interest at 12% per annum. Interest is payable on a bi-annual basis on 30 June and 31 December. Project loans totaling £14,725,000 were first drawn on 31 August 2023. The total amount drawn at 31 December 2023 was £16,305,000. Each drawdown is subject to a 48 month repayment period.
On 5 September 2023 the company entered into a debenture with Innova Transmission Funding LLP. This debenture featured fixed charges over the borrowing base, as mentioned in the above facility agreement and floating charges over all the undertakings, property and assets of the company. In relation to the same facility agreement with Innova Transmission Funding LLP, the company also had charges over the company's shares in Blackdyke BESS Limited, Harker Green NG Limited, Enderby Green NG Limited, Enderby BESS Limited.
On 17 October 2023 the company provided further charges to Innova Transmission Funding LLP related to the same facility agreement, with charged assets including its shares in Fanny House Farm BESS and Heysham Green NG Limited.
In June 2021 the company opened a loan with Jonathon Guest which did not accrue interest or have a fixed capital repayment date. At 31 December 2023 the balance on the facility was £574,572 (2022: £1,482,750). During the year the company made repayments of £908,178 (2022: £nil).
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
14
Provisions for liabilities
2023
2022
£
£
Grid deposit provision
183,034
-
Movements on provisions:
Grid deposit provision
£
Additional provisions in the year
183,034
At 31 December 2023 the company included a provision for dead projects of £183,034 (2022: £nil). The provision related to the status of the projects within the portfolio and is formed based on managements expectation of a project going through to completion and sale. A projects development status and the likelihood of it to completing can vary through its lifecycle based on a number of internal and external factors, provisions can therefore vary considerably year on year.
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100
100
1
1
The company has one class of ordinary shares that hold full rights regarding voting, payment of dividends and distributions.
16
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Loans to
Loans from
2023
2022
2023
2022
£
£
£
£
Entities with control, joint control or significant influence over the company
6,527,350
-
-
-
Entities over which the entity has control, joint control or significant influence
653,436
-
-
2,856
Other related parties
1,439,516
-
-
-
2023
2022
Amounts due to related parties
£
£
Entities over which the entity has control, joint control or significant influence
2,038
2,856
INNOVA RENEWABLES NG HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
16
Related party transactions
(Continued)
- 18 -
2023
2022
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
7,981,572
1,454,222
Entities over which the entity has control, joint control or significant influence
653,436
-
Other related parties
1,439,516
-
Transactions with related parties were done at market rate and are repayable on demand. The amounts outstanding at 31 December 2023 are unsecured and do not attract interest.
17
Ultimate controlling party
As at 31 December 2023 the company's parent is Innova Renewables Limited and its ultimate controlling party is Innova Capital Limited, where the company's results are consolidated. Both entities were incorporated in England and Wales and have the same registered address of 3rd Floor, St George's House, 13-14 Ambrose Street, Cheltenham, GL50 3LG.
At 25 July 2024 the company was acquired by IR TNO (Midco) Limited, who now owns 100% of the share capital. IR TNO (Midco) Limited is part of the same group with Innova Capital Limited as the ultimate parent entity.
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