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Company No: 04455321 (England and Wales)

NOVA CAPITAL GROUP LIMITED

Unaudited Financial Statements
For the financial year ended 30 June 2024
Pages for filing with the registrar

NOVA CAPITAL GROUP LIMITED

Unaudited Financial Statements

For the financial year ended 30 June 2024

Contents

NOVA CAPITAL GROUP LIMITED

STATEMENT OF FINANCIAL POSITION

As at 30 June 2024
NOVA CAPITAL GROUP LIMITED

STATEMENT OF FINANCIAL POSITION (continued)

As at 30 June 2024
Note 30.06.2024 30.06.2023
£ £
Fixed assets
Tangible assets 3 1,636 862
Investments 4 823,203 1,054,941
824,839 1,055,803
Current assets
Debtors
- due within one year 5 656,309 386,932
- due after more than one year 5 731 26,036
Cash at bank and in hand 1,146,965 37,059
1,804,005 450,027
Creditors: amounts falling due within one year 6 ( 8,042,264) ( 7,385,462)
Net current liabilities (6,238,259) (6,935,435)
Total assets less current liabilities (5,413,420) (5,879,632)
Creditors: amounts falling due after more than one year 7 ( 2,372,280) ( 2,360,642)
Net liabilities ( 7,785,700) ( 8,240,274)
Capital and reserves
Called-up share capital 8 13,212 13,212
Share premium account 1,444,156 1,444,156
Other reserves 209,967 209,967
Profit and loss account ( 9,453,035 ) ( 9,907,609 )
Total shareholder's deficit ( 7,785,700) ( 8,240,274)

For the financial year ending 30 June 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Nova Capital Group Limited (registered number: 04455321) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

D S Williamson
Director

10 June 2025

NOVA CAPITAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 June 2024
NOVA CAPITAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 30 June 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Nova Capital Group Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is Octagon Point, 5 Cheapside, London, EC2V 6AA, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors note that the business has net liabilities of £7,785,700. The company is supported through loans from group companies The directors have received assurances that the loan facilities will continue to be available for at least 12 months from the date of signing these financial statements and the companies will continue to support the company. After making enquiries, the directors believe that any foreseeable debts can be met for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Group accounts exemption s400
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.

Foreign currency

Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the profit and loss account.

Turnover

Turnover represents the invoiced value of investment advice and investment management services in relation to venture capital and private equity funds. Turnover is recognised in the profit and loss account over the period that services are provided which is in accordance with the investment advisory agreements.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Fixtures and fittings 3 years straight line
Computer equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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

Leases

The company as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Income and Retained Earnings as described below.

Financial instruments

The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from other third parties, loans to and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, 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 the Statement of Income and Retained Earnings/Statement of Comprehensive Income.

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.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, and amounts due to related 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.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

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.

Investments
Investments in various Private Equity Funds, including carried interests, are stated at directors valuation, and are valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. Changes in fair value are recognised in the profit or loss account. Realised gains and losses arising on the disposal of investments are also recognised in the profit and loss account.

Investments in subsidiary undertakings are stated at cost, less provision for any permanent diminution in value. Where shareholder or subsidiary loans are advanced without an interest charge, differences in the fair value of the loan and the cash advanced are recognised as an additional investment in the subsidiary undertaking.

2. Employees

30.06.2024 30.06.2023
Number Number
Monthly average number of persons employed by the company during the year, including directors 6 5

3. Tangible assets

Fixtures and fittings Computer equipment Total
£ £ £
Cost
At 01 July 2023 18,665 30,319 48,984
Additions 0 1,459 1,459
At 30 June 2024 18,665 31,778 50,443
Accumulated depreciation
At 01 July 2023 18,665 29,457 48,122
Charge for the financial year 0 685 685
At 30 June 2024 18,665 30,142 48,807
Net book value
At 30 June 2024 0 1,636 1,636
At 30 June 2023 0 862 862

4. Fixed asset investments

Investments in subsidiaries

30.06.2024
£
Cost
At 01 July 2023 611,719
Disposals ( 10,757)
Revaluations 0
At 30 June 2024 600,962
Carrying value at 30 June 2024 600,962
Carrying value at 30 June 2023 611,719

Other investments Total
£ £
Cost or valuation before impairment
At 01 July 2023 430,811 430,811
Additions 39,673 39,673
Disposals ( 260,654) ( 260,654)
At 30 June 2024 209,830 209,830
Provisions for impairment
At 01 July 2023 ( 12,411) ( 12,411)
At 30 June 2024 ( 12,411) ( 12,411)
Carrying value at 30 June 2024 222,241 222,241
Carrying value at 30 June 2023 443,222 443,222

Investments in shares

Details of the company's subsidiary undertakings, all of which have a 30 June year end, are as follows:

Name of entity Registered office Principal activity Class of
shares
Ownership
30.06.2024
Ownership
30.06.2023
Held
Nova Capital Management Ltd England & Wales Investment advisory Ordinary 100.00% 100.00% Direct
Nova General Partner Ltd England & Wales General Partner Ordinary 100.00% 100.00% Direct
Nova Capital Nominees Ltd England & Wales Nominee Ordinary 100.00% 100.00% Direct
NCM Management (UK) Ltd England & Wales Investment Advisory Ordinary 100.00% 100.00% Direct
NCM GP (North) Ltd England & Wales General Partner Ordinary 100.00% 100.00% Direct
NCM GP (Midlands) Ltd England & Wales General Partner Ordinary 100.00% 100.00% Direct
NCM GP (South) Ltd England & Wales General Partner Ordinary 100.00% 100.00% Direct
SELECT Industries Management Company Ltd Guernsey Investment management (dormant) Ordinary 100.00% 100.00% Direct
NT General Partner (Guernsey) Ltd Guernsey General Partner Ordinary 0.00% 100.00% Direct
Nova General Partner (Guernsey) Ltd Guernsey General Partner Ordinary 100.00% 100.00% Direct
Nova Boxer GP (Guernsey) Ltd Guernsey General Partner Ordinary 100.00% 100.00% Direct
Nova Argent GP (Guernsey) Ltd Guernsey General Partner Ordinary 100.00% 100.00% Direct
Nova Shell GP (Guernsey) Ltd Guernsey General Partner Ordinary 100.00% 100.00% Direct
Nova Wildcat GP (Guernsey) Ltd Guernsey General Partner Ordinary 100.00% 100.00% Direct
Nova Capital Management USA LLC . USA General management Ordinary 100.00% 100.00% Direct
Nova (GP) Scotland Ltd Scotland General Partner Ordinary 100.00% 100.00% Direct

5. Debtors

30.06.2024 30.06.2023
£ £
Debtors: amounts falling due within one year
Trade debtors 0 27,674
Amounts owed by group undertakings 266,173 266,173
Other debtors 390,136 93,085
656,309 386,932
Debtors: amounts falling due after more than one year
Other debtors 731 26,036

Amounts owed by group undertakings are unsecured, interest free and have no fixed date for repayment.

6. Creditors: amounts falling due within one year

30.06.2024 30.06.2023
£ £
Trade creditors 96,749 113,297
Amounts owed to group undertakings 7,248,634 6,877,243
Other taxation and social security 23,232 26,703
Other creditors 673,649 368,219
8,042,264 7,385,462

Amounts owed by the company to intra-group undertakings are unsecured, interest free and have no fixed date for repayment.

7. Creditors: amounts falling due after more than one year

30.06.2024 30.06.2023
£ £
Other creditors 2,372,280 2,360,642

There are no amounts included above in respect of which any security has been given by the small entity.

Included within other creditors is the balance due to the parent company. There is no fixed repayment date and the loan is accruing interest of 8.5%.

8. Called-up share capital

30.06.2024 30.06.2023
£ £
Allotted, called-up and fully-paid
1,321,166 Ordinary UK shares of £ 0.01 each 13,212 13,212

9. Related party transactions

The company has taken advantage of the exemption under the provision of FRS 102 Section 1A "Related party disclosures" from disclosing transactions or balances between group entities.

10. Ultimate controlling party

Parent Company:

Green River Capital Partners Limited
Octagon Point, 5 Cheapside, London, United Kingdom, EC2V 6AA