Company registration number SC358996 (Scotland)
NOVA INNOVATION LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
NOVA INNOVATION LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
7,075,560
17,215,804
Tangible assets
5
9,361
21,271
Investments
6
4,089
4,090
7,089,010
17,241,165
Current assets
Debtors
8
4,220,149
2,945,809
Cash at bank and in hand
1,626,963
3,323,179
5,847,112
6,268,988
Creditors: amounts falling due within one year
9
(360,999)
(1,140,507)
Net current assets
5,486,113
5,128,481
Total assets less current liabilities
12,575,123
22,369,646
Creditors: amounts falling due after more than one year
10
-
(128,478)
Provisions for liabilities
11
(162,000)
(162,000)
Deferred income
12
(5,258)
(75,258)
Net assets
12,407,865
22,003,910
Capital and reserves
Called up share capital
13
1,533
1,533
Share premium account
9,893,657
9,893,657
Profit and loss reserves
2,512,675
12,108,720
Total equity
12,407,865
22,003,910

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 2 September 2025 and are signed on its behalf by:
Dr D S Forrest
Director
Company registration number SC358996 (Scotland)
NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

Nova Innovation Ltd is a private company limited by shares incorporated in Scotland. The registered office is 45 Timber Bush, Edinburgh, EH6 6QH.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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.

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.

1.2
Going concern

The Directors, in their consideration of going concern, have reviewed the truecompany's future cash forecasts and revenue projections, which they believe are based on a combination of prudent market data, past experience and current trading conditions of improved operational cash flow year on year and believe, based on those forecasts and projections, that it is appropriate to prepare the financial statements of the company on the going concern basis given the forecast positive operational cash flow for at least the next 12 months.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received towards tidal turbine projects, including invoiced sales, consulting income and charges to subsidiary companies, and grant income. Turnover is recognised at the point where the company obtains the right to consideration and is stated net of VAT.

Where the company recognises income from Research and Development Expenditure Credits (RDEC), it is classified as other income.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised as an intangible asset to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Development expenditure is written off as incurred, except where the Directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases the identifiable expenditure is deferred and amortised over the period during which the company is expected to benefit. As such, there is no amortisation included this year. Intangible assets are reviewed annually for any impairments and provisions are made for any such impairment.

 

Patents and trademarks are capitalised at cost.

NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.6
Tangible fixed assets

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

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

Leasehold improvements
8% straight line
Plant and equipment
20% straight line
Fixtures and fittings
25% straight line
Computers
33% straight line

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

The carrying value of tangible assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

1.7
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.

1.8
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.

1.9
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 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.

Debtors

Debtors with no stated interest rate and payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account.

Creditors

Creditors with no stated interest rate and payable within one year are recorded at transaction price.

 

All interest bearing loans and borrowings which are basic financial instruments are initially recognised at the present value of cash payable. After initial recognition they are measured at amortised cost.

NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.10
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.

1.11
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 profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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

 

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

1.12
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.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

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

1.14
Retirement benefits

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

NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.16
Grants

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2
Employees

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

2024
2023
Number
Number
Total
34
39
3
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2024
2023
Notes
£
£
In respect of:
Intangible assets
4
11,815,698
334,423
Recognised in:
Administrative expenses
11,815,698
334,423

Upward supply chain costs have put some pressure on tidal project margins, and increased competition from offshore wind for boats and marine services have added to a climate of efficiency drives. In addition, delays in getting consent, along with the choke point of grid- access, have seen tidal projects face delays - problems that are endemic across the UK energy sector. We have been able to offset the specific pressures from tidal energy delays with the addition of floating solar as a wider product offering. To reflect the wider scope of our business which now includes solar, tidal and marine energy systems, we have taken the opportunity to review the intangible assets on our balance sheet and have impaired some of the value of some of the early technology in tidal energy that has now been superseded or assets that are less likely to be commercially viable in the future.

Following this strategic review of the business it was determined that previously capitalised assets with a cost of £4,815,782 and carrying amount of £3,918,090 were fully impaired. Assets with a value of £7,897,608 were deemed to be impaired with an element of carrying amount remaining. A total impairment charge of £11,815,698 (2023: £334,423) was recognised in the profit and loss account. The directors believe this to be a fair assessment of the carrying value of the intangible assets. As part of ongoing business reviews, the directors continue to carry out regular assessments of intangible assets to ensure that their carrying values remain appropriate.

NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
4
Intangible fixed assets
Other
£
Cost
At 1 January 2024
18,113,496
Additions
1,675,454
Fully impaired
(4,815,782)
At 31 December 2024
14,973,168
Amortisation and impairment
At 1 January 2024
897,692
Impairment loss provision
6,999,916
At 31 December 2024
7,897,608
Carrying amount
At 31 December 2024
7,075,560
At 31 December 2023
17,215,804

Details of the impairment are included within the preceding note to these financial statements.

5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
10,101
1,938,318
1,948,419
Depreciation and impairment
At 1 January 2024
5,658
1,921,490
1,927,148
Depreciation charged in the year
809
11,101
11,910
At 31 December 2024
6,467
1,932,591
1,939,058
Carrying amount
At 31 December 2024
3,634
5,727
9,361
At 31 December 2023
4,443
16,828
21,271
NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
6
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
4,089
4,090
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
4,090
Disposals
(1)
At 31 December 2024
4,089
Carrying amount
At 31 December 2024
4,089
At 31 December 2023
4,090
7
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Nova Innovation CAN Ltd
1
Tidal turbine projects
Ordinary shares
100.00
Nova Innovation (Ireland) Ltd
2
Tidal turbine projects
Ordinary shares
100.00
Oran Na Mara Ltd
3
Dormant
Ordinary shares
100.00
Yell Tidal Energy
3
Dormant
Ordinary shares
100.00
Seastar Tidal Ltd
3
Dormant
Ordinary shares
100.00
Oceanstar Tidal Ltd
3
Dormant
Ordinary Shares
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Conrad Dillon Robinson Law, 820-33 Alderney Drive, Dartmouth, Nova Scotia, B2Y 2N4
2
Lewis and Co, 8 Priory Office Park, Stillorgan Road, Blackrock, Co Dublin
3
45 Timber Bush, Leith, Edinburgh, EH6 6QH

In addition, Enlli Tidal Ltd was a dormant subsidiary until it was dissolved on 30 January 2024.

NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
73,585
170,605
Corporation tax recoverable
283,215
308,781
Amounts owed by group undertakings
2,548,093
1,496,724
Other debtors
1,315,256
969,699
4,220,149
2,945,809
9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
29,020
29,645
Taxation and social security
76,861
53,470
Other creditors
255,118
1,057,392
360,999
1,140,507

Included within other creditors is £128,475 (2023 - £256,952) of secured loan notes carrying an interest rate of 4.7% per annum. The company has granted securities over these loan notes in the form of a floating charge over the first three turbines in the Shetland Tidal Array and their associated assets to Scottish Enterprise. The floating charge was satisfied in June 2025.

10
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
-
0
128,478

Included within other creditors is £0 (2023 - £128,478) of secured loan notes carrying an interest rate of 4.7% per annum. The company has granted securities over these loan notes in the form of a floating charge over the first three turbines in the Shetland Tidal Array and their associated assets to Scottish Enterprise.

11
Provisions for liabilities
2024
2023
£
£
Decommissioning provision
162,000
162,000

Included within provisions are the costs of restoring the sea bed that the Tidal Array is situated on to its original state in the event of decommissioning.

NOVA INNOVATION LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
12
Deferred income
2024
2023
£
£
Grant income
5,258
75,258
13
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £0.001 each
1,533,178
1,533,178
1,533
1,533
14
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

Senior Statutory Auditor:
Iain Binnie
Statutory Auditor:
MHA
Date of audit report:
2 September 2025
15
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2024
2023
£
£
308,833
382,042
16
Related party transactions

The directors are of the opinion that all related party transactions are conducted under normal market conditions and on an arm's length basis and therefore do not need to be disclosed under FRS 102 section 1A appendix C.

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