Nova Pangaea Technologies (UK) Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 08881891 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

Nova Pangaea Technologies (UK) Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

M Burton

G W Bowdler

Mercia Fund Management (Nominees) Limited

J Sitter

D J Braben

REGISTERED OFFICE:

Lealholme Building

Wilton International

MIDDLESBROUGH

TS10 4RG

REGISTERED NUMBER:

08881891 (England and Wales)

SENIOR STATUTORY AUDITOR:

Kevin Shotton BA BFP FCA

AUDITORS:

Clive Owen LLP

Chartered Accountants

& Statutory Auditors

140 Coniscliffe Road

Darlington

County Durham

DL3 7RT

FIXED ASSETS

Tangible assets

4

558,787

70,622

CURRENT ASSETS

Stocks

5

15,000

-

Debtors

6

2,675,402

1,095,363

Cash at bank

261,705

566,296

2,952,107

1,661,659

CREDITORS

Amounts falling due within one year

7

(22,739,793

)

(16,813,693

)

NET CURRENT LIABILITIES

(19,787,686

)

(15,152,034

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(19,228,899

)

(15,081,412

)

CAPITAL AND RESERVES

Called up share capital

9

1

Share options

323,203

222,030

Retained earnings

(19,552,103

)

(15,303,443

)

SHAREHOLDERS' FUNDS

(19,228,899

)

(15,081,412

)

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

G W Bowdler - Director

1.	STATUTORY INFORMATION

Nova Pangaea Technologies (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

There were no material departures from that standard.

The principal accounting policies adopted in the preparation of the financial statements are set out below and have remained unchanged from the previous year, and also have been consistently applied within the same accounts.

Going concern

The company is in a net liability position and meets most of its day to day working capital requirements through unsecured inter-company loans provided by the ultimate parent company, Nova Pangaea (Holding) Limited. No formal agreement is in place for these loans and they are considered to be repayable on demand.

The company is developing advanced biofuel technology and is in the process of commercialising this technology. The directors have prepared projected cashflow information for the twelve months following approval of these financial statements which indicate that further funding support will be required by the company to progress the technology development over the next year. It may be possible to secure some grant funding, but the expectation is that most of this funding requirement will come from the ultimate parent company.

The ultimate parent company will require additional inward investment funding to provide support for the working capital needs of this company over the next year. Since year end, the ultimate parent has received investment of £2.7m and anticipates additional funding of £2.5m in Q4 2025 and a larger equity fundraise in Q2 2026. The directors of the ultimate parent company are in discussions with new and existing investors to secure investments in Q4 2025 and Q2 2026.

The directors of the ultimate parent company have undertaken to continue to provide sufficient financial support following investment by shareholders and have no intention to demand repayment of the loan balance in the 12 months following the date of approval of the financial statements.

Having considered the progress of discussions with potential investors, the directors believe that the ultimate parent company will be able to fund the working capital requirements of this company for the next 12 months and have therefore continued to adopt the going concern basis in preparing the financial statements.

There can be no certainty in relation to these matters and this uncertainty may cast doubt on the company's ability to continue as a going concern. The financial statements do not include any adjustments that would result from the failure to secure sufficient further investment or withdrawal of financial support from the ultimate parent company.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 Section 1A, not to disclose transactions with related parties that are deemed to have been transacted at market rates.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under finance lease, over the lease term, whichever is the shorter.

Plant & Machinery assets are depreciated at a rate of 5-10%.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

Basic financial instruments are recognised at amortised cost with changes recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share option

Employees of the company receive remuneration in the form of share-based payments from the parent company, whereby employees render services as consideration for equity instruments.

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the Binomial model.

That cost would be recognised as wages costs, together with a corresponding increase in equity, over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the parent company's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the parent company's best estimate of the number of equity instruments that will ultimately vest.

Grant income

Grant income is recognised in the profit and loss account over the periods in which the entity recognises related costs. Income is deferred until these costs are incurred.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 32 (2023 - 21 ) .

4.	TANGIBLE FIXED ASSETS

Assets

under

Plant and

Construction

machinery

Totals

£

COST

At 1 January 2024

-

78,997

Additions

73,320

440,993

514,313

At 31 December 2024

73,320

519,990

593,310

DEPRECIATION

At 1 January 2024

-

8,375

Charge for year

-

26,148

At 31 December 2024

-

34,523

NET BOOK VALUE

At 31 December 2024

73,320

485,467

558,787

At 31 December 2023

-

70,622

5.

STOCKS

2024

2023

£

Stocks

15,000

-

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Trade debtors

1,624,724

1,050,000

Other debtors

32,329

415

VAT Debtor

67,544

-

Prepayments and accrued income

950,805

44,948

2,675,402

1,095,363

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Trade creditors

1,763,571

708,312

Amounts owed to group undertakings

20,525,192

14,122,536

Taxation and social security

148,244

55,546

Other creditors

97,028

17,012

Accruals

205,758

1,910,287

22,739,793

16,813,693

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

Within one year

70,881

34,885

Between one and five years

183,885

10,558

254,766

45,443

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

1

Ordinary

£1

1

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Kevin Shotton BA BFP FCA (Senior Statutory Auditor)

for and on behalf of Clive Owen LLP

Material uncertainty relating to going concern

We draw your attention to the going concern disclosure in the accounting policies, which indicates that the company requires additional funding to achieve its objectives over the next 12 months, however this additional funding is yet to be agreed. These events indicate the existence of a material uncertainty which may cast significant doubt on the company's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

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.

11.	CAPITAL COMMITMENTS

2024

2023

£

Contracted but not provided for in the

financial statements

-

8,204

12.	IMMEDIATE CONTROLLING PARTY

The immediate parent company is Nova Pangaea Technologies Ltd with registered office is .1 Castlewood Avenue, Rathmines, Dublin 6, Ireland. The ultimate parent is Nova Pangaea (Holdings) Ltd with registered office; Lealholme Building, Wilton International, Middlesbrough TS10 4RG.

13.	SHARE OPTION

Share options were issued by the parent company to employees of Nova Pangaea Technologies (UK) Limited during the year ended 31 December 2022. These options are only exercisable on a sale of the business or any other transactions on changes in ownership. In addition, the employee must have remained in employment or been made redundant / retired 12 months prior to the transaction date. The options will expire on the 10th anniversary of the grant date. Share options are to be settled through equity.

There is no cash-based alternative.

The charge is considered material to the financial statement and as such appropriate provisions have been made.

Movements during the year

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:

2024

2023

Number

WAEP

Number

WAEP

£

Balance at 1 January

83,000

0.27

104,000

0.27

Granted during the period

-

Forfeited during the period

(3,000

)

(0.27

)

(21,000

)

(0.27

)

Exercised during the period

-

Expired during the period

-

Outstanding at 31 December

80,000

0.27

83,000

0.27

Exercisable at 31 December

-

Binomial model attributes a fair value to the options itself rather than to the services received. At the 31 December 2024 the cumulative fair value of services received was determined to be £323,203 (2023: £222,030). This is considered material to the financial statements and as such an adjustment has been included to increase the employee costs and equity reserves.