Nova Pangaea (Holdings) Ltd - Accounts to registrar (filleted)

REGISTERED NUMBER: 10117710 (England and Wales)

Financial Statements

for the Year Ended 31 December 2024

for

Nova Pangaea (Holdings) Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mercia Fund Management (Nominees) Limited

J Sitter

D J Braben

G W Bowdler

M Burton

REGISTERED OFFICE:

Lealholme Building

Wilton International

MIDDLESBROUGH

TS10 4RG

REGISTERED NUMBER:

10117710 (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

Investments

4

327,081

225,908

CURRENT ASSETS

Debtors

5

1

2,299

Cash at bank

1,049,113

5,885,711

1,049,114

5,888,010

CREDITORS

Amounts falling due within one year

6

(8,567,203

)

(7,602,874

)

NET CURRENT LIABILITIES

(7,518,089

)

(1,714,864

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(7,191,008

)

(1,488,956

)

CAPITAL AND RESERVES

Called up share capital

7

11,516

9,794

Share premium

11,985,911

10,670,992

Other reserves

255,127

Share options

323,203

222,030

Retained earnings

(19,766,765

)

(12,646,899

)

SHAREHOLDERS' FUNDS

(7,191,008

)

(1,488,956

)

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 (Holdings) Ltd 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 its day to day working capital requirements from investment in the company by shareholders.

A subsidiary company, Nova Pangaea Technologies (UK) Limited is developing advanced biofuel technology and is in the process of commercialising this technology and relies on support from this company to fund its working capital requirements. The directors have prepared projected cashflow information for the group for twelve months following approval of these financial statements which indicate that further funding support will be required by the subsidiary 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 of the subsidiary will be provided by this company.

Additional inward investment funding is required by the company to support for the working capital needs of the group over the next year. Since year end, the company has received investment of £2.7m and anticipates additional funding of £2.5m in Q4 2025 and a larger equity fundraise anticipated to complete in Q2 2026. The directors are in discussions with new and existing investors to secure investments in Q4 2025 and Q2 2026. Having considered the progress of discussions with potential investors, the directors believe that the company will be able to fund the working capital requirements of this company and the group 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.

Related party exemption

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

Investments in subsidiaries

Investments are held at cost, less any provision for impairment.

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.

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.

Convertible loan notes

In accordance with FRS 102 the company gives consideration to whether the terms associated with the instrument are more reflective of a debt or equity instrument. In particular the coupon rate of interest is considered in comparison to a market rate. If the market rate is higher than the coupon rate this would result in part of the instrument being recorded in equity. Further details are given in note 9.

3.	EMPLOYEES AND DIRECTORS

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

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

225,908

Additions

101,173

At 31 December 2024

327,081

NET BOOK VALUE

At 31 December 2024

327,081

At 31 December 2023

225,908

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Other debtors

1

2,299

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

Trade creditors

252,835

300

Other creditors

1,000

Convertible loan notes

7,101,705

Accruals and deferred income

1,211,663

499,869

8,567,203

7,602,874

7.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

760,045

Ordinary

£0.01

7,600

196,475

A Ordinary

£0.01

1.965

1,965

22,877

G Ordinary

£0.01

229

172,184

Series A

£0.01

1,722

-

11,516

9,794

On 5 April 2023, 65,843 Ordinary shares were issued at £30.27 per share.

On 29 May 2023, 3,648 Ordinary shares were issued at £28.20 per share.

On 19 December 2024, 172,184 Series A shares were issued at £10.00 per share.

8.	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.

9.	SHARE OPTION

Share options were issued by the company to employees of Nova Pangaea Technologies (UK) Limited, a subsidiary company, 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 fair value of the above share options 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 cost of investment and equity reserves.

10.	CONVERTIBLE LOAN NOTES

In 2022, a convertible loan agreement was entered into amounting to £3,250,000. The agreement specifies a 15% discount on the share price at the point of conversion. The convertible loans attract interest at 8% per annum, non compounded. Interest is not paid, but instead accrued, and will only become payable or convertible upon a conversion event. The effective interest rate is therefore c7% which the directors believe to be equivalent to a market value rate. As such the full balance is recorded in creditors. A market value interest rate is a matter of judgement and 1% increase in the assessment of the market value interest rate would move c£36k of the debt balance into equity.

In 2023 a convertible loan agreement was entered into amounting to £4,400,000. The agreement specifies a 15% discount on the share price at the point of conversion. The convertible loans attract interest at 8% per annum, non compounded. Interest is not paid, but instead accrued, and will only become payable or convertible upon a conversion event. The effective interest rate is therefore c8% which the directors believe is lower than market value rate. A market rate of 11% has been used to determine the fair value of the loan note and split the equity component from the loan. This resulted to £255k being moved to equity. Directors consider 11% to be the market rate of interest at the date when the loan note was acquired. A market value interest rate is a matter of judgement and 1% increase in the assessment of the market value interest rate would move c£80k of the debt balance into equity.