ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Nova UK Holdco Limited

Registered number: SC700159

Annual Report

For the year ended 31 December 2024

NOVA UK HOLDCO LIMITED

COMPANY INFORMATION

Directors	S Faughnan
	H Kyle (resigned 26 June 2024)
	E Johnston
	J Luruena


Company secretary	Addleshaw Goddard (Scotland) Secretarial Limited


Registered number	SC700159


Registered office	Apex 3
	2nd Floor, Rear Office
	95 Haymarket Terrace
	Edinburgh
	EH12 5HD


Independent auditor	PricewaterhouseCoopers LLP
	Chartered Accountants & Statutory Auditors
	One Chamberlain Square
	Birmingham
	B3 3AX


Bankers	Bank of Scotland
	38 St Andrew Square
	Edinburgh
	EH4 3BJ


Solicitors	Addleshaw Goddard
	Exchange Tower
	19 Canning Street
	Edinburgh
	EH3 8EH

NOVA UK HOLDCO LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 5
Independent Auditor's Report	6 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Statement of Financial Position	11
Company Statement of Financial Position	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15 - 16
Consolidated Analysis of Net Debt	17
Notes to the Financial Statements	18 - 37

NOVA UK HOLDCO LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The Directors present their audited consolidated Strategic Report for the year ended 31 December 2024.

Business review

The Company does not trade externally but acts as an intermediate holding company.
The principal activity of the Company is the provision of online training services to the hospitality sector. The Company will continue to develop software products.
The company is in a strong financial position at 31 December 2024 with a cash balance of £231k.
Please see 'Financial key performance indicators' section below for a high-level understand of the business performance during the year
Within the current reporting period, the Group passed the small group threshold, hence Group financial statements have been prepared for both the current and prior year.

Principal risks and uncertainties

The activities of the subsidiary exposes the Group to a number of key financial risks including market risk, credit risk and liquidity risk. As the Company does not trade externally, its risks are limited to those in relation to the activities of the trading subsidiary (Flow Hospitality Training Limited) as well as risks associated with its external banking arrangements:
The principal risks and uncertainties that Flow Hospitality Training Limited face are:

∙The Company is highly exposed to the restaurant and hospitality sector, which by nature is cyclical, any deterioration of industry performance is likely to have an impact on the Company's financial outlook; and

∙Potential defects or problems with the Company's products or failure to provide services for the Company's customers could cause the Company's turnover to decrease, cause the Company to lose customers and damage the Company's reputation; and

∙The Company has a limited ability to protect its intellectual property rights, and others could obtain and use the Company's technology without authorisation; and

∙The Company may be exposed to significant liability if it infringes the intellectual property or propriety rights of others.

The Company has insurances, business policies and organisational structures to limit these risks and uncertainties. The Board of Directors and management regularly review, reassess and proactively limit the associated risks.
The Group's activities expose it to the financial risks of changes in foreign currency exchange rates. The Group monitors this position but does not ordinarily use foreign exchange forward contracts to hedge these exposures.
In order to maintain liquidity and ensure sufficient working capital within the subsidiary especially, the Group use a mixture of short and longer term funding.

- 1 -

NOVA UK HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators

The Group’s key measures of financial performance are turnover, EBITDA (earnings before interest, taxation, depreciation and amortisation), and profit after taxation.
Revenue
The Group’s total revenue was £12.3m in 2024 and £10.8m in 2023. The increase in total revenue for 2024 as compared to 2023 was £1.5m or 13.9%. This was driven by both new customers as well as cross-selling to existing customers.
EBITDA
The Group’s total EBITDA was £2.7m in 2024 and £2.3m in 2023. The increase in total EBITDA for 2024 as compared to 2023 was £0.4m or 17.4%. Increased revenues were offset by investment in the business, staff costs are the largest element of cost base and increased over the period.
Profit after taxation
The Group’s total profit after taxation was £1.57m in 2024 and £1.40m in 2023. The increase in total profit after taxation for 2024 as compared to 2023 was £0.17m or 12.1%. Less brought forward losses resulted in increased corporation tax payable, which dampened this KPI.

This report was approved by the board and signed on its behalf.

J Luruena

Director

Date: 26 September 2025

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NOVA UK HOLDCO LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the audited consolidated financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Annual report and the financial statements in accordance with applicable law and regulation.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law).

Under company law, 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 group and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to:

∙select suitable accounting policies and then apply them consistently;

∙state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the financial statements; and

∙make judgements and accounting estimates that are reasonable and prudent; and

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors are responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s transactions and disclose with reasonable accuracy at any time the financial position of the group and enable them to ensure that the financial statements comply with the Companies Act 2006.

The directors are responsible for the maintenance and integrity of the group’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors’ confirmations

In the case of each director in office at the date the directors’ report is approved:

∙so far as the director is aware, there is no relevant audit information of which the group’s auditors are unaware; and

∙they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group’s auditors are aware of that information.

Principal activities

The principal activity of the Company is that of a holding company.
The principal activity of the Group is the provision of online training services to the hospitality sector.

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NOVA UK HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Results and dividends

The profit for the year, after taxation, amounted to £1,569,344 (2023 - £1,403,490).

The Directors proposed the payment of £2,021,118 dividend in the current year (2023 - £300,000).

Directors

The Directors of the company who were in office during the year and up to the date of signing the financial statements, unless otherwise stated, were:

S Faughnan

H Kyle (resigned 26 June 2024)

E Johnston

J Luruena

Matters covered in the Strategic Report

As permitted by Section 414C(11) of the Companies Act 2006, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Group Strategic Report instead. These matters include a business review of the Group, principal risks and uncertainties and financial key performance indicators.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the Directors are aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the Directors have taken all the steps that ought to have been taken as Directors in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

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NOVA UK HOLDCO LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Post balance sheet events

1. Refinancing of Debt

The Group. secured new external debt facilities of £60m, which were utilised to fully repay existing historic bank debt. This refinancing was undertaken to enhance the Group’s financial stability, provide additional flexibility for future growth and a dividend distribution. The loan is due for repayment in full during February 2032. Interest only payments will be made until then.

2. Corporate Reorganisation

As part of the restructuring, the Group undertook a reorganisation of its corporate structure. This involved the transfer of shares of sister companies (Nova Investments SLU, Ideolys SAS & GetCompliant 2013 AB) to Nova UK Holdco Limited from Nova Group Sarl for a total consideration of £47m.

3. Capital Structure Changes

Nova UK Holdco Limited issued 4.7m new ordinary shares at a nominal value of £1 per share with a share premium value of £9 per share, which were used in exchange for the carrying value of the new subsidiaries.

A dividend was declared and paid upstream to facilitate the restructuring and support shareholder returns.

£30.5m of Nova UK Holdco Limited’s share premium was converted to distributable reserves in order to make these dividends.

Management has assessed these post balance sheet events and determined that they are non-adjusting events as they relate to conditions that arose after the reporting date. Accordingly, no adjustments have been made to the financial statements for the year ended 31st December 2024.

These transactions are disclosed to provide transparency to stakeholders regarding the Group’s financial position and ongoing strategic developments.

Independent auditors

The auditors, PricewaterhouseCoopers LLP, are appointment in accordance with section 485 of the Companies Act 2006.

The financial statements on pages 10 to 16 were approved by the Board of Directors on 26/9/25 and signed on its behalf by

J Luruena

Director

Date: 26 September 2025

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NOVA UK HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA UK HOLDCO LIMITED

Opinion

In our opinion, Nova UK Holdco Limited’s group financial statements and company financial statements (the “financial statements”):

∙give a true and fair view of the state of the group's and the company's affairs as at 31 December 2024 and of the group's profit and the group's cash flows for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated Statement of Financial Position and the Company Statement of Financial Position as at 31 December 2024; the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the Consolidated Statement of Cash Flows and the Consolidated Analysis of Net Debt for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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 group's and 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.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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NOVA UK HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA UK HOLDCO LIMITED (CONTINUED)

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

Responsibilities of the directors for the financial statements

As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 group’s and 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 group or the company or to cease operations, or have no realistic alternative but to do so.

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NOVA UK HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA UK HOLDCO LIMITED (CONTINUED)

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 auditors’ 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.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation and the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to to the posting of inappropriate journal entries and management bias within the determination of accounting estimates. Audit procedures performed by the engagement team included:

∙Enquiring with management and those charged with governance around potential litigation and regulations;

∙Reviewing minutes of meetings of those charged with governance;

∙Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, testing accounting estimates (because of the risk of management bias), and incorporating an element of unpredictability within our audit procedures.

∙Reviewing financial statement disclosures and testing to support documentation to assess compliance with laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

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NOVA UK HOLDCO LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOVA UK HOLDCO LIMITED (CONTINUED)

Use of this report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

∙we have not obtained all the information and explanations we require for our audit; or

∙adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

∙certain disclosures of directors’ remuneration specified by law are not made; or

∙the company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Aaron Hill (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Birmingham

26 September 2025

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NOVA UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	12,301,215	10,779,917
Cost of sales		(260,955)	(186,825)
Gross profit		12,040,260	10,593,092
Administrative expenses		(9,545,088)	(8,390,966)
Extraordinary items	5,28	103,777	-
Operating profit	6	2,598,949	2,202,126
Interest receivable and similar income	10	292,148	296,738
Interest payable and similar expenses	11	(816,397)	(782,699)
Profit before tax		2,074,700	1,716,165
Tax on profit	12	(505,356)	(312,675)
Profit for the financial year		1,569,344	1,403,490

There was no other comprehensive income for 2024 (2023: £Nil).

The notes on pages 18 to 37 form part of these financial statements.

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NOVA UK HOLDCO LIMITED

REGISTERED NUMBER: SC700159

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	15		-		1,113
Tangible assets	16		114,534		167,631
			114,534		168,744
Current assets
Debtors	19	8,754,301		8,882,062
Cash and cash equivalents	20	230,937		344,600
		8,985,238		9,226,662
Creditors: amounts falling due within one year	21	(5,076,600)		(4,167,858)
Net current assets			3,908,638		5,058,804
Total assets less current liabilities			4,023,172		5,227,548
Creditors: amounts falling due after more than one year	22		(8,999,482)		(9,736,475)
Provisions for liabilities
Deferred tax liability	25	-		(15,609)
			-		(15,609)
Net liabilities			(4,976,310)		(4,524,536)

Capital and reserves
Called up share capital	26	4,401,361	4,401,361
Share premium account	27	39,612,250	39,612,250
Merger reserve	27	(50,980,673)	(50,980,673)
Profit and loss account	27	1,990,752	2,442,526
Total equity		(4,976,310)	(4,524,536)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Luruena

Director

Date: 26 September 2025

The notes on pages 18 to 37 form part of these financial statements.

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NOVA UK HOLDCO LIMITED

REGISTERED NUMBER: SC700159

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024


	2024	2023
Note	£	£

Fixed assets
Investments	17		51,124,674		51,124,674
Current assets
Debtors	19	5,783,765		5,424,907
Creditors: amounts falling due within one year	21	(3,892,723)		(2,709,719)
Net current assets			1,891,042		2,715,188
Total assets less current liabilities			53,015,716		53,839,862

Creditors: amounts falling due after more than one year	22		(8,999,482)		(9,736,475)

Net assets			44,016,234		44,103,387

Capital and reserves
Called up share capital	26	4,401,361	4,401,361
Share premium account	27	39,612,250	39,612,250
Profit and loss account	27	2,623	89,776
Total equity		44,016,234	44,103,387

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and notes as it prepares group accounts. The Company's profit for the year was £1.93m.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

J Luruena

Director

Date: 26 September 2025

The notes on pages 18 to 37 form part of these financial statements.

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NOVA UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2023	4,401,361	39,612,250	(50,980,673)	1,339,036	(5,628,026)
Comprehensive income for the year
Profit for the year	-	-	-	1,403,490	1,403,490
Total comprehensive income for the year	-	-	-	1,403,490	1,403,490
Dividends: Equity capital (Note 13)	-	-	-	(300,000)	(300,000)

At 31 December 2023	4,401,361	39,612,250	(50,980,673)	2,442,526	(4,524,536)
Comprehensive income for the year
Profit for the year	-	-	-	1,569,344	1,569,344
Total comprehensive income for the year	-	-	-	1,569,344	1,569,344
Dividends: Equity capital (Note 13)	-	-	-	(2,021,118)	(2,021,118)
Total transactions with owners	-	-	-	(2,021,118)	(2,021,118)
At 31 December 2024	4,401,361	39,612,250	(50,980,673)	1,990,752	(4,976,310)

The notes on pages 18 to 37 form part of these financial statements.

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NOVA UK HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	4,401,361	39,612,250	(881,406)	43,132,205
Comprehensive income for the year
Profit for the year	-	-	1,271,182	1,271,182
Total comprehensive income for the year	-	-	1,271,182	1,271,182
Contributions by and distributions to owners
Dividends: Equity capital (Note 13)	-	-	(300,000)	(300,000)

At 31 December 2023	4,401,361	39,612,250	89,776	44,103,387
Comprehensive income for the year
Profit for the year	-	-	1,933,965	1,933,965
Total comprehensive income for the year	-	-	1,933,965	1,933,965
Dividends: Equity capital (Note 13)	-	-	(2,021,118)	(2,021,118)
At 31 December 2024	4,401,361	39,612,250	2,623	44,016,234

The notes on pages 18 to 37 form part of these financial statements.

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NOVA UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	1,569,344	1,403,490
Adjustments for:
Amortisation of intangible fixed assets	1,113	5,317
Depreciation of tangible fixed assets	63,491	60,490
Interest paid	816,397	782,699
Interest received	(292,148)	(296,738)
Taxation charge	505,356	312,675
(Increase)/decrease in debtors	(20,240)	35,439
Increase/(decrease) in creditors	845,605	(551,728)
Foreign exchange movements (gains)/losses recognised in P&L	(472,171)	-
Corporation tax (paid)/received	(803,999)	129,032
Net cash generated from operating activities	2,212,748	1,880,676

Cash flows from investing activities
Purchase of tangible fixed assets	(10,394)	(126,002)
Interest received	292,148	296,738
Intercompany loans issued	(431,034)	(2,436,756)
Intercompany loan receipts	862,069	-
Net cash generated from/(used in) investing activities	712,789	(2,266,020)
Cash flows from financing activities
New secured loans	-	644,291
Repayment of loans	(201,685)	(142,966)
Dividends paid	(2,021,118)	(300,000)
Interest paid	(816,397)	(782,699)
Net cash used in financing activities	(3,039,200)	(581,374)
Net decrease in cash and cash equivalents	(113,663)	(966,718)
Cash and cash equivalents at beginning of year	344,600	1,311,318
Cash and cash equivalents at the end of year	230,937	344,600

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NOVA UK HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

		2024	2023
		£	£

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	230,937	344,600
	230,937	344,600

The notes on pages 18 to 37 form part of these financial statements.

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NOVA UK HOLDCO LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2024

(i) Analysis of net debt

	At 1 January 2024	Cash flows	Repayment of loans	Other non-cash changes	At 31 December 2024
	£	£	£	£	£

Cash at bank and in hand	344,600	(113,663)	-	-	230,937
Debt due after 1 year	(9,736,475)	-	-	736,993	(8,999,482)
Debt due within 1 year	(1,070,283)	-	201,685	(264,822)	(1,133,420)
	(10,462,158)	(113,663)	201,685	472,171	(9,901,965)

The notes on pages 18 to 37 form part of these financial statements.

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NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Nova UK Holdco Limited (the 'Company') is a private company limited by shares, registered in Scotland. The Company's registered office address is Apex 3, 2nd Floor, Rear Office, 95 Haymarket Terrace, Edinburgh, EH12 5HD. The Company's registered number is SC700159.
The principal activity of the Group is the provision of online training services to the hospitality sector. The principal activity of the Company is that of a holding company.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The Group's functional and presentational currency is GBP. Monetary amounts in these financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

Within the current reporting period, the Group passed the small group threshold, hence Group financial statements have been prepared for both the current and prior year.
The consolidated financial statements present the results of Group and its own subsidiaries ("the Group") as they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of the business combinations using merger accounting. Under merger accounting, the results, the Statement of Financial Position and the cash flows of the Parent Company's subsidiaries were combined for the whole of the current and prior periods. No purchased goodwill was created in this transaction and the net assets and liabilities of the acquirees were not adjusted to reflect their market value. The cost of the investments has been recorded at the par value of shares issued.

- 18 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Going concern

The Directors, having made due and careful enquiry, are of the opinion that the Group has adequate working capital to execute its operations over the next 12 months. The Directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. In reaching conclusions on going concern the Directors have considered the future trading and cash flow position for the Company and its subsidiary.
As a result, the Directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income within 'other operating income'.

- 19 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the lease term.

2.7

Interest income

Interest income is recognised in the Consolidated Statement of Comprehensive Income using the effective interest method.

2.8

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Borrowing costs

All borrowing costs are recognised in the Consolidated Statement of Comprehensive Income in the year in which they are incurred.

- 20 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

- 21 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Intangible fixed assets

Intangible fixed assets are initially recognised at cost. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible fixed assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation is provided on the following bases:

				Research and development	-	20%	straight line
				Intellectual property	-	20%	straight line

2.13

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible fixed assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.14

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

				Leasehold improvements	-	20%	straight line
				Equipment	-	20%	straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

- 22 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to financial instruments meeting the criteria of Section 11. The provisions of Section 12 “Other Financial Instruments Issues” are used for financial instruments not meeting the criteria of Section 11.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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.

- 23 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

- 24 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.20

Financial instruments (continued)

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group'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.
In the opinion of the Directors, there are no significant judgements or key sources of material estimation
uncertainty that have been applied in the preparation of these financial statements.

- 25 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Online training services	12,301,215	10,779,917

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	11,260,339	9,992,131
Rest of Europe	395,298	295,162
Rest of the world	645,578	492,624
	12,301,215	10,779,917

5.	Extraordinary items
		2024	2023
		£	£

	Late filing penalties refund (Note 28)	103,777	-

Depreciation of tangible fixed assets	63,491	60,490
Amortisation of intangible fixed assets	1,113	5,317
Exchange differences	(172,276)	(74,021)

- 26 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Fees payable to the Group's auditors for the audit of the consolidated and Parent Company's financial statements	17,000	18,750
Fees payable to the Group's auditors in respect of:
The audit of the financial statements of the subsidiary undertaking	70,250	25,500
Taxation compliance services	-	8,750
All non-audit services not included above	-	24,600
	70,250	58,850

	The above fees are borne by the Parent Company’s subsidiary undertaking. No non-audit services have been provided to the Group or Company by their auditors.

8.	Employees
	Staff costs, including Directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	5,494,943	5,061,004
Social security costs	574,168	526,870
Other pension costs	92,947	110,153
	6,162,058	5,698,027

The average monthly number of employees, including the Directors, during the year was as follows:

	2024	2023
	No.	No.

Employees	96	106

The Parent Company has no employees other than the Directors, who are remunerated through other Group companies.

- 27 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

9.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	244,732	250,953
Group contributions to defined contribution pension schemes	3,964	4,653
	248,696	255,606

	During the year retirement benefits were accruing to 3 Directors (2023 - 3) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £112,402 (2023 - £105,221).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,321 (2023 - £2,201).

During the year, £15,000 was paid as settlement in lieu of notice.

10.	Interest receivable and similar income
		2024	2023
		£	£

	Interest receivable from group companies	292,148	286,331
	Other interest receivable	-	10,407

11.	Interest payable and similar expenses
		2024	2023
		£	£

Bank loan interest payable

816,397

782,699

- 28 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Corporation tax
Current tax on profits for the year	529,942	218,482
Adjustments in respect of previous periods	2,099	9,370

Total current tax	532,041	227,852

Deferred tax
Origination and reversal of timing differences	(26,685)	84,823
Total deferred tax	(26,685)	84,823


	Tax on profit	505,356	312,675

Profit before tax

2,074,700

1,716,166

Profit before tax multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	518,675	403,642
Effects of:
Income not taxable for tax purposes	(25,944)	-
Expenses not deductible for tax purposes	9,798	12,194
Fixed asset timing differences	825	(1,092)
Adjustments in respect of previous periods	2,099	(9,370)
RDEC	-	(9,195)
Deferred tax not recognised	(97)	(83,504)
Total tax charge for the year	505,356	312,675

Factors that may affect future tax charges

There are no other factors affecting future tax charges.

- 29 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

13.	Dividends
		2024	2023
		£	£

Dividends

2,021,118

300,000

14.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £1,933,965 (2023 - £1,271,182).

15.	Intangible fixed assets
	Group

	Intellectual property	Research & development	Total
	£	£	£
Cost
At 1 January 2024	4,445	520,658	525,103
At 31 December 2024	4,445	520,658	525,103
Accumulated amortisation
At 1 January 2024	3,897	520,093	523,990
Charge for the year	548	565	1,113
At 31 December 2024	4,445	520,658	525,103
Net book value
At 31 December 2024	-	-	-
At 31 December 2023	548	565	1,113

- 30 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Leasehold improvements	Equipment	Total
	£	£	£
Cost
At 1 January 2024	65,130	585,772	650,902
Additions	-	10,394	10,394
At 31 December 2024	65,130	596,166	661,296
Accumulated depreciation
At 1 January 2024	7,285	475,986	483,271
Charge for the year	11,761	51,730	63,491
At 31 December 2024	19,046	527,716	546,762
Net book value
At 31 December 2024	46,084	68,450	114,534
At 31 December 2023	57,845	109,786	167,631

17.	Investments

	Company

		Investments in subsidiary companies
		£
	Cost and net book value
	At 1 January 2024	51,124,674
	At 31 December 2024	51,124,674

- 31 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


18.	Subsidiary undertaking

	The following was a subsidiary undertaking of the Company:
	Name	Registered office	Class of shares	Holding

Flow Hospitality Training Limited

Apex 3, Haymarket Terrace, Edinburgh, EH12 5HD

Ordinary

100%

19.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

Due after more than one year
Amounts owed by group undertakings	869,949	869,949	-	-
	869,949	869,949	-	-
Due within one year
Trade debtors	1,388,672	1,536,458	-	-
Amounts owed by group undertakings	6,071,505	6,334,863	5,783,765	5,424,907
Other debtors	4,157	25,309	-	-
Corporation tax recoverable	286,656	14,698	-	-
Deferred taxation	11,076	-	-	-
Prepayments and accrued income	122,286	100,785	-	-
	8,754,301	8,882,062	5,783,765	5,424,907

Amounts owed by group undertakings within Debtors due within one year are unsecured and repayable
on demand. Out of the £6.07m, £2.6m bears interest at 7.35%, £0.6m bears interest at 6.68%, £0.5m bears interest at 1% and the residual balance of £2.37m is interest free.
Amounts owed by group undertakings included in Debtors due after more than one year are unsecured, bear interest at a variable rate with a minimum of 4%, and repayable by December 2028.

20.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	230,937	344,600	-	-

- 32 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank loans and overdrafts (Note 23)	1,133,420	1,070,283	1,133,420	1,070,283
Trade creditors	107,225	149,583	-	-
Amounts owed to group undertakings	1,873,138	321,367	2,759,303	1,639,436
Taxation and social security	456,369	391,291	-	-
Other creditors	509,411	545,657	-	-
Accruals and deferred income	997,037	1,689,677	-	-
	5,076,600	4,167,858	3,892,723	2,709,719

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

22.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Bank loans and overdrafts (note 23)	8,999,482	9,736,475	8,999,482	9,736,475

23.	Loans
	Analysis of the maturity of loans is given below:
		2024	2023
		£	£

Amounts falling due within one year
Bank loans	1,178,610	1,070,283
Amounts falling due 1-2 years
Bank loans	8,954,292	318,215
Amounts falling due 2-5 years
Bank loans	-	9,418,260
	10,132,902	10,806,758

The bank loan with Silicon Valley Bank was repaid in full in February 2025. A new loan of £60m was availed from Deutsche Bank which is repayable in bi-annual instalments and is due to be repaid by February 2032.
Interest is payable at varying rates and is subject to interest at 7.972% at the year end.

- 33 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

24.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Financial assets
Financial assets measured at amortised cost	869,949	869,949	-	-
Financial assets that are debt instruments measured at amortised cost	7,695,271	8,241,230	5,783,765	5,424,907
	8,565,220	9,111,179	5,783,765	5,424,907

	Financial liabilities
	Financial liabilities measured at amortised cost	(12,851,934)	(12,857,629)	(2,759,303)	(1,639,436)

Financial assets measured at amortised cost comprise long-term intercompany balances.
Financial assets debt instruments measured at amortised cost comprise trade and other debtors, amounts owed by group undertakings and cash and cash equivalents.
Financial liabilities measured at amortised cost comprise trade and other creditors, amounts owed to group undertakings, accruals and bank loans.

25.	Deferred tax liability
	Group

	2024	2023
	£	£

At beginning of year	(15,609)	69,214
Credited/(charged) to the Consolidated Statement of Comprehensive Income	26,685	(84,823)
At end of year	11,076	(15,609)

- 34 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

25.Deferred tax liability (continued)

The provision for deferred taxation, which is calculated based on a tax rate of 25% (2023 - 25%), is made up as follows:
	Group	Group
	2024	2023
	£	£

Accelerated capital allowances	(15,030)	(26,764)
Short term timing differences	26,106	11,155
	11,076	(15,609)

26.	Called up share capital
		2024	2023
		£	£

Allotted, called up and fully paid

4,401,361 (2023 - 4,401,361) Ordinary shares of £1.00 each	4,401,361	4,401,361

Each Ordinary share carries voting rights but no right to fixed income.

27.

Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Merger Reserve

The merger reserve represents the cumulative reserve movement arising from business combinations.

Profit and loss account

This reserve includes all current and prior years retained profits and losses net of any dividends paid.

28.	Contingent asset

During the financial year 2023 there were late filing penalties charged to the company in respect of VAT returns submitted late. A claim against HMRC in respect of some of the late submissions was raised and a settlement was reached in early 2024. As per the settlement the Directors received a refund of £104k in the current year.

- 35 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

29.	Pension commitments

The Group operates a defined contribution pension plan. The assets of the plan are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £92,947 (2023 - £110,153). Contributions totalling £17,033 (2023 - £17,180) were payable to the fund at the reporting date and are included in creditors.

30.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Land and buildings
Not later than 1 year	86,245	87,754
Later than 1 year and not later than 5 years	17,968	105,111
	104,213	192,865

31.	Related party transactions
	The Group has taken advantage of the exemption within FRS 102 not to disclose transactions entered into by two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

32.	Post balance sheet events

Subsequent to the year-end, the Group undertook a significant restructuring, which included refinancing, corporate reorganisation, and changes to the Group’s capital structure. The key elements of this restructuring are as follows:
1. Refinancing of Debt
The Group secured new external debt facilities of £60m, which were utilised to fully repay existing historic bank debt. This refinancing was undertaken to enhance the Group’s financial stability, provide additional flexibility for future growth and a dividend distribution. The loan is due for repayment in full during February 2032. Interest only payments will be made until then.
2. Corporate Reorganisation
As part of the restructuring, the Group undertook a reorganisation of its corporate structure. This involved the transfer of shares of sister companies (Nova Investments SLU, Ideolys SAS & GetCompliant 2013 AB) to Nova UK Holdco Limited from Nova Group Sarl for a total consideration of £47m.
3. Capital Structure Changes
Nova UK Holdco Limited issued 4.7m new ordinary shares at a nominal value of £1 per share with a share premium value of £9 per share, which were used in exchange for the carrying value of the new subsidiaries.

- 36 -

NOVA UK HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

32.Post balance sheet events (continued)

A dividend was declared and paid upstream to facilitate the restructuring and support shareholder returns.
£30.5m of Nova UK Holdco Limited’s share premium was converted to distributable reserves in order to make these dividends.
Management has assessed these post balance sheet events and determined that they are non-adjusting events as they relate to conditions that arose after the reporting date. Accordingly, no adjustments have been made to the financial statements for the year ended 31st December 2024.
These transactions are disclosed to provide transparency to stakeholders regarding the Group’s financial position and ongoing strategic developments.

33.	Controlling party

The Group's immediate parent undertaking is Nova Group S.a.r.l., a company registered in Luxembourg.
The ultimate parent undertaking is Eurazeo S.E, a company registered in France.
Nova Finance S.a.r.l., a company registered in Luxembourg, is the smallest and largest group for which consolidated financial statements are drawn up. The consolidated group financial statements can be requested from Nova Finance S.a.r.l., R.C.S. Luxembourg: B 254.822. 18 rue Dicks. L-1417. Luxembourg.
In the Directors' opinion, the ultimate controlling party is Mark Hastings by virtue of his shareholding and economic rights in the ultimate parent undertaking.

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