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Registered number: 10738861
NOVA WEALTH HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
TWP ACCOUNTING LLP
Chartered Accountants & Statutory Auditors
The Old Rectory
Church Street
Weybridge
Surrey
KT13 8DE
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NOVA WEALTH HOLDINGS LIMITED
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COMPANY INFORMATION
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NOVA WEALTH HOLDINGS LIMITED
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2025
The directors present their report and the financial statements for the year ended 30 April 2025.
The directors who served during the year were:
Directors' responsibilities statement
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The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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NOVA WEALTH HOLDINGS LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
We are immensely proud to report on a period of significant growth for the NOVA Group in our Full Year 2025 (FY25) results. Our rigorous focus delivering on our business plan over the past two years, since our rebrand from Octopus Wealth, has yielded exceptional results, transforming operational discipline into impressive business expansion.
Our trading subsidiary, NOVA Wealth Ltd, concluded FY25 with £5.5 million in revenue, representing a substantial 70% year-over-year increase, with its current monthly revenue run rate annualising at over £7 million. This robust performance is mirrored in strong client acquisition, now serving nearly a thousand families, alongside nearly £300 million in organic inflows over the last two years, doubling annual inflows in the past year alone.
In our technology business, we have also made significant progress, further validating our proprietary technology platform and enabling impressive operational leverage by expanding revenue and our customer base with only a minimal increase in headcount. This efficiency has been significantly bolstered by the rapid adoption of AI tooling which we have developed and implemented across the business, demonstrating the strategic value of technology in transforming operations and enhancing client outcomes in the financial advice industry.
This year also saw the launch of our employee share scheme, empowering NOVA employees to become owners in our collective success, which we believe is a fundamental pillar in helping us build the right kind of long term business. As a B-Corp, this is an important part of our commitment to our people and making NOVA a world-class place to work.
Looking ahead, NOVA is strategically positioned to build on this strong foundation. Plans for FY26 include further accelerating growth, expanding our subsidiary's adviser network, and further developing our digital advice capabilities within our technology business to deliver ever greater efficiencies within our financial planning business.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The auditors, TWP Accounting LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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NOVA WEALTH HOLDINGS LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board on 22 August 2025 and signed on its behalf.
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NOVA WEALTH HOLDINGS LIMITED
REGISTERED NUMBER:10738861
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BALANCE SHEET
AS AT 30 APRIL 2025
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Investments in subsidiaries
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 August 2025.
The notes on pages 5 to 11 form part of these financial statements.
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NOVA WEALTH HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
Nova Wealth Holdings Limited is a company incorporated in the United Kingdom under the Companies Act. The Company is a private company limited by shares and is registered in England and Wales. The address of the registered office is 20 Farringdon Street, London, EC4A 4AB.
The principal activity of the Company during the year was that of a holding company, with the subsidiaries being Nova Wealth Ltd and Nova Wealth Technologies Ltd.
The functional currency of Nova Wealth Holdings Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates. The financial statements are also presented in pounds sterling.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:
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Critical accounting judgements and key sources of estimation uncertainty
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In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates, and assumptions about the carrying amounts 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 year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years.
The Directors believe that there were no critical judgements during the year in the process of applying the Company’s accounting policies.
There was one key source of estimation uncertainty.
The carrying value of the investment in the Subsidiary was evaluated to determine if the carrying value of the asset was more than its recoverable amount, and it was determined that no impairment was indicated during the year.
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NOVA WEALTH HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
2.Accounting policies (continued)
These financial statements have been prepared using the going concern basis of accounting.
In spite of challenging market conditions, particularly those related to the global market impact of US trade tariffs in the first quarter of 2025, the Subsidiary has continued its trajectory of strong customer and revenue growth from the prior year.This has been evidenced by the fact that the Subsidiary has grown its assets under management by around 150% in the last two years, and the Directors expect that this level of growth will continue to accelerate throughout FY26 and into the future as the Subsidiary approaches profitability. The Subsidiary has a recurring revenue base derived from a diverse collection of individual fee agreements linked to Assets Under Management and a strong distribution capability.
As the Company only acts as a holding company for the investment in the Subsidiary and Nova Wealth Technologies Ltd, with no material operating costs, the Company does not anticipate any issues with covering expenses as they fall due in the next 12 months and into the future. If required, there is additional ongoing financial support through a further Directors loan facility of £1m which is available to the Company to ensure any liabilities can be paid when they fall due.
With a view to the prevailing economic conditions, the Directors are satisfied that there is no material uncertainty leading to a significant doubt in this regard and that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
Tax is recognised in profit or loss 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 balance sheet date in the countries where the Company operates and generates income.
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Directors’ Remuneration and Transactions
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The Directors received no remuneration in relation to services to the Company. The Directors are remunerated by Nova Wealth Ltd with no charge provided to the Company.
At the balance sheet date, retirement benefits were accruing to no Directors (2024: nil) in respect of defined contribution pension schemes.
At the balance sheet date, there was an outstanding director loan of £2,549,986 (2024: £1,299,997).
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NOVA WEALTH HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
2.Accounting policies (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 Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans 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.
Finance costs are charged to profit or loss 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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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The average monthly number of employees, including directors, during the year was 5 (2024 - 5).
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NOVA WEALTH HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
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The Directors performed an impairment assessment as detailed in the critical judgements in note 1, and it was determined that no impairment was necessary on the investment in Nova Wealth Ltd during the current year.
During the period the company acquired a further 600,000 £0.01 ordinary shares in Nova Wealth Ltd for £1 per ordinary share.
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Amounts owed by group undertakings
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Cash and cash equivalents
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NOVA WEALTH HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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The shareholder loan reflects an amount owed to Octopus Capital Limited. In the year ended 30 April 2024, the shareholder loan balance formed part of a commercial transaction with Octopus Capital Limited’s ultimate parent, Octopus Group Holdings Limited. Following this, the balance has been classified to an amount falling due after 1 year, given there are no repayments due until 1 May 2027. From the 1 May 2023 the interest is currently being accrued on a straight-line basis in line with FRS 102.
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NOVA WEALTH HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
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720,000 A Ordinary shares of £0.000001 (2024 - £0.01) each
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1,920,000 (2024 - 192) B Ordinary shares of £0.000001 (2024 - £0.01) each
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960,000 (2024 - 96) Hurdle shares of £0.000001 (2024 - £0.01) each
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9,280,000 (2024 - 928) Deferred shares of £0.000001 (2024 - £0.01) each
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Alloted,called-up and unpaid
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720,000 (2024 - 72) A Ordinary shares of £0.000001 (2024 - £0.01) each
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1,920,000 (2024 - 192) B Ordinary shares of £0.000001 (2024 - £0.01) each
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960,000 (2024 - 96) Hurdle shares of £0.000001 (2024 - £0.01) each
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9,280,000 (2024 - 928) Deferred shares of £0.000001 (2024 - £0.01) each
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The holders of A Ordinary, B Ordinary, and Hurdle shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the company. Called-up share capital represents the nominal value of shares that have been issued.
During the prior year the Company redesignated 72 ordinary shares to 72 A Ordinary shares, 928 ordinary shares to 928 Deferred shares, 48 B Ordinary shares to 48 Hurdle shares and issued 48 Hurdle shares to one of its Directors.
During the year the Company subdivided 72 £0.01 A Ordinary shares to 720,000 £0.000001 A Ordinary shares, 192 £0.01 B Ordinary shares to 1,920,000 £0.000001 A Ordinary shares, 928 £0.01 Deferred shares to 9,280,000 £0.000001 Deferred shares and 96 £0.01 Hurdle shares to 960,000 £0.000001 Hurdle shares.
The Company did not declare any dividends (2024: nil).
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Profit and loss account
The profit and loss account represents cumulative profits and losses.
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NOVA WEALTH HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
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Related party transactions
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IIn line with paragraph 33.1A of FRS 102, the company did not disclose transactions with wholly owned Group companies wherein any subsidiary undertaking which is a party to the transactions is a wholly owned by a member of the Group.
Nova Wealth Holdings Limited has a shareholder loan with Octopus Capital Limited. In the year ended 30 April 2024, the shareholder loan balance formed part of a commercial transaction with Octopus Capital Limited’s ultimate parent, Octopus Group Holdings Limited. This loan remains outstanding at the balance sheet date. See notes 8 for further details on the shareholder loan balance.
At the balance sheet date, the company owed an amount of £2,549,986 (2024: £1,299,997) to one of the directors. This loan is interest free.
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During the year, the company granted share options under an approved EMI scheme to selected employees at Nova Wealth Limited. These options are subject to time-based vesting. No charge has been recognised in the profit and loss account in respect of any of the options that vested during the year.
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Ultimate Parent Undertaking and Controlling Party
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In the opinion of the Directors the ultimate controlling parties of this entity are the shareholders.
The auditors' report on the financial statements for the year ended 30 April 2025 was unqualified.
The audit report was signed on 22 August 2025 by Paul Hawksley FCA, CTA, MAAT (Senior Statutory Auditor) on behalf of TWP Accounting LLP.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. The audit work has been undertaken so that Auditors' might state to the company’s members those matters the Auditors' are required to state in an auditor’s report and for no other purpose. To the fullest extent permitted by law, TWP Accounting LLP will not accept or assume responsibility to anyone other than the company and the company’s members as a body, for the audit work, for the Independent Auditors' Report, or for the opinions formed.
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