The directors present the strategic report for the year ended 31 December 2025.
The Group's long-term mission is to develop utility scale renewable energy and digital infrastructure projects using multi-technologies whilst supporting local communities. Combining a broad development and operational capability with a highly commercial approach, the Group aims to deliver long-term innovative solutions to energy problems and to provide superior returns for its investors.
At year end, under asset management agreements, the Group operated 88.8MWp of distribution network connected solar projects and had 52.5MWp of projects under construction.
The Group has a substantial pipeline of DNO and transmission connected projects in the UK at various stages of development that it is committed to bringing to maturity. In addition, it continues to pursue opportunities to acquire solar and energy storage projects to reinforce its existing portfolio.
The Group statement of financial position, as detailed in page 9, shows a net asset position of £68.0m (2024: £76.1m) at 31 December 2025.
The fair value of the Group's assets under construction increased in the year due to new data centre projects commencing development and other project progressions, offset by changes in UK power forecasts and the sale of Ducklington and Tolldish solar projects. They stand at £149.7m (2024: £141.5m) at year ended 31 December 2025 and includes a fair value adjustment of £125.4m (2024: £117.5m), as detailed in note 13.
The Group generated revenue of £0.9m (2024: £0.9m) during the year which comprises management and support services to customers relating to managed solar assets. Profit on disposal of operations of £23.0m (2024: £7.4m) is recognised below the operating loss section in the statement of comprehensive income.
Administration costs decreased by 9.4% compared to the prior year to £19.1m (2024: £21.1m) but a significant one off cost of £10.9m was incurred for the impairment of goodwill on the previous acquisition of Innova Renewables Developments Limited, which is in the process of being wound down. Additionally, new borrowing facilities were entered into to support the growth strategy of the business, resulting in increased borrowing costs of £8.6m (2024: £7.4m). The Group ended the year in a loss position after tax of £16.1m (2024: £19.7m).
During the year the Company paid dividends of £nil (2024: £nil).
The Group will continue to progress its project portfolio through the various phases of development, financing, construction, and operations.
In the ordinary course of the business, the Group is exposed to and manages a variety of risks in relation to its activities including financial risk.
The management of credit, interest rate, liquidity and currency risks is fundamental to the Group, with the board of directors having responsibility for the overall system of internal control and for reviewing its effectiveness.
The key areas of risk in relation to the use of financial instruments are listed below and are properly addressed by the management of the Group:
Credit risk: Losses due to the inability or unwillingness of a customer to meet its obligations. This is mitigated by the Group and Company entering into long-term agreements with HM Government and other creditworthy counterparties for the purchase of the electricity to be generated by its projects.
Liquidity risk: Failure to meet financial obligations in a timely and cost-effective manner due to mismatches in the maturity profile of assets and liabilities. The Group has several lines of credit and prepares periodic cash flow forecasts to anticipate its future cash commitments.
Currency and interest rate risk: Adverse movements in interest and exchange rates that will result in a decrease in the value of foreign currency assets or an increase in the value of foreign currency liabilities and volatility in the value of interest rates to pay to lenders. This is mitigated by entering into foreign exchange hedging agreements with financial institutions for the purchase of major components used in construction and, where possible, fixed interest rate agreement with lenders.
Power price volatility risk: Adverse movement in energy prices will result in project valuations decreasing and may result in projects becoming unattractive to investors and facility providers. To mitigate this the Group seeks out power purchase agreements for electricity generated at project sites. This allows the Group to manage future price volatility and investor expectations.
Grid connection reform: The Group is exposed to regulatory change as part of the UK's grid connections regime reform, including changes to the timing and prioritisation of grid connections. These changes could affect the timing, cost and/or viability of certain projects and may therefore impact the Group's development programme, investment requirements and future revenues. Management actively monitors developments in the UK's grid connections regime and engages with relevant network operators and other stakeholders.
The financial statements have been prepared on the going concern basis, which assumes that the Group and Company will continue to operate for the foreseeable future.
At 31 December 2025, the Group has net current liabilities of £29.2m (2024: £76.2m) and net assets of £68.0m (2024: £76.1m).
During the year the Group ceased its divestment programme to ISG Renewables Limited for distribution network projects and successfully refocused the sale of projects to other market participants. This realised £23.0m of sales in 2025 and £35.4m so far in 2026 across both transmission connected utility scale battery sites and DNO connected sites which will provide further funding to support group activities.
The liabilities of the Group include £91.4m of loans of which £36.6m was due within one year. In September 2026, the Group undertook a refinancing activity with its lenders and major creditors. The repayment dates of the CH1 loan facility have been extended by one year with the option to extend for a further three, reducing the interest rate, and releasing its security. Innova Renewables NG Holdings Limited also raised a new secured facility of £9.9m (£6.4m has been drawn).
The directors confirm that they have complied with the requirements of Companies Act 2006. Based on the assessment they have made of the Group’s financial situation, which includes reviewing cash flow forecasts to ensure the Group has the ability to meet its liabilities as they fall due; they have a reasonable expectation that the Group and company have adequate resources to continue as a going concern for a period of at least 12 months from the date of signing of these financial statements.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
Dividends paid during the year amounted to £nil (2024: £nil). The directors do not recommend payment of a final dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The company did not make any disclosable political donations in the current year.
Refer to note 27 for detail of significant events after the reporting period.
We have audited the financial statements of Innova Capital Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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.
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 parent 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.
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 auditor's 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.
Extent to which the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.
Our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS 102 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
We considered the journals posted to the financial statements as part of our risk review of fraud.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
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. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 15 to 41 form part of these financial statements.
The notes on pages 15 to 41 form part of these financial statements.
The notes on pages 15 to 41 form part of these financial statements.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit after tax for the year was £0.4m (2024: £0.8m).
The notes on pages 15 to 41 form part of these financial statements.
The notes on pages 15 to 41 form part of these financial statements.
The notes on pages 15 to 41 form part of these financial statements.
The notes on pages 15 to 41 form part of these financial statements.
Innova Capital Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3rd Floor, St George's House, 13-14 Ambrose Street, Cheltenham, GL50 3LG.
The group consists of Innova Capital Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.
The financial statements have been prepared under the historical cost convention, modified to include assets under construction at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Innova Capital Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is measured at the fair value of consideration received or receivable, net of discounts and value added taxes. Turnover includes revenues earned from the rendering of services, including the provision of management and support services and financial transaction services.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
Freehold land and assets in the course of construction are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
Assets under construction whose fair value can be measured reliably and which achieved certain project milestone criteria are held under the revaluation model and are carried at a revalued amount, being their fair value at the date of valuation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. The fair value of the projects is usually considered to be their market value which has determined using a discounted cash flow method. The discounted cash flow assumptions were developed by management and have been scrutinised, by a third party advisor, against available market data.
Where subsidiary entities hold project development costs as work in progress prior to invoicing to the project SPV and the group also hold the projects under construction, all project development costs are treated as part of the assets under construction, in line with their treatment once they have been invoiced.
Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in profit or loss or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in profit or loss.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the group has a long-term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
By the end of these phases, construction can begin, with the assets then classified as assets in construction.
Development costs are capitalised using management's assessment of the likelihood of a successful outcome from each project.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
Group relief is charged on the surrender of tax losses between group companies at a rate of 75% of the tax value.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Management assess each project to identify indicators of impairment of the work in progress. Factors taken into consideration in reaching such a decision include the economic viability of the project resulting from access to land, grid and obtaining necessary consents.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:
The Group assessed the fair value of assets under construction based on assumptions of the external advisor, Forvis Mazars LLP. Due to the make up of the Group's portfolio, some later stage projects could be valued based on discounted cash flows and compared to readily available market data. However, the majority of the Group's portfolio is made up of early stage projects which have less comparable market data and a higher degree of uncertainty. The advisors used a similar market approach to get a valuation for the early stage projects and applied project specific weightings to account for development and commercial risks. The assumptions used in the discounted cash flow models include:
an inflation rate of 3.5% from 2025 to 2030, and 2.25% after 2030; and
an assumed asset life of 40 years.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
Included in wages and salaries is £226,810 (2024: £13,438) of termination payments.
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Total carried forward losses for tax purposes at the end of the year was £52.7m (2024: £40.7).
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Following the acquisition of Innova Renewables Developments Limited in 2023 the trade and activities of the business were transferred to Innova Renewables Limited during 2025 with the company currently in the process of being wound down. As such an impairment loss has been recognised on the goodwill created during the initial acquisition.
More information on impairment movements in the year is given in note 11.
As at year ended 31 December 2025 the fair valuation of project costs within assets under construction amounted to £125.4m (2024: £117.5m). The carrying amount of revalued assets at year ended 31 December 2025 was £24.4m (2024: £24.5m). The increase in fair valuation resulted from ten new data centre projects commencing development along with other project progressions, offset by changes in UK power forecasts and project sales. The number of projects valued at year end were thirty seven (2024: thirty four).
During 2025 the Group sold four DNO and four Transmission connected projects. The projects had assets under construction of £7.2m at sale and a fair value of £21.3m. These amounts are included within disposals and the fair value has been removed from the revaluation reserve.
Fair value measurements
FRS 102 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets and liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following three levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; and
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
The determination of what constitutes 'observable' requires judgement by the Group. The Group considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The only assets held at fair value are the assets under construction related to renewable energy and digital infrastructure projects held by the Group companies. These have been fair valued at the year end and will be at each future reporting date. The Group's assets under construction have been classified within level 3 as the assets are not regularly traded and contain unobservable inputs.
On 5 June 2025 Innova Renewables Holdings Limited acquired an additional 549,428 A1 Ordinary shares in ISG Renewables Limited for £340,096.
On 11 November 2025 Innova Renewables Holdings Limited acquired a further 234,476 A1 Ordinary shares in ISG Renewables Limited for £225,331, resulting in a 5.25% shareholding in ISG Renewables Limited.
On 10 July 2025, the company disposed of its investment in Innova Wrexham Property Holdings Limited.
Details of the company's subsidiaries at 31 December 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The group also has significant holdings in undertakings which are not consolidated:
Please refer to the related party note for further details on the amounts owed from related parties.
Included within other debtors is a balance of £4.8m (2024: £4.8m) due in over one year. The balance is a put option entered into by Innova Renewables Limited. The option requires Innova Renewables Limited to purchase all of the shares held by Cygnet Renewables Limited in Innova Renewables Holdings Limited and related loan interest at a point in the future. The asset in other debtors calculated at 31 December 2025 was £4.8m (2024: £4.8m). A similar creditor has been recognised within accruals.
Please refer to the related party note for further details on the amounts owed to related parties.
Within accruals is a liability for a put option entered into by Innova Renewables Limited. The option requires Innova Renewables Limited to purchase all of the shares held by Cygnet Renewables Limited in Innova Renewables Holdings Limited and related loan interest at a point in the future. The present value of the liability calculated at 31 December 2025 was £5.4m (2024: £5.0m).
Loan facilities
Innova Renewables NG Holdings Limited - CH1 facility
Innova Renewables NG Holdings Limited opened a new secured term loan facility of up to £50m. The facility is secured through fixed and floating charges over the whole of the assets and undertakings of the company. Interest accrues at an average rate of 13% per annum and is payable on a semi annual basis on 30 June and 31 December. The balance at 31 December 2025 was £25.3m (2024: £23.3m). In September 2025 the facility was renegotiated and the repayment dates were extended by one year.
Innova Renewables NG Holdings Limited - CH1 facility refinance
In September 2026 the facility was renegotiated with the following changes made, (i) the interest rate was reduced to 0%, (ii) the repayment dates were extended by one year with the option to extend for a further three, and (iii) the fixed and floating charge was released.
A new senior secured loan facility of up to £9.9m was provided with £6.4m drawn from the facility. The new loan facility has a one year term and is secured through fixed and floating charges over the whole of the assets and undertakings of the company. The facility includes a 13% redemption premium payable at redemption.
Innova Renewable Holdings Limited - Cygnet loan notes
As part of the acquisition of Innova Energy II Limited from Cygnet Renewables Limited the company issued £13.4m of loan notes to Cygnet Renewables Limited on 19 March 2024. Cygnet Renewables Limited redeemed £0.7m of this balance through cash payments in 2025 (2024: £0.7m).
IR DNO Limited - TP Leasing Limited & Secured Fixed Income PLC facility
IR DNO Limited renegotiated its secured term loan facility in June 2025, increasing the total available facility up to £55m. Interest charged was increased to 10% per annum and is payable on a quarterly basis, and the repayment date is June 2028.
The balance outstanding at 31 December 2025 was £51.3m (2024: £39.7m). The facility was secured through charges over the Investments held by (i) IR DNO and any future shares held in IR DNO's subsidiaries, (ii) Innova Renewables NG Holdings Limited, and (iii) Innova Renewables Limited and some of its subsidiaries.
Innova Capital Limited - Loan note facility
Innova Capital authorised a £4.0m unsecured loan note facility in October 2025 of which £2.8m loan notes were issued in 2025. Interest accrues at 15% per annum and is payable on a semi annual basis on 30 June and 31 December and is repayable in October 2026. An extension of the facility for a further year is currently being negotiated.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The company has two class of ordinary shares that hold full rights regarding voting, payment of dividends and distributions, ordinary A and ordinary B shares.
On 5 January 2024 the company issued 77 new ordinary B shares with a nominal value of £0.01. The consideration received in exchange of these shares was £0.77.
On 23 August 2024 the company subdivided its ordinary shares and ordinary B shares into 300,000 and 7,700 respectively. The nominal value of each share was reduced to £0.0001.
On 23 August 2024 when there were 300,000 ordinary shares, the designation of 150,000 shares was changed to ordinary A shares. The other 150,000 ordinary shares were changed to ordinary B shares.
On 23 August 2024 when there were 7,700 ordinary B shares, 3,850 shares were designated as ordinary A shares. Both ordinary A and B shares convey the right to a vote and to dividend payments. The shares do not confer the right to redemptions.
In October 2024 the company created the new ordinary share classes C1, C2, D1, D2, E1, E2, F1, F2 and G2. These share classes have no rights with regard to voting but are entitled to a dividend once valuation hurdles per the employee incentive agreements have been reached. The shares are related to a new long term incentive plan for senior management. A total of 174,625 shares each with a nominal value of £0.0001 each were issued across the new share classes.
In October 2025 the company bought back a total of 12,537 C1,D1, E1 and F1 shares relating to the long term incentive plan. In November 2025 a further 14,816 shares were purchased from the same classes.
Transfers made during the year relate to the reclassification of the purchase of additional shares in majority owned subsidiaries from Equity reserve to Profit and loss reserves.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Amounts contracted for but not provided in the financial statements:
These figures are related to the maximum cancellation liability for National Grid attributable works once project construction work commences, however it is anticipated that all projects will proceed successfully through to operations and any monies paid would be refunded to the company.
On 09 September 2026 Innova Renewables Limited (i) issued 6,786,375 warrants over 1,670,596 Ordinary B shares in exchange for £104,412 and 5,115,779 Ordinary C shares in exchange for £511,578, and (ii) split each Ordinary and Ordinary A shares of 1p into 2,000 Ordinary shares of £0.000005 each.
During February to April 2026 IR DNO Limited sold its shares in Blythe House Solar Farm Limited, Lains Farm Solar Limited, Lower Farm Solar and Battery Storage Limited, Milton Farm Solar Limited, Moreton Morrell Solar Limited, Preston Farm Solar Limited & South Lynch Solar Limited and IR DNO Midco Limited sold its shares in Bedworth Solar Limited to Uniper Se.
In September 2026 Innova Renewables NG Holdings Limited renegotiated its CH1 loan facility, extending repayment dates by one year with the option to extend for a further three, reducing the interest rate, and releasing its security. Innova Renewables NG Holdings Limited also raised a new secured facility of £9.9m (£6.4m has been drawn).
During the year the group entered into the following transactions with related parties:
The following amounts were outstanding at the reporting end date:
The following amounts were outstanding at the reporting end date:
Other related parties are made up of entities with common directors and shareholders to the group entities and the transactions disclosed are common and simple in nature. Key management personnel category is made up of transactions with directors of group companies.
Transactions with related parties were done at market rate and are repayable on demand. The amounts outstanding at 31 December 2025 are unsecured and do not attract interest.
The group has taken advantage of the exemption from disclosing details of transactions entered into between two or more members of a group, where the parties to the transactions are wholly owned subsidiary undertakings of that group.
The following companies are exempt from the requirements relating to the audit of individual accounts due to the issue of parent company guarantee under section 479A of the Companies Act 2006 relating to subsidiary companies:
Company No. Company Name
09430162 Innova Property Limited
13165520 Carn Nicholas Holdings Limited
14919053 Lower Farm Holdings Limited
14840659 Innova Estates Limited
15442373 Legacy Holdings Limited
09428798 NSD4 Limited
09430089 NSD5 Limited
15466782 Cromer Holdings Limited
16618813 Novus RS Midco 1 Limited
16618883 Wildwood Hideaways Limited