REGISTERED NUMBER: 09137156 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 March 2025

for

Noor Capital UK Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Statement of Directors' Responsibilities

6

Report of the Independent Auditors

7

Profit and loss and Statement of Comprehensive Income

11

Balance Sheet

12

Statement of Changes in Equity

13

Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

W Ahmed

S Bajwa

Dr A E M Zamzam Al Ali

F H I H Galadari

REGISTERED OFFICE:

Berkeley Square House 2nd Floor

Berkeley Square

Mayfair

London

W1J 6BD

REGISTERED NUMBER:

09137156 (England and Wales)

INDEPENDENT AUDITORS:

Sawin & Edwards LLP Statutory Auditors

Studio 16

Cloisters House

8 Battersea Park Road

London

SW8 4BG

The directors present their strategic report for the year ended 31 March 2025.

Noor Capital UK Limited is an FCA authorised matched principal intermediary for a range of investment types focusing on professional clients.

REVIEW OF BUSINESS

The key financial and other performance indicators during the year were as follows:

2025

2024

Change %

£

£

Turnover

1,511,729

1,109,452

+ 36

Profit/(loss) for the year

232,230

257,320

-10

Equity shareholders' funds

1,262,750

1,030,520

+ 23

The company's performance in 2025 reflects a clear strategic improvement, building on the internal restructuring and operational enhancements undertaken during the previous year. Turnover increased by 36% to £1,511,729 (2024: £1,109,452), driven by higher income from client trading activity. This strong growth in top-line revenue indicates rising client engagement and an expanding market share.

The company continued to deliver healthy profitability, with profit after tax for the year ended 31 March 2025 amounting to £232,230. This result demonstrates continued improved operational efficiency and strong underlying performance, reflecting the effectiveness of the company's refined strategy and streamlined operations.

Equity shareholders' funds increased by 23% to £1,262,750 (2024: £1,030,520), primarily reflecting retained earnings. This growth further strengthens the company's financial position and enhances its capacity to support future investment and expansion.

Looking ahead, management remains highly optimistic. With a strengthened operational framework, a growing revenue base, and a demonstrated ability to navigate evolving market conditions, the company is well-positioned to capitalise on emerging opportunities. The positive momentum achieved in 2025 provides a strong foundation for continued sustainable growth and long-term value creation for shareholders.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company are from increased competition and regulatory requirements.

The company is also exposed to risk in a number of areas including primarily client dealings, funds held at liquidity provider and operational risks. The directors have identified ways in which risk can be monitored and mitigated in a cost effective way.

SECTION 172(1) STATEMENT

The company firmly believes in fair treatment of its employees, suppliers, and customers. The management take keen interest in ensuring that in all its procedures, policies, dealings, and decision making the due fairness and honesty toward all stakeholders is reflected and practiced.

In the period ended 31 March 2025, none of the management decisions discussed or made, had any specific consequences to the firm's employees.

Noor Capital UK Limited is an FCA regulated firm and thoroughly follows its compliance requirements to ensure that the interest of firm's clients is always upheld to the standard expected and beyond. Likewise, we understand the importance of suppliers and how fairness to them is beneficial to all involved.

Although the firm's activities do not have any further implications for the community or the environment, as responsible members of society the directors are fully aware of their responsibilities in this regard.

ON BEHALF OF THE BOARD:

W Ahmed - Director

18 June 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2025.

FUTURE DEVELOPMENTS

Senior management is confident in the company's resilience and believes it is well-positioned to exceed current performance benchmarks. This outlook is grounded in a clear understanding of the challenges facing the business and a proactive approach to addressing them. A series of strategic measures have already been implemented to reinforce operational stability and maintain strong results. Looking ahead, leadership remains committed to investing the necessary resources to achieve key objectives and drive sustainable growth, reflecting a strong dedication to the company's long-term success.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

W Ahmed

S Bajwa

Other changes in directors holding office are as follows:

M Ghosheh - resigned 27 November 2024

Dr H A A A Alhasawi - appointed 27 November 2024 - resigned 7 March 2025

Dr A E M Zamzam Al Ali - appointed 10 March 2025

F H I H Galadari was appointed as a director after 31 March 2025 but prior to the date of this report.

M Al Zoubi ceased to be a director after 31 March 2025 but prior to the date of this report.

FINANCIAL INSTRUMENTS

See note 21 of the financial statements.

DIRECTORS' INDEMNITIES

The Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

Under section 487(2) of the Companies Act 2006, Sawin & Edwards LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar whichever is earlier.

ON BEHALF OF THE BOARD:

W Ahmed - Director

18 June 2025

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 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.

Opinion

We have audited the financial statements of Noor Capital UK Limited (the 'company') for the year ended 31 March 2025 which comprise the Profit and loss and Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Financial Statements, including a summary of 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon.

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.

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 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 the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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

-	the 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Discussions were held with the directors with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:

- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, FCA regulations, Tax and Pension legislations.

- It is considered that there are no laws and regulations for which non-compliance may be fundamental to the operating aspects of the business.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

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 a Report of the Auditors 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.

Witold Sawin (Senior Statutory Auditor)

for and on behalf of Sawin & Edwards LLP Statutory Auditors

Studio 16

Cloisters House

8 Battersea Park Road

London

SW8 4BG

18 June 2025

TURNOVER

4

1,511,729

1,109,452

Cost of sales

(710,446

)

(434,501

)

GROSS PROFIT

801,283

674,951

Administrative expenses

(497,323

)

(341,760

)

OPERATING PROFIT

6

303,960

333,191

Interest receivable and similar income

5,096

6,954

PROFIT BEFORE TAXATION

309,056

340,145

Tax on profit

7

(76,826

)

(82,825

)

PROFIT FOR THE FINANCIAL YEAR

232,230

257,320

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

232,230

257,320

FIXED ASSETS

Intangible assets

8

-

179

Tangible assets

9

7,501

7,556

Investments

10

-

1

7,501

7,736

CURRENT ASSETS

Debtors

11

1,590,406

2,643,911

Cash at bank

1,724,856

1,280,030

3,315,262

3,923,941

CREDITORS

Amounts falling due within one year

12

(2,060,013

)

(2,901,157

)

NET CURRENT ASSETS

1,255,249

1,022,784

TOTAL ASSETS LESS CURRENT LIABILITIES

1,262,750

1,030,520

CAPITAL AND RESERVES

Called up share capital

14

1,000,000

1,000,000

Retained earnings

15

262,750

30,520

SHAREHOLDERS' FUNDS

1,262,750

1,030,520

The financial statements were approved by the Board of Directors and authorised for issue on 18 June 2025 and were signed on its behalf by:

S Bajwa - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 August 2023

1,000,000

(226,800

)

773,200

Changes in equity

Total comprehensive income

-

257,320

257,320

Balance at 31 March 2024

1,000,000

30,520

1,030,520

Changes in equity

Total comprehensive income

-

232,230

232,230

Balance at 31 March 2025

1,000,000

262,750

1,262,750

Cash flows from operating activities

Cash generated from operations

18

451,236

598,639

Tax paid

(7,597

)

-

Net cash from operating activities

443,639

598,639

Cash flows from investing activities

Purchase of tangible fixed assets

(3,910

)

(7,758

)

Sale of fixed asset investments

1

-

Interest received

5,096

6,954

Net cash from investing activities

1,187

(804

)

Increase in cash and cash equivalents

444,826

597,835

Cash and cash equivalents at beginning of year

19

1,280,030

682,195

Cash and cash equivalents at end of year

19

1,724,856

1,280,030

1.	GENERAL INFORMATION

The company's dealing platform, dealing orders and transactions with its clients are all carried out in US$. However the company's operations are run from its UK offices and all the company's costs are incurred in £Sterling. Surplus cash balances are also held in £ Sterling. As these indicators give a mixed result and the functional currency is not obvious, management have used their judgement to choose the currency that most faithfully represents the economic effects of transactions, events and conditions in which the company operates. Management have therefore decided to use £ Sterling as the functional and also the presentational currency.

The Board of directors has authorised the issue of these financial statements on the date of the statement as set out on page 12.

Reporting period

The company changed its financial year-end in the previous year from 31 July 2024 to 31 March 2024 to align with the parent company's year end.The comparative period is for a period of 8 months compared to 12 months in the current period.

2.	STATUTORY INFORMATION

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Preparation of consolidated financial statements

The financial statements contain information about Noor Capital UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Turnover

Turnover consists of commission received and represents the value of services supplied by the company. Turnover is measured at the fair value of the consideration received or receivable.

Intangible assets

Website, dealing platform and software have been capitalised at cost. Amortisation has been provided over three years to write off the assets over its estimated useful life.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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

Taxation

Current tax is recognised for the amount of corporation tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred tax assets are only 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.

Leasing commitments

Rentals paid under operating leases are charged to the profit and loss account, on a straight line basis over the lease term.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like other debtors and creditors. Financial assets and liabilities are recognised when the company becomes a party to the contractual provisions of the instruments.

Debtors and creditors

Basic financial assets and liabilities, including other debtors and creditors, are initially recognised at transaction price, 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. Such assets and liabilities are subsequently carried at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents are represented by cash in hand and at bank.

Going concern

After reviewing the company's forecasts and projections which covers a period of twelve months from the date the accounts are approved , the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

1.8.23

Year Ended

to

31.3.25

31.3.24

£

£

Commission received

1,511,729

1,109,452

1,511,729

1,109,452

5.	EMPLOYEES AND DIRECTORS

Period

1.8.23

Year Ended

to

31.3.25

31.3.24

£

£

Wages and salaries

216,200

162,000

Social security costs

14,630

19,009

Other pension costs

3,708

2,705

234,538

183,714

The average number of employees during the year was as follows:

Period

1.8.23

Year Ended

to

31.3.25

31.3.24

Management

2

2

Administration

1

2

3

4

The only Key Management Personnel compensation is directors' remuneration amounting to £153,000 (2024: £98,250).

Period

1.8.23

Year Ended

to

31.3.25

31.3.24

£

£

Directors' remuneration

153,000

98,250

6.	OPERATING PROFIT

The operating profit is stated after charging:

Period

1.8.23

Year Ended

to

31.3.25

31.3.24

£

£

Depreciation - owned assets

3,965

2,884

Dealing platform and software amortisation

179

5,275

Statutory audit fees

11,000

9,500

Audit-related assurance services

4,400

3,900

Taxation compliance services

600

600

Foreign exchange differences

2,494

9,220

Operating lease rental

68,592

33,371

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

Period

1.8.23

Year Ended

to

31.3.25

31.3.24

£

£

Current tax:

UK corporation tax

76,826

7,597

Deferred tax

-

75,228

Tax on profit

76,826

82,825

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.8.23

Year Ended

to

31.3.25

31.3.24

£

£

Profit before tax

309,056

340,145

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

77,264

85,036

Effects of:

Capital allowances in excess of depreciation

(438

)

-

Depreciation in excess of capital allowances

-

276

Corporation tax rate adjustment/marginal relief

-

(2,487

)

Total tax charge

76,826

82,825

8.	INTANGIBLE FIXED ASSETS

Dealing

platform

and

Website

software

Totals

£

£

£

COST

At 1 April 2024

and 31 March 2025

3,845

90,599

94,444

AMORTISATION

At 1 April 2024

3,845

90,420

94,265

Amortisation for year

-

179

179

At 31 March 2025

3,845

90,599

94,444

NET BOOK VALUE

At 31 March 2025

-

-

-

At 31 March 2024

-

179

179

9.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 April 2024

29,630

Additions

3,910

At 31 March 2025

33,540

DEPRECIATION

At 1 April 2024

22,074

Charge for year

3,965

At 31 March 2025

26,039

NET BOOK VALUE

At 31 March 2025

7,501

At 31 March 2024

7,556

10.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

1

Disposals

(1

)

At 31 March 2025

-

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

1

The company had a wholly owned subsidiary, HOB Financials Limited, a company incorporated in England and Wales on 22 May 2023. HOB Financial Limited year end was 31 March and the company was dormant. The company was struck off on 30 July 2024.

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other debtors

1,553,820

2,511,947

Prepayments and accrued income

36,586

131,964

1,590,406

2,643,911

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Tax

76,826

7,597

Social security and other taxes

6,632

8,085

Other creditors

1,956,138

2,862,176

Accrued expenses

20,417

23,299

2,060,013

2,901,157

13.	LEASING AGREEMENTS

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

2025

2024

£

£

Within one year

66,658

61,103

Between one and five years

61,103

-

127,761

61,103

14.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

100,000

Ordinary shares

£10

1,000,000

1,000,000

15.

RESERVES

Retained

earnings

£

At 1 April 2024

30,520

Profit for the year

232,230

At 31 March 2025

262,750

16.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.