REGISTERED NUMBER: 11610200 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Noveba Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

6

Report of the Independent Auditors

9

Income Statement

13

Other Comprehensive Income

14

Balance Sheet

15

Statement of Changes in Equity

16

Cash Flow Statement

17

Notes to the Cash Flow Statement

18

Notes to the Financial Statements

19

DIRECTORS:

Mr M Lasmanis

Mr G Marjevskis

REGISTERED OFFICE:

71-75 Shelton Street

Covent Garden

London

WC2H 9JQ

REGISTERED NUMBER:

11610200 (England and Wales)

AUDITORS:

M Georghiades & Associates

Chartered Certified Accountants &

Statutory Auditors

130A Darkes Lane

Potters Bar

Hertfordshire

EN6 1AF

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS & FUTURE DEVELOPMENT

Noveba has been granted authorisation as an Authorised E-Money Institution in August 2019. The business went through it's start-up phase for which they have tested the IT systems, establishing further integrations and onboardings with the partner financial institutions as well as preparation for launch of the services to the clients.The company had to face the pandemic period of COVID-19 and the consequences of it which it have delayed the launch and have slowed the previously anticipated growth of the clients. Additionally, the United Kingdom's departure from the EU and the phasing out of EU-wide passporting has made the company to review and amend its EU strategy and research alternative solutions to entry to the EU markets.

The company still has a list of milestones to be reached before it can provide its potential clients with the intended full spectrum of payment services. This is, naturally, a paramount strategic plan for the next 24 months as indicated below:

1. Vision Statement

To be a sustainable and reputable provider of diverse payment services with a focus on stable financial technology, creative product approach and personalised customer care.

2. Strategic Priorities for 2025-2028

The main strategic priorities for Noveba are as follows:

i) Market Leadership in BaaS: Strengthen our position as a Banking-as-a-Service (BaaS) provider by

delivering customizable, scalable, and secure solutions. Establish a prominent presence in expanding and lucrative EU markets (namely, Spain) via the Noveba's own subsidiary in Spain, that is seeking authorisation from the Bank of Spain as an electronic money issuer.

ii) Corporate Customer-Centric Innovation: Design financial products tailored to evolving customer needs, emphasizing creativity and accessibility.

iii) Technology Improvement: Invest in updating Noveba's core banking system continuous enhancement. Strategically evaluate adopting AI-assisted processes and tools in the firm's operations.

3. Operational Objectives:

Increase exposure and networking among the target client audiences.

Appointment of 2 non-executive directors in October 2025: as Noveba continues to grow in operational scale, two NEDs have been appointed to ensure there is sufficient independent oversight over the company's operations.

a) Serhiy Yahnych is Noveba's new team member to be in charge of the capital markets and the "bond project" and he can be an asset in terms of certain mentoring/knowledge transfer to Noveba.

b) Patrick Swint is an serial investor/mentor from the US, who is a resident in the UK and can assist Noveba with the wealth of industry connections and high-profile networking.

New Services

i) Launching a bond instrument issuance programme, this will enable Noveba to source capital for further expansion of products and services.

ii) Starting a corporate lending programme, where Noveba would be able to provide loan-based financing for corporate clients.

iii) Continue development and roll out new services for corporate customers in the niches that so far have been occupied predominantly by large corporate finance institutions.

iv) Horizon scanning

Maintain and continuously improve robustness of compliance (AML, CTF, anti fraud) systems and controls in line with the ever-growing challenges in regulatory, geopolitical and economical landscape.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is required to manage a broad array of risks including, but not limited to, technology risk, operational risk, and liquidity risk. The process of risk identification and management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Directors' approval and on- going review by management. Compliance with regulation, legal and ethical standards is a high priority for the Company, and the Directors have put in place an appropriate governance structure to monitor this. The Company manages its liquidity through detailed cash flow forecasts; these include foreseeable revenue projections, normally recurring operational costs and known capital expenditure requirements.

During the pandemic period Covid-19, Noveba had to monitor very closely the impact of the Covid-19 pandemic on its development plans and the targets of acquiring new customer base, and quickly identify potential liquidity and other risks as markets reacted to prolonged lockdown and other isolation measures. The Company is working within a highly regulated industry; such regulation is felt through a network of compliance requirements from national regulators, payment schemes, card schemes, and banking partners all of whom monitor closely the financial health of all market participants.

In Consequences of the COVID-19 pandemic, in management's view, will not have a negative effect on the continuity of the business.

a) Financial risk management objectives and policies of the company including the policy for hedging each major type of forecasted transaction for which hedge accounting is used; and

b) the exposure of the company to price risk, credit risk, liquidity risk and cash flow risk; unless such information is not material for the assessment of the assets, liabilities, financial position and profit or loss of the company.

Financial risk factors

The Company is exposed to the following risks from its use of financial instruments:

" Credit risk

" Liquidity risk

" Market risk

The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the Company's activities.

(i) Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash in flows from financial assets on hand at the reporting date.

(ii) Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities.

(iii) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodities' prices will affect the Company's income or the value of its holdings of financial instruments.

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. Borrowings issued at variable rates expose the Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. The Company's management monitors the interest rate fluctuations on a continuous basis and acts accordingly.

Sensitivity analysis

Any increase/(decrease) in interest rates will have a small effect on results and equity of the Company, because, all financial instruments are fixed rate or pegged to LIBOR/EURIBOR with fixed margin.Strengthening or weakening against the relevant currency, there would be an equal and opposite impact on the profit/loss and other equity.This analysis assumes that all other variables, in particular interest rates, remain constant.

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the Company's functional currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US Dollar (USD$) and the Euro (€). The Company's management monitors the exchange rate fluctuations on a continuous basis and acts accordingly.

Price volatility risk

The company is exposed to price volatility in the commodities market. The company monitors the market through reliable specialised sources and local market consultants on a daily basis; makes the market trend analysis based on its experience; fixes prices through the all supply chain; diversifies the markets.

EMPLOYEES

It is the policy of the Company's to encourage and develop all members of staff to realise their maximum potential. Wherever possible, vacancies are filled from within the Company and adequate opportunities for internal promotion are created. The Board is committed to a systematic training policy and has a comprehensive training and development programme creating the opportunity for employees to maintain and improve their performance and to develop their potential to a maximum level of attainment. In this way, staff will make their best possible contribution to the organisation's success. The Company supports the principle of equal opportunities in employment and opposes all forms of unlawful or unfair discrimination on the grounds of race, age, nationality, religion, ethnic or national origin, sexual orientation, gender or gender reassignment, marital status or disability. It is also the policy of the Company, where possible, to give sympathetic consideration to disabled persons in their application for employment with the Company and to protect the interests of existing members of the staff who are disabled.

SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies have been applied consistently for all the years presented in these financial statements and in stating the financial position of the Company.

Finance income

Finance income includes loan interest income which is recognised based on an accrual basis and foreign exchange differences.

Finance expenses

Interest expense and other borrowing costs are recognised to profit or loss using the effective interest method.

Foreign currency translation

(i) Functional and presentation currency

Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Great Britain Pounds (GBP£), which is the Company's functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

USE OF ESTIMATES AND JUDGMENTS

The financial statements have been prepared in accordance with accounting reporting requirements of the Financial Reporting Standards 102 ("FRS102") and the Statutory Requirements of the Companies Act 2006 as applicable in the UK. These financial statements which have been prepared under the historical cost convention requires from Management the exercise of judgement, to make estimates and assumptions that influence the application of accounting principles and the related amounts of assets and liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at that time. Actual results may deviate from such estimates.

The estimates and underlying assumptions are revised on a continuous basis. Revisions in accounting estimates are recognised in the period during which the estimate is revised, if the estimate affects only that period, or in the period of the revision and future periods, if the revision affects the present as well as future periods.

Functional and presentation currency

The financial statements are presented in Great Britain Pounds (GBP£) which is the functional and presentation currency of the Company.

ENVIRONMENTAL POLICY

The Board acknowledges that environmental protection is one of the company's business responsibilities. It aims for a continuous improvement in the company's environmental performance and to comply with all relevant regulations.

Also the Board does not consider that this line of business has a large adverse impact upon the environment. As a result the company does not manage its business by reference to any environmental key performance indicators.The company seeks to maintain a high proportion of its records electronically and of the paper it does use, over 80% of its paper consumption is recycled through the use of recycling bags.

COMPANY'S POLICY ON PAYMENTS OF CREDITORS

The company's current policy concerning the payment of trade creditors is to:

-settle the terms of payments with the suppliers when agreeing the terms of each transaction;

-ensure that suppliers are made aware of the payments by inclusion of the relevant terms in contracts; and

-pay in accordance with company's contractual and other legal obligations.

ON BEHALF OF THE BOARD:

Mr G Marjevskis - Director

25 November 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Background

Noveba Limited is a company limited by shares, registered in England and regulated by the Financial Conduct Authority as an Authorised E-Money Institution.

The directors' goal is to present a balanced and comprehensive review of the development and performance of the Company's business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties that the Company faces.

Branches

The company operates a branch in Estonia. Branch Details: Noveba Limited Eesti Filiaal, Reg. Number: 14700540, Registered address: Vesivärava tn 50, Tallinn, Harju maakond, 10152, ESTONIA.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of The principal activity of the company continued to be that of the development and provision of an e-wallet payment system.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The Company continues to improve its technology in order to keep it on par with the leading fintech industry developments as well as develop and expand its product range, while the number of customers continues to grow. While the issues associated with Covid 19 have not yet diminished, the Company continues to watch this very carefully.

ONGOING CONFLICTS

The ongoing Russia - Ukraine conflict - This ongoing conflict has resulted in going concern becoming a significant risk. The United States and Europe have avoided direct military conflict with Russia amid its conflict with Ukraine. They have however used a set of financial sanctions to limit Russia's access to financial resources. The impact of the sanctions may result in difficulties for the company to operate. Neither Noveba Limited nor the owners are currently on the sanctions list at the time of this report, however this may change as the situation changes.

The ongoing Israel - Gaza and Middle East conflict

The ongoing Israel - Gaza conflict has resulted in no major impact to cause significant operational risks and that the company continues to assess the nature and extent of any risks and uncertainties arising from these events.

DIRECTORS

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

Mr M Lasmanis

Mr G Marjevskis

ENVIRONMENTAL POLICY

The Board acknowledges that environmental protection is one of the company's business responsibilities. It aims for a continuous improvement in the company's environmental performance and to comply with all relevant regulations.

Also, the Board does not consider that this line of business has a large adverse impact upon the environment. As a result, the company does not manage its business by reference to any environmental key performance indicators. The company seeks to maintain a high proportion of its records electronically and of the paper it does use, over 80% of its paper consumption is recycled through the use of recycling bags.

Noveba Limited aims to be aware at all times of its social and ethical impact on the environment, climate changes and society in general. To this end, Noveba Limited will continue to review ways it can reduce its carbon footprint and impact on the environment and work in a sustainable manner and in any other ways that might affect climate changes. The company will treat all employees and stakeholders fairly and ethically, and the company will look to source and partake in Socially Responsible Investments.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES - CORONAVIRUS (COVID-19)

Covid -19 (coronavirus) has caused a serious shock to the global economy Noveba Limited is not alone in this. The Bank of England has announced that it could prove sharp and large but should temporary ', however the immediate consequences of this shock have been a great source of uncertainty for many business. The management of Noveba Limited recognised the fast changing situation and adhere to it. With all of its resources to keep moving the business.

BREXIT

The Company need to continue to assess the nature and extent of risks and uncertainties arising from Brexit. The UK and EU are still within negotiations as to how the future trading relationship will operate after the transition period has ended. The conclusion of those discussions and subsequent agreements may impact on the future performance and position of the business including its solvency, liquidity and going concern. As such, appropriate disclosures should be given as part of the reporting requirements within the Strategic Report/Directors' Report.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is required to manage a broad array of risks including, but not limited to, technology risk, operational risk, and liquidity risk. The process of risk identification and management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Directors' approval and on- going review by management. Compliance with regulation, legal and ethical standards is a high priority for the Company, and the Directors have put in place an appropriate governance structure to monitor this. The Company manages its liquidity through detailed cash flow forecasts; these include foreseeable revenue projections, normally recurring operational costs and known capital expenditure requirements.

The company it's working very closely on its development plans and the targets of acquiring new customer base, and quickly identify potential liquidity and other risks as markets reacted to prolonged lockdown and other isolation measures. The Company is working within a highly regulated industry; such regulation is felt through a network of compliance requirements from national regulators, payment schemes, card schemes, and banking partners all of whom monitor closely the financial health of all market participants.

In Consequences of the COVID-19 pandemic, in management's view, will not have a negative effect on the continuity of the business.

IMPACT ON COVID-19 AND GOING CONCERN

We draw your attention to the notes of the financial statements, which describes the Company's assessment of the COVID-19 impact on its ability to continue as a going concern. The Company have explained that the events arising from the COVID-19 outbreak do not impact its use of the going concern basis of preparation nor do they cast significant doubt about the Company's ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.

The spread of coronavirus (COVID-19) is having a disrupting effect on global markets, staffing, supply chains, and general business operations. Whilst the outbreak was initially focussed in China, it has spread across a significant number of countries worldwide.

As such, the Company should assess the nature and extent of risks and uncertainties arising from the coronavirus. In doing so, the Company should consider what disclosures should be included within the Directors' Report, where relevant.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The company's current policy concerning the payment of trade creditors is to:

-settle the terms of payments with the suppliers when agreeing the terms of each transaction;

-ensure that suppliers are made aware of the payments by inclusion of the relevant terms in contracts; and

-pay in accordance with company's contractual and other legal obligations.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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). 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;

-	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.

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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company's auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company's auditor is aware of that information.

AUDITORS

The auditors, M Georghiades & Associates, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr M Lasmanis - Director

25 November 2025

Opinion

We have audited the financial statements of Noveba Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 December 2024 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 and the Report of the Directors, 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 eight, 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:

We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research and application of cumulative audit knowledge.

We determined the principal laws and regulations relevant to the company in this regard to be those arising from the Companies Act 2006, Financial Reporting Standards 102 ("FRS102").

We designed our audit procedures to ensure the audit team considered whether there are any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to enquiries of management and review of minutes.

We also identified the risks of material misstatements of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that potential for management bias, none of these were identified during our audit work. We have addressed this by examining and reviewing post year end sales and post year end cash book transactions and discussions made with the management.

For our audit of the Finanial Statements of Noveba Limited for the year ended 31st December 2024, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but were not limited to: the testing of journals,; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulations. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occuring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

Mr Marios Georghiades, FCCA FMAAT (Senior Statutory Auditor)

for and on behalf of M Georghiades & Associates

Chartered Certified Accountants &

Statutory Auditors

130A Darkes Lane

Potters Bar

Hertfordshire

EN6 1AF

25 November 2025

TURNOVER

48,186

587,671

Administrative expenses

1,152,247

575,928

(1,104,061

)

11,743

Other operating income

1,297,697

46,219

OPERATING PROFIT

5

193,636

57,962

Interest payable and similar expenses

6

57,046

37,274

PROFIT BEFORE TAXATION

136,590

20,688

Tax on profit

7

82

1,086

PROFIT FOR THE FINANCIAL YEAR

136,508

19,602

PROFIT FOR THE YEAR

136,508

19,602

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

136,508

19,602

FIXED ASSETS

Intangible assets

8

83,865

81,504

Tangible assets

9

641,318

643,353

Investments

10

2,586

2,586

727,769

727,443

CURRENT ASSETS

Debtors

11

248,957

802,523

Cash at bank

24,733,576

528,961

24,982,533

1,331,484

CREDITORS

Amounts falling due within one year

12

24,798,011

684,500

NET CURRENT ASSETS

184,522

646,984

TOTAL ASSETS LESS CURRENT LIABILITIES

912,291

1,374,427

CREDITORS

Amounts falling due after more than one year

13

480,553

1,079,197

NET ASSETS

431,738

295,230

CAPITAL AND RESERVES

Called up share capital

16

301,257

301,257

Retained earnings

17

130,481

(6,027

)

SHAREHOLDERS' FUNDS

431,738

295,230

The financial statements were approved by the Board of Directors and authorised for issue on 25 November 2025 and were signed on its behalf by:

Mr G Marjevskis - Director

Mr M Lasmanis - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

301,257

(25,629

)

275,628

Changes in equity

Total comprehensive income

-

19,602

19,602

Balance at 31 December 2023

301,257

(6,027

)

295,230

Changes in equity

Total comprehensive income

-

136,508

136,508

Balance at 31 December 2024

301,257

130,481

431,738

Cash flows from operating activities

Cash generated from operations

1

25,445,167

(30,166

)

Interest paid

(57,046

)

(37,274

)

Other

(1,103,297

)

415,261

Net cash from operating activities

24,284,824

347,821

Cash flows from investing activities

Purchase of intangible fixed assets

(6,435

)

(4,899

)

Purchase of tangible fixed assets

(9,118

)

(4,539

)

Purchase of fixed asset investments

-

(2,586

)

Other

-

14,808

Net cash from investing activities

(15,553

)

2,784

Cash flows from financing activities

Amount introduced by directors

-

64,656

Amount withdrawn by directors

(64,656

)

-

Net cash from financing activities

(64,656

)

64,656

Increase in cash and cash equivalents

24,204,615

415,261

Cash and cash equivalents at beginning of year

2

528,961

113,700

Cash and cash equivalents at end of year

2

24,733,576

528,961

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

Profit before taxation

136,590

20,688

Depreciation charges

16,000

13,781

Finance costs

57,046

37,274

209,636

71,743

Decrease/(increase) in trade and other debtors

750,888

(802,881

)

Increase in trade and other creditors

24,484,643

700,972

Cash generated from operations

25,445,167

(30,166

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

24,733,576

528,961

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

528,961

119,335

Bank overdrafts

-

(5,635

)

528,961

113,700

3.	ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

528,961

24,204,615

24,733,576

528,961

24,204,615

24,733,576

Debt

Debts falling due after 1 year

(607,802

)

547,456

(60,346

)

(607,802

)

547,456

(60,346

)

Total

(78,841

)

24,752,071

24,673,230

1.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company'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.

2.	STATUTORY INFORMATION

Noveba 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.

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 GBP£.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Related party exemption

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 related entities.

Provisions

Provisions (ie./ liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

Creditors

Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of twenty five years.

Tangible fixed assets

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

Freehold property

-

1% on cost

Fixtures and fittings

-

20% on reducing balance

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, 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

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.

Equity instruments

Equity instruments issued by the company 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 company.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assetsand liabilities are offset when the company has 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.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit

Going concern

As at the year end the company had net assets of £431,738 (2023: £295,230). The company is supported by the directors and by related parties. As at the year end 31 December 2024 the amounts due to the directors were £nil (2023: £64,656) and the amount due to related parties were £29,732 (2023: £nil).

In addition the company has paid AML Compliance fees amounting to £111,756 (2023: £45,855) to Alphecca Limited, a company under common control.

The directors have confirmed that balances due to them and related parties under their control are correct and will not be called whilst this may damage the interests of other creditors and for this reason the accounts have been prepared on a going concern basis of accounting.

Impairment of fixed assets and financial assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

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.

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 hadno 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.

Impairment of financial assets

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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

Classification of financial liabilities

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 company after deducting all of its liabilities.

Basic financial 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.