Company registration number 11680780 (England and Wales)
OMEGA BAAP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
OMEGA BAAP LIMITED
CONTENTS
Page
Directors' report
1
Balance sheet
2
Statement of changes in equity
3
Notes to the financial statements
4 - 12
OMEGA BAAP LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present their annual report and financial statements for the period ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of a multi-currency digital banking platform.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

David Manasyan
Sergey Rossman
Statement of directors' responsibilities

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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; and

- 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 of disclosure to auditor

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.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
David Manasyan
Sergey Rossman
Director
Director
2 April 2026
OMEGA BAAP LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 2 -
31 December 2024
30 November 2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
4
1,046,058
821,125
Tangible assets
5
4,032
3,569
1,050,090
824,694
Current assets
Debtors
6
58,957
44,255
Cash at bank and in hand
685,631
579,585
744,588
623,840
Creditors: amounts falling due within one year
7
(606,674)
(273,868)
Net current assets
137,914
349,972
Total assets less current liabilities
1,188,004
1,174,666
Creditors: amounts falling due after more than one year
8
(359,748)
(795,557)
Net assets
828,256
379,109
Capital and reserves
Called up share capital
15,336
14,690
Share premium account
2,320,451
1,821,097
Equity reserve
844,602
-
0
Profit and loss reserves
(2,352,133)
(1,456,678)
Total equity
828,256
379,109

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 2 April 2026 and are signed on its behalf by:
David Manasyan
Sergey Rossman
Director
Director
Company registration number 11680780 (England and Wales)
OMEGA BAAP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
Share capital
Share premium account
Equity reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 30 November 2023:
Balance at 1 December 2022
13,676
1,322,112
697,565
(1,704,616)
328,737
Year ended 30 November 2023:
Profit and total comprehensive income
-
-
-
247,938
247,938
Other movements
1,014
498,985
(697,565)
-
(197,566)
Balance at 30 November 2023
14,690
1,821,097
-
0
(1,456,678)
379,109
Period ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(895,453)
(895,453)
Issue of convertible loan
-
-
844,602
-
844,602
Other movements
646
499,354
-
-
500,000
Balance at 31 December 2024
15,336
2,320,451
844,602
(2,352,131)
828,258
OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
1
Accounting policies
Company information

OMEGA BAAP LIMITED is a private company limited by shares incorporated in England and Wales. The registered office is 44 Southampton Buildings, London, England, WC2A 1AP.

1.1
Reporting period

The company has extended its accounting reference period from 12 months to 13 months, with the current reporting period ending on 31 December 2024 (previous period: year ended 30 November 2023). The change was authorised by the Board of Directors for commercial reasons. In accordance with FRS 102, the comparative figures presented in these financial statements relate to a different length of reporting period and are therefore not directly comparable with those of the current period.

1.2
Basis of preparation

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

1.3
Going concern

A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

In determining whether the Company's financial statements can be prepared on a going concern basis, the directors have considered all the factors likely to affect its future development, performance and financial position.

The directors have approved the forecast for 2025 for the Company in the light of current business prospect.

The directors have prepared detailed cash flow projections for the year ended 31 December 2025, based on key assumptions, which directors consider to be severe but plausible in the current uncertain economic environment. The directors have considered the assumptions made and consider the forecast reasonable and realistic considering market and economic uncertainty. Based on these projections and current trading prospect, the directors consider the Company will continue to operate within its resources for a period of at least 12 months from the date of approval of these financial statements and hence that the use of the going concern basis is appropriate.

1.4
Revenue

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -

The company recognises revenue from the following major sources:

- Transaction fee

- Subscription fee

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

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 are recover able.

Transaction fee

Transaction fees are recognized as revenue at the point in time when the underlying transactions occur. Such fees are charged to customers in accordance with the terms of the applicable agreement.

Subscription fee

Subscription fees are charged to customers in accordance with the applicable customer agreement and the specific product selected. Fees vary depending on the subscription type. Subscription fees are billed monthly.

Customers are permitted to cancel the subcription at any time, subject to a short notice period.

1.5
Research and development expenditure

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.

1.6
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
10 years straigh line
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings
Straight line over 3 years
Computers
Straight line ove 3 years

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 credited or charged to profit or loss.

1.8
Impairment of fixed assets

At each reporting period end date, the company 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.

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.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
1.10
Financial instruments

The company 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 company's balance sheet 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 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.

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 paymen ts 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. A m ounts 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.

1.11
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.12
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.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 8 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

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 profit and loss account, 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 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.

1.14
Employee benefits

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.

1.15
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.16
Leases
As lessee

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 lease s asset are consumed.

2
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.

OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 9 -
Key sources of estimation uncertainty

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.

Bad debt provision

The preparation of the financial statements requires management to make judgements in estimating the recoverability of trade receivables. The bad debt provision is based on management’s assessment of expected recoverability, taking into account the ageing of receivables, historical loss experience, customer‑specific circumstances and current economic conditions. Actual outcomes may differ from these estimates.

Useful economic lives of tangible and intangible assets

The annual depreciation and amortisation charge for tangible and intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets.

3
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2024
2023
Number
Number
Total
4
3
4
Intangible fixed assets
Development costs
£
Cost
At 1 December 2023
1,202,828
Additions
398,399
At 31 December 2024
1,601,227
Amortisation and impairment
At 1 December 2023
381,703
Amortisation charged for the period
173,466
At 31 December 2024
555,169
Carrying amount
At 31 December 2024
1,046,058
At 30 November 2023
821,125
OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 10 -
5
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 December 2023
4,505
5,023
9,528
Additions
1,348
-
0
1,348
At 31 December 2024
5,853
5,023
10,876
Depreciation and impairment
At 1 December 2023
4,505
1,454
5,959
Depreciation charged in the period
243
642
885
At 31 December 2024
4,748
2,096
6,844
Carrying amount
At 31 December 2024
1,105
2,927
4,032
At 30 November 2023
-
0
3,569
3,569
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
38,765
38,765
Other debtors
10,798
1,074
Prepayments and accrued income
9,394
4,416
58,957
44,255
7
Creditors: amounts falling due within one year
2024
2023
£
£
Bank loans and overdrafts
8,405
7,286
Other borrowings
11,361
11,361
Trade creditors
54,227
17,705
Taxation and social security
6,124
4,005
Other creditors
400,070
166,586
Accruals and deferred income
126,487
66,925
606,674
273,868
OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
8
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Convertible loans
-
0
758,286
Other borrowings
322,477
-
0
Other creditors
37,271
37,271
359,748
795,557

In December 2023, the Company received a subordinated loan from a director amounting to £310,074 (20 23: £nil). The loan is unsecured and is subordinated to all senior creditors of the Company.

The loan is repayable after a period of five years from the date of advance. Early repayment of the loan is prohibited unless expressly approved by the Financial Conduct Authority (FCA).

Interest is charged at an effective interest rate of 4% per annum and is recognised using the effective interest method. No amounts are repayable within one year.

During the year, the Company had outstanding convertible loan notes issued under the Future Fund framework. On 11 December 2024, the Company formally notified a conversion event in accordance with the Future Fund reporting framework.

As part of the associated equity raise, the terms of the notification expressly provided for the conversion of the outstanding loan notes, together with accrued interest of £844,602, into equity. Accordingly, the carrying value of the convertible loan notes and accrued interest was reclassified from liabilities to equity on that date.

At the reporting date, no convertible loan notes were outstanding.

9
Equity reserves

On 11 December 2024, following a formal conversion event under the Future Fund framework, the outstanding convertible loan notes and accrued interest of £844,602 were converted into ordinary share capital of £711 and share premium of £843,891. The transaction was accounted for as an equity transaction and no gain or loss was recognised.

Although the statutory registers and related legal documentation were updated after the reporting date due to the completion of administrative and legal formalities, the conversion was effective before the end of the financial reporting period. Accordingly, the convertible loan notes and any accrued interest were treated as equity.

10
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

OMEGA BAAP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
10
Audit report information
(Continued)
- 12 -
Opinion

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 loss for the period 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.

Senior Statutory Auditor:
Muhammad Salar Arain FCCA
Statutory Auditor:
MUS Accountants Limited
Date of audit report:
6 April 2026
11
Controlling party

There is no ultimate controlling party.

12
Prior period adjustment
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
Analysis of the effect upon equity
Share capital
-
1,014
Share premium
-
(531,014)
Profit and loss reserves
-
770,217
-
240,217
Reconciliation of changes in (loss)/profit for the previous financial period
2023
£
Adjustments to prior period
Profit and loss reserves
770,217
Loss as previously reported
(522,279)
Profit as adjusted
247,938
Notes to reconciliation

During the year, the directors identified an error in the opening balances relating to the prior financial period. As a result, the comparative figures have been restated. In accordance with Section 10 of FRS 102, the error has been corrected retrospectively, with the cumulative effect recognised as an adjustment to the opening retained earnings.

Although the Company is entitled to the disclosure exemptions available under FRS 102 Section 1A, the directors consider that disclosure of the nature and impact of the error is necessary to give true and fair view of the Company's financial position and performance.

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