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Registered number: 14112240 NOVEVA SOFTWARE GROUP LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2025
NOVEVA SOFTWARE GROUP LIMITED REGISTERED NUMBER: 14112240 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 4 |  | 4,598,707 |  | 4,256,134
|  |  | 4,598,707 |  | 4,256,134
Current assets |  |  |  |  |
Debtors | 5 | 313,819 |  | 85,946 |
Cash at bank and in hand | 6 | 165,993 |  | 36,230 |
|  | 479,812 |  | 122,176 |
Creditors: amounts falling due within one year | 7 | (1,920,406) |  | (315,044) |
Net current liabilities |  |  | (1,440,594) |  | (192,868)
Total assets less current liabilities |  |  | 3,158,113 |  | 4,063,266
Creditors: amounts falling due after more than one year | 8 |  | (2,278,589) |  | (1,923,921)
Provisions for liabilities |  |  |  |  |
Other provisions | 9 | (788,512) |  | (1,040,187) |
|  |  | (788,512) |  | (1,040,187)
Net assets |  |  | 91,012 |  | 1,099,158
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 1,000 |  | 1,000
Other reserves | 11 |  | - |  | 230,872
Profit and loss account | 11 |  | 90,012 |  | 867,286
|  |  | 91,012 |  | 1,099,158
Page 1
NOVEVA SOFTWARE GROUP LIMITED REGISTERED NUMBER: 14112240 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 April 2026.
M Thompson
Director
The notes on pages 3 to 8 form part of these financial statements. Page 2
NOVEVA SOFTWARE GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Noveva Software Group Limited is a private company limited by shares, and incorporated in England and Wales. The registered office of the company is 66 Paul Street, London, England, EC2A 4NA. The company acts as a holding company. The group's principal activity is that of software development, primarily for document management, and the marketing/sale of this software. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. 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 following principal accounting policies have been applied:
| 2.2 | Exemption from preparing consolidated financial statements
The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 3
NOVEVA SOFTWARE GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.6 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.8 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.11 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss. Page 4
NOVEVA SOFTWARE GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | Financial instruments
The company has elected to apply the provisions of Section 11 "Basic Financial Instruments" of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's Balance sheet when the company become 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.
3. | Employees
| The average monthly number of employees, including directors, during the year was 3 (2024 - 3).
4. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 4,256,134
| Additions | 342,573
| At 31 December 2025 | 4,598,707
| Subsidiary undertakings
| The following were subsidiary undertakings of the company:
| Name | Class of shares | Holding
| OITUK Limited | Ordinary | 100%
| Thomson Screening Solutions Limited | Ordinary | 100%
| Mind of My Own Ltd | Ordinary | 100%
Page 5
NOVEVA SOFTWARE GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | - | 79,750
| Amounts owed by group undertakings | 300,000 | -
| Other debtors | 13,819 | 6,196
|  | 313,819 | 85,946
6. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 165,993 | 36,230
|  | 165,993 | 36,230
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 29,387 | 72,500
| Amounts owed to group undertakings | 1,872,363 | 240,363
| Corporation tax | 31 | 31
| Accruals and deferred income | 18,625 | 2,150
|  | 1,920,406 | 315,044
8. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 2,278,589 | 1,923,921
|  | 2,278,589 | 1,923,921
Page 6
NOVEVA SOFTWARE GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
9. | Provisions
|  | Deferred consideration
|  | £
| At 1 January 2025 | 1,040,187
| Charged to profit or loss | (7,806)
| Utilised in year | (243,869)
| At 31 December 2025 | 788,512
10. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 900 (2024: 900) Ordinary shares of £1.00 each | 900 | 900
|  | 100 (2024: 100) A Ordinary shares of £1.00 each | 100 | 100
|  |  | 1,000 | 1,000
11. | Reserves
Other reserves The other reserves relate to the capital contribution element of the interest free intercompany loan falling due after more than one year, recognised at present value.
12. | Contingent liabilities
Guarantees exist in favour of Sterna Holdings Limited, Old Peak Road Limited and Opera Small-Cap Value Fund 1 to cover the borrowings of Horus Holdings Limited, a parent company. At 31 December 2025 the net potential exposure in respect of this guarantee was £2,441,223 (2024: £2,703,559). This figure is in respect of gross borrowing and does not take into account the underlying assets of Horus Holdings Limited.
13. | Related party transactions
| At the year end the company owed £2,278,589 (2024: £1,923,921) to its parent company, Horus Holdings Limited, which is included in creditors due after more than one year. During the year interest of £723,396 (2024: £Nil) was paid on the intercompany loan. The company has taken the exemption to disclose transactions with its subsidiaries as they are wholly owned and included int he consolidated accounts of Sterna Holdings Limited.
Page 7
NOVEVA SOFTWARE GROUP LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Controlling party
The ultimate parent company is Sterna Holdings Limited, which is the parent of the smallest and largest group for which consolidated accounts are prepared and of which this subsidiary belongs.
15. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 2 April 2026 by Ben Bradley (Senior statutory auditor) on behalf of Barnes Roffe Audit Limited.
Page 8