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Registered number: 03047110









QTEC ANALYTICS LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 DECEMBER 2022

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)


 
QTEC ANALYTICS LIMITED
REGISTERED NUMBER: 03047110

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
$
$

Fixed assets
  

Investments
 5 
-
5,160,415

  
-
5,160,415

Current assets
  

Debtors
 6 
238,323
1,022,500

Cash at bank and in hand
 7 
42,717
155,219

  
281,040
1,177,719

Creditors: amounts falling due within one year
 8 
(13,286,072)
(10,312,833)

Net current liabilities
  
 
 
(13,005,032)
 
 
(9,135,114)

Total assets less current liabilities
  
(13,005,032)
(3,974,699)

Net liabilities
  
(13,005,032)
(3,974,699)


Capital and reserves
  

Called up share capital 
  
1,235,238
1,235,238

Share premium account
 9 
21,491,181
21,491,181

Profit and loss account
 9 
(35,731,451)
(26,701,118)

  
(13,005,032)
(3,974,699)


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 by: 

................................................
J Joffe
Director

Date: 28 August 2024

The notes on pages 2 to 8 form part of these financial statements.

Page 1

 
QTEC ANALYTICS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

QTec Analytics Limited is a private company incorporated in England and Wales under the Companies Act. The address of the registered office is shown on the Company Information page.

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 Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The following principal accounting policies have been applied:

  
2.2
Associates and joint ventures

An entity is treated as an associated undertaking where the Company exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the accounts, interests in associated undertakings are held at cost less impairment. 

 
2.3

Going concern

As at 31 December 2022, the Company had net liabilities of $12,996,331 (2021: $3,974,699). The net liabilities mainly comprised of borrowings raised from the Company’s shareholders for the purchase of investments in an associated company. The cash position of the Company was $42,717 as at year end. Between January 2023 and July 2024, the company raised a total of $2,021,336 in additional funding from its shareholders and had a cash balance of $89,306 as at end of 12 August 2024.
The Company’s operating budget over the 2025 financial year is estimated at a total of approximately $307,000 and comprises mainly of personnel costs, and legal and professional expenses. The Company does not generate any revenues and relies entirely on shareholders’ funding for its liquidity. 
The directors have assessed that additional funding is required from shareholders in order for the company to continue as a going concern for a period of at least 12 months from the date of approval of these financial statements. The directors have prepared these financial statements on a going concern basis, which assumes that the Company will be successful in raising further funding from the shareholders. While the directors believe that the shareholders will provide the required additional funding over the going concern period, no formal agreements to this effect have been finalized. 
As the Company is reliant on additional funding from the shareholders which is not guaranteed, the Directors acknowledge that these events or conditions indicate that a material uncertainty exists that may cast significant doubt on Company’s ability to continue as a going concern and therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business.
 
The Directors consider that the funding will be forthcoming and therefore the going concern basis of preparation is deemed appropriate. The financial statements do not include any adjustments should the going concern basis of preparation be inappropriate.

Page 2

 
QTEC ANALYTICS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.5

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.

 
2.6

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.

 
2.7

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.

 
2.8

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 3

 
QTEC ANALYTICS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.


3.


Employees

The Company has no employees other than the directors.


2022
2021
$
$




Wages and salaries
159,000
119,250

159,000
119,250


The average monthly number of employees, including directors, during the year was 5 (2021 - 5).


4.


Directors' remuneration


During the year retirement benefits were accruing to no directors (2021 - none) in respect of defined contribution pension schemes. 

The highest paid director received remuneration of $159,000 (2021 - $119,250)

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to $NIL (2021 - $NIL)

Page 4

 
QTEC ANALYTICS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

5.


Fixed asset investments





Investments in shares in associates
Investment in convertible loan notes
Total

$
$
$



Cost or valuation


At 1 January 2022
5,160,415
-
5,160,415


Additions
-
2,777,030
2,777,030



At 31 December 2022

5,160,415
2,777,030
7,937,445



Impairment


Charge for the period
5,160,415
2,777,030
7,937,445



At 31 December 2022

5,160,415
2,777,030
7,937,445



Net book value



At 31 December 2022
-
-
-



At 31 December 2021
5,160,415
-
5,160,415

In November 2022, the company purchased new investments in Voyager Labs Limited for $2.8m in the
form of convertible loan notes. The loan notes have a maturity date of 31 December 2024, and attract
interest rate of 8% which accrues daily over 365 days a year and compounds annually, from the date of
disbursement of the principal. At conversion, payment of the accrued interest shall be satisfied by
conversion of the accrued interest on the same basis as conversion of the principal loan amount.
Following management’s impairment review of the investment in shares of $5.2m and in convertible loans of $2.8m, conditions were identified that indicated that an impairment provision should be made, as a result of the operating and financing circumstances that Voyager labs is currently experiencing, and given that the investment has not been yielding any returns.


Associates


The following were associates of the Company:


Name

Registered office

Principal activity

Class of shares

Holding

Voyager Analytics Ltd
22 Manchester Square,London, UK
Software development and sale
Ordinary
34%
Bionic 8 Analytics Ltd
6 HaHarash St., HodHaSharon, Israel
Software research and development
Ordinary
34%

Page 5

 
QTEC ANALYTICS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Debtors


2022
2021
$
$

Due after more than one year

Other debtors
-
623,000

Prepayments and accrued income
-
72,899

-
695,899

Due within one year

Called up share capital not paid
165,682
165,682

Prepayments and accrued income
473
474

Tax recoverable
72,168
160,445

238,323
1,022,500


Following a review of the recoverability of debtors, the company has recorded impairments against balances owed by a director as follows:- Loans receivable $623,000; accrued loan interest receivable $85,900. The company has also recorded an impairment of $88,277 in relation to recoverable tax balances.


7.


Cash and cash equivalents

2022
2021
$
$

Cash at bank and in hand
42,717
155,219

42,717
155,219


Page 6

 
QTEC ANALYTICS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Creditors: Amounts falling due within one year

2022
2021
$
$

Other loans
12,478,180
9,475,719

Trade creditors
50,001
83,696

Corporation tax
3,418
3,418

Other creditors
700,617
700,000

Accruals and deferred income
53,856
50,000

13,286,072
10,312,833


Other loans, which relate to members contributions are unsecured and are not interest-bearing. They are not repayable unless the conditions included within the loan note instruments, referred to as the 'trigger events', exist. These trigger events are where the company defaults, on an insolvency event or a material adverse change, or on an Exit.


9.


Capital and reserves

Share premium account

Includes premium on issue of share capital.
In March 2019 as part of the reorganisation of the group, the holding in the shares of Qtec Analytics LLC held by QTec Analytics Limited was transferred to the shareholders. The disposal of the investment by Qtec Analytics Limited was achieved via a capital reduction through the Share Premium account with a value of $765,699, which was assessed to be the fair value of the investment at that time.

Other reserves

Includes expenses recognised in relation to share based payments and transfer of these expenses to the Profit and Loss account.

Profit and loss account

Includes all current and prior period retained profits and losses.









Page 7

 
QTEC ANALYTICS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Subsequent events

In May 2024, the company converted loans held in Voyager Labs Limited equivalent to 39,447,373 preferred shares for an aggregate subscription price of $5,094,234. 
In May 2024, the company bought additional investment in Voyager Labs Limited equivalent to 9,649,848 preferred shares for an aggregate subscription price of $1,557,775. The funds used to purchase  the additional investment were raised through shareholder loans or existing terms and conditions of the loan agreement. 
The additional investment was purchased using funds raised through new shareholder loans which totalled to more than $2m between January to June 2024, on the existing terms and conditions of the shareholder loan agreement.


11.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2022 was unqualified.

The audit report was signed on 28 August 2024 by Piers Harrison (Senior Statutory Auditor) on behalf of BDO LLP.

Page 8