Acorah Software Products - Accounts Production 14.5.601 false true true 31 December 2022 1 January 2022 false 1 January 2023 31 December 2023 31 December 2023 12742746 Cameron Brookhouse Lorenzo Spreafico Martin Tweedie OHS Secretaries Limited true iso4217:GBP iso4217:EUR iso4217:USD xbrli:shares xbrli:pure xbrli:pure 12742746 2022-12-31 12742746 2023-12-31 12742746 2023-01-01 2023-12-31 12742746 frs-core:CurrentFinancialInstruments 2023-12-31 12742746 frs-core:ComputerEquipment 2023-12-31 12742746 frs-core:ComputerEquipment 2023-01-01 2023-12-31 12742746 frs-core:ComputerEquipment 2022-12-31 12742746 frs-core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-01-01 2023-12-31 12742746 frs-core:FurnitureFittings 2023-12-31 12742746 frs-core:FurnitureFittings 2023-01-01 2023-12-31 12742746 frs-core:FurnitureFittings 2022-12-31 12742746 frs-core:OtherResidualIntangibleAssets 2023-12-31 12742746 frs-core:OtherResidualIntangibleAssets 2023-01-01 2023-12-31 12742746 frs-core:OtherResidualIntangibleAssets 2022-12-31 12742746 frs-core:PlantMachinery 2023-12-31 12742746 frs-core:PlantMachinery 2023-01-01 2023-12-31 12742746 frs-core:PlantMachinery 2022-12-31 12742746 frs-core:ShareCapital 2023-12-31 12742746 frs-core:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12742746 frs-core:RetainedEarningsAccumulatedLosses 2023-12-31 12742746 frs-bus:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12742746 frs-bus:FilletedAccounts 2023-01-01 2023-12-31 12742746 frs-bus:SmallEntities 2023-01-01 2023-12-31 12742746 frs-bus:AuditExempt-NoAccountantsReport 2023-01-01 2023-12-31 12742746 frs-bus:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 12742746 frs-bus:OrdinaryShareClass1 2023-01-01 2023-12-31 12742746 frs-bus:OrdinaryShareClass1 2023-12-31 12742746 1 2023-01-01 2023-12-31 12742746 frs-bus:Director1 2023-01-01 2023-12-31 12742746 frs-bus:Director2 2023-01-01 2023-12-31 12742746 frs-bus:Director3 2023-01-01 2023-12-31 12742746 frs-bus:CompanySecretary1 2023-01-01 2023-12-31 12742746 frs-countries:EnglandWales 2023-01-01 2023-12-31 12742746 2021-12-31 12742746 2022-12-31 12742746 2022-01-01 2022-12-31 12742746 frs-core:CurrentFinancialInstruments 2022-12-31 12742746 frs-core:ShareCapital 2021-12-31 12742746 frs-core:ShareCapital 2022-12-31 12742746 frs-core:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12742746 frs-core:RetainedEarningsAccumulatedLosses frs-core:PreviouslyStatedAmount 2021-12-31 12742746 frs-core:RetainedEarningsAccumulatedLosses 2022-12-31 12742746 frs-bus:OrdinaryShareClass1 2022-01-01 2022-12-31
Registered number: 12742746
QUELL TECH LTD
Unaudited Financial Statements
For The Year Ended 31 December 2023
Daly Accounting
The Cobalt Building
1600 Eureka Park, Lower Pemberton
Ashford
Kent
TN25 4BF
Unaudited Financial Statements
Contents
Page
Statement of Financial Position 1—2
Statement of Changes in Equity 3
Notes to the Financial Statements 4—7
Page 1
Statement of Financial Position
Registered number: 12742746
2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible Assets 4 77,683 -
Tangible Assets 5 113,351 155,449
191,034 155,449
CURRENT ASSETS
Stocks 6 1,798,089 190,708
Debtors 7 1,542,105 232,831
Cash at bank and in hand 374,236 317,618
3,714,430 741,157
Creditors: Amounts Falling Due Within One Year 8 (2,436,460 ) (1,268,627 )
NET CURRENT ASSETS (LIABILITIES) 1,277,970 (527,470 )
TOTAL ASSETS LESS CURRENT LIABILITIES 1,469,004 (372,021 )
NET ASSETS/(LIABILITIES) 1,469,004 (372,021 )
CAPITAL AND RESERVES
Called up share capital 9 10,808,480 5,190,860
Income Statement (9,339,476 ) (5,562,881 )
SHAREHOLDERS' FUNDS 1,469,004 (372,021)
Page 1
Page 2
For the year ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.
The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.
These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime.
The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.
On behalf of the board
Cameron Brookhouse
Director
7th March 2024
The notes on pages 4 to 7 form part of these financial statements.
Page 2
Page 3
Statement of Changes in Equity
Share Capital Income Statement Total
£ £ £
As at 1 January 2022 1,860,315 (2,017,480 ) (157,165)
Loss for the year and total comprehensive income - (3,545,401 ) (3,545,401)
Arising on shares issued during the period 3,330,545 - 3,330,545
As at 31 December 2022 and 1 January 2023 5,190,860 (5,562,881 ) (372,021)
Loss for the year and total comprehensive income - (3,776,595 ) (3,776,595)
Arising on shares issued during the period 5,617,620 - 5,617,620
As at 31 December 2023 10,808,480 (9,339,476 ) 1,469,004
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Notes to the Financial Statements
1. General Information
QUELL TECH LTD is a private company, limited by shares, incorporated in England & Wales, registered number 12742746 . The registered office is Lincoln House, 1-3 Brixton Road, London, SW9 6DE.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.
2.2. Going Concern Disclosure
The Company incurred a loss during the year of £3,776,595 (2022: £3,545,401) following extensive investment in the company's research and development activities. The company's losses have to date been funded by the company's parent company, Quell Inc. During the year a loan of £5,733,720 was converted to equity by the issue of new shares in the company to Quell Inc. 
Quell Inc. has indicated a willingness to continue to provide further financial support to the Company for the foreseeable future and at least for 12 months from the approval of these financial statements. 
The Directors having assessed the current financial position of Quell Inc. and the overall group. Based on the funding expected to be available to the company, the Directors have a reasonable expectation that the Company will have adequate resources to continue as going concern and pay its liabilities as they fall due for the foreseeable future being a period of at least one year from the date of approval of these accounts by the board of directors. 
2.3. 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 from the sale of goods is recognised when goods have been delivered to customers such that risks and rewards of ownership have transferred to them. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.
2.4. Intangible Fixed Assets and Amortisation - Other Intangible
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives, as follows:
      Website build                                                 5 years.
2.5. Research and Development
Expenditure on research and development is written off in the year it is incurred.
2.6. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Plant & Machinery 3 years
Fixtures & Fittings 5 Years
Computer Equipment 3 Years
2.7. Foreign Currencies
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
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2.8. Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Corporation tax credits are recognised as income in the period necessary to match them with the related costs they are intended to incentivise and when all relevant qualyfing conditions have been met.
2.9. Pensions
The company operates a defined pension contribution scheme. Contributions are charged to the income statement as they become payable in accordance with the rules of the scheme.
2.10. Share-based payments
The parent company operates an EMI qualifying share option scheme on behalf of the company.

The fair value of the services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement. The credit entry is taken to reserves because the share options are equity-settled and then subsequently reclassified to creditors because the equity awards are fulfilled in the shares of the parent company.
2.11. Stocks
Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.
3. Average Number of Employees
Average number of employees, including directors, during the year was: 35 (2022: 26)
35 26
4. Intangible Assets
Other
£
Cost
As at 1 January 2023 -
Additions 78,587
As at 31 December 2023 78,587
Amortisation
As at 1 January 2023 -
Provided during the period 904
As at 31 December 2023 904
Net Book Value
As at 31 December 2023 77,683
As at 1 January 2023 -
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5. Tangible Assets
Plant & Machinery Fixtures & Fittings Computer Equipment Total
£ £ £ £
Cost
As at 1 January 2023 77,939 41,502 102,783 222,224
Additions 5,373 12,452 12,312 30,137
As at 31 December 2023 83,312 53,954 115,095 252,361
Depreciation
As at 1 January 2023 17,684 12,095 36,996 66,775
Provided during the period 26,148 8,983 37,104 72,235
As at 31 December 2023 43,832 21,078 74,100 139,010
Net Book Value
As at 31 December 2023 39,480 32,876 40,995 113,351
As at 1 January 2023 60,255 29,407 65,787 155,449
6. Stocks
2023 2022
£ £
Materials 1,798,089 190,708
7. Debtors
2023 2022
£ £
Due within one year
Prepayments and accrued income 114,098 120,563
Other debtors 186,305 66,678
Corporation tax recoverable assets 1,146,428 -
VAT 95,274 45,590
1,542,105 232,831
The Corporation tax recoverable asset represents two years of Research and Development tax credit claims of which an amount £551,280 has been received subsequent to the year end.
8. Creditors: Amounts Falling Due Within One Year
2023 2022
£ £
Trade creditors 1,324,313 148,855
Other taxes and social security 79,560 74,589
Accruals and deferred income 881,584 749,593
Directors' loan accounts 789 471
Amounts owed to group undertakings 150,214 295,119
2,436,460 1,268,627
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9. Share Capital
2023 2022
Allotted, called up and fully paid £ £
10,808,480 Ordinary Shares of £ 1.000 each 10,808,480 5,190,860
Shares issued during the period: £
5,617,620 Ordinary Shares of £ 1.000 each 5,617,620
10. Ultimate Controlling Party
The immediate and ultimate parent undertaking is Quell Inc., a company incorporated in the United States of America. The registered office address is 251 Little Falls Drive, Wilmington, New Castle, Delaware, 19808, United States.
The directors consider there to be no ultimate controlling party.
11. Share Based Payments
The parent company operates an equity-settled share-based payment scheme on behalf of the company. This scheme has been provided to certain employees, contractors, and advisors.
At the date of the financial statements the company had granted 180,052 share options to 34 employees and 21,008 share options to 6 consultants with an average exercise price of $0.1891 per share. As at the year-end 55,952 options had vested, 22,224 options had been exercised and 71,761 had lapsed.
All employee and consultant options issued had a two-part vesting conditions: 25% of the options shall vest on the first anniversary of the relevant vesting commencement date and the remaining 75% of the shares shall vest in 12 equal quarterly instalments following the first anniversary of the vesting commencement date.
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