2022-12-012023-11-302023-11-30false07858892Qminder 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Qminder Limited

Registered Number
07858892
(England and Wales)

Unaudited Financial Statements for the Year ended
30 November 2023

Qminder Limited
Company Information
for the year from 1 December 2022 to 30 November 2023

Directors

S Raud
R Rungas

Registered Address

20-22 Wenlock Road
London
N1 7GU

Registered Number

07858892 (England and Wales)
Qminder Limited
Statement of Financial Position
30 November 2023

Notes

2023

2022

£

£

£

£

Fixed assets
Tangible assets524,40820,339
24,40820,339
Current assets
Debtors6197,112138,123
Cash at bank and on hand61,068136,037
258,180274,160
Creditors amounts falling due within one year7(557,562)(577,889)
Net current assets (liabilities)(299,382)(303,729)
Total assets less current liabilities(274,974)(283,390)
Creditors amounts falling due after one year8(439,904)-
Provisions for liabilities-(3,864)
Net assets(714,878)(287,254)
Capital and reserves
Called up share capital127127
Share premium177,948177,948
Profit and loss account(892,953)(465,329)
Shareholders' funds(714,878)(287,254)
The financial statements were approved and authorised for issue by the Board of Directors on 23 November 2024, and are signed on its behalf by:
R Rungas
Director
Registered Company No. 07858892
Qminder Limited
Notes to the Financial Statements
for the year ended 30 November 2023

1.Accounting policies
Statutory information
The company is a private company limited by shares and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
Statement of compliance
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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.
Basis of preparation
The financial statements have been prepared under the historical cost convention.
Functional and presentation currency
The financial statements are presented in pound sterling (£), which is the company’s functional currency, and figures are rounded to the nearest whole pound.
Going concern
The financial statements have been prepared on the going concern basis. The company incurred losses during the year, however the directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due, and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.
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 values of assets and liabilities that are not readily apparent from other sources. These critical accounting judgements and estimations 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below. Share-based payments as set out in the notes to the financial statements have been made to employees of the company. The fair value of any vested share options is recognised in the income statement. The fair value of share options is estimated with the use of a Black-Scholes model. The fair value of the ordinary shares in issue at the date of granting the options is used as an input into the model. There have been no other significant judgements or estimates applied to the numbers contained within these financial statements.
Turnover policy
Turnover represents income derived from the users of the queue management systems. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Share-based payments
The company operates an equity-settled compensation scheme and has granted options to employees of the company. The fair value of the services received in exchange for the grant of the options to employees of the company, is recognised as an expense in the income statement. 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 (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. 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 and material, in the income statement. The credit entry is taken to reserves because the share options are equity-settled.
Foreign currency translation
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each reporting 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 the period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
Current taxation
Taxation for the year comprises current 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. Due to losses incurred during the year, the company has no corporation tax liability for the year. Current 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 statement of financial position date. Tax credits shown on the income statement represent tax credits received or receivable from HMRC as a result of claims made under HMRC’s R&D tax relief schemes.
Deferred tax
Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted.
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. Intangible assets consists of Intellectual property which is being amortised evenly over its estimated useful life of five years.
Research and development
Revenue expenditure on research and development is written off in the period in which it is incurred. The company makes claims under the SME R&D tax relief scheme. Tax credits arising from claims under the SME R&D tax relief scheme are reflected as a reduction in the Corporation Tax charge or, if loss making, as a Corporation Tax credit. Tax credits received or receivable from R&D claims are recognised in the reporting period in which the qualifying expenditure is incurred.
Tangible fixed assets and depreciation
Tangible assets are stated at cost (or deemed cost), less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use, dismantling and restoration costs. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Straight line (years)
Fixtures and fittings4
Office Equipment3
Trade and other debtors
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
Trade and other 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.
Financial instruments
The Company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments. The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non puttable ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out right short term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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.
2.Staff Costs
The company operates an EMI qualifying share option scheme and during the year the company granted 54,794 (2022: nil) EMI qualifying share options to employees at an average weighted exercise price of £0.0001 per share (2022: £0.0001). At the statement of financial position date 29,164 share options vested (2022: 2,468), 925 lapsed (2022: 925) and 309 options were exercised (2022: 309). At the statement of financial position date, 27,930 vested share options remained exercisable (2022: 1,234) and 41,896 options had yet to vest (2022: 0). An amount of £nil has been charged to the income statement in respect of the EMI qualifying share options (2022: £nil). The share options vest between 3 to 6 years and are exercisable over the company's Ordinary shares.
3.Average number of employees

20232022
Average number of employees during the year00
4.Intangible assets

Other

Total

££
Cost or valuation
At 01 December 2216,01216,012
At 30 November 2316,01216,012
Amortisation and impairment
At 01 December 2216,01216,012
At 30 November 2316,01216,012
Net book value
At 30 November 23--
At 30 November 22--
5.Tangible fixed assets

Fixtures & fittings

Office Equipment

Total

£££
Cost or valuation
At 01 December 2230,47991,775122,254
Additions-17,23817,238
At 30 November 2330,479109,013139,492
Depreciation and impairment
At 01 December 2221,36480,551101,915
Charge for year5,4837,68613,169
At 30 November 2326,84788,237115,084
Net book value
At 30 November 233,63220,77624,408
At 30 November 229,11511,22420,339
6.Debtors: amounts due within one year

2023

2022

££
Trade debtors / trade receivables168,381120,500
Other debtors18,73614,182
Prepayments and accrued income9,9953,441
Total197,112138,123
7.Creditors: amounts due within one year

2023

2022

££
Trade creditors / trade payables6,89016,628
Other creditors7,256-
Accrued liabilities and deferred income543,416561,261
Total557,562577,889
8.Creditors: amounts due after one year

2023

2022

££
Convertible loans439,904-
Total439,904-
The company borrowed Euro - 500,000 on 01 June 2023 as convertible loans. Interest is charged at 8% which will become due at the end of the loan period. The balance including interest on this loan payable at the year end is £447,404.
9.Related party transactions
Ultimate controlling party The immediate controlling party is Masara OU, a company incorporated in Estonia with its registered office is situated at Paju TN2, Tartu, Tartumaa, Estonia, 50603.