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Company No: 12579596 (England and Wales)

QUANTUM DICE LIMITED

UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 APRIL 2024
PAGES FOR FILING WITH THE REGISTRAR

QUANTUM DICE LIMITED

UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 APRIL 2024

Contents

QUANTUM DICE LIMITED

BALANCE SHEET

AS AT 30 APRIL 2024
QUANTUM DICE LIMITED

BALANCE SHEET (continued)

AS AT 30 APRIL 2024
Note 2024 2023
£ £
Restated - note 3
Fixed assets
Tangible assets 5 47,087 43,741
47,087 43,741
Current assets
Debtors 6 57,944 27,997
Investments 7 4,298 4,298
Cash at bank and in hand 378,548 1,620,212
440,790 1,652,507
Creditors: amounts falling due within one year 8, 13 ( 690,653) ( 79,902)
Net current (liabilities)/assets (249,863) 1,572,605
Total assets less current liabilities (202,776) 1,616,346
Creditors: amounts falling due after more than one year 9 0 ( 459,982)
Net (liabilities)/assets ( 202,776) 1,156,364
Capital and reserves
Called-up share capital 10 263 263
Share premium account 2,434,682 2,434,682
Profit and loss account ( 2,637,721 ) ( 1,278,581 )
Total shareholders' (deficit)/funds ( 202,776) 1,156,364

For the financial year ending 30 April 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

These financial statements have been prepared in accordance with the provisions of FRS 102 Section 1A – small entities. The financial statements of Quantum Dice Limited (registered number: 12579596) were approved and authorised for issue by the Board of Directors on 16 June 2025. They were signed on its behalf by:

Mr R Aboushelbaya
Director
QUANTUM DICE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 APRIL 2024
QUANTUM DICE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL YEAR ENDED 30 APRIL 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Quantum Dice Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 264 Banbury Road, Oxford, OX2 7DY, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Prior year adjustment

The prior period has been restated for consideration received for convertible loan notes issued in November 2022. This consideration was incorrectly classified as share premium and instead, represented a non-current liability due to the obligation of the issuer to settle in cash on maturity. This non current liability was subsequently remeasured at fair value at year end in both the current and comparative period.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

Short term 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 asset.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc. 15 % reducing balance

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use.

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.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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 payments 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. Amounts 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Convertible loan notes
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. On initial recognition, the financial liability component is recorded at its fair value (See note 13).

Transaction costs are apportioned between the liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity.

Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a valuation techniques which consider market factors.

Government grants

Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them and the grants will be received.

A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognised. The following are the critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

In the process of reviewing the fair value of the convertible loan notes at the year end, the directors have used their judgement to determine the fair value of the loan notes based on their knowledge and expectations at the time of issue compared to the current position and deem this to be materially correct.

3. Prior year adjustment

As previously reported Adjustment As restated
Year ended 30 April 2023 £ £ £
Share premium account (2,934,682) 500,000 (2,434,682)
Creditors: amounts falling due after more than one year 0 (500,000) (500,000)
Other finance income 0 (40,018) (40,018)
Profit and loss account (1,318,598) 40,018 (1,278,580)
0 0 0

The prior period has been restated for consideration received for convertible loan notes issued in November 2022. This consideration was incorrectly classified as share premium and instead, represented a non-current liability due to the obligation of the issuer to settle in cash on maturity. This non current liability was subsequently remeasured at fair value at year end. (note 12)

4. Employees

2024 2023
Number Number
Monthly average number of persons employed by the Company during the year, including directors 20 12

5. Tangible assets

Plant and machinery etc. Total
£ £
Cost
At 01 May 2023 49,601 49,601
Additions 10,936 10,936
At 30 April 2024 60,537 60,537
Accumulated depreciation
At 01 May 2023 5,860 5,860
Charge for the financial year 7,590 7,590
At 30 April 2024 13,450 13,450
Net book value
At 30 April 2024 47,087 47,087
At 30 April 2023 43,741 43,741

6. Debtors

2024 2023
£ £
Trade debtors 4,799 0
Amounts owed by Group undertakings 4,311 1,495
Prepayments 1,436 3,618
VAT recoverable 22,719 16,884
Other debtors 24,679 6,000
57,944 27,997

7. Current asset investments

2024 2023
£ £
Investment in subsidiary 4,298 4,298

8. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 48,876 13,149
Accruals 68,225 3,000
Other taxation and social security 80,911 61,079
Other creditors 492,641 2,674
690,653 79,902

9. Creditors: amounts falling due after more than one year

2024 2023
£ £
Other creditors 0 459,982

There are no amounts included above in respect of which any security has been given by the small entity.

10. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
162,740 A2 Shares ordinary shares of £ 0.001 each 163 163
100,000 Ordinary shares of £ 0.001 each 100 100
263 263

All classes of shares are prescribed full voting and dividend rights.

11. Related party transactions

Transactions with entities in which the entity itself has a participating interest

2024 2023
£ £
Quantum Dice Europe 2,510 1,495

During the year Quantum Dice Limited settled expenses on behalf of Quantum Dice Europe totalling £2,510 (2023: £1,495)

12. Events after the Balance Sheet date

On 19th August 2024, all outstanding convertible loan notes were converted into 29,605 A1-b ordinary shares.

Since the year end, the company has raised significant investment through two share issues dated 19 August 2024 and 16 October 2024. After this investment and at the date of filing, the company no longer shows a deficit on the balance sheet.

13. Convertible loan notes

Reconciliation of changes in equity

2024 2023
£ £
Fair value of convertible loan notes 488,759 459,982

On 23 November 2022, the company issued unsecured loan notes totalling £500,000. While the loan notes have a stated maturity date, the company does not expect them to be repaid in cash at maturity. Instead, it is anticipated that the loan notes will convert into equity shares upon the occurrence of an an adjustment event, specifically the issue of new equity by the company, as detailed in the loan note agreement. As such, the loan notes have been recognised at fair value through profit or loss.

From the effective date until the 12 month anniversary of the effective date, no interest was payable on these convertible loan notes. From the first day after this interest free period until the conversion date, simple interest is payable at 1.5% per month.

2024 2023
£ £
Interest paid 37,500 0