For the financial year ended 31 December 2024 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 of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

QCL Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Riverside, Forest Row Business Park, Forest Row, East Sussex, United Kingdom, RH18 5DW.

The comparative accounting period is longer than 12 months, due to it being the company's first period following incorporation. As such, the figures presented for the current year are not directly comparable with the prior period.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Despite the net current liabilities position, at the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have forecasted sufficient cash flow to allow the company to pay its debts as they fall due, assisted by its subsidiary undertaking. It has been confirmed that the amounts owed to group undertakings will not be payable a year from the date of signing these financial statements. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Cash and cash equivalents are basic financial assets and include cash in hand.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes 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.

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 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.

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.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The directors have made a key judgement in assessing whether there are indicators of impairment in respect of the company’s investment in its subsidiary, which is carried at cost in accordance with FRS 102. This assessment requires consideration of the subsidiary’s financial performance, net asset position, and future prospects. Based on the information available, the directors have concluded that there are no indicators of impairment at the reporting date, and accordingly, no impairment has been recognised. This judgement involves the use of estimates and assumptions, and changes in circumstances or future performance could affect the carrying value of the investment.

The average monthly number of persons (including directors) employed by the company during the year was:

Other creditors includes £227,909 (2023: £227,909) with respect to loan note liabilities due. The loan notes are payable at quarterly instalments with interest accruing at 2% above the Bank of England base rate, and are secured against the assets and liabilities of the company. The loan notes are expected to be repaid in full by August 2028.

Other creditors includes £259,900 (2023: £nil) with respect to shareholder loans.

Other creditors includes £590,705 (2023: £968,614) with respect to loan note liabilities due. The loan notes are payable at quarterly instalments with interest accruing at 2% above the Bank of England base rate, and are secured against the assets and liabilities of the company. The loan notes are expected to be repaid in full by August 2028.

Other creditors includes £nil (2023: £279,900) with respect to shareholder loans.

The company has an outstanding charge with a negative pledge in favour of John Edward Allan Comer over the share capital of its subsidiary and all related rights dated 6 January 2023.

The company was incorporated on 2 December 2022 and at that date issued 1 Ordinary share at par value. On 31 December 2022 a further 79 Ordinary shares and 20 B Ordinary shares were issued at par value.

The company has two classes of ordinary share which have equivalent and full rights over voting, dividends and capital return rights on a pro rata basis, treating both classes of share as if they were a single class for the purposes of proration.

As per FRS102 paragraph 33.1A, the entity has elected not to disclose its related party balances and transactions on the basis that all entities with which such transactions took place are wholly owned subsidiaries.