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Registered number: 13858251 QBOX CORP LTD FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
QBOX CORP LTD REGISTERED NUMBER: 13858251 BALANCE SHEET AS AT 31 DECEMBER 2023
|  | 31 December |  | 31 March
|  | 2023 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 4 |  | 195,000 |  | -
|  |  | 195,000 |  | -
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 284,792 |  | 100 |
Cash at bank and in hand | 6 | 10,429 |  | - |
|  | 295,221 |  | 100 |
Creditors: amounts falling due within one year | 7 | (385,309) |  | - |
Net current (liabilities)/assets |  |  | (90,088) |  | 100
Total assets less current liabilities |  |  | 104,912 |  | 100
Net assets |  |  | 104,912 |  | 100
Capital and reserves |  |  |  |  |
Called up share capital | 8 |  | 1,551,315 |  | 100
Profit and loss account |  |  | (1,446,403) |  | -
|  |  | 104,912 |  | 100
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:
B Brady
Director
Date: 17 September 2025
The notes on pages 3 to 9 form part of these financial statements. Page 1
QBOX CORP LTD REGISTERED NUMBER: 13858251 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2023 Page 2
QBOX CORP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
1. | General information
Qbox Corp Limited is a private company limited by shares which is incorporated in England and Wales. Its registered office is Brennan House, Farnborough Aerospace Centre, Farnborough, GU14 6XR. The financial statements are prepared for the 9 month period ended 31 December 2023. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:
| 2.2 | Going concern
As part of a wider group reorganisation the directors intend to strike off the company. Therefore, in accordance with FRS 102, it is not appropriate to apply the going concern basis of accounting. The financial statements have been prepared on the basis that the company is not a going concern, however no adjustments have arisen as a result of the use of a basis other than going concern.
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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'. Page 3
QBOX CORP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.5 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.6 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Development expenditure | - | 10 | years
Page 4
QBOX CORP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.7 | Impairment of fixed assets and goodwill
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
| 2.8 | 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.
| 2.9 | 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.
| 2.10 | 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.
3. | Employees
| The average monthly number of employees, including directors, during the period was 2 (2023 - 2).
Page 5
QBOX CORP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
4. | Intangible assets
|  | Development expenditure | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| Additions | - | 1,505,316 | 1,505,316
| Intra-group transfers | 200,000 | - | 200,000
| At 31 December 2023 | 200,000 | 1,505,316 | 1,705,316
| Amortisation |  |  |
| Charge for the period on owned assets | 5,000 | - | 5,000
| Impairment charge | - | 1,505,316 | 1,505,316
| At 31 December 2023 | 5,000 | 1,505,316 | 1,510,316
| Net book value |  |  |
| At 31 December 2023 | 195,000 | - | 195,000
| At 31 March 2023 | - | - | -
| On 12 October 2023 the company purchased the trade and assets of a business segment of Volume Group Limited. The business combination is disclosed in note 9. The trade and assets are in the process of being hived up to Cyara Limited, the immediate parent company. As such, the Goodwill on acquisiiton is fully impaired.
5. | Debtors
|  |  |  |  | 31 December | 31 March
|  |  |  |  | 2023 | 2023
|  |  |  |  | £ | £
| Trade debtors | 180,259 | -
| Amounts owed by group undertakings | 104,533 | 100
|  | 284,792 | 100
Page 6
QBOX CORP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
6. | Cash and cash equivalents
|  |  |  |  | 31 December | 31 March
|  |  |  |  | 2023 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 10,429 | -
|  | 10,429 | -
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 31 December | 31 March
|  |  |  |  | 2023 | 2023
|  |  |  |  | £ | £
| Amounts owed to group undertakings | 34,759 | -
| Other taxation and social security | 21,215 | -
| Accruals and deferred income | 329,335 | -
|  | 385,309 | -
8. | Share capital
|  |  |  |  | 31 December | 31 March
|  |  |  |  | 2023 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,551,315 (2023 - 100) Ordinary shares of £1.00 each | 1,551,315 | 100
On 12 October 2023, 1,446,682 Ordinary Shares were issued at par. On 17 November 2023, 104,533 Ordinary Shares were issued at par. Page 7
QBOX CORP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
9. | Business combinations
| Acquisition of Volume Group Limited
| On 12 October 2023, Qbox Corp Limited acquired the trade and assets of a business segment of Volume Group Limited in consideration for the issue of share capital of £1,446,682. The share capital was subsequently purchased by Cyara Limited.
| Recognised amounts of identifiable assets acquired and liabilities assumed
|  |  |  |  | Book value | Fair value adjustments | Fair value
|  |  |  |  | £ | £ | £
| Fixed Assets |  |  |
| Intangible | 1,800,000 | (1,600,000) | 200,000
|  | 1,800,000 | (1,600,000) | 200,000
| Current Assets |  |  |
| Debtors | 45,678 | - | 45,678
| Total Assets | 1,845,678 | (1,600,000) | 245,678
| Creditors |  |  |
| Due within one year | (304,312) | - | (304,312)
| Total Identifiable net assets/(liabilities) | 1,541,366 | (1,600,000) | (58,634)
| Goodwill | 1,505,316
| Total purchase consideration | 1,446,682
| Consideration
|  |  |  |  | £
| Equity instruments | 1,446,682
| Total purchase consideration | 1,446,682
Page 8
QBOX CORP LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
10. | Controlling party
The company's immediate parent company is Cyara Ltd. In the opinion of the Directors', there is no ultimate controlling party.
11. | Auditor's information
The auditor's report on the financial statements for the period ended 31 December 2023 was unqualified. The audit report was signed on 18 September 2025 by Jason Mitchell (MBA BSc FCA) (Senior statutory auditor) on behalf of MHA.
Page 9