QUELL TECH LTD

	Page
Statement of Financial Position	1—2
Statement of Changes in Equity	3
Notes to the Financial Statements	4—7

	Share Capital	Income Statement	Total
	£	£	£
As at 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 and 1 January 2024	10,808,480	(9,339,476 )	1,469,004


Loss for the year and total comprehensive income	-	(5,627,471 )	(5,627,471)

Arising on shares issued during the period	-	-	-

As at 31 December 2024	10,808,480	(14,966,947 )	(4,158,467)

1. General Information

QUELL TECH LTD is a private company, limited by shares, incorporated in England & Wales, registered number 12742746 . The registered office is 2 De Beauvoir Square, London, N1 4LG.

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 £5,627,471 (2023: £3,776,595) following extensive investment in the company's research and development activities. Historically, these losses have to date been funded by the company's parent company, Quell Inc. by the provision of equity investment and intercompany loans. Quell Inc. has indicated that it will not seek repayment of the intercompany loan of £4,080,629 outstanding at the 31st December 2024.

Based on available resources, ongoing parental support, and a significant cost restructuring carried out post-year-end (detailed in Note 11), the Directors have concluded it remains appropriate to adopt the going concern basis in preparing these accounts, as the Company expects to have sufficient resources to meet obligations as they fall due for at least 12 months from the date of approval of these accounts.

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.

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.

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QUELL TECH LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

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: 33 (2023: 35)

4. Intangible Assets

	Other
	£
Cost
As at 1 January 2024	78,587

As at 31 December 2024	78,587

Amortisation
As at 1 January 2024	904
Provided during the period	15,718

As at 31 December 2024	16,622

Net Book Value
As at 31 December 2024	61,965

As at 1 January 2024	77,683

5. Tangible Assets

	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2024	83,312	53,954	115,095	252,361
Additions	1,387	1,000	7,649	10,036

As at 31 December 2024	84,699	54,954	122,744	262,397

Depreciation
As at 1 January 2024	43,832	21,078	74,100	139,010
Provided during the period	26,657	9,562	28,434	64,653

As at 31 December 2024	70,489	30,640	102,534	203,663

...CONTINUED

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QUELL TECH LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Net Book Value
As at 31 December 2024	14,210	24,314	20,210	58,734

As at 1 January 2024	39,480	32,876	40,995	113,351

6. Stocks

	2024	2023
	£	£
Materials	22,142	1,798,089
Finished goods	82,810	-

	104,952	1,798,089

Stocks are valued at the lower of cost and net realisable value which reflects an expected reduction in inventory value following from a decision to discontinue sale of the company's hardware gaming platform.

7. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	6,659	-
Prepayments and accrued income	54,744	114,098
Other debtors	154,934	186,305
Corporation tax recoverable assets	-	1,146,428
VAT	26,772	95,274

	243,109	1,542,105

8. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	415,672	1,324,313
Other taxes and social security	91,891	79,560
Accruals and deferred income	173,909	881,584
Directors' loan accounts	-	789
Amounts owed to group undertakings	-	150,214

	681,472	2,436,460

9. Creditors: Amounts Falling Due After More Than One Year

	2024	2023
	£	£
Amounts owed to group undertakings	4,080,629	-

10. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
10,808,480 Ordinary Shares of £ 1.000 each	10,808,480	10,808,480


Shares issued during the period:	£

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QUELL TECH LTD

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

11. Post Balance Sheet Events

Subsequent to the year end the company has carried out a significant cost reduction programme. Manufacturing of the company’s hardware gaming platform has been discontinued with the company focusing on software development and sales going forward. Accordingly, a provision has been included in the accounts as at 31 December 2024 to reflect the expected reduction in inventory value to net realisable value (see Note 6 for further details). No other material restructuring costs or liabilities have arisen beyond those already accounted for.

12. 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.

13. 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.

Subsequent to the year end following a company restructuring all remaining unexercised share options lapsed as vesting conditions were no longer met. Consequently, no share-based payment charge has been made for the year to 31st December 2024 and previous charges have been credited to profit and loss.

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		61,965		77,683
Tangible Assets	5		58,734		113,351

			120,699		191,034
CURRENT ASSETS
Stocks	6	104,952		1,798,089
Debtors	7	243,109		1,542,105
Cash at bank and in hand		134,874		374,236

		482,935		3,714,430
Creditors: Amounts Falling Due Within One Year	8	(681,472 )		(2,436,460 )

NET CURRENT ASSETS (LIABILITIES)			(198,537 )		1,277,970

TOTAL ASSETS LESS CURRENT LIABILITIES			(77,838 )		1,469,004

Creditors: Amounts Falling Due After More Than One Year	9		(4,080,629 )		-

NET (LIABILITIES)/ASSETS			(4,158,467 )		1,469,004

CAPITAL AND RESERVES
Called up share capital	10		10,808,480		10,808,480
Income Statement			(14,966,947 )		(9,339,476 )

SHAREHOLDERS' FUNDS			(4,158,467)		1,469,004