The directors present the strategic report for the year ended 31 December 2024.

The company's principal activity during the year was that of a specialist data focused contract clinical research organisation (CRO) with an integrated consultancy business.

Quanticate International Limited is a wholly owned subsidiary in the group headed by Quanticate Limited (the “Quanticate Group” or “Quanticate”). The Quanticate group is headquartered in Hitchin, UK, remains one of the largest privately owned global data-focused clinical companies. The Group maintains its offices in Poland and three strategic hubs in India, alongside its operations in South Africa and North America. Quanticate continues to offer high-quality, cost-effective global solutions, with a well-established reputation in the industry, particularly in providing expertise in biostatistics and statistical programming. Our services include consultancy, scalable on- and off-site statistical programming and analysis, data management, pharmacovigilance, and medical writing solutions.

Being a privately owned group enables the shareholders to ensure there is sufficient equity and cash to support the business in times of downturn in the industry, ensuring the Group remains robust and ready for the upturn. The Group has no debt, and therefore the cash can be utilised to finance growth instead of servicing loan and interest payments.

2024 was a difficult year for the CRO sector and for the Group. Major pharma cost-reduction programmes, increased insourcing by certain customers and aggressive pricing from lower-cost providers impacted volumes and revenue.

We acted decisively to protect capability and liquidity, including further streamlining of indirect costs, reducing administrative costs by approximately £1 million compared to the previous year, continuing our fiscal discipline. Our strategy of expanding our operations in cost-effective locations, particularly in India, positioned us well to sustain competitive pricing, helping mitigate some margin pressures. This continued discipline enabled us to preserve liquidity, with cash reserves rising to £6.2 million at year-end (2023: £4.9 million).

Average headcount reduced to 51 (2023: 66) through attrition and some redundancies. We maintained our ability to deliver in complex therapeutic areas and retained our strong partnerships with leading pharmaceutical and biotech companies by ensuring we preserved or backfilled our core roles safeguarding continuity of service. The Group also made the strategic decision to retain as much staff as possible to mitigate the cost of recruiting and training new employees for the eventual turnaround.

We have continued our commitment to innovation, further developing our Quanticate IQ portal to offer significant value to customers. We are continually investing time and effort in pursuing new ways of automating our processes. Quanticate has developed sophisticated AI-driven tools designed to streamline and enhance the production of critical clinical research documentation, particularly Statistical Analysis Plans (SAPs), Clinical Study Reports (CSRs), and datasets aligned with the CDISC Analysis Results Standard (ARS). Leveraging advanced Natural Language Processing (NLP), Retrieval-Augmented Generation (RAG), and structured knowledge representation techniques, these AI tools significantly reduce manual effort while ensuring high-quality, consistent, and regulatory-compliant outputs. These tools enable faster decision-making, which is increasingly vital given new regulations that emphasize risk-based approaches. Furthermore, our advancements in automated CDISC tools and Wrapper macros for rapid production of reporting outputs, have enhanced our service efficiency and cost-effectiveness.

Quanticate International's financial performance in 2024 reflects our continued focus on growth and operational efficiency:

• Revenue: The revenue for 2024 reduced to £6.25 million from £13.9 million in 2023. This reduction was driven by industry pressure and expected to be short term as we see demand for our services improving through second half of 2025.

• Cost of Sales: The cost of sales decreased by £2 million to £4.7 million in 2024, down from £6.7 million in 2023. The reduction comes from £690k lower passthrough cost as some of the contracts entered the maintaining phase with less reliance on electronic data capture systems, and the remainder lower staff costs.

• Profit Before Taxation: Loss before taxation was £0.8 million at the end of 2024, a decrease from the profit of £4.7 million in 2023. Despite reducing costs substantially, the Group still made a loss. Partly because of the decision to retain staff and talent, which we anticipate will help drive future growth.

• Net Assets: Net assets stood at £6.6 million at the end of 2024, a £0.6 million decrease from £7.2 million in 2023 because reduced revenue resulted in £3 million lower debtors’ and £1 million lower creditors’ balances. Strict credit and fiscal control enabled us to increase cash balances.

Notwithstanding the downturn, commercial traction improved in 2025:

• a new strategic client was signed;

• we are in final negotiations with another prospective strategic customer; and

• an existing large pharma client is evaluating a team expansion with Quanticate.

These developments validate our positioning in data-centric services and our ability to mobilise blended teams across the UK, EU and India.

The directors anticipate 2025 to remain challenging, because of lower sales during 2024 resulting in lower revenue and a larger loss than 2024 as the lethargy in the sector continued. However, our strategy of low cost resource with support in European and North America time zones has enabled us to begin converting requests for information (RFIs) to quotes and signed contracts in the second half of 2025. Most of this work will begin late 2025 or early 2026 and materially improve the order book for 2026. This is heralding a return to external outsourcing for specialised biometrics and data-management support. Our strategy remains to:

• deepen partnerships in complex therapeutic areas to protect margins;

• expand delivery capacity in lower-cost locations to win on value; and

• continue selective technology enablement to drive quality, speed and scalability.

The Board believes these actions position the Group to benefit as market conditions normalise.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The loss for the financial year amounted to £599,355 (2023 – profit of £ 3,620,032 ).

No interim dividends were authorised and paid during the year (2023 - £4,000,000). The directors do not recommend a final dividend for the year (2023 - £4,000,000). A dividend of £27,684 (2023 - £30,952) was received from a subsidiary company during the year.

Ordinary shares        

Interim Paid £0 per share (2023: £400 per share) Nil     4,000,000

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors.

The Group is exposed to credit risk, liquidity risk, foreign exchange risk and price (inflationary) risk. The Group operates a risk management programme that includes credit vetting of customers and limits on counterparty exposures, regular forecasting of cash and working capital, and monitoring of foreign exchange exposures (including use of forward contracts for higher-value receivables where appropriate). The Group holds interest-bearing cash balances; no hedge accounting is applied. The policies set by the board of directors are implemented by the group’s finance department.

The group is exposed to price risk due to normal inflationary increases within the economy, and how these affect salary levels. The group is also exposed to movements in the strength of sterling against the US dollar and the Euro. The group has no exposure to equity securities price risk as it holds no listed or other equity investments.

The group has interest bearing assets which include cash balances which earn interest at a variable rate. The directors will revisit the appropriateness of this policy should the group’s operations change in size or nature.

The group monitors foreign exchange movements on a daily basis and where appropriate has taken hedging against such foreign exchange movements in foreign currency receivables for high value clients. These take the form of forward contracts from the time of invoicing to the time of estimated receipt according to client terms.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

During 2024, the company continued its investment in custom technology to support the business and customers. The main focus was on IQ and, the customer information portal and business intelligence tool, and the RCDM platform, for remote and risk-based monitoring and analysis. The company has further developed its automated CDISC tools and Wrapper macros in order to enhance Quanticate’s ability to provide its services efficiently and cost-effectively. The company expects to continue related development and accelerated AI enablement going forward.

In accordance with the company's articles, a resolution proposing that Moore NHC Audit Limited be reappointed as auditor of the company will be put at a General Meeting.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The company’s operations expose it to a variety of financial risks that include the effects of changes in credit risk, liquidity risk and foreign exchange risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company by monitoring the availability and levels of debt finance, and the impact of movements to exchange rates, through regular review and update of a risk register. The company does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied. The policies set by the board of directors are implemented by the company’s finance department.    

Price risk    
The company is exposed to price risk due to normal inflationary increases within the economy, and how these affect salary levels. The company is also exposed to movements in the strength of sterling against the US dollar and the Euro. The company has no exposure to equity securities price risk as it holds no listed or other equity investments.     

Foreign exchange risk    
The company monitors foreig exchange movements on a daily basis and where appropriate has taken hedging against such foreign exchange movements in foreign currency receivables for high value clients. These take the form of forward contracts from the time of invoicing to the time of estimated receipt according to client terms.    
    

Credit risk

The company has implemented policies that require appropriate credit checks on potential customers before entering into contracts. The amount of exposure to any individual counterparty is subject to a limit which is assessed according to the credit check. For any cash deposits the credit rating of the bank is reviewed.

Liquidity and cash flow risk    
The company ensures sufficient working capital through short‑term debt finance where necessary. Longer‑term funding for expansion has historically come from shareholders’ funds; this would be reviewed if longer‑term debt finance were required.

Interest rate risk

The company has interest bearing assets which include cash balances which earn interest at a variable rate. The directors will revisit the appropriateness of this policy should the group’s operations change in size or nature.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Quanticate International Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Quanticate International Limited is a private company limited by shares incorporated in England and Wales. The registered office is Bevan House, 9-11 Bancroft Court, Hitchin, Hertfordshire, SG5 1LH.

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.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Quanticate Limited. These consolidated financial statements are available from its registered office, Bevan House, 9-11 Bancroft Court, Hitchin, SG5 1LH.

Atruet 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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover comprises revenue recognition recognised by the company in respect of goods and services supplied, exclusive of Value Added Tax and trade discounts.

Revenue is recognised when the company has obtained a contractual right to the consideration in respect of the services provided. In respect of time and materials based contracts revenue is recognised when the service has been provided to the client. With respect to fixed fee contracts revenue is recognised on a percentage of completion basis over the period the services are provided. Revenue arising from contract variations is only recognised when fully approved by the customer.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

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.

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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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. 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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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 assets.

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

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

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined company contribution schemes amounted to 1 (2023: 1)

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

Contributions totaling £17,787 (2023 - £23,260) were payable to the fund at the balance sheet date and are included in creditors.

During 2024 the parent company awarded Nil share options in the 2018 EMI Plan ( 2023 - Nil options).

Certain employees of the company along with other group employees have been granted options over the shares of Quanticate Limited. The terms of which are contained in the below assumptions. Employees are required to remain in employment with the group.

The share option valuation was performed by an independent valuer for the year ended 31 December 2020, and the Monte Carlo model was used. Some terms of the options granted were as follows:

(a)    The exercise price of the options are £446;

(b)    The estimated earliest vesting period for the 2018 EMI Plan is December 2024;

(c)    The expiry date is 5 years from the date of grant in the 2018 EMI Plan.

(d)    The non-market conditions attached to the options is occurrence of sale or IPO of Quanticate Limited with a     minimum exit price achieved of £75m for the 2018 EMI Plan. An estimated success rate of the performance event used for the valuation is 30% for the 2018 EMI Plan.

Other key assumptions used by the valuation model were as follows:

(i)    Shares volatility rate - 70%

(ii)    Risk free interest rate - 2%

(iii)    Dividend yield - 12%

(iv)     Proportion of options that vest - 30% options will not lapse

(v)    The non-market share price of Quanticate Limited at the date of grant was £446.

As a result of application of the Monte Carlo valuation model, which used the terms and key assumptions stated above, the fair values of options awarded and applicable at the date of the grant were as follows:

Performance based - £4.83 for the 2018 EMI Plan.

The company recognises an equity-settled based payment expense and bears the expense and/or credit due to the majority of employees issued share options being employed by this company in the group.

The profit and Loss credit relating to the share options granted to employees amounted to £Nil (2023 - £Nil0.

Summary of share based payments

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

There are 4 (2023; 4) close family members of the Directors who are employed by the entity. These family members received salary commensurate with their grade and responsibilities. Aggregate salaries and out of pocket expenses paid to these employees was £285,602 (2023 : £300,723).

The Company is exempt from disclosing other related party transactions per FRS 102 paragraph 33.1A as they are with other companies that are wholly owned within the Group.

The Company's immediate parent, ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Quanticate Limited incorporated in the United Kingdom. The registered office of Quanticate Limited is the same as the Company.

D Underwood is considered to be the ultimate controlling party.