REGISTERED NUMBER: 11388757 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Qualis Flow Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Ms J Cohen

Ms B Harris

P J Rickard

L P A Millon

S Ponzo

SECRETARY:

CC Secretaries Limited

REGISTERED OFFICE:

Runway East

20 St Thomas St

London

SE1 9RS

REGISTERED NUMBER:

11388757 (England and Wales)

ACCOUNTANTS:

Wilson Partners Limited

1st Floor

One Suffolk Way

Sevenoaks

Kent

TN13 1YL

FIXED ASSETS

Tangible assets

4

31,202

44,375

Investments

5

1,195

-

32,397

44,375

CURRENT ASSETS

Debtors

6

640,853

498,736

Cash at bank

3,800,574

6,246,948

4,441,427

6,745,684

CREDITORS

Amounts falling due within one year

7

1,109,253

609,405

NET CURRENT ASSETS

3,332,174

6,136,279

TOTAL ASSETS LESS CURRENT LIABILITIES

3,364,571

6,180,654

CAPITAL AND RESERVES

Called up share capital

8

248

246

Share premium

9

10,032,364

10,032,364

Other reserves

9

1

1

Retained earnings

9

(6,668,042

)

(3,851,957

)

SHAREHOLDERS' FUNDS

3,364,571

6,180,654

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Ms B Harris - Director

1.	STATUTORY INFORMATION

Qualis Flow Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The accounts are prepared on a going concern basis as in the opinion of the directors the company has sufficient finance available to it to meet its obligations as they fall due for the foreseeable future, that is at least 12 months from the date of approval of the accounts.

Significant judgements and estimates

In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The company does not make significant estimates and assumptions concerning the future.

A key estimate has been arrived at by the directors in determining the fair value of the share options granted.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Fixtures and fittings

-

33% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investment in subsidiary undertakings are recognised at a fair value in line with how similar financial instruments are measured.

Financial instruments

Basic financial instruments are recognised at amortised cost using the effective interest method, except for investments in non-convertible preference and non-puttable preference and ordinary shares, which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value, with changes recognised in profit and loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 55 (2023 - 41 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

1,505

73,200

74,705

Additions

-

8,792

8,792

At 31 December 2024

1,505

81,992

83,497

DEPRECIATION

At 1 January 2024

209

30,121

30,330

Charge for year

502

21,463

21,965

At 31 December 2024

711

51,584

52,295

NET BOOK VALUE

At 31 December 2024

794

30,408

31,202

At 31 December 2023

1,296

43,079

44,375

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

Additions

1,195

At 31 December 2024

1,195

NET BOOK VALUE

At 31 December 2024

1,195

The investment is in the Companies subsidiary Qualis Flow Inc. registered in Delaware. The Company holds 1,500 shares in the Company which have been measured at a nominal value of $1.00 per share converted at an FX rate of 1.25483 USD to GBP.

6.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

141,089

335,909

Rental deposit

7,361

5,606

Tax debtor

168,770

90,687

Other debtors

13,202

-

Intercompany

247,890

-

Prepayments and accrued income

55,041

59,034

633,353

491,236

Amounts falling due after more than one year:

Rent Deposit

7,500

7,500

Aggregate amounts

640,853

498,736

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

56,183

62,807

Taxation and social security

183,202

171,668

Other creditors

869,868

374,930

1,109,253

609,405

8.	CALLED UP SHARE CAPITAL

Share Class

Number of Shares

Share Value£

Nominal Value 2024£

Nominal Value 2023£

Ordinary

8,104,955

0.00001

81

81

Seed Ordinary

882,351

0.00001

9

9

B Ordinary

1,000,000

0.00001

10

10

A Ordinary

6,581,694

0.00001

66

64

Series A Preference

8,061,393

0.00001

80

80

24,630,393

248

246

The following shares were allotted and fully paid for cash during the period:

8,061,393 Series A preference shares at £0.90 each

163,975 A Ordinary shares at £0.90 each

1,813 Ordinary shares at £0.01 each

9.

RESERVES

Retained

Share

Other

earnings

premium

reserves

Totals

£

£

£

£

At 1 January 2024

(3,851,957

)

10,032,364

1

6,180,408

Deficit for the year

(2,816,085

)

(2,816,085

)

At 31 December 2024

(6,668,042

)

10,032,364

1

3,364,323

10.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:

2024

2023

£

£

Ms B Harris

Balance outstanding at start of year

-

120

Amounts repaid

-

(120

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

-

11.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

12.	ULTIMATE CONTROLLING PARTY

The Ultimate controlling party is the shareholders based on their shareholding.

12.	SHARE-BASED PAYMENT TRANSACTIONS

The share option reserve of £1 remains unchanged, as due to minimal movements in the share option scheme in the year and the immaterial nature of the valuation, it was deemed no economic benefit would arise in recalculating the share options in the current year.