Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-31The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.2024-01-01falseThe principal activity during the year was the development of cyber security software.1111truetruefalse 06808505 2024-01-01 2024-12-31 06808505 2023-01-01 2023-12-31 06808505 2024-12-31 06808505 2023-12-31 06808505 c:CompanySecretary1 2024-01-01 2024-12-31 06808505 c:Director1 2024-01-01 2024-12-31 06808505 c:Director2 2024-01-01 2024-12-31 06808505 c:Director3 2024-01-01 2024-12-31 06808505 c:Director4 2024-01-01 2024-12-31 06808505 c:Director4 2024-12-31 06808505 c:RegisteredOffice 2024-01-01 2024-12-31 06808505 d:PlantMachinery 2024-01-01 2024-12-31 06808505 d:PlantMachinery 2024-12-31 06808505 d:PlantMachinery 2023-12-31 06808505 d:PlantMachinery d:OwnedOrFreeholdAssets 2024-01-01 2024-12-31 06808505 d:CurrentFinancialInstruments 2024-12-31 06808505 d:CurrentFinancialInstruments 2023-12-31 06808505 d:Non-currentFinancialInstruments 2024-12-31 06808505 d:Non-currentFinancialInstruments 2023-12-31 06808505 d:Non-currentFinancialInstruments 1 2024-12-31 06808505 d:Non-currentFinancialInstruments 1 2023-12-31 06808505 d:Non-currentFinancialInstruments 2 2024-12-31 06808505 d:Non-currentFinancialInstruments 2 2023-12-31 06808505 d:CurrentFinancialInstruments d:WithinOneYear 2024-12-31 06808505 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 06808505 d:Non-currentFinancialInstruments d:AfterOneYear 2024-12-31 06808505 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 06808505 d:ShareCapital 2024-12-31 06808505 d:ShareCapital 2023-12-31 06808505 d:SharePremium 2024-12-31 06808505 d:SharePremium 2023-12-31 06808505 d:OtherMiscellaneousReserve 2024-12-31 06808505 d:OtherMiscellaneousReserve 2023-12-31 06808505 d:MergerReserve 2024-12-31 06808505 d:MergerReserve 2023-12-31 06808505 d:RetainedEarningsAccumulatedLosses 2024-12-31 06808505 d:RetainedEarningsAccumulatedLosses 2023-12-31 06808505 c:OrdinaryShareClass1 2024-01-01 2024-12-31 06808505 c:OrdinaryShareClass1 2024-12-31 06808505 c:OrdinaryShareClass1 2023-12-31 06808505 c:PreferenceShareClass1 2024-01-01 2024-12-31 06808505 c:PreferenceShareClass1 2024-12-31 06808505 c:PreferenceShareClass1 2023-12-31 06808505 c:FRS102 2024-01-01 2024-12-31 06808505 c:AuditExempt-NoAccountantsReport 2024-01-01 2024-12-31 06808505 c:FullAccounts 2024-01-01 2024-12-31 06808505 c:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 06808505 2 2024-01-01 2024-12-31 06808505 6 2024-01-01 2024-12-31 06808505 13 2024-01-01 2024-12-31 06808505 f:PoundSterling 2024-01-01 2024-12-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 06808505







UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024


PQ SOLUTIONS LIMITED






































img6915.png                        

 


PQ SOLUTIONS LIMITED
 


 
COMPANY INFORMATION


Directors
A Cheng 
S Power 
C Tjhai 
R Hasan (appointed 12 April 2024)




Company secretary
A Cheng



Registered number
06808505



Registered office
14 London Road
Cirencester

Gloucestershire

GL7 1AE




Accountants
Menzies LLP
Chartered Accountants

95 Gresham Street

London

EC2V 7AB





 


PQ SOLUTIONS LIMITED
 



CONTENTS



Page
Statement of Financial Position
Notes to the Financial Statements
2 - 8


STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 4 
12,539
10,848

Investments
 5 
935
935

  
13,474
11,783

Current assets
  

Debtors: amounts falling due within one year
 6 
320,656
223,265

Cash at bank and in hand
  
2,302,017
861,315

  
2,622,673
1,084,580

Creditors: amounts falling due within one year
 7 
(2,197,655)
(2,077,783)

Net current assets/(liabilities)
  
 
 
425,018
 
 
(993,203)

Total assets less current liabilities
  
438,492
(981,420)

Creditors: amounts falling due after more than one year
 8 
(21,615,439)
(16,481,638)

  

Net liabilities
  
(21,176,947)
(17,463,058)


Capital and reserves
  

Called up share capital 
 9 
189,759
189,759

Share premium account
  
742,736
742,736

Equity reserve
  
3,238,361
3,758,361

Share based payment reserve
  
814,407
814,407

Profit and loss account
  
(26,162,210)
(22,968,321)

  
(21,176,947)
(17,463,058)



 


PQ SOLUTIONS LIMITED
REGISTERED NUMBER:06808505


    
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the year in question in accordance with section 476 of the Companies Act 2006.

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.

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 income and retained earnings 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: 


A Cheng
Director
Date: 29 September 2025

The notes on pages 2 to 8 form part of these financial statements.

Page 1

 


PQ SOLUTIONS LIMITED
 


 
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

PQ Solutions Limited is a private company limited by shares and is registered and incorporated in England and
Wales, company registration number 06808505. The registered office is displayed on the company information page.

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

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

 
2.3

Going concern

In preparing the accounts on the going concern basis, the directors have given consideration to the company's results for the period and the company's net liabilities position. The Company incurred a loss before tax in the year and had net liabilities of £21,176,947 for the period end 31 December 2024. The Company is currently financed by way of initial funding received through the issue of preference shares and other loans from investors. 
The products and services offered by the company are sold in sectors that are driven by regulation leading to a strong business case for clients to continue to buy.
Following the year end the company has signed a substantial multi year contract, which will provide sufficient cashflows to meet liabilities as they fall due. As such the directors do not believe further funding is required. 
The directors consider it is appropriate for the financial statements to be prepared on the going concern basis based on their forecasts and action plans in place.

 
2.4

Revenue

Revenue is recognised to the extent that services are provided to customers over a period of time. It 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 and sales related taxes.

  
2.5

Research and development

Research and development expenditure is written off against profits in the year in which it is incurred.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. 

Page 2

 


PQ SOLUTIONS LIMITED
 


 
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.


 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 3

 


PQ SOLUTIONS LIMITED
 


 
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.13

Convertible debt

The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Statement of Financial Position.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Page 4

 


PQ SOLUTIONS LIMITED
 


 
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Employees

The average monthly number of employees, including directors, during the year was 11 (2023 - 11).


4.


Tangible fixed assets





Plant and machinery

£



Cost or valuation


At 1 January 2024
42,228


Additions
6,447



At 31 December 2024

48,675



Depreciation


At 1 January 2024
31,380


Charge for the year on owned assets
4,756



At 31 December 2024

36,136



Net book value



At 31 December 2024
12,539



At 31 December 2023
10,848


5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
935



At 31 December 2024
935




Page 5

 


PQ SOLUTIONS LIMITED
 


 
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
2,453
639

Other debtors
17,873
14,630

Prepayments and accrued income
15,337
9,772

Tax recoverable
284,993
198,224

320,656
223,265



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Other loans
1,147,806
1,072,374

Trade creditors
19,962
31,197

Amounts owed to group undertakings
934
934

Other taxation and social security
-
37,248

Other creditors
814,729
749,515

Accruals and deferred income
214,224
186,515

2,197,655
2,077,783


The company has loans due to an investor at the year end totaling £1,147,806 (2023: £1,072,374). The loans are repayable within a year and interest is charged at a rate of 8% and is included in other loans.
Within other creditors balance are directors' loan accounts which are repayable on demand.


8.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Other creditors
220,000
220,000

Share capital treated as debt
100,469
81,158

Share premium treated as debt
21,294,970
16,180,480

21,615,439
16,481,638


Other creditors include amounts due to the company directors which are not repayable within the next 12 months.
In relation to the share capital treated as debt, the Directors consider that the Company will not be in a position to redeem these shares within one year of the accounting reference date and therefore it is appropriate for the preference shares to continue to be treated as a non - current liability until such time that the redemption terms can be satisfied in accordance with the Articles of Association.

Page 6

 


PQ SOLUTIONS LIMITED
 


 
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



18,975,900 (2023 - 18,975,900) Ordinary shares of £0.01 each
189,759
189,759

2024
2023
£
£
Shares classified as debt

Allotted, called up and fully paid



10,046,904 (2023 - 8,115,803) Preference shares of £0.01 each
100,469
81,158


385,708 Series A shares with a nominal value of £0.01 were allotted on 14 March 2024, the amount paid per share was £1.3482.
907,557 Series A shares with a nominal value of £0.01 were allotted on 4 June 2024, the amount paid per share was £2.1519.
637,836 Series A shares with a nominal value of £0.01 were allotted on 1 August 2024, the amount paid per share was £1.5678.   

       


10.

Share based payments

Weighted average exercise price (pence) 2024
 Number 2024
Weighted average exercise price (pence) 2023
Number 2023
        £
        £
        £
        £
Outstanding at the beginning of the period

0.10

1,533,018

0.10
 
1,533,018
 
Granted during the period


-

 
-
 
Forfeited during the period


-

 
-
 
Outstanding at the end of the period

0.10

1,533,018

0.10
 
1,533,018
 

Equity-settled share option plan
During 2019 the company established an HMRC approved share option scheme for the benefit of its employees
and contractors. Under the scheme, share options are granted at the approved market value for shares in the
company at the grant date. The share options vest 50% on the second anniversary of the grant, then a further 2%
vest each month for a furter two years thereafter. The options are forfeited if the employee leaves the company
before they become entitled to exercise the share options.

Page 7

 


PQ SOLUTIONS LIMITED
 


 
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Related party transactions

The company has taken the advantage of the exemptions provided by Section 33 under FRS 102 'Related Party
Disclosures' and has not disclosed transactions entered into between two or more members of a group, provided
that any subsidiary undertaken which is party to the transaction is wholly owned by a member of that group.
On 12 May 2016, preference shares were issued to a shareholder with significant influence. Interest was incurred of
£4,646,736 (2023: £2,470,550) on these preference shares and at the period end £21,395,439 (2023:11,319,909) was outstanding, which is shown under creditors due after more than one year.
At 31 December 2024, directors were owed a total of £971,844 (2023: £904,782) by the company. £170,000 (2023: £170,000) of this amount is included in other creditors due in more than one year.
Interest of £26,548 (2023: £26,912) was charged on the amounts owed to the directors during the period.

 
Page 8