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

The director of the company has elected not to include a copy of the income statement within the financial statements.true

Quantum Switch Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite 702 Eagle Tower, Montpellier Drive, Cheltenham, GL50 1TA.

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 as applicable to companies subject to the small companies regime. 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 financial statements include the results from Quantum Switch QFZ Branch (the "Branch"), which is domiciled in the State of Qatar. The principle activities of the Branch include providing information technology consultancy, network services, systems analysis, data and documents storage services and acting as a data centres provider. The Branch has signed a contract with Q Data QFZ L.L.C. (the “Owner/Lessor”) for the development of two data centres to provide the colocation services. These two data centres were completed and delivered to the Owner on 28 September 2022 and 20 September 2023. The whole premises including the designated land and building (collectively called as ‘Premises’) was leased back to the Branch pursuant to underlease agreements entered into between the Branch and the Owner on 29 November 2023 and 10 December 2023 (underlease agreements). As per the same underlease agreements, the lease for Data centre 1 commenced on 28 September 2022, and the lease for Data centre 2 commenced on 20 September 2023. On 30 October 2020, the Branch entered into a master service agreement with a hyperscale data centre customer. Subsequently, order forms for data centre 1 and data centre 2 were signed on 11 November 2020 and 24 August 2021, respectively, collectively create the agreement. The agreements commenced on 28 September 2022 for data centre 1, and 20 September 2023 for data centre 2. Under these agreements, the Branch will provide colocation services by sub-letting these two data centers for an initial term of seven years. Quantum Switch Limited is the guarantor of the lease between the Branch and Owner.

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 functional currency of the Branch is Qatari Rhiyals, which represents the local currency of the Branch. In accordance with FRS 102 section 30.17 - 30.23, exchange differences arising on the conversion of the Branch's income statement and statement of financial position into sterling are recognised in other comprehensive income.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Revenue is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Management fees:

The company receives fees for the management of the data centres. These fees are recognised in the period to which they relate.

Development fees and Pre-establishment fee:

The Branch executes data centre development contracts that spans over more than one accounting period for which the Branch will earn development fees. The contracts were entered into before development began. Under the terms of the contract, the Branch has contractually enforceable right to payment for costs incurred. The revenue on development contract is therefore recognised over time on a cost-to-cost method, i.e. based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs as a fraction of the total development fees which may include variations to the original development fee.

The pre-establishment fee was earned as part of the development of data centre, and revenue was recognised at a point in time when specific criteria were met.

Supervision and management fees:

The Company provides supervision and management services to customers pursuant to the Branch's agreements with hyperscale customer, any carrier access agreements or any other service agreements. Length of the service depends on the customers’ requirement. Customer consumes the benefits as and when services are rendered by the Branch. Invoices are usually issued on monthly or quarterly basis. Revenue is recognised when control of the services is transferred to the customer, and it is probable that the consideration will be collected and there is no significant uncertainties remain regarding the recovery of consideration due.

Pass through items:

All construction costs as defined under the provisions of the development contract shall be reimbursed by the Owner in accordance with the relevant clauses of the development contract. All pass-through items are booked as receivable from the Owner or Customers and payable to respective third party. There is no impact to the profit or loss from sales pass-throughs and cost of sales pass-throughs.

Property, plant and equipment 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.

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position 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 trade and other receivables 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.

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 trade and other payables and bank loans, 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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 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 non-current 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.

As a lessee:

At inception of a contract, the Branch assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Where it is established that the Branch is a lessee, a right-of-use and a lease liability are recognized at the lease commencement date.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Branch’s incremental borrowing rate. Generally, the Branch uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that the Branch is reasonably certain to exercise, lease payments in an optional renewal period if the Branch is reasonably certain to exercise an extension

option, and penalties for early termination of a lease unless the Branch is reasonably certain not to

terminate early.

Lease liabilities are subsequently measured at amortised cost using the effective interest method.

A lease liability is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Branch’s estimate of the amount expected to be payable under a residual value guarantee, or if the Branch changes its assessment of whether it will exercise a purchase,

extension or termination option. When a lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets:

The Branch has elected not to recognise right-of-use assets and lease liabilities for short-term leases of

machinery that have a lease term of 12 months or less and leases of low-value assets. The Branch recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

As a lessor:

At inception or on modification of a contract that contains a lease component, the Branch allocates the

consideration in the contract to each lease component on the basis of their relative stand-alone prices. When the Branch acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.

To classify each lease, the Branch makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Branch considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Branch is an intermediate lessor, it accounts for its interests in the head lease and the Sub-lease separately. It assesses the lease classification of a Sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. Upon entering into a finance sublease, the Branch derecognizes the right-of-use asset of the head lease and recognizes a lease receivable for the sub-lease. The difference between the carrying amount of the right-of-use asset and the lease receivable is recognized as a gain or loss in profit or loss. If a head lease is a short-term lease to which the Branch applies the exemption described above, then it classifies the Sub-lease an operating lease.

The Branch recognises lease payments received under operating leases as income on a straight-line basis

over the lease term as part of 'revenue'.

In the application of the company’s accounting policies, the director is 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.

In the opinion of the directors, the following are considered areas of estimation uncertainty and significant judgements:

The following judgements have had the most significant effect on amounts recognised in the financial statements.

The Branch has entered into a development agreement relating to the development of data centres (“Development agreement”) with Q Data QFZ L.L.C. (“Q Data”) as mentioned in Note 1. Management has assessed the contractual arrangement between the Branch and Q Data, and determined that the Branch is acting as the agent of this development arrangement. This assessment is based on the facts that the Branch is facilitating the provision of services on behalf of Q Data, the Branch does not control the data centres before it transfers control to Q Data, and all decision-making authority lies with Q Data. The Branch is acting solely as an intermediary and does not have a right to the benefits derived from the services or to any deliverables. Consequently, the Branch recognises revenue (Development fee) on a net basis, representing the amount expected to be entitled in this arrangement, consistent with the principles of an agency relationship.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The Branch's lease agreements with Q Data QFZ LLC, as well as the lease agreements the Branch has with its hyper scale customer, contains no implicit interest rate. The discount rate used in determining the value of the leases receivable and leases payable is 5.5%, which has been taken from the Qatar Central Bank and is considered an appropriate market rate for this calculation by management.

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

As disclosed in Note 9, the Branch has derecognised right-of use asset of head lease, as the Branch has

sub-let the data centres to customers. The Branch has applied an incremental borrowing rate of 5.5% when calculating lease receivables. The lease term represents the non-cancellable period of the lease which is 7 years. No extension options have been included in the lease term as the Branch does not have any extension options.

During the period, the Branch recognised interest income on lease receivables of £2,768,424 (2023: £2,307,941).

The total non current finance lease receivable portion is £39,543,412 and the current finance lease receivable portion is £7,834,071.

The Branch has entered into underlease agreements with Q Data QFZ L.L.C to lease two data centres. The initial lease term of these underlease agreements has been determined as 7 years from its lease commencement date. The Branch has sublet these data centres to a hyperscale data centre customer on 28 September 2022 and 20 September 2023. This sublease arrangements are accounted for as finance leases. Consequently, the Branch has derecognised the right of use assets and recognised a corresponding gain on derecognition amounting to £12,247,939 in the year ended 31 December 2023 and £21,228,002 in the period ended 31 December 2022 in the income statement.

The total current lease liability is £4,131,665 (included in other payables) and the non-current lease liability is £17,799,749. The total interest expense recognised in the income statement in relation to this lease liability is £1,262,572 (2023: £1,027,872).

The lease liability was modified due to a revision in head lease payments. As the related right of use assets had been derecognised in prior period upon the commencement of a finance sublease, the adjustment to the lease liability has been recognised directly in profit or loss. This modification was a loss of £100,159.

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

The company's immediate and ultimate parent company is Quantum Switch Holdings Limited. The ultimate controlling party is Mr T Bawtree.

This adjustment is to correct pass through transactions included in prior years' financial statements. This adjustment only corrects retained earnings and does not affect the profit and loss account in the year ended 31 December 2023.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.