ACCOUNTS - Final Accounts preparation

Operating profit

The operating profit is stated after charging/(crediting):

Consolidated Financial Statements

TQ360 Limited

For the year ended 31 December 2024

Registered number: SC413670


TQ360 Limited

Company Information

Directors	Peter Fitzgerald
	Richard Kelly
	Dr Paul Wallace


Registered number	SC413670


Registered office	Block 1 Todds Campus
	Acre Road
	Glasgow
	G20 0XA


Independent auditors	Grant Thornton (NI) LLP
	Chartered Accountants & Statutory Auditors
	12-15 Donegall Square West
	Belfast
	BT1 6JH


Bankers	The Royal Bank of Scotland
	15 JamesSquare
	Crieff
	PH7 3HX


Solicitors	MBM Commercial LLP
	5th Floor
	125 Princes Street
	Edinburgh
	EH2 4AD


TQ360 Limited

Contents

	Page
Group strategic report	1
Directors' report	2 - 3
Independent auditors' report	4 - 7
Consolidated statement of comprehensive income	8
Consolidated balance sheet	9
Company balance sheet	10
Consolidated statement of changes in equity	11
Company statement of changes in equity	12
Consolidated statement of cash flows	13
Consolidated analysis of net debt	14
Notes to the financial statements	15 - 32


TQ360 Limited

Group strategic report

For the year ended 31 December 2024

Introduction

The directors are pleased to present their Strategic report for the Company for the year ended 31 December 2024.

Business review

The Statement of comprehensive income for the year shows turnover of £7,263,870 (2023: £7,392,989) and profit before taxation for the financial year of £2,305,318 (2023: £2,544,585).
The Groups principal activities are the provision of control assessment materials to clinical and research laboratories across the European Union and beyond; and the development, manufacture and supply of specialised molecular Quality Control materials for use in clinical and commercial laboratories. The primary aim is to provide a professional and dedicated approach to molecular quality control, with the aim of assessing and advancing the quality of molecular based infectious disease diagnosis and management. The Group continues to dedicate significant resources to research and development of quality control materials and programmes for clinically relevant infectious diseases.

Principal risks and uncertainties

The directors consider that the principal risks and uncertainties faced by the Group are in the following categories:
Credit risk
The Group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures.
Foreign exchange risk
The Group is exposed to translation and transaction foreign exchange risk arising from trading and limits its exposure by use of appropriate financial instruments.
Liquidity risk
The Group's policy is to ensure that sufficient resources are available to ensure that all obligations are met as they fall due.

Financial key performance indicators

The directors consider turnover and gross profit to be the Group's key performance indicators.

Other key performance indicators

The directors do not consider any non-financial key performance indicators to be appropriate.

This report was approved by the board on 29 September 2025 and signed on its behalf.

Dr Paul Wallace

Director

Page 1


TQ360 Limited

Directors' report

For the year ended 31 December 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

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

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

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

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £1,910,572 (2023 - £2,137,160).

Dividends of £820,000 (2023: £4,570,000) were paid in the year.

Directors

The directors who served during the year were:

Peter Fitzgerald

Richard Kelly

Dr Paul Wallace

Page 2


TQ360 Limited

Directors' report (continued)

For the year ended 31 December 2024

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Grant Thornton (NI) LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 29 September 2025 and signed on its behalf.

Dr Paul Wallace

Director

Page 3

Independent auditors' report to the members of TQ360 Limited

Opinion

We have audited the financial statements of TQ360 Limited (the 'Company') and its subsidiaries (the 'Group'), which comprise the Consolidated Statement of comprehensive income, the Consolidated and Company Balance sheets, the Consolidated Statement of cash flows, the Consolidated and Company Statement of changes in equity for the year ended 31 December 2024, and the related notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in the 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, TQ360 Limited's financial statements:

∙give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Group's and the Company as at 31 December 2024 and of the Group financial performance and cash flows for the year then ended; 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 'Responsibilities of the auditor for the audit of the financial statements' section of our report. We are independent of the Group and Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from the date 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.

Page 4

Independent auditors' report to the members of TQ360 Limited (continued)

Other information

Other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

∙the information given in the Directors' report and the Strategic Report for the year for which the financial statements are prepared is consistent with the financial statements, and

∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment we have obtained in the course of the audit, we have not identified material misstatements in the Directors' report and the Strategic 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 by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Company 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.

Page 5

Independent auditors' report to the members of TQ360 Limited (continued)

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS102 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, management is responsible for assessing the Group and 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 management either intend to liquidate the Group and Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group and Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor 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 Auditors' report that includes their 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.

A further description of an auditor's responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

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. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below:

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Data privacy laws, Employment Law, Environmental Regulations and Health and safety laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise non-compliance with the laws and regulation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant one-off or unusual transactions.

Page 6

Independent auditors' report to the members of TQ360 Limited (continued)

We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statement.
In response to these principal risks, our audit procedures included but were not limited to:

∙inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of non-compliance and whether they have knowledge of any actual, suspected or alleged fraud;

∙inspection of the company’s regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;

∙gaining an understanding of the internal controls established to mitigate risk related to fraud;

∙discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of non-compliance or opportunities for fraudulent manipulation of financial statements throughout the audit;

∙identifying and testing journal entries to address the risk of inappropriate journals and management override of controls

∙designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing

∙challenging assumptions and judgements made by management in their significant accounting estimates, including estimating useful lives of tangible fixed assets and estimating the allowance for impairment of debtors and stocks; and

∙review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of non-detection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

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.

Louise Kelly FCA (Senior statutory auditor)

for and on behalf of

Grant Thornton (NI) LLP

Chartered Accountants &

Statutory Auditors

Belfast
29 September 2025

Page 7


TQ360 Limited

Consolidated statement of comprehensive income

For the year ended 31 December 2024

	2024	2023
Note	£	£


Turnover	4	7,263,870	7,392,989
Cost of sales		(2,506,297)	(2,553,537)
Gross profit		4,757,573	4,839,452
Administrative expenses		(2,451,269)	(2,293,881)
Operating profit	5	2,306,304	2,545,571
Interest payable and similar expenses		(986)	(986)
Profit before taxation		2,305,318	2,544,585
Tax on profit	8	(394,746)	(407,425)
Profit for the financial year		1,910,572	2,137,160


Cuurency translation differences	420	4,783
Other comprehensive income for the year	420	4,783
Total comprehensive income for the year	1,910,992	2,141,943

Profit for the year attributable to:
Owners of the parent Company	1,910,572	2,137,160
	1,910,572	2,137,160

Total comprehensive income for the year attributable to:
Owners of the parent Company	1,910,992	2,141,943
	1,910,992	2,141,943

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 15 to 32 form part of these financial statements.

Page 8


TQ360 Limited Registered number:SC413670

Consolidated balance sheet

As at 31 December 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	11		364,816		364,430
			364,816		364,430
Current assets
Stocks	13	1,268,051		1,227,161
Debtors: amounts falling due within one year	14	2,036,537		683,977
Cash at bank and in hand	15	385,456		867,329
		3,690,044		2,778,467
Current liabilities
Creditors: amounts falling due within one year	16	(1,970,040)		(2,153,599)
Net current assets			1,720,004		624,868
Total assets less current liabilities			2,084,820		989,298
Provisions for liabilities
Deferred taxation	17	(89,895)		(85,365)
			(89,895)		(85,365)
Net assets			1,994,925		903,933

Capital and reserves
Called up share capital	18	3	3
Foreign exchange reserve	19	36,680	36,260
Profit and loss account	19	1,958,242	867,670
Equity attributable to owners of the parent Company		1,994,925	903,933

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Dr Paul Wallace

Director

The notes on pages 15 to 32 form part of these financial statements.

Page 9


TQ360 Limited Registered number:SC413670

Company balance sheet

As at 31 December 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	11		125,665		132,769
Investments	12		663,250		663,250
			788,915		796,019
Current assets
Debtors: amounts falling due within one year	14	273,246		285,955
Cash at bank and in hand	15	48,431		92,658
		321,677		378,613
Current liabilities
Creditors: amounts falling due within one year	16	(393,078)		(756,731)
Net current liabilities			(71,401)		(378,118)
Total assets less current liabilities			717,514		417,901

Provisions for liabilities
Deferred taxation	17	(32,135)		(33,192)
			(32,135)		(33,192)
Net assets			685,379		384,709

Capital and reserves
Called up share capital	18	3	3
Profit and loss account	19	685,376	384,706
Shareholders' funds		685,379	384,709

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Dr Paul Wallace

Director

The notes on pages 15 to 32 form part of these financial statements.

Page 10


TQ360 Limited

Consolidated statement of changes in equity

For the year ended 31 December 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	3	36,260	867,670	903,933

Profit for the year	-	-	1,910,572	1,910,572
Currency translation differences	-	420	-	420
Dividends: Equity capital	-	-	(820,000)	(820,000)
At 31 December 2024	3	36,680	1,958,242	1,994,925

Consolidated statement of changes in equity

For the year ended 31 December 2023

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	3	31,477	3,300,510	3,331,990

Profit for the year	-	-	2,137,160	2,137,160
Currency translation differences	-	4,783	-	4,783
Dividends: Equity capital	-	-	(4,570,000)	(4,570,000)
At 31 December 2023	3	36,260	867,670	903,933

The notes on pages 15 to 32 form part of these financial statements.

Page 11


TQ360 Limited

Company statement of changes in equity

For the year ended 31 December 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	3	384,706	384,709

Profit for the year	-	1,120,670	1,120,670
Dividends: Equity capital	-	(820,000)	(820,000)
At 31 December 2024	3	685,376	685,379

Company statement of changes in equity

For the year ended 31 December 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	3	392,716	392,719

Profit for the year	-	4,561,990	4,561,990
Dividends: Equity capital	-	(4,570,000)	(4,570,000)
At 31 December 2023	3	384,706	384,709

The notes on pages 15 to 32 form part of these financial statements.

Page 12


TQ360 Limited

Consolidated statement of cash flows

For the year ended 31 December 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit for the financial year	1,910,572	2,137,160
Adjustments for:
Depreciation of tangible assets	80,950	67,779
Interest expense	986	986
Taxation charge	(394,746)	(407,425)
(Increase) in stocks	(40,890)	(135,547)
(Increase)/decrease in debtors	(1,352,564)	422,303
Increase in creditors	512,687	827,947
Corporation tax paid	(296,966)	(726,897)
Unrealised foreign exchange losses	420	4,783
Net cash generated from operating activities	420,449	2,191,089

Cash flows from investing activities
Purchase of tangible fixed assets	(81,336)	(108,237)
Proceeds from sale of tangible fixed assets	-	1,383
Net cash used in investing activities	(81,336)	(106,854)
Cash flows from financing activities
Dividends paid	(820,000)	(4,570,000)
Interest paid	(986)	(986)
Net cash used in financing activities	(820,986)	(4,570,986)
Net (decrease) in cash and cash equivalents	(481,873)	(2,486,751)
Cash and cash equivalents at beginning of year	867,329	3,354,080
Cash and cash equivalents at the end of year	385,456	867,329

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	385,456	867,329
	385,456	867,329

The notes on pages 15 to 32 form part of these financial statements.

Page 13


TQ360 Limited

Consolidated Analysis of Net Debt

For the year ended 31 December 2024


At 1 January 2024	Cash flows	At 31 December 2024
£	£	£

Cash at bank and in hand	867,329	(456,651)	410,678
Debt due within 1 year	(6,756)	(482)	(7,238)
	860,573	(457,133)	403,440

The notes on pages 15 to 32 form part of these financial statements.

Page 14


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

1.	General information

TQ360 Limited is a private company limited by shares incorporated in Scotland. The registered office is 5th Floor, 125 Princes Street, Edinburgh, EH2 4AD. The registered number is SC413670.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are presented in sterling (£).

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

FRS 102 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, including notifications of, and no objections to, the use of exemptions by the Company's shareholders. The Company has taken advantage of the following exemptions in its individual financial statements:

∙from preparing a statement of cashflows, on the basis that it is a qualifying entity and the consolidated statement of cashflows, included in these financial statements, includes the Company's cashflow;

∙from the financial instrument disclosures, required under FRS 102 paragraphs 11.39 to 11.48A and paragraphs 12.26 to 12.29, as the information is provided in the consolidated financial statement disclosures;

∙from disclosing share based payment arrangements, required under FRS 102 paragraphs 26.18 (c), 26.19, 26.21 and 26,23, concerning its own equity instruments. The Company financial statements are presented with the consolidated financial statements and the relevant disclosures are included therein; and

∙from disclosing the Company key management personnel compensation, as required by FRS 102 paragraph 33.7.

The following principal accounting policies have been applied:

Page 15


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

2.3

Going concern

The financial statements have been prepared on the going concern basis. The directors have prepared forecasts and reviewed capital requirements for the twelve months from the date of approving these financial statements, which indicate that the business can continue to trade for at least twelve months.

Page 16


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 17


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 18


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

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.

Page 19


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.10

Tangible fixed assets (continued)

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	-	25%	straight line
Motor vehicles	-	25%	straight line
Fixtures and fittings	-	25%	straight line
Office equipment	-	25%	straight line
Lab equipment	-	10%	straight line

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.

2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 20


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, inclusive of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 21


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.17

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Investments in non-derivative instruments that are equity to the issuer are measured:

∙at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

∙at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an 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.

2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 22


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are required when applying accounting policies. These are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Company makes estimates and assumptions concerning the future, which can involve a high degree of judgement or complexity. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
a) Estimating useful lives of depreciable assets
The annual depreciation charge depends primarily on the estimated lives of each type of asset and, in certain
circumstances, estimates of fair values and residual values. The directors annually review these asset lives and adjust them as necessary to reflect current thinking on remaining lives in light of technological change, prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have significant impact on depreciation charges for the period. It is not practical to quantify the impact of changes in asset lives on an overall basis, as asset lives are individually determined, and there are a significant number of asset lives in use. The impact of any change would vary significantly depending on the individual changes in assets and the classes of assets impacted.
b) Recoverability of debtors
Estimates are made in respect of the recoverable value of trade and other debtors. When assessing the level of provisions required, factors including current trading experience, historical experience and the ageing profile of debtors are considered.
c) Impairment of stocks
The Company holds stocks at the financial year end. The directors are of the view that an adequate charge has been made to reflect the possibility of stocks being sold at less than cost. However, this estimate is subject to inherent uncertainty.

Turnover

Segmental information in respect of turnover is not disclosed in these financial statements as in the opinion of the directors to do so would be prejudicial to the interests of the Group.

	Exchange differences	24,787	29,154
	Other operating lease rentals	284,827	275,881

Page 23


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

6.	Employees
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	2,200,604	2,142,042
Social security costs	209,561	202,446
Cost of defined contribution scheme	88,165	88,814
	2,498,330	2,433,302

The average monthly number of employees, including the directors, during the year was as follows:

	2024	2023
	No.	No.

Average number of employees	58	71

The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL)

7.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	150,333	165,205
Group contributions to defined contribution pension schemes	8,191	8,201
	158,524	173,406

	During the year retirement benefits were accruing to no directors (2023 - NIL) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £156,116 (2023 - £160,985).

Page 24


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

Corporation tax
Current tax on profits for the year	432,472	403,461
Adjustments in respect of previous periods	(32,620)	2,291
	399,852	405,752

Total current tax	399,852	405,752

Deferred tax
Origination and reversal of timing differences	(5,995)	10,506
Prior year adjustments	889	(8,833)
Total deferred tax	(5,106)	1,673


	Tax on profit	394,746	407,425

Profit on ordinary activities before tax

2,305,318

2,544,585

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	576,330	598,486
Effects of:
Non-taxable income	-	(3,665)
Capital allowances for year in excess of depreciation	479	(237)
Effect of tax rates in foreign juristictions	18,220	13,337
Adjustments to tax charge in respect of prior periods	(32,620)	-
Other timing differences leading to an increase (decrease) in taxation	2,033	(5,893)
Research & Development deduction and tax credit	(167,619)	(194,603)
Group relief	(2,077)	-
Total tax charge for the year	394,746	407,425

Page 25


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

8.Taxation (continued)

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

9.	Dividends
		2024	2023
		£	£

	Dividends	820,000	4,570,000
		820,000	4,570,000

10.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £1,120,670 (2023 - £4,561,990).

Page 26


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

11.	Tangible fixed assets
	Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Lab equipment	Total
	£	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	230,462	721,834	23,995	192,750	219,571	248,958	1,637,570
Additions	-	76,874	-	3,440	-	250	80,564
Disposals	-	-	-	-	-	(213)	(213)
At 31 December 2024	230,462	798,708	23,995	196,190	219,571	248,995	1,717,921
Depreciation
At 1 January 2024	230,462	492,623	4,199	188,153	149,246	208,457	1,273,140
Charge for the year	-	34,803	2,400	6,499	17,701	18,562	79,965
At 31 December 2024	230,462	527,426	6,599	194,652	166,947	227,019	1,353,105
Net book value
At 31 December 2024	-	271,282	17,396	1,538	52,624	21,976	364,816
At 31 December 2023	-	229,211	19,796	4,597	70,325	40,501	364,430

Page 27


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

11.Tangible fixed assets (continued)

	Company

	Plant and machinery	Motor vehicles	Fixtures and fittings	Office equipment	Lab equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 January 2024	341,524	23,995	44,589	191,420	114,323	715,851
Additions	31,387	-	-	-	-	31,387
At 31 December 2024	372,911	23,995	44,589	191,420	114,323	747,238
Depreciation
At 1 January 2024	337,833	4,199	41,452	122,172	77,426	583,082
Charge for the year	599	2,400	1,833	16,904	16,755	38,491
At 31 December 2024	338,432	6,599	43,285	139,076	94,181	621,573
Net book value
At 31 December 2024	34,479	17,396	1,304	52,344	20,142	125,665
At 31 December 2023	3,691	19,796	3,137	69,248	36,897	132,769

Page 28


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

12.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	663,250
	At 31 December 2024	663,250

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Qnostics Limited	Scotland	Ordinary and preference	100%
	Qnostics Inc	USA	Ordinary	100%

QCMD, a company limited by guarantee, is part of the Group and under the common control of the directors.

13.	Stocks
		Group	Group
		2024	2023
		£	£

Raw materials and consumables	1,268,051	1,227,161
	1,268,051	1,227,161

Page 29


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

14.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	288,256	474,052	-	-
Amounts owed by group undertakings	-	-	186,394	165,842
Amounts owed by related party	1,618,990	-	-	-
Other debtors	87,841	87,769	29,604	31,424
Prepayments and accrued income	41,133	62,758	34,461	54,580
Tax recoverable	317	59,398	22,787	34,109
	2,036,537	683,977	273,246	285,955

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	385,456	867,329	48,431	92,658
	385,456	867,329	48,431	92,658

16.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	286,283	226,750	37,548	62,163
Amounts owed to group undertakings	-	-	313,085	316,294
Amounts owed to related party	-	-	15,000	-
Other taxation and social security	138,646	100,942	2,289	3,117
Other creditors	134,124	95,870	-	-
Accruals and deferred income	1,410,987	1,730,037	25,156	375,157
	1,970,040	2,153,599	393,078	756,731

Page 30


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

17.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(85,365)	(80,929)
(Credited)/charged to profit or loss	(4,530)	(4,436)
At end of year	(89,895)	(85,365)

Company

	2024	2023
	£	£

At beginning of year	(33,192)	(43,132)
Charged to profit or loss	1,057	9,940
At end of year	(32,135)	(33,192)

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£

	Accelerated capital allowances	(89,895)	(85,365)	(32,135)	(33,192)
		(89,895)	(85,365)	(32,135)	(33,192)

Comprising:
Liability	(89,895)	(85,365)	(32,135)	(33,192)
	(89,895)	(85,365)	(32,135)	(33,192)

18.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

34,660 (2023 - 34,660) Ordinary shares of £0.0001 each	3.4660	3.4660

Page 31


TQ360 Limited

Notes to the financial statements

For the year ended 31 December 2024

19.

Reserves

Called up share capital

This represents the nominal value of shares that have been issued.

Foreign exchange reserve

This reserve comprises translation differences arising from the translation of foreign subsidiaries.

Profit and loss account

This reserve includes all current and prior period retained profits and losses.

20.	Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £18,473 (2023: £40,532 ).

21.	Related party transactions
	The Group and Company has taken advantage of the exemption given in FRS102 section 33. This exemption permits non-disclosure of related party transactions of a wholly-owned subsidiary company. Key management are considered to be the directors. Directors remuneration is disclosed in note 6.

22.	Post balance sheet events

There has been no post balance sheets events.

23.	Controlling party

The immediate parent undertaking is TQ360 (HC) Limited, a company incorporated in Northern Ireland and the ultimate parent is Cherry Valley Qnostics Limited, a company incorporated in Northern Ireland.
In the opinion of the directors, the controlling parties are the directors.

24.	Comparative information

The amount due by related party has been reclassified from trade debtors. The prior year has been also reclassified and this adjustment has had no impact on net assets and the reported net loss as at 31 December
2023

Page 32