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REGISTERED NUMBER: 07858892 (England and Wales)

Unaudited Financial Statements

for the Year Ended 30 November 2024

for

QMINDER LIMITED

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Contents of the Financial Statements

for the year ended 30 November 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 4 |

| QMINDER LIMITED |

Company Information

for the year ended 30 November 2024

| Directors: | S Raud

| R Rungas

| Registered office: | 20-22 Wenlock Road,

| London,

| N1 7GU

| Registered number: | 07858892 (England and Wales)

| Accountants: | Cooper Parry Advisory Limited

| Broadwalk House, 5th Floor

| 5 Appold Street

| Broadgate

| London

| EC2A 2AG

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Balance Sheet

30 November 2024

2024 | 2023 |

| Notes | £ | £ | £ | £

Fixed assets

Intangible assets | 4 | - |  | - |  |

Tangible assets | 5 | 25,024 |  | 24,408 |  |

25,024 |  | 24,408 |  |

Current assets

Debtors | 6 | 200,207 |  | 197,112 |  |

Cash at bank | 317,798 |  | 61,068 |  |

518,005 |  | 258,180 |  |

Creditors

Amounts falling due within one year | 7 | 1,243,257 |  | 557,562 |  |

Net current liabilities | (725,252 | ) | (299,382 | ) |

Total assets less current liabilities | (700,228 | ) | (274,974 | ) |

Creditors

Amounts falling due after more than one year | 8 | - |  | 439,904 |  |

Net liabilities | (700,228 | ) | (714,878 | ) |

Capital and reserves

Called up share capital | 10 | 127 |  | 127 |  |

Share premium | 177,948 |  | 177,948 |  |

Retained earnings | (878,303 | ) | (892,953 | ) |

Shareholders' funds | (700,228 | ) | (714,878 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 November 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 November 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

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

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

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Balance Sheet - continued

30 November 2024

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 8 October 2025 and were signed on its behalf by:

R Rungas - Director

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Notes to the Financial Statements

for the year ended 30 November 2024

1. | Statutory information

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

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

2. | Accounting policies

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Going concern

| The financial statements have been prepared on the going concern basis. The directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due, and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

| Key source of estimation, uncertainty and judgement

| The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

| There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets.

| There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable.

| Turnover

| Turnover represents income derived from the users of the queue management systems. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Computer software is being amortised evenly over its estimated useful life of nil years.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Fixtures and fittings | - | Straight line over 4 years

| Computer equipment | - | Straight line over 3 years

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Notes to the Financial Statements - continued

for the year ended 30 November 2024

2. | Accounting policies - continued

| Financial instruments

| Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

| Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

| Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

| Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

| Taxation

| Taxation for the year comprises current tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

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

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Share based payments

3. | Employees and directors

| The average number of employees during the year was NIL (2023 - NIL).

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Notes to the Financial Statements - continued

for the year ended 30 November 2024

4. | Intangible fixed assets

Computer |

software |

| £

| Cost

| At 1 December 2023

| and 30 November 2024 | 16,012 |  |

| Amortisation

| At 1 December 2023

| and 30 November 2024 | 16,012 |  |

| Net book value

| At 30 November 2024 | - |  |

| At 30 November 2023 | - |  |

5. | Tangible fixed assets

Fixtures |

and | Computer |

fittings | equipment | Totals |

| £ | £ | £

| Cost

| At 1 December 2023 | 30,479 |  | 109,012 |  | 139,491 |  |

| Additions | - |  | 16,330 |  | 16,330 |  |

| At 30 November 2024 | 30,479 |  | 125,342 |  | 155,821 |  |

| Depreciation

| At 1 December 2023 | 26,846 |  | 88,237 |  | 115,083 |  |

| Charge for year | 3,592 |  | 12,122 |  | 15,714 |  |

| At 30 November 2024 | 30,438 |  | 100,359 |  | 130,797 |  |

| Net book value

| At 30 November 2024 | 41 |  | 24,983 |  | 25,024 |  |

| At 30 November 2023 | 3,633 |  | 20,775 |  | 24,408 |  |

6. | Debtors: amounts falling due within one year |

2024 | 2023 |

| £ | £

| Trade debtors | 160,495 |  | 168,381 |  |

| Other debtors | 39,712 |  | 28,731 |  |

200,207 |  | 197,112 |  |

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Notes to the Financial Statements - continued

for the year ended 30 November 2024

7. | Creditors: amounts falling due within one year |

2024 | 2023 |

| £ | £

| Trade creditors | 39,575 |  | 6,889 |  |

| Amounts owed to group undertakings | 451,539 |  | - |  |

| Taxation and social security | 2,027 |  | 7,256 |  |

| Other creditors | 750,116 |  | 543,417 |  |

1,243,257 |  | 557,562 |  |

8. | Creditors: amounts falling due after more than one year |

2024 | 2023 |

| £ | £

| Bank loans (see note 9) | - |  | 439,904 |  |

9. | Loans

| An analysis of the maturity of loans is given below:

2024 | 2023 |

| £ | £

| Amounts falling due between one and two years:

| Bank loans - 1-2 years | - |  | 439,904 |  |

10. | Called up share capital

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

value: |  | £ | £

| 1,267,887 | Ordinary | £0.0001 | 127 |  | 127 |  |

11. | Related party disclosures

| At the year end, the company owed £451,539 (2023: Nil) to it's parent company Qminder OU (formally Masara OU). The loan is non interest bearing and repayable on demand.

12. | Ultimate controlling party

| The immediate controlling party is Qminder OU (formally Masara OU), a company incorporated in Estonia with its registered office is situated at Paju TN2, Tartu, Tartumaa, Estonia, 50603.

| QMINDER LIMITED (REGISTERED NUMBER: 07858892) |

Notes to the Financial Statements - continued

for the year ended 30 November 2024

13. | Share based payments

| The company operates an EMI qualifying share option scheme and during the year the company granted £nil (2023: 54,794) EMI qualifying share options to employees. At the statement of financial position date £nil share options vested (2023: 29,164), £nil lapsed (2023: 925) and £nil options were exercised (2023: 309). At the statement of financial position date, £nil vested share options remained exercisable (2023: 27,930) and nil options had yet to vest (2023: nil). An amount of £nil has been charged to the income statement in respect of the EMI qualifying share options (2023: £nil).

| At the time of the group restructuring, all EMI share options previously granted by the company were assumed by the parent company (Qminder OÜ). As a result, there are no longer any share options vesting within the company, and the associated share based payment charges have been transferred and recognised in the parent company. The Company no longer holds ongoing obligations in respect of these options.