REGISTERED NUMBER: 07858892 (England and Wales)

Unaudited Financial Statements

for the Year Ended 30 November 2024

for

QMINDER LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

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

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.

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

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

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).

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

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.

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.