Company registration number 10509140 (England and Wales)
QUANTANITE UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
QUANTANITE UK LIMITED
COMPANY INFORMATION
Director
Mr S Watson
Company number
10509140
Registered office
3rd Floor
45 Albemarle Street
Mayfair
London
England
W1S 4JL
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
QUANTANITE UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Director's report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes forming part of the financial statements
13 - 24
QUANTANITE UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The D irector presents the strategic report for the year ended 31 December 2024.

Review of the business

Quantanite UK Limited provides outsourcing services to enterprises in Retail, Food on Demand, Travel, Home Services and Technology sectors. Our offerings include Customer Experience services as well as Enterprise Operations services, supported by advanced analytical frameworks. Our clients hire our services for the exceptional quality of our human caliber, process expertise and commercial value.

In 2024, we achieved a turnover of £21.06 million (2023: £17.17 million) and operating profit of £3.05 m illion (1 5% of revenue) (2023: £3.03 million (18% of revenue). Our key sources of growth include winning new business in our chosen industries as well as expanding revenue from existing clients through strong account management.

During FY24, the Group secured seven new client wins, generating total revenue of £1,770,523 for the year. These new contracts reflect the Group’s ongoing business development activities and contribution to overall revenue growth.

We made significant investments in bolstering our leadership across our service delivery centres, US and UK sales and business development teams. Our technology solutions and support practice, established under our Q Labs umbrella in India, gained strong roots, producing numerous key AI-first solution platforms that proved instrumental in increasing our operational efficiency and work effectiveness across recruitment, employee engagement, quality assurance, customer support and data transcription services.

Our client satisfaction scores and employee satisfaction scores held steady and continue to reflect the quality and positive nature of our client services and workplace environment.

Principal risks and uncertainties

The risk of severe disruption and business downsizing owing to large scale, efficient and affordable adoption of Artificial Intelligence by our clients remains a key risk factor in our growth. Our mitigation approach is to increase investments in increasing our technology offerings and disincentivising our clients to move elsewhere.

We remain vigilant in managing client concentration risk by constantly diversifying our sources of revenue via new clients as well as new service offerings to clients in our installed base.

Our offshore locations are prone to service disruption from geo-political and local/national events of unrest. We have invested and will continue to do so in appropriate business continuity plans.

The core CX (Customer Experience) outsourcing market remains an excessively competitive market prone to service commoditization. We intend to differentiate and protect our profitability by the virtue of our market position of being a compelling high-tech (AI-led) high-expertise provider.

With the increase in digitalization of process outsourcing and rapid adoption of AI in process delivery, the risk of data breach or violation of data privacy policies locally in the markets we operate, could increase our liabilities and cause reputational damage. We protect ourselves from this risk via better contractual and process compliance as well as increased awareness training across the organization.

Key performance indicators

Revenue: 2024 vs 2023 revenue growth was 23%

Revenue: 2023 vs 2022 revenue growth was 5%

Operating profit 2024 : £3.05 million and 1 5% of revenue

Operating profit 2023: £3.03 million and 18% of revenue

QUANTANITE UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Future Outlook

Our focus will remain on generating growth by harnessing the potential of AI in the outsourcing market. We believe that this technology will fundamentally disrupt the sector - and hence our goal is to increase investments in developing technologies that we embed in our services and increase the overall competitiveness of our service portfolio and market position.

We intend to invest further in technology and go-to-market partners who will add scale to our growth and delivery.

We intend to seek additional growth from new geographies and also view this as a source of mitigating risk of over reliance on current service delivery locations.

Going Concern

The Company is a profitable trading company within the Quantanite Holdings Limited (the ‘Group’), providing outsourcing services to enterprises in Retail, Food on Demand, Travel, Home Services and Technology sectors. As at 31 December 2024, the Company holds net current assets of £8,181,830 (2023: £5,756,616), cash of £3,634,742 (2023: £1,607,527) and made a profit before tax of £2,938,428 (profit before tax 2023: £2,943,954) for the year then ended.

As the Company is included within the group, the directors have reviewed the Group’s cash flow forecast, of which the company is a member, for the next 12 months and they believe that taking into account reasonably possible changes in projected profitability, contracted and recurring revenue, available liquid resources and scheduled repayments of debt, the Company has adequate resources to continue in operational existence for the foreseeable future.

The common directors across the Group are monitoring trading and have considered a worst-case scenario to ensure it fully understands what actions are needed, if appropriate, to ensure it can continue its operations for the foreseeable future. On this basis, the directors are satisfied the Group remains well placed to manage its business risks successfully and provide any required support to the company as needed. Based on the scenario analysis performed, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of 12 months from the date of approval of the financial statements and will continue to be able to meet its obligations as they fall due. Hence, the Company has obtained a letter of support from the parent company Quantanite Holdings Limited so that in the unlikely event the financial position of the Company deteriorated, it would have the financial support of its parent company.

On behalf of the board

Mr S Watson
Director
30 October 2025
QUANTANITE UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

The Director presents the Company's annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of provision of data analytics applying Generative Artificial Intelligence systems.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were pai d (2023 - £742,000). The director does not recommend payment of a final dividend.

Director

The Director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr M Tamminen
(Resigned 25 January 2025)
Mr S Watson
(Appointed 25 January 2025)
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its director during the year. These provisions remain in force at the reporting date.

Financial instruments

The company's financial instruments at the balance sheet comprise cash and liquid resources. The main purpose of these financial instruments are to provide finance for the company's operations. The company has various other financial instruments such as trade debtors and trade creditors, that arise directly from its operations.

The main risks arising from the company's financial instruments are foreign currency, interest and liquidity risk.

Liquidity risk

We are exposed to liquidity risk in the ordinary course of doing business due to sudden economic downturn, client bankruptcies, or unexpected contract terminations which could disrupt our cash flow. We ensure to meet short-term financial obligations like payroll or operational expenses, as it could lead to service disruptions, employee attrition, and reputational damage. Maintaining sufficient cash reserves and a diversified client base is crucial to mitigate liquidity risks and ensure business continuity.

Other risk

Our debt exposes us to market risk from changes in interest rates. We perform a sensitivity analysis to determine the effect of interest rate fluctuations on our interest expense.

We are exposed to foreign currency exchange rate risk in the ordinary course of doing business as we transact or hold a portion of our funds in foreign currencies. Accordingly, we periodically evaluate the need for hedging strategies.

Borrowing facilities

The company has committed borrowing facilities.

Auditor

BDO LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

QUANTANITE UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Statement of director's responsibilities

The Director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the D irector must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the Director is required to:

- select suitable accounting policies 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; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Director is 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 enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The Director's Report was approved by the Board and signed on its behalf by
Mr S Watson
Director
30 October 2025
QUANTANITE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF QUANTANITE UK LIMITED
- 5 -
Opinion on the financial statements

In our opinion, the financial statements:

- give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Quantanite UK Limited ("the C ompany") for the year ended 31 December 2024 which comprise Statement of comprehensive income, Balance sheet, Statement of changes in equity, Statement of cash flows, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their 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).

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 Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Director's 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the Director with respect to going concern are described in the relevant sections of this report.

Other information

The Director is responsible for the other information. The other information comprises the information included in the strategic report, director's report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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 course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the S trategic report and the D irector's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic report and the Director's report have been prepared in accordance with applicable legal requirements.

QUANTANITE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF QUANTANITE UK LIMITED (CONTINUED)
- 6 -

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Director’s 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, or

• returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of Director’s remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilites of Director

As explained more fully in the Statement of Director’s Responsibilities, the Director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Director determines 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, the Director is responsible for assessing the 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 the Director either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives 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 auditor's report that includes our 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.

Extent to which the audit was 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

- Our understanding of the Company and the industry in which it operates;

- Discussion with management and those charged with governance

- Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations;

We considered the significant laws and regulations to be United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006 and relevant tax compliance legislation .

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be health and safety legislation, Data Protection Act 2018, Corporation Tax and VAT Act.

QUANTANITE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF QUANTANITE UK LIMITED (CONTINUED)
- 7 -

Our procedures in respect of the above included:

- Review of minutes of meetings of those charged with governance for any instances of non-compliance with laws and regulations;

- Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations;

- Review of financial statement disclosures and agreeing to supporting documentation;

- Review of legal expenditure accounts to understand the nature of expenditure incurred; and

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:

- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

- Obtaining an understanding of the Company’s policies and procedures relating to:

  - Detecting and responding to the risks of fraud; and

  - Internal controls established to mitigate risks related to fraud.

- Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud;

- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of control and specific risk associated with potential fraud in revenue recognition through posting of fictitious revenue related journals during the year.

Our procedures in respect of the above included:

- Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation and assessing the business rational behind the entries;

- Challenging management’s assessments, assumptions and evaluating data used as the basis for making estimates to assess whether judgements made in making accounting estimates are indicative of potential bias by management; and

- Testing unusual combinations to revenue journal entries by agreeing to supporting documentation and assessing the business rational behind the entries.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

QUANTANITE UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF QUANTANITE UK LIMITED (CONTINUED)
- 8 -

Use of our report

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.

Omar Ali (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
4 November 2025
London, UK
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
QUANTANITE UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
as restated
Notes
£
£
Turnover
3
21,057,586
17,172,267
Cost of sales
(13,029,851)
(9,413,982)
Gross profit
8,027,735
7,758,285
Administrative expenses
(4,975,687)
(5,238,569)
Exceptional item
4
-
0
512,722
Operating profit
5
3,052,048
3,032,438
Interest receivable and similar income
9
13,537
5,874
Interest payable and similar expenses
10
(127,157)
(94,357)
Amounts written off investments
-
(1)
Profit before taxation
2,938,428
2,943,954
Tax on profit
11
(633,167)
(771,119)
Profit for the financial year
2,305,261
2,172,835

All amounts related to continued operations.

The notes on pages 13 to 24 form part of these financial statements.

QUANTANITE UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
13
26,891
27,920
Current assets
Debtors
14
7,451,654
6,522,962
Cash at bank and in hand
3,634,742
1,607,527
11,086,396
8,130,489
Creditors: amounts falling due within one year
15
(2,904,566)
(2,373,873)
Net current assets
8,181,830
5,756,616
Total assets less current liabilities
8,208,721
5,784,536
Creditors: amounts falling due after more than one year
16
(158,824)
(423,788)
Provisions for liabilities
Deferred tax liability
18
-
0
5,337
-
(5,337)
Net assets
8,049,897
5,355,411
Capital and reserves
Called up share capital
20
125
125
Share option reserve
753,481
364,256
Profit and loss reserves
7,296,291
4,991,030
Total equity
8,049,897
5,355,411

The notes on pages 13 to 24 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 October 2025 and are signed on its behalf by:
Mr S Watson
Director
Company registration number 10509140 (England and Wales)
QUANTANITE UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share option reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
125
71,491
3,560,195
3,631,811
Profit and total comprehensive income
-
-
2,172,835
2,172,835
Dividends
12
-
-
(742,000)
(742,000)
Equity settled share options
-
292,765
-
0
292,765
Balance at 31 December 2023 as restated
125
364,256
4,991,030
5,355,411
Profit and total comprehensive income
-
-
2,305,261
2,305,261
Equity settled share options
-
389,225
-
0
389,225
Balance at 31 December 2024
125
753,481
7,296,291
8,049,897

The notes on pages 13 to 24 form part of these financial statements.

QUANTANITE UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
2,679,056
1,041,852
Interest paid
(127,157)
(94,357)
Income taxes paid
(298,794)
(299,196)
Net cash inflow from operating activities
2,253,105
648,299
Investing activities
Purchase of tangible fixed assets
(9,410)
(8,983)
Proceeds from disposal of tangible fixed assets
-
0
1,222
Proceeds from disposal of subsidiaries
-
0
1
Interest received
13,537
5,873
Net cash generated from/(used in) investing activities
4,127
(1,887)
Financing activities
Repayment of bank loans
(230,017)
(203,050)
Dividends paid
-
0
(742,000)
Net cash used in financing activities
(230,017)
(945,050)
Net increase/(decrease) in cash and cash equivalents
2,027,215
(298,638)
Cash and cash equivalents at beginning of year
1,607,527
1,906,165
Cash and cash equivalents at end of year
3,634,742
1,607,527

The notes on pages 13 to 24 form part of these financial statements.

QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information

Quantanite UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 45 Albemarle Street, Mayfair, London, England, W1S 4JL.

1.1
Accounting convention

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

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

1.2
Going concern

The Company is a profitable trading company within the Quantanite Holdings Limited (the ‘Group’), providing outsourcing services to enterprises in Retail, Food on Demand, Travel, Home Services and Technology sectors. As at 31 December 2024, the Company holds net current assets of £true 8,181,830 (2023: £5,756,616), cash of £3,634,742 (2023: £1,607,527) and made a profit before tax of £2,938,428 (profit before tax 2023: £2,943,954) for the year then ended.

As the Company is included within the group, the directors have reviewed the Group’s cash flow forecast, of which the company is a member, for the next 12 months and they believe that taking into account reasonably possible changes in projected profitability, contracted and recurring revenue, available liquid resources and scheduled repayments of debt, the Company has adequate resources to continue in operational existence for the foreseeable future.

The common directors across the Group are monitoring trading and have considered a worst-case scenario to ensure it fully understands what actions are needed, if appropriate, to ensure it can continue its operations for the foreseeable future. On this basis, the directors are satisfied the Group remains well placed to manage its business risks successfully and provide any required support to the company as needed. Based on the scenario analysis performed, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of 12 months from the date of approval of the financial statements and will continue to be able to meet its obligations as they fall due. Hence, the Company has obtained a letter of support from the parent company Quantanite Holdings Limited so that in the unlikely event the financial position of the Company deteriorated, it would have the financial support of its parent company.

QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.3
Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates and value added tax.

Turnover is attributable to the analysis of a wide range of data applying Generative Artificial Intelligence systems.

Quantanite services revenue is derived from data analytics applying Generative Artificial Intelligence systems recognised at the point of delivery.

Managed services and support contracts income (Growthonics ongoing service) are recognised evenly over the period of the contract.

Turnover includes intercompany revenue from the US entity. In line with the Group’s transfer pricing policy, any net profit earned in excess of 3% by USA from these intercompany transactions is recharged back to the UK entity as a cost. This recharge reflects the support and operational services provided by the Group’s delivery centres in India, South Africa, and Bangladesh, for which costs are ultimately recharged to the UK entity in generating the US revenue.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Tangible fixed assets

Tangible fixed assets 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:

Plant and machinery
20% reducing balance

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.

1.6
Impairment of fixed assets

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.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet 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

Basic financial assets, which include debtors, group loans 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.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, advances from group entities and preference shares that are classified as debt, 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 paymen ts 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 creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

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.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

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 fixed 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.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.15

Share options

The Company accounts for share options granted by its parent company to the Company's employees. The cost of these share options is recharged by the parent and recognised as an expense in the Company's profit or loss. The fair value of the share options is measured at the grant date and allocated over the vesting period. The Company recognises a corresponding increase in equity for the recharge from the parent.

QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Bad debt provision

In order to monitor potential credit losses, we perform ongoing credit evaluations of our customer's' financial condition. An allowance for doubtful accounts is maintained for potential credit losses based upon management's assessment of the expected collectability of all accounts receivable. The allowance for doubtful accounts is reviewed periodically to assess the adequacy of the allowance.

Impairment of group loans

The Company makes an estimate of the recoverable value of group loans. When assessing the impairment of group loans management considers whether there is objective evidence of impairment including:

- economic or legal reasons relating to the debtors' financial difficult y; and

- observable data indicating that there has been a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those asset.

3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Quantanite Services
11,021,131
11,176,721
Growthonics Ongoing Services
319,170
890,951
Intercompany revenue from US
9,717,285
5,104,595
21,057,586
17,172,267
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
4,333,226
4,663,181
Europe
88,606
487,639
United States
16,479,526
11,795,012
Rest of the World
156,228
226,435
21,057,586
17,172,267
QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
4
Exceptional item
2024
2023
£
£
Expenditure
Amounts written off related party loans
-
(512,722)
5
Operating profit
2024
2023
as restated
Operating profit for the year is stated after charging:
£
£
Exchange losses
39,569
93,499
Depreciation of tangible fixed assets
10,439
7,932
Share-based payments
389,225
292,765
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
79,750
17,000
7
Employees

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

2024
2023
Number
Number
Sales
1
1
Executive
4
4
Finance
2
2
Operations
3
3
Customer Service
1
1
Marketing
1
1
Total
12
12

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
2,035,521
1,945,535
Social security costs
198,170
209,242
Pension costs
26,440
59,473
2,260,131
2,214,250
QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
8
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
21,230
16,498
Company pension contributions to defined contribution schemes
-
23,512
21,230
40,010

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

As total directors' remuneration was less than £200,000 in the current and prior year, no disclosure is provided for either year in relation to the highest paid director.

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
13,537
5,874
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
13,537
5,874
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
127,157
94,357
11
Taxation
2024
2023
as restated
£
£
Current tax
UK corporation tax on profits for the current period
844,536
771,119
Deferred tax
Origination and reversal of timing differences
(211,369)
-
0
Total tax charge
633,167
771,119
QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Taxation
(Continued)
- 20 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
as restated
£
£
Profit before taxation
2,938,428
2,943,954
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
734,607
691,829
Tax effect of expenses that are not deductible in determining taxable profit
(195,611)
10,490
Group relief
(3,392)
-
0
Permanent capital allowances in excess of depreciation
257
-
0
Share based payment charge
97,306
68,800
Taxation charge for the year
633,167
771,119

There is no indication that the tax rates are likely to change in the near future.

12
Dividends
2024
2023
£
£
Final paid
-
0
742,000
13
Tangible fixed assets
Plant and machinery
£
Cost
At 1 January 2024
55,400
Additions
9,410
At 31 December 2024
64,810
Depreciation and impairment
At 1 January 2024
27,480
Depreciation charged in the year
10,439
At 31 December 2024
37,919
Carrying amount
At 31 December 2024
26,891
At 31 December 2023
27,920
QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
3,771,120
4,319,929
Amounts owed by group undertakings
3,158,551
1,831,763
Prepayments and accrued income
315,951
371,270
7,245,622
6,522,962
2024
2023
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 18)
206,032
-
0
Total debtors
7,451,654
6,522,962

All balance s held within amounts owed by group undertakings are interest free and repayable on demand.

Included within trade debtor s is a balance of £1.6 million due from Quantanite USA, a company under common control.

15
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
17
264,568
229,621
Trade creditors
132,603
390,390
Corporation tax
1,603,675
1,057,933
Other taxation and social security
138,600
165,066
Deferred income
17,429
22,229
Other creditors
58,739
58,625
Accruals
688,952
450,009
2,904,566
2,373,873

At the year ended 31 December 2024 the corporation tax liability is comprised of both the current and prior year balances.

16
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
17
158,824
423,788
QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
17
Loans and overdrafts
2024
2023
£
£
Bank loans
423,392
653,409
Payable within one year
264,568
229,621
Payable after one year
158,824
423,788

The long-term loans are secured by fixed charges over the assets of the company as security for the bank loans.

Borrowings are sourced from two external lenders. The fir st includes a total amount of interest payable of £30,327 and matures on 1 May 2026, while the second includes a total amount of interest payable of £6,991 and matures on 26 February 2027.

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated capital allowances
-
5,337
(6,723)
-
Provisions
-
-
212,755
-
-
5,337
206,032
-
2024
Movements in the year:
£
Liability at 1 January 2024
5,337
Credit to profit or loss
(211,369)
Asset at 31 December 2024
(206,032)
19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
26,440
59,473

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of £1 each
125
125
125
125

The company has in issue one class of Ordinary share, which holds full voting, dividend, and capital distribution rights.

21
Related party transactions

The company has taken advantage of the disclosure exemptions available in FRS102 section 33 in relation to balances and transactions between wholly owned members.

22
Ultimate controlling party

The immediate parent company is Quantanite Holdings Limited incorporated in Jersey by virtue of 100% ownership of the issued ordinary share capital of the company.

The ultimate controlling party of the company during the year is Mr M. Tamminen by virtue of his controlling ownership of the issued ordinary share capital in the group.

23
Prior year adjustment

The comparative figures for 2023 have been restated to account for the cost for share options provided by the Parent company in its share capital to the employees of the Company which were not accounted for in the previous year. This adjustment has resulted in an increase in the administrative expenses and share option reserve by £292,765 and a restatement of the brought forward from 2022 of £71,491. There is no impact of this adjustment on the net assets of the previous year

QUANTANITE UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
24
Cash generated from operations
2024
2023
as restated
£
£
Profit after taxation
2,305,261
2,172,835
Adjustments for:
Taxation charged
633,167
771,119
Finance costs
127,157
94,357
Investment income
(13,537)
(5,874)
Depreciation of tangible fixed assets
10,439
7,932
Other gains and losses
-
1
Equity settled share based payment expense
389,225
292,765
Movements in working capital:
Increase in debtors
(722,660)
(1,572,441)
Decrease in creditors
(45,196)
(620,222)
Decrease in deferred income
(4,800)
(98,620)
Cash generated from operations
2,679,056
1,041,852
25
Analysis of changes in net funds
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
1,607,527
2,027,215
3,634,742
Short term borrowings
(229,621)
(34,947)
(264,568)
Long term borrowings
(423,788)
264,964
(158,824)
954,118
2,257,232
3,211,350
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