The directors present the strategic report for the Period ended 31 December 2024.

The results for the period ended 31 December 2024 are set out in the profit and loss account on page 6.

Quai Administration and its Subsidiaries ("the group") continued to make good progress during the period with ongoing regular administration fees increasing to £5.0m. Assets under Administration (“AUA") increased to over £2bn which together with a strong pipeline of new business provides a solid platform for further growth in fee income.

During the period, the group acquired and migrated a book of business called Intelligent Money. This acquisition has now been successfully integrated into the existing business.

The group continues to make significant investment in developing its proprietary technology platform extending the range of products and services it supports and automating process flows whilst making integration with customers and their investors simpler, more cost effective and secure. At 31 December 2024 circa 260,000 investor accounts were supported by the platform.

The board and senior executive management team regularly reviews risks and uncertainties facing the business and maintains a risk register outlining the nature of the analysed risk, categorised by impact (inherent risk) and in each case setting out risk mitigation activities and residual risk. The principal risks faced by the business are considered below.

Liquidity Risk – there is a risk that cashflow is insufficient to meet ongoing overheads. The board review cash forecasts on a monthly basis and considers action that might need to be taken in order to improve cash flow and make available additional working capital. The group has been able to raise additional capital when necessary and as revenue grows (underpinned by a stable cost base) and new clients from an already strong pipeline launch their products on the platform, the Board are confident that necessary further capital could be raised if required.

Regulatory Risk – the group operates in a highly regulated environment, providing services to customers who undertake activities as regulated financial service businesses. There is risk associated with the activities undertaken in the provision of savings and investment products, in the governance of the products and documentation supporting the products. The outsourced administration services involve provision of services designed to support customers’ ability to comply with FCA rules. To mitigate this risk the group employs suitably qualified senior managers with wide-ranging financial sector expertise in other regulated businesses. In addition, third party systems and third party consulting expertise is utilised as and when required. Regulatory change is routinely monitored and planned for where it impacts the business.

Operational Risk – This risk arises from processes undertaken within and transactions flowing through the group's technology platform. The risks associated with technological and operational process failure is carefully reviewed by the senior management team and where necessary discussed with the board. The group continues to invest in improving its internal controls around data processing; ensuring that issues when they arise are logged, analysed and remedial action taken.

The parent company result for the period ended 31 December 2024 includes revenue of £5.63m and administrative expenses of £4.41m leading to a reported loss for the year of £425k.

During the period, the group re-financed the Prefcap Loan which was due to be repaid in March 2024. This was re-financed with Hambro Perks (now rebranded to Salica) and allowed the loan to be repaid and further cash injection to be made into the business to continue to fund its growth. The group also extended a loan with Calculus Capital due to be repaid in July 2024 to July 2027.

In May 2024 the parent company bought a book of business from another regulated business (Intelligent Money) just prior to that company going into administration. This acquisition added over £1bn of Assets under Administration (AUA) and 20,000 customers to the group with Quai Investment Services Limited taking on the regulatory business resulting from the purchase.

The directors are pleased to report that the acquired business, based in Nottingham, has been successfully embedded within the existing business.

Throughout 2024 the group has partnered with a new strategic tech partner to help the business offer new solutions to the wealth market. The integration of some of the tech will be ongoing throughout 2025. The group also refined its pension offering throughout 2024, ensuring it provided flexibility to its clients within the operating model and the this has been reflected in the pipeline of pension customers.

The key financial performance indicators used by the business are revenue, gross margin, forecast cash resources and EBIT. These are complemented by KPI’s associated with AUA growth, number of investor accounts supported and target operational performance linked to customer Service Level Agreements. Turnover increased from the previous financial year and while the loss has also increased as the business continues to increase its client base and operations. Other KPIs have increased within the financial period; customer numbers have grown by a further 53k and customer AUA by £1bn, partly driven by the Intelligent Money acquisition.

Research & development activities

The group has several innovative projects underway this year which will again be recognised for Research & Development specifically around functionality for straight through Pension transfers, increasing the speed, scale and efficiencies.

Future developments

The group continues to develop new products in the financial space and will continue to improve these products with different features and efficiency projects to ensure that its clients get best of breed services and system efficiencies to service the underlying customer. Further IT development will add simpler integration for clients as well as providing more scalability as the company continues to grow. Further partnerships will also continue to help grow the business.

Important events occurring since the year end

In August 2025, the parent company raised further share capital and converted its existing convertible loan notes into equity. The parent company also increased its existing loan with Salica to continue to fund its growth.

Streamlined Energy and Carbon Reporting

As an online and paperless group with a workforce of 53 employees and a small office footprint, the group falls under the definition of a low energy user and is therefore exempt from the reporting requirement under SECR.

Section 172 (1) Statement and statement of engagement with other stakeholders

The directors provide the following statement pursuant to the Companies Act 2006 (as amended by Companies (Miscellaneous Reporting) Regulations 2018) (the “Act”) to describe how they have acted in accordance with their duty under Section 172 of the Act (“Section 172”) to promote the success of the Company for the benefit of its member(s) as a whole, and in so doing, how they have had regard to those factors set out in Section 172, (1) (a) to (f) during the financial year.

Furthermore, in compliance with the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended by the Companies (Miscellaneous Reporting) Regulations 2018), the directors provide the statement which follows to describe how they have engaged with employees, and how they have had regard to employee interests and the need to foster the Company’s business relationships with suppliers, customers and others, and in each case, the effect of that regard, including on the principal decisions taken by the Company during the financial year.

Section 172 requires a director to have regard to the following matters, among others, when discharging their duty;

• the likely consequences of any decision in the long term;

• the interests of the Company’s employees;

• the need to foster the Company’s business relationships with suppliers, customers and others;

• the impact of the Company’s operations on the community and the environment;

• the desirability of the Company maintaining a reputation for high standards of business conduct; and

• the need to act fairly as between members of the Company.

The board directors of the Company (“the Board”) is collectively responsible for managing the affairs of the Company to achieve its long-term prosperity by making important decisions, monitoring the underlying performance of the Company, as well as being a means for establishing ethical standards. Understanding the interests of key stakeholders is an important part of the Company’s strategy and helps inform the directors’ decision making throughout the year.

Board meetings are held monthly where the directors will consider the Company’s principal activities and make decisions. Board and Ad-hoc Meetings are scheduled to provide adequate time for consideration and discussion by the directors of the interests of stakeholders, and for the directors to seek further information from management, as required. As a part of those meetings, the directors receive information in a range of different formats to assist them in discharging their responsibilities under Section 172 when making relevant decisions. This information may include, among other things, reports and presentations on financial and operational performance, business updates, budget planning and forecasts, HR matters, as well as specific areas of engagement, such as employee opinion surveys. When making decisions, the Board seeks to understand the impact on each of its stakeholders, including the likely consequences of a decision in the long term, whilst acknowledging that a decision will not necessarily be favourable for all stakeholders, as there may be competing interests between them.

The Company follows a range of policies in place to protect employees and provide a safe working environment, to ensure compliance with all regulatory requirements and adherence to the highest professional and ethical standards in dealing with customers, suppliers and colleagues. In doing so, and by balancing the interests of the Company’s stakeholders when making decisions, the Board seeks to maintain a reputation for high standards of business conduct. The directors seek to engage directly with stakeholders wherever possible on certain issues.

On behalf of the board

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

The Company’s principal activities are the provision of outsourced administration of investment products, including Pensions, Individual Savings Accounts (“ISA’s”), Lifetime ISA’s and General Investment Accounts. The range of activities has been extended during the year to include provision of tax wrapped investment and savings products where these are required by the Group’s customers.

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

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

Price Bailey LLP were appointed 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.

As the group has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

The directors are responsible for preparing the Annual Report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, 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 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 and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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 auditor of the company 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 auditor of the company is aware of that information.

We have audited the financial statements of Quai Administration Services Ltd (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the Period 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.

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 are independent of the group and parent 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. 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 and parent 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial Period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' 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 parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent 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.

As explained more fully in the directors' responsibilities statement, the directors are 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 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, the directors are responsible for assessing the parent 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 directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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.

• We identified the laws and regulations applicable to the company through discussion with directors and our knowledge of the business.

• To address the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments;

• Assessing whether the judgements made in accounting estimates are indicative of a potential bias;

• We evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business;

• Enquiring of management as to actual and potential litigation and claims;

• Making enquires of management as to their knowledge of actual and suspected fraud;

• We reviewed the financial statement disclosures.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. The primary responsibility for the prevention and detection of fraud rests with those charged with the governance of the company and management.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £424,601 (2023 - £797,170 loss).

Quai Administration Services Ltd (“the company”) is a private company limited by shares and incorporated in England and Wales. The registered office is 16 Tesla Court, Innovation Way, Lynch Wood, Peterborough, PE2 6LF.

The group consists of Quai Administration Services Ltd and all of its subsidiaries.

The financial statements cover an extended reporting period of 14 months, from 1 November 2023 to 31 December 2024, rather than the standard 12-month period. This extended period was adopted to align with reporting requirements for the subsidiary Quai Investment Services Ltd. As a result, the amounts presented in the financial statements, and the related notes are not directly comparable.

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 amounts 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.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Quai Administration Services Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

The directors are required to prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.  In assessing the appropriateness of this assumption, the directors have considered the group’s ability to meet its liabilities as they fall due for a period of at least 12 months from the date of signing of the financial statements. This includes consideration of the available cash resources arising from new loan facilities agreed since the end of the financial year, together with a review of profit projections and cash flow forecasts which indicate that existing cash resources will be sufficient to meet ongoing liabilities for the period of assessment.

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 2 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

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:

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 recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, 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.

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

The proceeds received from the issue of the convertible loan notes are allocated between their financial liability and equity components. The financial liability is initially recognised at fair value (being the discounted cash flows using a market rate of interest that would be payable on a similar instrument that does not include an option to convert). The equity component is assigned to the residual amount after deducting this fair value liability from the fair value of the financial instrument as a whole. It is recognised in the ‘Equity reserve’ within shareholders’ equity. More information is provided in note 18.

The financial liability is subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet. The difference between the interest expense and the coupon payable is added to the carrying amount of the liability in the balance sheet. Issue costs are apportioned between the liability and equity components of the convertible loan notes based upon their relative carrying amounts at the date of issue. The portion relating to the equity component is charged directly against equity.

Upon conversion of the financial liability to shares, the amortised cost carrying value of the liability is derecognised in the balance sheet and an amount equal to this value is recognised within equity. The original equity component recognised at inception is reclassified from equity reserve to share premium. Upon redemption of the financial liability for cash consideration, the consideration is allocated to the amortised cost carrying value of liability and equity components at the date of the redemption. To the extent that the amount of the consideration allocated to the liability differs from the amortised cost carrying amount of the liability, the difference is recognised in the statement of comprehensive income.

Equity instruments issued by the group 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 group.

The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 if, and only if, there is 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.

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.

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

The company has taken the exemption relating to share-based payments on transition to FRS102 and has not applied FRS102 to equity instruments that were granted before the date of the transition.

In the case of options granted after the transition date, fair value is measured by reference to the Black-Scholes pricing model.

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 leased asset are consumed.

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.

Research and development

Research and development expenditure is written off to the profit and loss account in the year in which it is incurred.

Associated tax credit claims are only included in the profit and loss account when they are certain and have been agreed by and received from H M Revenue and Customs.

In the application of the group’s accounting policies, the directors are 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.

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

Their aggregate remuneration comprised:

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

The actual charge/(credit) for the Period can be reconciled to the expected credit for the Period based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 31 December 2024 are as follows:

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity.

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The effective rate of interest is 10%. The total accrued interest at the period end is £83,258 (2023: £16,575).

The equity component of the convertible loan notes has been credited to the equity reserve.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

Since 31 December 2024, 20,000 £0.01 ordinary share options, with an exercise option price of £6 per share were issued in October 2025

Of the 159,750 £0.01 ordinary share options outstanding at 31 December 2024, none have since been forfeited. No equity settled share-based payment expense has been recognised on the basis that the fair value of the option is negligible.

The options outstanding issued during 2024 period end have a 10 year option period.

Since 31 December 2024, 20,000 £0.01 ordinary share options, with an exercise option price of £6 per share were issued in October 2025

Of the 159,750 £0.01 ordinary share options outstanding at 31 December 2024, none have since been forfeited. No equity settled share-based payment expense has been recognised on the basis that the fair value of the option is negligible.

The options outstanding issued during 2024 period end have a 10 year option period.

A Ordinary shares and Ordinary shares carry no restrictions on voting rights and the distribution of dividends. A Ordinary shares have enhanced priority rights to the return of capital and distribution on exit. Deferred shares carry no voting rights, no rights to dividends or rights to participate in a return of assets on disposal or a capital reduction.

On 28 May 2024 Quai Administration Services Ltd acquired the trade, certain assets and liabilities of Intelligent Money Ltd. This was acquired just prior to that company going into administration. The acquisition added £1bn of Assets under Administration (AUA) and circa 20,000 customers to the group, increasing the group's market share and position.

In addition to the above, the group took ownership of the Intelligent Money bank account. This came with cash in hand of £2,840, which was paid for in cash to the administrators.

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

The following amounts were outstanding at the reporting end date:

On 3 July 2019, £150,000 fixed rate unsecured loan notes with a maturity date of July 2024 (amended to July 2027) were issued to a venture capital trust linked to the A ordinary shareholders. Interest is at the rate of 10% per calendar year, payable quarterly. The accrued interest at the period end is £Nil.

On 21 March 2023, £250,000 fixed rate unsecured convertible loan notes with a maturity date of March 2028 were issued to a venture capital trust linked to the A ordinary shareholders. Interest is at the rate of 10% per calendar year. The accrued interest at the period end is £29,246.

On 30 October 2023, £300,000 fixed rate unsecured convertible loan notes with a maturity date of October 2028 were issued to a venture capital trust linked to the A ordinary shareholders. Interest is at the rate of 10% per calendar year. The accrued interest at the period end is £35,096.

At 31 December 2024 a balance of £20,000 was outstanding relating to the convertible loan notes issued by the company's former director, M Power (resigned 17 November 2023). The accrued interest at the period end was £2,340.

The following events occurred in August 2025:

• The Directors passed a resolution approving the issue of £1,002,020 of share capital.

• The existing convertible loans of £570,000 were converted to 50,000 A shares and 28,000 Ordinary shares

In the Group Profit and Loss Account, for the year ended 31 December 2023, interest received has been reclassified on the basis this relates to turnover. The impact of this adjustment is to reclassify a balance of £482,989 from interest received to turnover.

Whilst this reclassification increases the turnover position for the year ended 31 December 2023 from £2,108,291 to £2,591,280, there is no change to the loss for the year. Furthermore, there is no impact from this correction on the Balance Sheet, Statement of Changes in Equity, or the Statement of Cash Flows.