Qamine Limited

	Page
Statement of Financial Position	1
Notes to the Financial Statements	2—5

1. General Information

Qamine Limited is a private company, limited by shares, incorporated in England & Wales, registered number 08374290 . The registered office is 9th Floor, 107 Cheapside, London, EC2V 6DN.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The company is dependent on the continued financial support of its group parent in order to meet its liabilities as they fall due. The ability of the parent to provide this support is dependent on the successful raising of further funding from external investors, which has not been secured at the date of approval of these financial statements. These conditions indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. The directors nevertheless consider it appropriate to prepare the financial statements on the going concern basis.

2.3. Significant judgements and estimations

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the

circumstances.

In preparing these financial statements the directors have made the following judgements:

- Determined that the accounting policy in place in respect of turnover recognition and measurement is reasonable.

- Reviewed group recharges against formal agreements and previous practice to ensure they are measured and recognised correctly.

2.4. Turnover

Turnover is recognised the the extent that is it probable the economic benefits will flow to the company and the revenue can be reliably measured. Turnover is measured as the fair value of consideration received or receivable, excluding discounts, rebates, valued added tax and other sales taxes.

Turnover is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

- the amount of the turnover can be reliably measured;

- it is probable that the company will receive the consideration due under the contract; - the stage of completion of the contract at the end of the reporting period can be measured reliably; and

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

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

33% on cost

2.6. 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 statement of financial position 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 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.

Derecognition of financial assets

...CONTINUED

Page 2

Page 3

Qamine Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.6. Financial Instruments - continued

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.8. Taxation

Income 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 profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and 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 end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.

Resarch and development tax credits are recongised on a cash basis.

2.9. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the income statement as they become payable in accordance with the rules of the scheme.

2.10. Inter-Company Recharges

Amounts recharged to group entities during the period are calculated based on specific costs incurred using a contractually agreed basis.

Recharges are recognised as other operating income and are matched to the period the applicable expenses are incurred.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 6 (2023: 5)

Page 3

Page 4

Qamine Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

4. Tangible Assets

	Plant & Machinery etc.
	£
Cost
As at 1 January 2024	8,055

As at 31 December 2024	8,055

Depreciation
As at 1 January 2024	8,055

As at 31 December 2024	8,055

Net Book Value
As at 31 December 2024	-

As at 1 January 2024	-

5. Debtors

	2024	2023
	£	£
Due within one year
Amounts owed by group undertakings	1,499,870	1,852,020
Other debtors	8,409	9,478

	1,508,279	1,861,498

6. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	9,000	-
Amounts owed to group undertakings	95,390	95,390
Other creditors	29,196	2,777
Taxation and social security	24,702	14,778

	158,288	112,945

7. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
900,001 Ordinary Shares of £ 0.00001 each	9	9
569,550 Ordinary A shares of £ 0.00001 each	6	6
939,098 Ordinary B shares of £ 0.00001 each	9	9

	24	24

The ordinary shares have attached to them full voting, dividend and capital distribution rights.

The Series A preferred shares have attached to them full voting rights and the entitlement to a fixed cumulative cash preferential dividend to be paid on an exit, on the winding up of the company or upon redemption. The Series A preferred shares rank above the ordinary shares in respect of capital distribution rights.

Page 4

Page 5

Qamine Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

8. Related Party Transactions

The company recharged operating expenses of £173,496 (2023: £37,626) to Qamine Portugal S.A., a fellow subsidiary entity, for the year.

As at 31 December 2024 the company was owed a net amount of £1,499,870 (2023: £1,852,020) by Qamine Portugal S.A. This loan is denominated in Euros and foreign exchange gains and losses are charged through the profit and loss account.

As at 31 December 2024 the company owed an amount of £95,390 (2023: £95,390) to Codacy Inc, a fellow subsidiary entity.

9. Ultimate Controlling Party

The company's ultimate controlling party is Codacy S.A., a limited company registered in Portugal, by virtue of his ownership of 100% of the issued share capital in the company.

The largest group of undertakings for which group accounts are prepared is Codacy S.A.

Codacy S.A. does not have any single controlling party.

10. Audit Information

The auditor's report on the accounts of Qamine Limited for the year ended 31 December 2024 was unqualified.

Material uncertainty related to going concern

The directors are aware that the auditor’s report draws attention to note 2.2 in the financial statements.

As set out in note 2.2, the company is reliant on financial support from its group parent, and this support is dependent on the successful raising of further funding from external investors, which had not been secured at the date of approval of these financial statements. These events or conditions indicate that a material uncertainty exists which may cast significant doubt on the company’s ability to continue as a going concern.

Notwithstanding this material uncertainty, the directors consider it appropriate to prepare the financial statements on a going concern basis for the reasons set out in note 2.2.

The auditor's report was signed by Christopher Reeves ACA FCCA (Senior Statutory Auditor) for and on behalf of Sumer Auditco Limited T/A Sumer Audit , Statutory Auditor.

Sumer Auditco Limited T/A Sumer Audit

Amelia House

Crescent Road

Worthing

West Sussex

BN11 1RL

Page 5

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS

CURRENT ASSETS
Debtors	5	1,508,279		1,861,498
Cash at bank and in hand		33,574		299,421

		1,541,853		2,160,919
Creditors: Amounts Falling Due Within One Year	6	(158,288 )		(112,945 )

NET CURRENT ASSETS (LIABILITIES)			1,383,565		2,047,974

TOTAL ASSETS LESS CURRENT LIABILITIES			1,383,565		2,047,974

NET ASSETS			1,383,565		2,047,974

CAPITAL AND RESERVES
Called up share capital	7		24		24
Share premium account			5,351,615		5,351,615
Income Statement			(3,968,074 )		(3,303,665 )

SHAREHOLDERS' FUNDS			1,383,565		2,047,974