ACCOUNTS - Final Accounts

Operating profit/(loss)

The operating profit/(loss) is stated after charging:

Registered number: 10427253

QUARTZ II LIMITED

AUDITED

ANNUAL REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2024

QUARTZ II LIMITED

COMPANY INFORMATION

Directors	Mr W R Arnold
	Mr S J Doughty
	Mr B Erfani
	Mr D S Gillespie
	Mr J R Peters
	Mr P G Donaghy


Registered number	10427253


Registered office	Dover House
	34 Dover Street
	London
	W1S 4NG


Independent auditors	Wellden Turnbull Limited
	Chartered Accountants & Statutory Auditors
	Claremont Lane
	Esher
	Surrey
	KT10 9FQ

QUARTZ II LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated statement of financial position	10
Company statement of financial position	11
Consolidated statement of changes in equity	12
Company statement of changes in equity	13
Consolidated statement of cash flows	14
Notes to the financial statements	15 - 31

QUARTZ II LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present the strategic report for the year ended 31 December 2024.

Introduction

The Directors present their Strategic Report for the Company and its subsidiaries (collectively, 'the Group') for the year ended 31 December 2024. The Company's principal activity during the year under review continued to be that of a group holding company.
The Group's principal activity during the year under review continued to be the provision of project management, cost consultancy and building surveying services.

Business review

During the year, the Company continued to hold three subsidiaries: Quartz Project Services Limited, Canmoor Projects Limited and Quartz Project Services Ireland.
During the year, the Group's turnover was £13,519,146 (2023 - £14,315,473). The Group's annual loss after tax was £487,343 (2023 - £932,207). Gross profit decreased to £4,496,289 from £4,810,025 in 2023, primarily due to increased personnel costs.
The Group's balance sheet continues to be strong, with a net asset position of £2,201,650 (2023 - £2,688,993).

Principal risks and uncertainties

The Directors propose to continue the Group's current activities and seek opportunities in the same field.
The Group's future revenues and profits are dependent upon its ability to secure new customers and additional work from existing customers, which itself depends upon the demand of the UK commercial property market. In this regard, the Group is exposed to the general risks of the UK commercial property market. The Group has no external borrowings, and operates principally in the UK, and therefore has limited interest rate and foreign currency risks.

Financial key performance indicators

The key performance indicators of the Group against which performance is assessed are;
Revenue: 2024 - £13,519,146 (2023 - £14,315,473), a 5.56% decrease year on year.
Gross profit: 2024 - £4,496,289 (2023 - £4,810,025), a 6.52% decrease year on year.
EBIT (after removing contribution to parent EOT): 2024 - £1,742,313 (2023 - £2,519,800), a 31% decrease year on year.

Page 1

QUARTZ II LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Other key performance indicators

The number of registered projects increased from 213 in 2023 to 241 in 2024.
The total number of clients also increased, diversifying the client base and thus reducing the Group's risk exposure from income dependence on any specific clients or industries.

This report was approved by the board and signed on its behalf.

................................................

Mr S J Doughty

Director

Date: 22 December 2025

Page 2

QUARTZ II LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and the Group 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 for the Group's financial statements 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 will continue in business.

The Directors are 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Principal activities

The principal activities of the Group during the year under review continued to be the provision of project management, cost consultancy and building surveying services.

Results and dividends

The loss for the year, after taxation, amounted to £487,344 (2023 - £932,207).

Directors

The Directors who served during the year were:

Mr W R Arnold

Mr S J Doughty

Mr B Erfani

Mr D S Gillespie

Mr J R Peters

Mr P G Donaghy

Future developments

The Directors do not anticipate any significant changes in the level or nature of the Group's business in the near future.

Page 3

QUARTZ II LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:

∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, Wellden Turnbull Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Mr S J Doughty

Director

Date: 22 December 2025

Page 4

QUARTZ II LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUARTZ II LIMITED

Opinion

We have audited the financial statements of Quartz II Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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.

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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.

Page 5

QUARTZ II LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUARTZ II LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our auditors' 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.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group 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.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 3, 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 Group's and 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

QUARTZ II LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUARTZ II LIMITED (CONTINUED)

Auditors' 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 auditors' 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 Group 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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue, and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. The Companies Act 2006, employee legislation, health and safety legislation and data protection are those we have identified in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙Enquiry of management and those charged with governance as to actual and potential litigation and claims;

∙Enquiry of management and those charged with governance to identify any instances of non-compliance
with laws and regulations;

∙ Assessing the reasonableness of revenue recognised in the period based on underlying contractual terms
and obligations and the requirements of accounting standards, ensuring that sales are recorded in the
correct period;

∙Assessing the reasonableness, in the context of financial reporting standards and the Company’s business,
any recognised provisions;

∙Performing audit work over the risk of management override of controls, including testing of journal entries
and other adjustments for appropriateness, evaluating the business rationale of significant transactions
outside the normal course of business, and reviewing accounting estimates for bias; and

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance
with applicable laws and regulations.

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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Page 7

QUARTZ II LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUARTZ II LIMITED (CONTINUED)

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 auditors' 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.

Emma Green FCCA (Senior Statutory Auditor)

for and on behalf of

Wellden Turnbull Limited

Chartered Accountants

Statutory Auditors

Claremont Lane

Esher

Surrey

KT10 9FQ

Date: 23 December 2025

Page 8

QUARTZ II LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
	£	£


Turnover	13,519,146	14,315,473
Cost of sales	(9,022,857)	(9,505,448)
Gross profit	4,496,289	4,810,025
Administrative expenses	(2,753,977)	(2,290,226)
Exceptional administrative expenses	(1,140,000)	(2,793,000)
Operating profit/(loss)	602,312	(273,201)
Interest receivable and similar income	16,851	5,951
Interest payable and similar expenses	(139,487)	-
Profit/(loss) before tax	479,676	(267,250)
Tax on profit/(loss)	(967,020)	(664,957)
Loss for the financial year	(487,344)	(932,207)

Profit for the year attributable to:
Owners of the parent company	487,344	932,207
	487,344	932,207

Total comprehensive income attributable to:

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 15 to 31 form part of these financial statements.

Page 9

QUARTZ II LIMITED

REGISTERED NUMBER: 10427253

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	15		152,997		229,495
Tangible assets	16		78,699		92,395
			231,696		321,890
Current assets
Debtors: amounts falling due within one year	18	3,524,171		3,333,601
Cash at bank and in hand	19	1,827,232		1,419,766
		5,351,403		4,753,367
Creditors: amounts falling due within one year	20	(3,366,500)		(2,340,507)
Net current assets			1,984,903		2,412,860
Total assets less current liabilities			2,216,599		2,734,750
Provisions for liabilities
Deferred taxation	22	(14,950)		(45,757)
			(14,950)		(45,757)
Net assets			2,201,649		2,688,993

Capital and reserves
Called up share capital	23	1,000	1,000
Merger reserve	24	900,000	900,000
Profit and loss account	24	1,300,649	1,787,993
Shareholder's funds		2,201,649	2,688,993

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Mr S J Doughty

Director

Date: 22 December 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 10

QUARTZ II LIMITED

REGISTERED NUMBER: 10427253

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	17		910,085		910,085
			910,085		910,085
Current assets
Debtors: amounts falling due within one year	18	1,964,993		1,684,251
Cash at bank and in hand	19	78,786		118,382
		2,043,779		1,802,633
Creditors: amounts falling due within one year	20	(2,567,614)		(2,385,232)
Net current liabilities			(523,835)		(582,599)
Total assets less current liabilities			386,250		327,486


Net assets			386,250		327,486

Capital and reserves
Called up share capital	23		1,000		1,000
Profit and loss account brought forward		326,486		331,230
Profit/(loss) for the year		58,764		(4,744)
Profit and loss account carried forward			385,250		326,486
			386,250		327,486

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Mr S J Doughty

Director

Date: 22 December 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 11


		QUARTZ II LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Merger reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	1,000	900,000	2,720,200	3,621,200
Comprehensive income for the year
Loss for the year	-	-	(932,207)	(932,207)

At 1 January 2024	1,000	900,000	1,787,993	2,688,993
Comprehensive income for the year
Loss for the year	-	-	(487,344)	(487,344)
At 31 December 2024	1,000	900,000	1,300,649	2,201,649

The notes on pages 15 to 31 form part of these financial statements.

Page 12


		QUARTZ II LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	1,000	331,230	332,230
Comprehensive income for the year
Loss for the year	-	(4,744)	(4,744)

At 1 January 2024	1,000	326,486	327,486
Comprehensive income for the year
Profit for the year	-	58,764	58,764
At 31 December 2024	1,000	385,250	386,250

The notes on pages 15 to 31 form part of these financial statements.

Page 13

QUARTZ II LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	(487,344)	(932,207)
Adjustments for:
Amortisation of intangible assets	76,498	76,498
Depreciation of tangible assets	54,004	63,798
Loss on disposal of tangible assets	53,882	48
Interest paid	139,487	-
Interest received	(16,851)	(5,951)
Taxation charge	967,020	664,957
(Increase)/decrease in debtors	(190,571)	1,138,996
Increase/(decrease) in creditors	578,244	(490,883)
Corporation tax paid	(550,075)	(776,337)
Contribution to parent EOT	1,140,000	2,793,000
Net cash generated from operating activities	1,764,294	2,531,919

Cash flows from investing activities
Purchase of tangible fixed assets	(94,192)	(68,006)
Sale of tangible fixed assets	-	35,938
Interest received	16,851	5,951
Net cash from investing activities	(77,341)	(26,117)
Cash flows from financing activities
Repayment of finance leases	-	(68,512)
Interest paid	(139,487)	-
Contribution to parent EOT	(1,140,000)	(2,793,000)
Net cash used in financing activities	(1,279,487)	(2,861,512)
Net increase/(decrease) in cash and cash equivalents	407,466	(355,710)
Cash and cash equivalents at beginning of year	1,419,766	1,775,476
Cash and cash equivalents at the end of year	1,827,232	1,419,766

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,827,232	1,419,766

Page 14

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Quartz II Limited is a private company, limited by shares, registered in England and Wales, registration number 10427253. The registered office and principal place of business is Dover House, 34 Dover Street, London, W1S 4NG.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Compliance with accounting standards

The accounts have been prepared in accordance with the provisions of FRS 102. There were no material departures from that standard.

2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 15

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The accounts are presented in Sterling, which is the functional and presentational currency of the Company, and have been rounded to the nearest £.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services 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 revenue can be measured reliably;

∙it is probable that the Group 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 measured reliably.

Project management and quantity surveying fees are recognised as the service is provided.

2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 16

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 17

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Goodwill

years

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property	-		Over the life of the lease
Fixtures and fittings	-	33%	straight line
Computer equipment	-	33%	straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 18

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.19

Financial instruments

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.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's statement of financial position when the Group 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Page 19

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.19

Financial instruments (continued)

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 20

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing these financial statements, management is required to make judgements, estimates and assumptions which affect expected reported income, expenses, assets and liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
Management consider the Group to have following key sources of estimation uncertainty or significant judgements or assumptions in preparing these financial statements
Goodwill is amortised over a 10 year period, which is the estimated useful life of the goodwill on purchase of the Company's subsidiaries.

Turnover

The whole of the turnover is attributable to principal activity of the Group.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	12,769,464	14,000,856
Non United Kingdom	749,682	314,617
	13,519,146	14,315,473

	Exchange differences	14,449	(24,104)
	Other operating lease rentals	212,740	204,009

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements

4,500

5,160

Page 21

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Employees
	Staff costs, including Directors' remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	7,847,565	7,670,213
Social security costs	956,816	952,218
Cost of defined contribution scheme	490,905	570,406
	9,295,286	9,192,837

The average monthly number of employees, including the Directors, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023

Average number of employees	71	72	6	6

8.	Directors' remuneration
		2024	2023
		£	£

Directors' emoluments	1,580,304	1,752,366
Group contributions to defined contribution pension schemes	62,300	102,300

	During the year retirement benefits were accruing to 5 Directors (2023 - 5) in respect of defined contribution pension schemes.
	The highest paid Director received remuneration of £321,495 (2023 - £372,639).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £11,200 (2023 - £11,200).

9.	Key management personnel

All directors who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. Total remuneration in respect of these individuals is disclosed in Note 8.

10.	Interest receivable
		2024	2023
		£	£

Other interest receivable

16,851

5,951

Page 22

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Interest payable and similar expenses
		2024	2023
		£	£

Other loan interest payable	8,174	-
Other interest payable	131,313	-
	139,487	-

Corporation tax
Current tax on profits for the year	425,453	644,253
Adjustments in respect of previous periods	572,374	(2,657)

Total current tax	997,827	641,596

	Deferred tax
	Accelerated capital allowances	(30,807)	23,361


	Taxation on profit on ordinary activities	967,020	664,957

Page 23

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.Taxation (continued)

Profit/(loss) on ordinary activities before tax

479,677

(267,250)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)	119,920	(62,857)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	19,125	18,061
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	290,189	680,663
Capital allowances for year in excess of depreciation	7,871	8,387
Movements on unpaid pension liabilities	(11,652)	-
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	750,591	-
Prior year tax adjustments	(178,217)	(2,657)
Deferred tax charge	(30,807)	23,360
Total tax charge for the year	967,020	664,957

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

13.	Exceptional items
		2024	2023
		£	£

Contribution to parent EOT

1,140,000

2,793,000

14.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The profit after tax of the parent Company for the year was £58,764 (2023 - loss £4,744).

Page 24

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 January 2024	764,982
	At 31 December 2024	764,982
	Amortisation
	At 1 January 2024	535,487
	Charge for the year on owned assets	76,498
	At 31 December 2024	611,985
	Net book value
	At 31 December 2024	152,997
	At 31 December 2023	229,495

All of the Group's intangible fixed assets are held in the Parent Company.

Page 25

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Tangible fixed assets
	Group

	Short-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	5,956	55,953	146,274	208,183
Additions	-	-	94,192	94,192
Disposals	-	-	(57,759)	(57,759)
At 31 December 2024	5,956	55,953	182,707	244,616
Depreciation
At 1 January 2024	2,879	55,953	56,958	115,790
Charge for the year on owned assets	1,191	-	52,813	54,004
Disposals	-	-	(3,877)	(3,877)
At 31 December 2024	4,070	55,953	105,894	165,917
Net book value
At 31 December 2024	1,886	-	76,813	78,699
At 31 December 2023	3,077	-	89,317	92,394

Page 26

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

17.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	910,085
	At 31 December 2024	910,085

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Quartz Project Services (Ireland) Ltd	9 Exchange Place, Dublin, Ireland	Ordinary	100%
Canmoor Projects Limited	As per Parent	Ordinary	100%
Quartz Project Services Limited	As per Parent	Ordinary	100%

18.

Debtors

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	3,054,527	3,032,122	-	-
Amounts owed by group undertakings	-	-	1,722,288	1,564,926
Other debtors	116,846	204,775	48	66,735
Prepayments and accrued income	352,798	96,704	242,657	52,590
	3,524,171	3,333,601	1,964,993	1,684,251

Amounts owed by group undertakings have no set repayment date, and are interest free.

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Cash at bank and in hand	1,827,232	1,419,766	78,786	118,382

Page 27

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Trade creditors	514,202	276,935	233,667	-
Amounts owed to group undertakings	-	-	2,333,947	2,332,642
Corporation tax	827,351	379,599	-	-
Other taxation and social security	1,048,097	1,053,891	-	-
Other creditors	167,591	144,532	-	-
Accruals and deferred income	809,259	485,550	-	52,590
	3,366,500	2,340,507	2,567,614	2,385,232

Amounts owed to group undertakings have no set repayment date, and are interest free.

21.	Financial instruments
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Financial assets
Financial assets measured at fair value through profit or loss	1,827,232	1,419,766	78,786	118,382
Financial assets measured at amortised cost	3,171,371	3,236,899	1,731,280	1,631,617
	4,998,603	4,656,665	1,810,066	1,749,999

	Financial liabilities
	Financial instruments measured at amortised cost	515,871	279,742	2,567,613	2,332,644

Financial assets measured at fair value through profit or loss comprise only of cash and bank in hand.
Financial assets that are debt instruments measured at amortised cost comprise trade and other debtors and amounts owed by group undertakings.
Financial liabilities measured at amortised cost comprise trade and other creditors and amounts owed to group undertakings.

Page 28

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

22.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(45,757)	(22,396)
Charged to profit or loss	30,807	(23,361)
At end of year	(14,950)	(45,757)

Company

	2024	2023

At end of year	-	-

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	£	£

Accelerated capital allowances

14,950

45,757

Page 29

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

23.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

1,000 (2023 - 1,000) Ordinary shares of £1.00 each	1,000	1,000

24.

Reserves

Merger Relief Reserve

The merger relief reserve represents the premium for the consideration of shares, issued as part of the purchase of the Group's subsidiaries, over their nominal value.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

25.	Analysis of net debt

		At 1 January 2024	Cash flows	At 31 December 2024
		£	£	£

Cash at bank and in hand	1,419,766	407,466	1,827,232
Debt due within 1 year	(123,320)	15,408	(107,912)
	1,296,446	422,874	1,719,320

26.	Commitments under operating leases
	At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	218,150	174,300
Later than 1 year and not later than 5 years	134,972	275,975
	353,122	450,275

Total operating lease payments recognised as an expense in the year were £212,740 (2023 - £204,009).

Page 30

QUARTZ II LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

27.	Related party transactions
	The Company has taken the exemption under FRS102 section 33.1A not to disclose transactions and balances with other group companies, on the basis that it is a wholly owned subsidiary.

28.	Controlling party

The immediate parent company is Quartz EOT Limited. The ultimate controlling party of the Company is the Quartz Employee Ownership Trust, of Dover House, 34 Dover Street, London W1S 4NG.

Page 31