Company registration number 09522753 (England and Wales)
QUALITY CLOUDS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
QUALITY CLOUDS LTD
COMPANY INFORMATION
Directors
Mr A Franquesa Ribe
Mr A Gomez
Mr A M Hurtado
Mr J Mcadam
Mr A Serle
Mr J N Marlow
(Appointed 19 June 2026)
Secretary
MBM Secretarial Services Limited
Company number
09522753
Registered office
20-22 Wenlock Road
London
N1 7GU
Auditor
Carston ETL
Tudor House
16 Cathedral Road
Cardiff
CF11 9LJ
Accountants
Hentons
Stag House
Old London Road
Hertford
Hertfordshire
SG13 7LA
QUALITY CLOUDS LTD
CONTENTS
Page
Directors' report
1 - 3
Independent auditor's report
4 - 6
Consolidated income statement
7
Consolidated statement of comprehensive income
8
Consolidated statement of financial position
9 - 10
Consolidated statement of changes in equity
11
Consolidated statement of cash flows
12
Notes to the consolidated financial statements
13 - 30
Company statement of financial position
31
Company statement of changes in equity
32
Notes to the company financial statements
33 - 37
QUALITY CLOUDS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity of the group continued to be that of computer software support and development.

Results and dividends

The results for the year are set out on page 7.

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

Directors

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

Mr A Franquesa Ribe
Mr A Gomez
Mr A M Hurtado
Mr J Mcadam
Mr A Serle
Mr J N Marlow
(Appointed 19 June 2026)
Research and development

The group and its subsidiary company continue to undertake research and development activities to further assist in enhancing the wider software market.

Post reporting date events

Information relating to events since the end of the year is given in the notes to the financial statements.

Auditor

In accordance with the company's articles, a resolution proposing that Carston ETL be reappointed as auditor of the company and group will be put at a General Meeting.

QUALITY CLOUDS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Statement of directors' responsibilities

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 group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom and have also chosen to prepare the parent company financial statements in accordance with Financial Reporting Standard (FRS) 101 'Reduced Disclosure Framework'. 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 of the profit or loss of the company for that period.

In preparing the group financial statements, International Accounting Standard 1 requires that directors:

- properly select and apply accounting policies;

- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

- provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

- make an assessment of the company's ability to continue as a going concern.

In preparing the parent company 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 FRS 101 Reduced Disclosure Framework has been followed, subject to any material departures disclosed and explained in the financial statements; and

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

The 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

Each director in office at the date of approval of this annual report confirms that:

- so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

- the director has taken all the steps that he / she ought to have taken as a director in order to make himself / herself aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

QUALITY CLOUDS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Going concern

The financial statements are prepared on a going concern basis as the directors are satisfied that the Company has the ability to continue in business for the foreseeable future.

During the year ended 31 December 202 5, the group incurred a loss of £1,9 6 5,929 and as of that date the group's accumulated losses increased to £1 6,2 3 4,34 5. These losses have been financed by continued capital investments which result in negative net assets of £478,750.

82% of g roup liabiities at 31st December 202 5 are d eferred i ncome, and for the Company, d eferred i ncome and g roup c reditors are 9 2% of liabilities.

In making the going concern assessment the directors have considered future projection of operating performance and cashflow forecasts. In addition, the directors have reviewed the external risks and uncertainties that the Company faces and consider that this does not alter the going concern basis of preparing the financial statements.

Small companies exemption

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

On behalf of the board
Mr A Serle
Director
1 July 2026
QUALITY CLOUDS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF QUALITY CLOUDS LTD
- 4 -
Opinion

We have audited the financial statements of Quality Clouds Ltd (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statement of financial position, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the consolidated and company notes to the financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (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 2025 and of the group's loss for the year then ended;

- the group financial statements have been properly prepared in accordance with UK adopted international accounting standards and the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- the financial statements 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.

QUALITY CLOUDS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF QUALITY CLOUDS LTD
- 5 -

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 directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has 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 parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the directors' r eport.

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' r esponsibilities s tatement, 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.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

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.

As part of our planning of the audit work required, we obtained an understanding of the legal and regulatory frameworks that are applicable to the entity via enquiries of the company’s management, carried out analytical procedures, held discussions amongst the management team and using knowledge of the sector determined that the most significant laws and regulations are those that relate to:

- Health and safety regulations.

- Employment law.

- General Data Protection Regulations.

- UK Tax legislation.

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as International Financial Reporting Standards and the Companies Act 2006.

QUALITY CLOUDS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF QUALITY CLOUDS LTD
- 6 -

Based on the results of our risk assessment we designed our audit procedures to identify non-compliance with the laws and regulations and the fraud risks identified. This included enquiries with management to understand their policies and procedures for compliance with those regulations and we completed the following tests:

- Revenue fraud.

- Unauthorised expenditure and/or payments.

- Management override of controls.

- Related party fraud.

Based on the results of our risk assessment we designed our audit procedures to identify and to address material misstatements in relation to fraud. This included the risk of management bias and the risk of making inappropriate accounting entries, no significant issues were identified during our testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there maintained a risk of non-detection of irregularities, as these may involve collusions, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Steven Davies (Senior Statutory Auditor)
For and on behalf of Carston ETL
Chartered Accountants
Statutory Auditor
Tudor House
16 Cathedral Road
Cardiff
CF11 9LJ
1 July 2026
QUALITY CLOUDS LTD
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 7 -
2025
2024
Notes
£
£
Revenue
4
3,447,072
2,827,740
Cost of sales
(350,036)
(312,624)
Gross profit
3,097,036
2,515,116
Other operating income
3,776
455
Administrative expenses
(5,132,602)
(6,685,406)
Operating loss
5
(2,031,790)
(4,169,835)
Investment revenues
8
28,452
29,764
Finance costs
9
(662)
(1,350)
Loss before taxation
(2,004,000)
(4,141,421)
Income tax income
10
41,071
235,596
Loss for the year
(1,962,929)
(3,905,825)
Profit for the financial year is all attributable to the owners of the parent company.

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 30 form part of these group financial statements.

QUALITY CLOUDS LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
£
£
Loss for the year
(1,962,929)
(3,905,825)
Other comprehensive income:
Items that may be reclassified to profit or loss
Currency translation differences:
- Translation gain/(loss) arising in the year
8,116
(5,298)
Total comprehensive income for the year
(1,954,813)
(3,911,123)
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 13 to 30 form part of these group financial statements.

QUALITY CLOUDS LTD
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
ASSETS
Non-current assets
Property, plant and equipment
11
14,603
34,467
Deferred tax asset
20
89,149
52,126
103,752
86,593
Current assets
Trade and other receivables
13
1,195,107
924,961
Current tax recoverable
43,380
301,329
Cash and cash equivalents
1,082,251
2,964,365
2,320,738
4,190,655
Total assets
2,424,490
4,277,248
EQUITY
Called up share capital
23
3
3
Share premium account
24
15,734,284
15,708,484
Share option reserve
25
16,700
16,700
Currency translation reserve
26
4,608
(3,508)
Retained earnings
(16,234,345)
(14,271,416)
Non-controlling interests
-
0
-
0
Total equity
(478,750)
1,450,263
LIABILITIES
Non-current liabilities
Trade and other payables
19
362,770
935,119
Borrowings
15
-
0
14,818
362,770
949,937
Current liabilities
Trade and other payables
19
2,525,497
1,856,427
Borrowings
15
14,973
20,621
2,540,470
1,877,048
Total liabilities
2,903,240
2,826,985
Total equity and liabilities
2,424,490
4,277,248

The notes on pages 13 to 30 form part of these group financial statements.

QUALITY CLOUDS LTD
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 1 July 2026 and are signed on its behalf by:
Mr A Serle
Director
Company registration number 09522753 (England and Wales)
QUALITY CLOUDS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share capital
Share premium
Share option reserve
Currency translation reserve
Retained earnings
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2024
2
11,782,910
16,700
1,790
(10,365,591)
1,435,811
Year ended 31 December 2024:
Loss
-
-
-
-
(3,905,825)
(3,905,825)
Other comprehensive income:
Currency translation differences
-
-
-
(5,298)
-
0
(5,298)
Total comprehensive income
-
-
-
(5,298)
(3,905,825)
(3,911,123)
Transactions with owners:
Issue of share capital
23
1
3,925,574
-
-
-
3,925,575
Balance at 31 December 2024
3
15,708,484
16,700
(3,508)
(14,271,416)
1,450,263
Year ended 31 December 2025:
Loss
-
-
-
-
(1,962,929)
(1,962,929)
Other comprehensive income:
Currency translation differences
-
-
-
8,116
-
0
8,116
Total comprehensive income
-
-
-
8,116
(1,962,929)
(1,954,813)
Transactions with owners:
Issue of share capital
23
-
0
25,800
-
-
-
25,800
Balance at 31 December 2025
3
15,734,284
16,700
4,608
(16,234,345)
(478,750)

The notes on pages 13 to 30 form part of these group financial statements.

QUALITY CLOUDS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
32
(2,148,098)
(3,988,740)
Interest paid
(662)
(1,350)
Income taxes refunded
261,997
325,901
Net cash outflow from operating activities
(1,886,763)
(3,664,189)
Investing activities
Purchase of property, plant and equipment
(1,867)
(9,280)
Loans made to directors
(27,270)
(26,531)
Interest received
28,452
29,764
Net cash used in investing activities
(685)
(6,047)
Financing activities
Proceeds from issue of shares
25,800
3,925,575
Repayment of bank loans
(20,466)
(21,693)
Net cash generated from financing activities
5,334
3,903,882
Net (decrease)/increase in cash and cash equivalents
(1,882,114)
233,646
Cash and cash equivalents at beginning of year
2,964,365
2,730,719
Cash and cash equivalents at end of year
1,082,251
2,964,365

The notes on pages 13 to 30 form part of these group financial statements.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Quality Clouds Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 20-22 Wenlock Road, London, N1 7GU. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Quality Clouds Ltd and all of its subsidiaries.

1.1
Basis of preparation

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

The financial statements are prepared in sterling, which is the functional currency of the group. 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.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS

- presentation of the parent company's statement of cash flows and related notes;

- disclosure of key management personnel compensation; and

- disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

1.2
Business combinations

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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Quality Clouds 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 2025. 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.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -

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

1.4
Revenue

Revenue represents amounts receivable in respect of services provided during the year, excluding value added tax ("VAT"). In accordance with IFRS 15 (“Revenue from Contracts with Customers”), revenue is measured by reference to the fair value of the consideration received or receivable by the company for the services provided, excluding VAT. For contracts with customers that stipulate the service will be provided over a period of time, the fair value of the contract is assessed and split equally over the term of the contract. Revenue is recognised when the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and when the costs incurred or to be incurred can be measured reliably.

1.5
Property, plant and equipment

Property, plant and equipment 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:

Fixtures and fittings
25% or 33% on cost
Computers
25% or 33% on cost

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 income statement.

1.6
Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.7
Impairment of tangible and intangible assets

At each reporting end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.8
Cash and cash equivalents

Cash and cash equivalents 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.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.9
Financial assets

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

1.10
Financial liabilities

The group recogni s es financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

1.11
Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

1.12
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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

Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.14
Retirement benefits

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

1.15
Foreign exchange

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

1.16

Product development

Expenditure on product development is written off in the period in which it is incurred.

2
Adoption of new and revised standards and changes in accounting policies
Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IFRS 18 (effective 1 January 2027)
Presentation and Disclosure in Financial Statements
IFRS 19 including amendments (effective 1 January 2027)
Subsidiaries without Public Accountability: Disclosures
Amendments to IFRS 9 and IFRS 7 (effective 1 January 2026)
Amendments to the classification and measurement of financial instruments
IFRS Accounting Standards - Volume 11 (effective 1 January 2026)
Annual Improvements to IFRS Accounting Standards
Amendments to IFRS 9 and IFRS 7 (effective 1 January 2026)
Power purchase arrangements
IFRS for SMEs (effective 1 January 2027)
Third edition
Amendments to IAS21 (effective 1 January 2027)
Translation to a Hyperinflationary Presentation Currency
Amendments to IFRS S2 (effective 1 January 2027)
Amendments to Greenhouse Gas Emissions Disclosures

Management has assessed that the above changes to the standards are not expected to have a material impact on the financial position or financial performance of the company.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
3
Critical accounting estimates and judgements

In the application of the company’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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In the opinion of the directors, there are no areas where management judgements have had a significant effect on amounts recognised in the financial statements.

4
Revenue
2025
2024
£
£
Revenue analysed by class of business
Computer software support and development services
3,447,072
2,827,740
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
625,838
813,541
Europe
757,594
670,457
USA
2,030,701
1,275,876
Rest of World
32,939
67,866
3,447,072
2,827,740
5
Operating profit
2025
2024
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses
21,815
34,068
Depreciation of property, plant and equipment
21,731
7,666
6
Employees

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

2025
2024
Number
Number
44
56
QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 18 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,339,883
3,502,140
Social security costs
514,970
598,264
Pension costs
42,298
31,377
3,897,151
4,131,781
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
500,582
593,000
Company pension contributions to defined contribution schemes
2,201
2,201
502,783
595,201
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
307,000
307,000
8
Investment income
2025
2024
£
£
Interest income
Financial instruments measured at amortised cost:
Bank deposits
26,982
28,821
Other interest income on financial assets
1,470
943
Total interest revenue
28,452
29,764
9
Finance costs
2025
2024
£
£
Interest on bank overdrafts and loans
662
1,350
QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
10
Income tax expense
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
(4,639)
(279,923)
Foreign taxes and reliefs
428
-
0
(4,211)
(279,923)
Deferred tax
Origination and reversal of temporary differences
(36,860)
44,327
Total tax (credit)
(41,071)
(235,596)

The charge for the year can be reconciled to the loss per the income statement as follows:

2025
2024
£
£
Loss before taxation
(2,004,000)
(4,141,421)
Expected tax credit based on a corporation tax rate of 25.00% (2024: 25.00%)
(501,000)
(1,035,355)
Effect of expenses not deductible in determining taxable profit
18,506
46,006
Utilisation of tax losses not previously recognised
16,309
(16,553)
Unutilised tax losses carried forward
453,922
697,064
Group relief
1,645
-
Permanent capital allowances in excess of depreciation
1,738
-
Deferred tax
(36,860)
44,327
Foreign R & D tax credits
-
(50,186)
Research and development enhanced deduction
(23,903)
(265,557)
Effect of reduced R&D tax credit rate
28,111
344,606
Other adjustments
461
52
Taxation credit for the year
(41,071)
(235,596)

At 31st December 202 5 the group had unrelieved trading losses amounting to approximately £1 2,100,000 (202 4: £10,3 00,000) which are available to be carried forward and offset against future trading profits. No deferred tax asset has been recognised in respect of these losses as there is uncertainty about the timing and extent of future trading profits.

The parent company losses are not available to transfer against taxable profits in the subsidiary undertaking and a deferred tax asset is recognised in respect of timing differences in the subsidiary as set out in Deferred Tax note 20 in the financial statements.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
11
Property, plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
2,464
81,130
83,594
Additions
192
9,088
9,280
Disposals
-
0
(6,883)
(6,883)
At 31 December 2024
2,656
83,335
85,991
Additions
-
0
1,867
1,867
Disposals
-
0
(369)
(369)
At 31 December 2025
2,656
84,833
87,489
Accumulated depreciation and impairment
At 1 January 2024
1,651
49,090
50,741
Charge for the year
407
7,259
7,666
Eliminated on disposal
-
0
(6,883)
(6,883)
At 31 December 2024
2,058
49,466
51,524
Charge for the year
420
21,311
21,731
Eliminated on disposal
-
0
(369)
(369)
At 31 December 2025
2,478
70,408
72,886
Carrying amount
At 31 December 2025
178
14,425
14,603
At 31 December 2024
598
33,869
34,467
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Quality Clouds S.L.
Plç. Universitat Núm. 3, floor 6, BARCELONA 08007
Computer software development
Ordinary
100.00
Quality Clouds Inc.
800 N. State Street, Suite 403, City of Dover, County of Kent, 19901
Computer software development
Ordinary
100.00
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
£
£
Quality Clouds S.L.
351,851
20,310
Quality Clouds Inc.
(6,795)
(7,009)
QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
13
Trade and other receivables
2025
2024
£
£
Trade receivables
1,000,110
666,132
Other receivables
70,953
67,239
Prepayments
124,044
191,590
1,195,107
924,961

The parent company has surrendered its losses relating to Research and Development costs, including the enhanced allowances available, in order to receive a cash refund.

Tax receivable is categorised in level 2 within the fair value hierarchy.

14
Trade receivables - credit risk
Fair value of trade receivables

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

15
Borrowings
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Borrowings held at amortised cost:
Bank loans
14,973
20,621
-
14,818

Financial liabilities are categorised in level 2 within the fair value hierarchy except other loans outstanding at 31st December 202 5 which are categorised in level 3 within the fair value hierarchy.

16
Fair value of financial liabilities

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
17
Liquidity risk

The following table details the remaining contractual maturity for the group's financial liabilities with agreed repayment periods. The contractual maturity is based on the earliest date on which the group may be required to pay.

1 – 3 months
3 months to 1 year
1 – 5 years
Total
£
£
£
£
At 31 December 2024
Bank loans
5,155
15,466
14,818
35,439
5,155
15,466
14,818
35,439
At 31 December 2025
Bank loans
3,240
2,451
-
5,691
3,240
2,451
-
5,691
18
Market risk
Market risk management

The company is exposed to various financial risks such as market risk (variation in foreign exchange rates, interest rates etc.), credit risk and liquidity risk. The company's risk management policy is aimed at limiting the negative impact of these risks on its financial results which are derived from the inability to predict financial markets and the changes in variables affecting costs and revenue.

The risk management policy is executed by the company's directors using the following procedure:

- Evaluation of risks related to the company's activities.

- Methodology planning and selection of any suitable actions for risk reduction.

- Execute risk management in accordance to the procedure approved by the directors.

Business risk

The directors consider that the company's principal business risks are over-reliance on key customers. The directors are confident that the company is well placed to retain its existing customers and to also attract new business.

Financial instruments

The company's financial instruments are mainly comprised of bank deposits and amounts owed to and owed from third parties.

The carrying amounts reflected in the accompanying Statement of Financial Position for balances approximately their respective fair values due to the relatively short-term maturity of these financial instruments.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
18
Market risk
(Continued)
- 23 -
Fair value of assets and liabilities

All assets and liabilities for which fair value is disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is observable

For the purpose of fair value disclosures, the company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Liquidity risk

The company manages its liquidity by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash outflows due in its day-to-day business. Liquidity needs are monitored in various time bands, on a daily, weekly and monthly basis.

Foreign exchange risk

Currency risk arises from the fair values, or the cash flows, of a financial instrument fluctuating due to changes in foreign currency exchange rates. The group has trade receivables in various currencies such as Sterling, the Euro and the US Dollar and a significant proportion of the group's payables are also denominated in foreign currencies.

With a high level of foreign currency income and foreign currency costs there is a significant exposure to currency risk because the LLP does not actively undertake currency hedging transactions. Risks have been managed successfully to date through the operation of bank accounts for each currency with low levels of foreign exchange differences in the current year or previous period.

Credit risk

Credit risk is the risk of financial loss to the group if a counterparty fails to meet its contractual obligations.

Maximum exposure to credit risk at the reporting date to which the group is exposed is the carrying value of the trade and other receivables and customer defaults could adversely affect the liquidity of the group. However, due to the large number of customers and the diversification of the customer base, there is an acceptable level of concentration of credit risk with respect to these receivables.

The group has established credit policies under which customers are analysed for creditworthiness and there is an effective management of receivables in place both before and after they become overdue and if they were to become doubtful. In monitoring credit risk, customers are grouped according to their credit risk characteristics, ageing profile and existence of previous financial difficulties. If customers were to be characterised as doubtful, they would be reassessed at each reporting date for the estimated loss that would be expected, and an appropriate impairment allowance would be established.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
19
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
99,517
76,291
-
0
-
0
Accruals
255,821
440,540
-
0
-
0
Social security and other taxation
143,873
163,764
-
0
-
0
Other payables
2,026,286
1,175,832
362,770
935,119
2,525,497
1,856,427
362,770
935,119
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.

Tax losses
£
Asset at 1 January 2024
(96,453)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
44,327
Asset at 1 January 2025
(52,126)
Deferred tax movements in current year
Charge/(credit) to profit or loss
(36,859)
Exchange difference
(164)
Asset at 31 December 2025
(89,149)

Deferred tax assets are expected to be recovered after more than one year.

21
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
42,298
31,377

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

Contributions totalling £2,130 (2024: £2,926) were payable to the scheme at the end of the year and are included in creditors.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
22
Share-based payments

The group operates an Employee Management Incentive ("EMI") scheme which will be settled by share based payments.

The scheme granted 43,941 share options on 24 September 2020 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £0.17. The exercise price at the date of the grant of the share options is £0.17.

The scheme granted 25,000 share options on 2 1 March 2023 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.1 9. The exercise price at the date of the grant of the share options is £2.1 9.

The scheme granted 4,800 share options on 2 4 July 2023 & 3,000 share options on 4 October 2023 with vesting period s of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.38. The exercise price at the date of the grant of the share o ptions is £2.38.

The scheme granted 105,040 share options on 4 March 2024 & 10,000 share options on 29 April 2024 with vesting periods of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management incentive Scheme is £2.38. The exercise price at the date of the grant of the share options is £2.38.

The scheme cancelled 10,000 share options and replaced them by granting 15,000 share options on 11 March 2024 with vesting period of 3 years from the date of employment. The estimated fair value of each share option granted in the Employee Management incentive Scheme is £2.38. The exercise price at the date of the grant of the share options is £2.38.

The scheme granted 10,4 00 share options on 27 January 2025 with vesting periods of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management incentive Scheme is £2.38. The exercise price at the date of the grant of the share options is £2.38.

The scheme granted 5,0 00 share options on 27 January 2025 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £0.17. The exercise price at the date of the grant of the share options is £0.17.

A s a result of the fair value and exercise prices being equal there is no cost that needs to be accounted for as a share based payment.

At 31st December 202 5:

20,623 EMI share options have been exercised

55,126 EMI share options have lapsed

10,000 EMI share options have been cancelled

13 6,4 32 un-exercised EMI share options remain

T here was a weighted average remaining contractual life of 3.10 years.

During the year ended 31 December 2024 the group has granted further share options that are not part of the EMI scheme which will be settled by share based payments.
The scheme granted 242 "Non-EMI" share options on 27 May 2021, 100 "Non-EMI" share options on 23 June 2021, 406 "Non-EMI" share options on 9 July 2021, 32,330 "Non-EMI" share options on 4 May 2022 and 400 "Non-EMI" share options on 27 February 2023 with vesting periods of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £3.17. The exercise price at the date of the grant of the share options is £3.17.
The scheme granted 4,000 "Non-EMI" share options on 22 March 2023 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £1.97. The exercise price at the date of the grant of the share options is £1.97.
QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
22
Share-based payments
(Continued)
- 26 -
The scheme granted 12,400 "Non-EMI" share options on 15 June 2023 and 400 "Non-EMI" share options on 12 September with vesting periods of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.14. The exercise price at the date of the grant of the share options is £2.14.
The scheme granted 80,000 "Non-EMI" share options on 5 May 2023 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.14. The exercise price at the date of the grant of the share options is £2.14.
The scheme granted 200 "Non-EMI" share options on 2 April 2024 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.38. The exercise price at the date of the grant of the share options is £2.38.
The scheme granted 2,000 "Non-EMI" share options on 2 April 2024 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.14. The exercise price at the date of the grant of the share options is £2.14.
The scheme granted 7,500 "Non-EMI" share options on 9 December 2024 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.14. The exercise price at the date of the grant of the share options is £2.14.
The scheme granted 25,400 "Non-EMI" share options on 3 February 2025 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £3.17. The exercise price at the date of the grant of the share options is £3.17.
The scheme granted 39,000 "Non-EMI" share options on 3 February 2025 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.14. The exercise price at the date of the grant of the share options is £2.14.
The scheme granted 4,000 "Non-EMI" share options on 3 February 2025 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £1.97. The exercise price at the date of the grant of the share options is £1.97.
The scheme granted 2,500 "Non-EMI" share options on 31 March 2025 with a vesting period of 4 years from the date of employment. The estimated fair value of each share option granted in the Employee Management Incentive scheme is £2.14. The exercise price at the date of the grant of the share options is £2.14.
As a result of the fair value and exercise prices being equal there is no cost that needs to be accounted for as a share based payment.
At 31st December 2025, 73,534 Non-EMI share options have lapsed and 137,344 un-exercised Non-EMI share options remain.
QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
23
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 0p each
1,023,908
1,023,908
3
3
Series A1 shares of 0p each
271,175
271,175
-
-
Series A2 shares of 0p each
318,728
318,728
-
-
Growth shares of 0p each
220,547
160,547
-
-
Non-Voting Ordinary B shares of 0p each
20,623
20,623
-
-
Seed shares of 0p each
96,797
96,797
-
-
Series A+ (PP) shares of 0p each
971,073
971,073
-
-
Series A3 shares of 0p each
262,405
262,405
-
-
Series A4 shares of 0p each
135,238
135,238
-
-

The ordinary, S eries A1, Series A2, G, Preferred, Y1 Preferred, Y2 Preferred, Growth, Seed, Series A3 and Series A4 classes of shares, have equal voting and dividend r ights. Y1 Preferred, Y2 Preferred, Aeries A+ (PP), Series A1 and Series A2 classes of shares have a preference on a capital distribution. Ordinary B shares and Non-Voting Ordinary B shares have no dividend rights or rights to attend, speak or vote at any general meetings or on any written shareholder resolutions.

On 18th November 2019 a special resolution was passed giving Series A1 and Series A2 shares priority over the ordinary shares on distributions from a winding up of the company.

On 20 January 2023, 208 Ordinary B shares of £0.000001 were issued and fully paid for by cash, at a price of £0.17 per share.

On 31 March 2023, 593,562 Series A+ (PP) shares of £0.000001 were issued and fully paid for by cash, at a price of £9.53 per share.

On 31 March 2023,

96,797 Series A1 shares of £0.00001, were re-designated as 96,797 Seed shares of £0.000001,

271,175 Preferred shares of £0.000001 were re-designated as 271,175 Series A1 shares of £0.000001,

262,405 Y1 Preferred shares of £0.000001 were re-designated as 262,405 Series A3 shares of £0.000001,

135,238 Y2 Preferred shares of £0.000001 were re-designated as 135,238 Series A4 shares of £0.000001,

101,039 G shares of £0.000001 were re-designated as 101,039 Growth shares of £0.000001,

20,992 Ordinary shares of £0.000001 were re-designated as 20,992 Series A+ (PP) shares of £0.000001 and

20,623 Ordinary B shares of £0.000001 were re-designated as 20,623 Non-Voting Ordinary B shares of £0.000001.

On 23 October 2023, 8,287 Ordinary B shares of £0.000001 were issued and fully paid for by cash, at a price of £0.17 per share.

On 07 February 2024, 59,508 Growth shares of £0.000001 were issued and fully paid for by cash, at a price of £0.43 per share.

On 02 August 2024, 356,519 Series A+ (PP) shares of £0.000001 were issued and fully paid for by cash, at a price of £10.94 per share.

On 28 March 2025, 60,000 Growth shares of £0.000001 were issued and fully paid for by cash, at a price of £0.43 per share.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
24
Share premium account
2025
2024
£
£
At the beginning of the year
15,708,484
11,782,910
Issue of new shares
25,800
3,925,574
At the end of the year
15,734,284
15,708,484
25
Share option reserve
2025
2024
£
£
At the beginning and end of the year
16,700
16,700
26
Currency translation reserve
2025
2024
£
£
At the beginning of the year
(3,508)
1,790
Translation gain/(loss) arising in the year
8,116
(5,298)
At the end of the year
4,608
(3,508)
27
Events after the reporting date

There were no post balance sheet events.

28
Related party transactions

During the year the group entered into the following transactions with related parties:

Sale of goods
Management charges included in cost of sales
2025
2024
2025
2024
£
£
£
£
Subsidiaries
-
0
-
0
137,691
200,174
Services included in administrative expenses
2025
2024
£
£
Subsidiaries
2,798,893
2,585,374
QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
28
Related party transactions
(Continued)
- 29 -

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due to related parties
£
£
Subsidiaries
403,148
430,360

The following amounts were outstanding at the reporting end date:

2025
2024
Amounts due from related parties
£
£
Subsidiaries
1,809
-
29
Directors' transactions

On 28 March 2025, a further loan of £25,800 was granted to Mr A Serle. As at 31 December 2025, the outstanding balance was £53,801 (2024: £26,531). Interest of £1,470 was charged on the loan. T he maximum amount of loan outstanding in the period was £53,801.

30
Controlling party

No single party has had ultimate control of the parent company during the current year or previous year.

31
Going concern

The financial statements are prepared on a going concern basis as the directors are satisfied that the Company has the ability to continue in business for the foreseeable future.

During the year ended 31 December 202 5, the group incurred a loss of £1,9 6 5,929 and as of that date the group's accumulated losses increased to £1 6,2 3 4,34 5. These losses have been financed by continued capital investments which result in negative net assets of £478,75 0.

82% of g roup liabiities at 31st December 202 5 are d eferred i ncome, and for the Company, d eferred i ncome and g roup c reditors are 9 2% of liabilities.

In making the going concern assessment the directors have considered future projection of operating performance and c ashflow forecasts. In addition, the directors have reviewed the external risks and uncertainties that the Company faces and consider that this does not alter the going concern basis of preparing the financial statements.

QUALITY CLOUDS LTD
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
32
Cash absorbed by group operations
2025
2024
£
£
Loss for the year before taxation
(2,004,000)
(4,141,421)
Adjustments for:
Finance costs
662
1,350
Investment income
(28,452)
(29,764)
Depreciation and impairment of property, plant and equipment
21,731
7,666
Foreign exchange gains on cash equivalents
8,116
(5,298)
Movements in working capital:
(Increase)/decrease in trade and other receivables
(242,876)
248,376
Increase/(decrease) in trade and other payables
96,721
(69,649)
Cash absorbed by operations
(2,148,098)
(3,988,740)
QUALITY CLOUDS LTD
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 31 -
2025
2024
Notes
£
£
ASSETS
Non-current assets
Property, plant and equipment
36
4,115
11,066
Investments
37
3,011
3,011
7,126
14,077
Current assets
Trade and other receivables
38
1,202,289
1,147,825
Cash and cash equivalents
996,000
2,858,294
2,198,289
4,006,119
Total assets
2,205,415
4,020,196
EQUITY
Called up share capital
43
3
3
Share premium account
15,734,284
15,708,484
Share option reserve
16,700
16,700
Retained earnings
(16,571,553)
(14,595,323)
Total equity
(820,566)
1,129,864
LIABILITIES
Non-current liabilities
39
362,770
944,527
Current liabilities
39
2,663,211
1,945,805
Total equity and liabilities
2,205,415
4,020,196

The notes on pages 33 to 37 form part of these parent financial statements.

As permitted by true s408 Companies Act 2006, the c ompany has not presented its own income statement and related notes. The c ompany’s loss for the year was £1,976,230 (2024 - £3,978,126 loss).

The financial statements were approved by the board of directors and authorised for issue on 1 July 2026 and are signed on its behalf by:
01 July 2026
Mr A Serle
Director
Company registration number 09522753 (England and Wales)
QUALITY CLOUDS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
Share capital
Share premium account
Share option reserve
Retained earnings
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
2
11,782,910
16,700
(10,617,197)
1,182,415
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(3,978,126)
(3,978,126)
Transactions with owners:
Issue of share capital
43
1
3,925,574
-
-
3,925,575
Balance at 31 December 2024
3
15,708,484
16,700
(14,595,323)
1,129,864
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(1,976,230)
(1,976,230)
Transactions with owners:
Issue of share capital
43
-
0
25,800
-
-
25,800
Balance at 31 December 2025
3
15,734,284
16,700
(16,571,553)
(820,566)

The notes on pages 33 to 37 form part of these parent financial statements.

QUALITY CLOUDS LTD
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
33
Accounting policies
Company information

Quality Clouds Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 20-22 Wenlock Road, London, N1 7GU. The company's principal activities and nature of its operations are disclosed in the directors' report.

33.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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 company applies accounting policies consistent with those applied by the group. To the extent that an accounting policy is relevant to both group and parent company financial statements, please refer to the group financial statements for disclosure of the relevant accounting policy.

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS

- presentation of the parent company's statement of cash flows and related notes;

- disclosure of key management personnel compensation; and

- disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;

QUALITY CLOUDS LTD
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
34
Adoption of new and revised standards and changes in accounting policies
Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

IFRS 18 (effective 1 January 2027)
Presentation and Disclosure in Financial Statements
IFRS 19 including amendments (effective 1 January 2027)
Subsidiaries without Public Accountability: Disclosures
Amendments to IFRS 9 and IFRS 7 (effective 1 January 2026)
Amendments to the classification and measurement of financial instruments
IFRS Accounting Standards - Volume 11 (effective 1 January 2026)
Annual Improvements to IFRS Accounting Standards
Amendments to IFRS 9 and IFRS 7 (effective 1 January 2026)
Power purchase arrangements
IFRS for SMEs (effective 1 January 2027)
Third edition
Amendments to IAS21 (effective 1 January 2027)
Translation to a Hyperinflationary Presentation Currency
Amendments to IFRS S2 (effective 1 January 2027)
Amendments to Greenhouse Gas Emissions Disclosures

Management has assessed that the above changes to the standards are not expected to have a material impact on the financial position or financial performance of the company.

35
Employees

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

2025
2024
Number
Number
10
12
QUALITY CLOUDS LTD
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
35
Employees
(Continued)
- 35 -

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
1,122,336
1,551,337
Social security costs
114,475
187,724
Pension costs
22,025
25,005
1,258,836
1,764,066
36
Property, plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2025
2,656
37,084
39,740
At 31 December 2025
2,656
37,084
39,740
Accumulated depreciation and impairment
At 1 January 2025
2,058
26,616
28,674
Charge for the year
420
6,531
6,951
At 31 December 2025
2,478
33,147
35,625
Carrying amount
At 31 December 2025
178
3,937
4,115
At 31 December 2024
598
10,468
11,066
37
Investments
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Investments in subsidiaries
-
0
-
0
3,011
3,011
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note 12.

QUALITY CLOUDS LTD
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
37
Investments
(Continued)
- 36 -
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 & 31 December 2025
3,011
Carrying amount
At 31 December 2025
3,011
At 31 December 2024
3,011
38
Trade and other receivables
2025
2024
£
£
Trade receivables
1,000,110
666,132
Corporation tax recoverable
20,981
229,737
Amounts owed by fellow group undertakings
1,809
-
0
Other receivables
61,309
64,037
Prepayments
118,080
187,919
1,202,289
1,147,825

The company has surrendered its losses relating to Research and Development costs, including the enhanced allowances available, in order to receive a cash refund.

Tax receivable is categorised in level 2 within the fair value hierarchy.

39
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
£
£
£
£
Borrowings
40
9,282
10,000
-
0
9,408
Trade and other payables
42
2,622,485
1,889,548
362,770
935,119
Taxation and social security
31,444
46,257
-
-
2,663,211
1,945,805
362,770
944,527
QUALITY CLOUDS LTD
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 37 -
40
Borrowings
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Borrowings held at amortised cost:
Bank loans
9,282
10,000
-
9,408
41
Fair value of financial liabilities

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

42
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
80,770
66,899
-
0
-
0
Amounts owed to fellow group undertakings
403,148
430,360
-
-
Accruals
112,281
216,457
-
0
-
0
Social security and other taxation
31,444
46,257
-
-
Other payables
2,026,286
1,175,832
362,770
935,119
2,653,929
1,935,805
362,770
935,119
43
Share capital
Refer to note 23 of the group financial statements.
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