QUELL TECH LTD

	Page
Statement of Financial Position	1—2
Notes to the Financial Statements	3—6

Registered number: 12742746

		31 October 2025		31 December 2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		-		61,965
Tangible Assets	5		-		58,734

			-		120,699
CURRENT ASSETS
Stocks	6	-		104,952
Debtors	7	39,705		243,109
Cash at bank and in hand		415,462		134,874

		455,167		482,935
Creditors: Amounts Falling Due Within One Year	8	(405,367 )		(681,472 )

NET CURRENT ASSETS (LIABILITIES)			49,800		(198,537 )

TOTAL ASSETS LESS CURRENT LIABILITIES			49,800		(77,838 )

Creditors: Amounts Falling Due After More Than One Year	9		-		(4,080,629 )

NET ASSETS/(LIABILITIES)			49,800		(4,158,467 )

CAPITAL AND RESERVES
Called up share capital	10		10,808,480		10,808,480
Income Statement			(10,758,680 )		(14,966,947 )

SHAREHOLDERS' FUNDS			49,800		(4,158,467)

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QUELL TECH LTD

Statement of Financial Position (continued)

As At 31 October 2025

For the period ending 31 October 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.

On behalf of the board

Cameron Brookhouse

Director

21st July 2026

The notes on pages 3 to 6 form part of these financial statements.

1. General Information

QUELL TECH LTD is a private company, limited by shares, incorporated in England & Wales, registered number 12742746 . The registered office is 2 De Beauvoir Square, London, N1 4LG.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Going Concern Disclosure

The directors believe that the going concern basis is not appropriate.

During the period, the company significantly reduced its trading activities and entered into a Company Voluntary Arrangement on 28 October 2025. The arrangement was completed on 20 March 2026.

The company has disposed of, or fully written down, substantially all of its operating assets and inventories. Its remaining assets comprise cash and intellectual property. The directors intend to pursue an orderly realisation of the intellectual property and, following settlement of the company’s remaining liabilities, expect the company to be wound up. Any remaining surplus would then be distributed to the company’s shareholder.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Turnover from the sale of goods is recognised when goods have been delivered to customers such that risks and rewards of ownership have transferred to them. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.

2.4. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is provided on a straight-line basis over the estimated useful economic life of the asset.

Website build 5 years.

During the year, the carrying value of intangible assets was reviewed and written down. At the balance sheet date, intangible assets were valued at nil.

The company also owns internally developed intellectual property relating to its virtual reality game. No amount is recognised in respect of that intellectual property in the statement of financial position.

2.5. Tangible Fixed Assets and Depreciation

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

Plant & Machinery	3 years
Fixtures & Fittings	5 years
Computer Equipment	3 years

During the year, the carrying value of tangible fixed assets was reviewed and written down where appropriate. Certain assets were also disposed of during the year. At the balance sheet date, tangible fixed assets were valued at nil.

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QUELL TECH LTD

Notes to the Financial Statements (continued)

For the Period 1 January 2025 to 31 October 2025

2.6. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

During the year, the Company made a decision to discontinue the sale of its hardware gaming platform. As a result, the related stock has no expected net realisable value. Accordingly, stock has been fully written down to nil in the current year.

2.7. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are recognised in profit or loss in the period in which they arise.

2.8. Taxation

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

The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Corporation tax credits are recognised as income in the period necessary to match them with the related costs they are intended to incentivise and when all relevant qualfying conditions have been met.

2.9. Comparative Note

The company changed its accounting reference period from 31 December to 31 October. Accordingly, the current financial statements cover the ten-month period from 1 January 2025 to 31 October 2025, whereas the comparative figures cover the twelve months ended 31 December 2024. The comparative amounts are therefore not entirely comparable.

3. Average Number of Employees

Average number of employees, including directors, during the period was: 10 (2024: 33)

4. Intangible Assets

	Other
	£
Cost
As at 1 January 2025	78,587

As at 31 October 2025	78,587

Amortisation
As at 1 January 2025	16,622
Provided during the period	13,098
Impairment losses	48,867

As at 31 October 2025	78,587

Net Book Value
As at 31 October 2025	-

As at 1 January 2025	61,965

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QUELL TECH LTD

Notes to the Financial Statements (continued)

For the Period 1 January 2025 to 31 October 2025

5. Tangible Assets

	Plant & Machinery	Fixtures & Fittings	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2025	84,699	54,954	122,744	262,397
Disposals	-	(6,371 )	(1,038 )	(7,409 )

As at 31 October 2025	84,699	48,583	121,706	254,988

Depreciation
As at 1 January 2025	70,489	30,640	102,534	203,663
Provided during the period	11,929	7,366	14,518	33,813
Impairment losses	2,281	13,163	5,324	20,768
Disposals	-	(2,586 )	(670 )	(3,256 )

As at 31 October 2025	84,699	48,583	121,706	254,988

Net Book Value
As at 31 October 2025	-	-	-	-

As at 1 January 2025	14,210	24,314	20,210	58,734

6. Stocks

	31 October 2025	31 December 2024
	£	£
Materials	-	22,142
Finished goods	-	82,810

	-	104,952

Stocks are stated at the lower of cost and net realisable value. At the balance sheet date, inventories were nil (2024: £104,952).

7. Debtors

	31 October 2025	31 December 2024
	£	£
Due within one year
Trade debtors	355	6,659
Other debtors	39,350	236,450

	39,705	243,109

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QUELL TECH LTD

Notes to the Financial Statements (continued)

For the Period 1 January 2025 to 31 October 2025

8. Creditors: Amounts Falling Due Within One Year

	31 October 2025	31 December 2024
	£	£
Trade creditors	167,394	415,672
Other creditors	237,973	173,909
Taxation and social security	-	91,891

	405,367	681,472

9. Creditors: Amounts Falling Due After More Than One Year

	31 October 2025	31 December 2024
	£	£
Amounts owed to group undertakings	-	4,080,629

10. Share Capital

	31 October 2025	31 December 2024
Allotted, called up and fully paid	£	£
10,808,480 Ordinary Shares of £ 1.000 each	10,808,480	10,808,480

11. Post Balance Sheet Events

The Company Voluntary Arrangement ("CVA") approved on 28 October 2025 was completed on 20 March 2026. Unsecured creditors with admitted claims received distributions equivalent to 93 pence for each £1 of admitted debt. The accounting effect of the completion has been treated as a non-adjusting event.

The company is currently in discussions concerning a potential disposal of intellectual property. At the date of approval of these financial statements, no binding sale had been completed and accordingly no gain has been recognised in the accounts.

12. Related Party Transactions

The company's parent company Quell Inc. confirmed on 25 September 2025 it would not be seeking repayment of the intercompany debt of £4,764,410 and waived all rights, claims, or entitlements relating to the repayment of this amount. The company has accordingly written off this loan as a credit to the profit and loss account.

13. Ultimate Controlling Party

The immediate and ultimate parent undertaking is Quell Inc., a company incorporated in the United States of America. The registered office address is 251 Little Falls Drive, Wilmington, New Castle, Delaware, 19808, United States.

The directors consider there to be no ultimate individual controlling party.

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