REGISTERED NUMBER: 07858892 (England and Wales)

Unaudited Financial Statements

for the Year Ended 30 November 2025

for

QMINDER LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

S Raud

R Rungas

Registered office:

20-22 Wenlock Road,

London,

N1 7GU

Registered number:

07858892 (England and Wales)

Accountants:

Cooper Parry Advisory Limited

Broadwalk House, 5th Floor

5 Appold Street

Broadgate

London

EC2A 2AG

Fixed assets

Intangible assets

4

-

-

Tangible assets

5

16,632

25,024

16,632

25,024

Current assets

Debtors

6

528,620

200,207

Cash at bank

80,387

317,798

609,007

518,005

Creditors

Amounts falling due within one year

7

(1,628,967

)

(1,243,257

)

Net current liabilities

(1,019,960

)

(725,252

)

Total assets less current liabilities

(1,003,328

)

(700,228

)

Capital and reserves

Called up share capital

9

127

127

Share premium

177,948

177,948

Retained earnings

(1,181,403

)

(878,303

)

Shareholders' funds

(1,003,328

)

(700,228

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 November 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 November 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 14 August 2026 and were signed on its behalf by:

R Rungas - Director

1.	Statutory information

Qminder Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	Accounting policies

Basis of preparing the financial statements

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

Going concern

The financial statements have been prepared on the going concern basis. The directors believe that the company has sufficient financial resources to be able to meet its obligations, if and when, they become due, and that the company can continue in operational existence for a period of at least 12 months from the statement of financial position date. On this basis, the directors are of the opinion that they should continue to adopt the going concern basis in preparing the annual financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover represents income derived from the users of the queue management systems. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Office equipment

-

Straight line over 3 years

Fixtures and fittings

-

Straight line over 4 years

Computer equipment

-

Straight line over 3 years

Financial instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation

Taxation for the year comprises current tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Interest receivable

Interest receivable is measured at the fair value of the consideration received or receivable, and is accrued over time using the effective interest method, based on the principal amount and the interest rate applicable to the deposit.

3.	Employees and directors

The average number of employees during the year was NIL (2024 - NIL).

4.	Intangible fixed assets

Computer

software

£

Cost

At 1 December 2024

16,012

Disposals

(16,012

)

At 30 November 2025

-

Amortisation

At 1 December 2024

16,012

Eliminated on disposal

(16,012

)

At 30 November 2025

-

Net book value

At 30 November 2025

-

At 30 November 2024

-

5.	Tangible fixed assets

Fixtures

Office

and

Computer

equipment

fittings

equipment

Totals

£

£

£

£

Cost

At 1 December 2024

-

30,479

125,342

155,821

Additions

1,994

-

5,180

7,174

Disposals

-

(30,479

)

(91,436

)

(121,915

)

At 30 November 2025

1,994

-

39,086

41,080

Depreciation

At 1 December 2024

-

30,438

100,359

130,797

Charge for year

336

41

15,189

15,566

Eliminated on disposal

-

(30,479

)

(91,436

)

(121,915

)

At 30 November 2025

336

-

24,112

24,448

Net book value

At 30 November 2025

1,658

-

14,974

16,632

At 30 November 2024

-

41

24,983

25,024

6.

Debtors: amounts falling due within one year

2025

2024

£

£

Trade debtors

486,076

160,495

Other debtors

42,544

39,712

528,620

200,207

7.

Creditors: amounts falling due within one year

2025

2024

£

£

Bank loans and overdrafts (see note 8)

17,410

-

Trade creditors

92,220

39,575

Amounts owed to group undertakings

476,567

451,539

Taxation and social security

2,093

2,027

Other creditors

1,040,677

750,116

1,628,967

1,243,257

8.

Loans

An analysis of the maturity of loans is given below:

2025

2024

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

17,410

-

9.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

1,267,887

Ordinary

£0.0001

127

127

10.	Ultimate controlling party

The immediate controlling party is Qminder OU (formally Masara OU), a company incorporated in Estonia with its registered office situated at Paju TN2, Tartu, Tartumaa, Estonia, 50603.