ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

As restated

Registered number: 14296406

QUADMARK HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025


QUADMARK HOLDINGS LIMITED

COMPANY INFORMATION

Director	H Earl-Wright


Registered number	14296406


Registered office	10 Orange Street
	Haymarket
	London
	WC2H 7DQ


Independent auditors	James Cowper Kreston Audit
	Chartered Accountants and Statutory Auditor
	Apex
	Forbury Road
	Reading
	Berkshire
	RG1 1AX


QUADMARK HOLDINGS LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Director's Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10
Company Balance Sheet	11
Consolidated Statement of Changes in Equity	12
Company Statement of Changes in Equity	13
Consolidated Statement of Cash Flows	14
Consolidated Analysis of Net Debt	15
Notes to the Financial Statements	16 - 31


QUADMARK HOLDINGS LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The annual report and financial statements presented here are for Quadmark Holdings Limited and its subsidiaries (the “Group”). The Group’s principal activity is the provision of enablement services to enterprise clients, supporting teams to sell, lead and perform consistently in complex, fast-changing and multi-market environments.

Business review

Quadmark’s long-term vision is that, over the next decade, it will have helped millions of people learn, grow and unlock their potential through the power of technology and education. This ambition is guided by the Group’s North Star, “people enabled worldwide”, which informs strategic decision-making and keeps the business focused on delivering meaningful impact for clients, learners and partners.

The Group works as an embedded enablement partner to ambitious, multi-market technology businesses, helping teams build capability and perform consistently at scale. Its values are expressed through the CORE framework: Choose to Learn, Own It, Respect Others and Elevate the Team. These values promote curiosity, accountability, respectful communication and collective success, and underpin both client delivery and internal ways of working.

In 2025, the Group used a balanced set of key performance indicators to assess progress and support future growth. These KPIs focused on revenue and profitability, customer and market development, people and culture, and innovation. During the year, management monitored performance against the Group’s strategic priorities of building a culture of AI experimentation, strengthening trust through human partnerships, and enabling every Quadmarker to lead with confidence. Measures included financial performance, client relationship development, progress in embedding AI-enabled ways of working, and initiatives supporting personal growth, values-led leadership and reward for impact.

Page 1


QUADMARK HOLDINGS LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Principal risks and uncertainties

Liquidity, cash flow and sustainable growth
The Group continues to invest in strategic growth initiatives, capability building and technology. There is a risk that revenue growth or cash generation may not develop in line with expectations. This is mitigated through careful financial planning, disciplined cost management, diversified revenue streams and regular forecasting.

Technology resilience, cybersecurity and third-party platforms
The Group relies on cloud-based systems, AI tools and third-party technology providers to support internal operations and client delivery. Disruption, cyber incidents or service failure could adversely affect performance or reputation. Mitigation includes supplier review, access controls, data protection measures, business continuity planning and ongoing monitoring of key systems.

Service delivery quality and client retention
The Group’s reputation depends on delivering consistent, high-quality outcomes for clients. Any failure in delivery quality, execution or client experience could affect retention and growth. This is mitigated through strong delivery oversight, client feedback mechanisms, continuous improvement and clear internal standards.

Key people and capability
The Group’s success depends on attracting, retaining and developing skilled employees and leaders. The loss of key individuals or difficulty in hiring specialist talent could affect growth and delivery. This is mitigated through development opportunities, reward structures, workforce planning and a strong values-led culture.

Competition and market demand
The Group operates in a competitive market and may be affected by changing client priorities, budget pressures and competitor activity. This is mitigated through long-term client relationships, innovation and a clear market proposition.

AI governance, data confidentiality and responsible use of technology
As the Group expands its use of AI-enabled tools and ways of working, there is a risk relating to confidentiality, governance, inappropriate use of technology or reputational harm. This is mitigated through internal policies, governance frameworks, controlled experimentation, human oversight and ongoing employee guidance.

Development and Performance

2025 was a year of continued growth and strategic development for Quadmark. During the year, the Group strengthened its market proposition, evolved its enablement offer and continued to invest in technology, capability and innovation to support clients operating in increasingly complex and fast-moving environments. The Group also continued to embed AI-enhanced ways of working across its operations and service delivery, while maintaining a strong focus on client impact, quality and long-term partnership.

Key performance indicators

Group turnover increased compared with 2024, reflecting continued client demand and effective execution of the Group’s strategy. Operating performance improved during the year, although ongoing investment in growth initiatives, capability building and technology continued to affect short-term profitability. The Group maintained a healthy cash position, supporting ongoing operations and future investment.

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

H Earl-Wright

Director

Date: 17 September 2026

Page 2


QUADMARK HOLDINGS LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The director presents his report and the financial statements for the year ended 31 December 2025.

Director

The director who served during the year was:

H Earl-Wright

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Results and dividends

The profit for the year, after taxation, amounted to $1,494,523 (2024 - $407,035).

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:

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

∙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.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, James Cowper Kreston Audit, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3


QUADMARK HOLDINGS LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

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

H Earl-Wright

Director

Date: 17 September 2026

Page 4


QUADMARK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUADMARK HOLDINGS LIMITED

Opinion

We have audited the financial statements of Quadmark Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, 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 2025 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Page 5


QUADMARK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUADMARK HOLDINGS 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 director is 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 Director's 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 Director's 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 Director's 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 director's 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 Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is 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 director either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so.

Page 6


QUADMARK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUADMARK HOLDINGS 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.

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.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

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

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

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

∙Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for approproateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates of evidence of bias.

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.

Other matters

The comparative period was not subject to audit because the Group took advantage of small company audit exemptions in the previous accounting period.

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.

Page 7


QUADMARK HOLDINGS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUADMARK HOLDINGS LIMITED (CONTINUED)

Darren O'Connor BSc (Hons) ACA FCCA (Senior Statutory Auditor)

for and on behalf of

James Cowper Kreston Audit

Chartered Accountants and Statutory Auditor

Apex

Forbury Road

Reading

Berkshire

RG1 1AX

21 September 2026

Page 8


QUADMARK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
	$	$


Turnover	4	17,581,274	12,656,839
Cost of sales		(13,143,715)	(9,623,878)
Gross profit		4,437,559	3,032,961
Administrative expenses		(3,034,877)	(2,510,480)
Operating profit	5	1,402,682	522,481
Interest receivable and similar income	9	77,720	37,998
Net gain on financial liabilities		240,000	-
Profit before taxation		1,720,402	560,479
Tax on profit	10	(225,879)	(153,444)
Profit for the financial year		1,494,523	407,035

Profit for the year attributable to:
Owners of the Parent Company	1,494,523	407,035
	1,494,523	407,035

The notes on pages 16 to 31 form part of these financial statements.

Page 9


QUADMARK HOLDINGS LIMITED REGISTERED NUMBER:14296406

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		$		$

Fixed assets
Goodwill	11		1,666,624		1,908,982
Tangible assets	12		124,276		50,305
			1,790,900		1,959,287
Current assets
Debtors: amounts falling due after more than one year	14	15,073		10,202
Debtors: amounts falling due within one year	14	763,746		1,507,887
Cash at bank and in hand	15	7,646,357		3,658,919
		8,425,176		5,177,008
Creditors: amounts falling due within one year	16	(7,676,150)		(3,698,528)
Net current assets			749,026		1,478,480
Total assets less current liabilities			2,539,926		3,437,767
Creditors: amounts falling due after more than one year	17		(1,337,847)		(3,374,216)
Deferred taxation	20	(26,032)		-
			(26,032)		-
Net assets			1,176,047		63,551

Capital and reserves
Called up share capital	21	1	1
Foreign exchange reserve	22	(88,860)	293,167
Profit and loss account	22	1,264,906	(229,617)
Equity attributable to owners of the Parent Company		1,176,047	63,551
		1,176,047	63,551

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

H Earl-Wright

Director

Date: 17 September 2026

The notes on pages 16 to 31 form part of these financial statements.

Page 10


QUADMARK HOLDINGS LIMITED REGISTERED NUMBER:14296406

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		$		$

Fixed assets
Investments	13		8,019,287		8,019,287
			8,019,287		8,019,287
Current assets
Debtors: amounts falling due within one year	14	150,774		150,774
Cash at bank and in hand	15	32,063		31,444
		182,837		182,218
Creditors: amounts falling due within one year	16	(5,100,808)		(3,004,400)
Net current liabilities			(4,917,971)		(2,822,182)
Total assets less current liabilities			3,101,316		5,197,105

Creditors: amounts falling due after more than one year	17		(1,337,847)		(3,374,216)

Net assets			1,763,469		1,822,889

Capital and reserves
Called up share capital	21	1	1
Profit and loss account	22	1,763,468	1,822,888
		1,763,469	1,822,889

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

H Earl-Wright

Director

Date: 17 September 2026

The notes on pages 16 to 31 form part of these financial statements.

Page 11


QUADMARK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	$	$	$	$
At 1 January 2024	1	442,150	(636,652)	(194,501)
Comprehensive income for the year
Profit for the year	-	-	407,035	407,035
Foreign exchange movement	-	(148,983)	-	(148,983)

At 1 January 2025	1	293,167	(229,617)	63,551
Comprehensive income for the year
Profit for the period	-	-	1,494,523	1,494,523
Foreign exchange movement	-	(382,027)	-	(382,027)
At 31 December 2025	1	(88,860)	1,264,906	1,176,047

The notes on pages 16 to 31 form part of these financial statements.

Page 12


QUADMARK HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Profit and loss account	Total equity
	$	$	$
At 1 January 2024	1	2,090,199	2,090,200
Comprehensive income for the year
Loss for the year	-	(267,311)	(267,311)

At 1 January 2025	1	1,822,888	1,822,889
Comprehensive income for the year
Loss for the year	-	(59,420)	(59,420)
At 31 December 2025	1	1,763,468	1,763,469

The notes on pages 16 to 31 form part of these financial statements.

Page 13


QUADMARK HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			$	$

Cash flows from operating activities
Profit for the financial year	1,494,523	407,035
Adjustments for:
Amortisation of intangible assets	242,358	243,022
Depreciation of tangible assets	43,670	38,260
Profit on disposal of tangible assets	(7,746)	-
Interest received	77,720	37,814
Taxation charge	(225,879)	(153,444)
Decrease in debtors	744,111	252,370
Increase in creditors	2,852,808	894,587
Corporation tax received	129,883	138,591
Net cash generated from operating activities	5,351,448	1,858,235

Cash flows from investing activities
Purchase of tangible fixed assets	(133,488)	(27,165)
Sale of tangible fixed assets	7,747	-
Net cash from investing activities	(125,741)	(27,165)
Cash flows from financing activities
Repayment of other loans	(856,242)	(982,074)
Net cash used in financing activities	(856,242)	(982,074)
Net increase in cash and cash equivalents	4,369,465	848,996
Cash and cash equivalents at beginning of year	3,658,919	2,958,906
Foreign exchange gains and losses	(382,027)	(148,983)
Cash and cash equivalents at the end of year	7,646,357	3,658,919

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	7,646,357	3,658,919
	7,646,357	3,658,919

The notes on pages 16 to 31 form part of these financial statements.

Page 14


QUADMARK HOLDINGS LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
$	$	$

Cash at bank and in hand	3,658,919	3,987,438	7,646,357
Debt due after 1 year	(3,374,216)	2,036,369	(1,337,847)
Debt due within 1 year	(244,531)	(1,180,127)	(1,424,658)
	40,172	4,843,680	4,883,852

The notes on pages 16 to 31 form part of these financial statements.

Page 15


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Quadmark Holdings Limited (registered number: 14296406) is a private company, limited by shares and registered in England and Wales under the Companies Act. The address of the registered office is 10 Orange Street, Haymarket, London, WCH 7DQ.

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

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 Balance Sheet, 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.

The consolidated financial statements are presented in USD, being the functional currency of the parent company. On consolidation, the financial statements of subsidiaries with functional currencies other than USD are translated into USD in accordance with FRS 102 Section 30, with assets and liabilities translated at the closing rate and income and expenses at the average rate. Exchange differences arising on translation are recognised in a translation reserve within equity.

2.3

Going concern

The Directors are satisfied that the group has adequate resources to continue operations for the foreseeable future. Based on a review of the forecasts and plans the Directors' believe that the financial statements have been appropriately prepared on a going concern basis.

Page 16


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional currency is USD. Quadmark Pte's functional currency is Singapore Dollar, whilst Quadmark China is in Yuan. Quadmark Limited has a functional currency of GBP. This differs from the presentational currency which is USD. The reason for the difference is that most of the transactions at the Holdings level are completed in USD. Management believe therefore, that the presentational currency is more representative of the day-to-day transactions.

On consolidation, the results of overseas operations are translated into USD 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.

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.

2.5

Revenue

The turnover shown in the profit and loss account represents amounts due to the company in respect of the provision of consultancy services, exclusive of Value Added Tax and trade discounts.

Revenue is recognised once the service has been provided to the customer and the contract fulfilled. Where contracts include various services to be delivered over a period of time, revenue is measured by reference to the stage of completion of the service transaction at the end of the reporting period.

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.

Page 17


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.7

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 balance sheet 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 balance sheet 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 balance sheet date.

2.8

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, which is deemed to be 10 years.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 18


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.9

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:

Motor vehicles	-	3 years
Fixtures and fittings	-	3 years
Computer equipment	-	3 years

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.

2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.11

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.

2.12

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.

2.13

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.

Page 19


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.14

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.

2.15

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

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

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the asset and projected disposal values.

Intangible fixed assets

Intangible fixed assets relates to Goodwill arising on the acquisition of Quadmark Limited. Goodwill is amortised on a straight-line basis over its useful economic life, which is deemed to be 10 years.

Page 20


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Sales	17,581,274	12,656,839
	17,581,274	12,656,839

						As restated
					2025	2024
					$	$

United Kingdom	14,650,389	10,196,577
Rest of the world	2,930,885	2,460,262
	17,581,274	12,656,839

Depreciation	46,530	38,260
Amortisation	242,358	243,022
Exchange differences	97,815	(14,106)

	Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements	40,500	37,200
	Other services	18,000	19,000

Page 21


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

		Group	Group
		2025	2024
		$	$


Wages and salaries	9,206,104	7,712,524
Social security costs	773,537	614,580
Cost of defined contribution scheme	107,650	234,851
	10,087,291	8,561,955

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	100	82	2	2

8.	Director's remuneration
	Directors’ remuneration is paid by subsidiary undertakings within the Group, and no remuneration is charged to the parent company.

9.	Interest receivable
		2025	2024
		$	$

	Other interest receivable	77,720	37,998
		77,720	37,998

Page 22


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Corporation tax
Current tax on profits for the year	381,937	235,360
Adjustments in respect of previous periods	(135,981)	(96,769)
	245,956	138,591
Foreign tax
Foreign tax on income for the year	5,955	14,853
	5,955	14,853
Total current tax	251,911	153,444

Deferred tax
Origination and reversal of timing differences	(26,032)	-
Total deferred tax	(26,032)	-


	Tax on profit	225,879	153,444

Profit on ordinary activities before tax

1,720,402

560,479

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	430,101	140,120
Effects of:
Expenses not deductible for tax purposes	24,249	2,891
Movement in deferred tax not recognised	5,607	11,150
Adjustments to tax charge in respect of prior periods	(135,981)	(96,769)
Other differences	(104,052)	81,199
Overseas tax	5,955	14,853
Total tax charge for the year	225,879	153,444

Factors that may affect future tax charges

Page 23


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

10.Taxation (continued)

There were no factors that may affect future tax charges.

11.	Goodwill
	Group

		Goodwill
		$
	Cost
	At 1 January 2025	2,423,577
	At 31 December 2025	2,423,577
	Amortisation
	At 1 January 2025	514,595
	Charge for the year	242,358
	At 31 December 2025	756,953
	Net book value
	At 31 December 2025	1,666,624
	At 31 December 2024	1,908,982

Page 24


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets
	Group

	Motor vehicles	Fixtures and fittings	Computer equipment	Total
	$	$	$	$
Cost or valuation
At 1 January 2025	17,568	92,624	248,342	358,534
Additions	75,462	-	58,923	134,385
Disposals	-	(29,489)	(9,844)	(39,333)
Exchange adjustments	-	6,819	-	6,819
At 31 December 2025	93,030	69,954	297,421	460,405
Depreciation
At 1 January 2025	1,952	87,710	218,567	308,229
Charge for the year	11,237	5,279	27,154	43,670
Disposals	-	(29,489)	(5,750)	(35,239)
Exchange adjustments	138	6,454	12,877	19,469
At 31 December 2025	13,327	69,954	252,848	336,129
Net book value
At 31 December 2025	79,703	-	44,573	124,276
At 31 December 2024	15,616	4,914	29,775	50,305

Page 25


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		$
	Cost or valuation
	At 1 January 2025	8,019,287
	At 31 December 2025	8,019,287

	Net book value
	At 31 December 2025	8,019,287
	At 31 December 2024	8,019,287

Direct subsidiary undertaking
The following was a direct subsidiary undertaking of the Company:
Name	Registered office	Class of shares	Holding

Quadmark Pte Limited

1 Wallich St, Tower 14-01 Guoco, Singapore 07888

Ordinary

100%

	Quadmark Limited has taken advantage of the exemption from a statutory audit under the parent company guarantees as per the Company Act 479A. The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:
	Name	Aggregate of share capital and reserves $	Profit/(Loss) $

Quadmark Pte Limited

1,914,281

219,948

Page 26


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Quadmark Limited	10 Orange Street Haymarket London WC2H 7DQ	Ordinary	100%
Quadmark Inc	375 Sunrise Highway Suite 7 Lynbrook, NY, 11563	Ordinary	100%
Quadmark China	11F, Tower B, Central Tower No 567 Lan Gao Road Shanghai 200333 China	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	$	$

Quadmark Limited	684,711	1,599,081
Quadmark Inc	131,342	178,660
Quadmark China	193,973	4,187

Page 27


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

14.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		$	$	$	$

Due after more than one year
Other debtors	15,073	10,202	-	-
	15,073	10,202	-	-

Group	Group	Company	Company
2025	2024	2025	2024
$	$	$	$

Due within one year
Trade debtors	576,296	1,181,877	-	-
Amounts owed by group undertakings	-	-	150,000	150,000
Other debtors	187,450	264,122	774	774
Prepayments and accrued income	-	61,888	-	-
	763,746	1,507,887	150,774	150,774

15.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		$	$	$	$

Cash at bank and in hand	7,646,357	3,658,919	32,063	31,444
	7,646,357	3,658,919	32,063	31,444

16.	Creditors: Amounts falling due within one year
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		$	$	$	$

Deferred consideration	1,424,658	244,531	1,424,658	244,531
Trade creditors	196,241	144,652	-	-
Amounts owed to group undertakings	-	-	3,652,883	2,736,602
Corporation tax	202,142	72,259	-	-
Other taxation and social security	276,068	158,956	-	-
Other creditors	61,945	49,533	23,267	23,267
Accruals and deferred income	5,515,096	3,028,597	-	-
	7,676,150	3,698,528	5,100,808	3,004,400

Page 28


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

17.	Creditors: Amounts falling due after more than one year
		Group	Group As restated	Company	Company As restated
		2025	2024	2025	2024
		$	$	$	$

Deferred consideration	1,337,847	3,374,216	1,337,847	3,374,216
	1,337,847	3,374,216	1,337,847	3,374,216

18.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		$	$	$	$

Amounts falling due within one year
Deferred consideration	1,424,658	244,531	1,424,658	244,531
Amounts falling due 1-2 years
Deferred consideration	1,337,847	2,174,025	1,337,847	2,174,025
Amounts falling due 2-5 years
Deferred consideration	-	1,200,191	-	1,200,191

	2,762,505	3,618,747	2,762,505	3,618,747

19.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		$	$	$	$

	Financial assets
	Financial assets measured at fair value through profit or loss	7,646,357	7,646,357	32,063	31,444

	Financial assets measured at fair value through profit or loss comprise of cash at bank, trade debtors and other debtors.
	Financial liabilities measured at fair value through profit and loss comprise of trade payables and loan balances.

Page 29


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Deferred taxation
	Group

		2025
		$

	Charged to profit or loss	(26,032)
	At end of year	(26,032)

Company

		2025

	At end of year	-

		Group
		2025
		$

	Accelerated capital allowances	(26,032)
		(26,032)

21.	Share capital
		2025	2024
		$	$

Allotted, called up and fully paid

1 (2024 - 1) 1 share of $1.00	1	1

22.

Reserves

Foreign exchange reserve

The foreign exchange reserve is the accumulated foreign exchange differences on consolidation on coversion to presentational currency up to the date of the balance sheet.

Profit and loss account

The proft & loss account is a Company's accumulated profit/loss up to the date of the balance sheet.

Page 30


QUADMARK HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

23.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2025	2024
		$	$

Not later than 1 year	33,863	35,849
Later than 1 year and not later than 5 years	27,702	61,565
	61,565	97,414

24.	Related party transactions
	The Group has not disclosed transactions within the Group that eliminate on consolidation, as permitted by FRS 102. Key management personnel are the Directors of the Company. Directors' emoluments are disclosed in note 8.

25.	Controlling party

As at 31 December 2025 the company is controlled by H Earl-Wright by virtue of her majority shareholding.

Page 31