Company registration number 15266902 (England and Wales)
Q5 LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
Q5 LTD
COMPANY INFORMATION
Directors
Mr A J Cottrill
(Appointed 7 November 2023)
Mr J H Okten
(Appointed 7 November 2023)
Mrs S R Rice-Oxley
(Appointed 7 November 2023)
Company number
15266902
Registered office
Thorney House
34 Smith Square
London
SW1P 3HL
England
Auditor
HW Fisher Audit
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
Q5 LTD
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 24
Q5 LTD
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the period ended 31 March 2025.

Fair Review of the Business

Q5 Ltd (Q5) is a management consultancy dedicated to building healthy organisations—to propel people, economies, and society forward. Our model blends data-led diagnostics (e.g. organisational analytics) with hands-on delivery, using proprietary tools such as OrgMaps to co-create sustainable outcomes. As a global firm we primarily work across the UK, Europe, North America, Middle East, and Australia, serving clients in public, private, and not‑for‑profit sectors. Q5 is a founding member and of the Transformation Alliance (TTA)—a network of like-minded consultancies across Europe. Through the TTA, we share IP, collaborate on cross-border projects, and jointly develop talent, extending our international reach and client impact.

Our delivery approach is rooted in co-creation and implementation. We don’t just advise—we work shoulder-to-shoulder with our clients to design, test, and embed solutions that drive sustainable outcomes. Our consultants bring a balanced mindset: analytical enough to challenge strategy, practical enough to get stuck in. Core methods include:

- Operating model and organisation design including culture change design

- Organisational health assessments

- Strategic workforce planning and job architecture

- Leadership enablement and change management

These services are delivered via an agile team structure, often combining local market knowledge with global expertise.

To support global clients and share leading practice, Q5 maintains an integrated regional structure across the UK, US, Middle East, and Australia. While each office has operational independence to meet local client needs, all share the same methods, IP, leadership cadence, and values. Regular cross-regional collaboration is built into client delivery, IP development, and staff development programmes.

This model enables Q5 to scale seamlessly, share insights rapidly, and offer consistent quality and culture across geographies.

In FY25 Q5 received several prestigious accolades that reflect our growth, culture, and client impact. Highlights include:

- The King’s Award for International Trade, recognising our global expansion and delivery excellence.

- Named one of Forbes’ World’s Best Management Consulting Firms 2024, and the FT Best Management Consultants 2025 list.

- Diamond-rated in Change Management and highly ranked across sectors by Consultancy UK.

- Great Place to Work® UK awards, including Best Workplaces for Development, Wellbeing, and Women.

- Winner of the Greater London Enterprise Award 2024 for innovation.

These awards reinforce Q5’s standing as a high-performing, people-first consultancy dedicated to building healthier organisations.

Q5 LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 2 -

Market Context & Strategy

Since 2009, Q5 has carved a unique niche in organisational health serving >150 clients annually. Our strategy for FY26 builds on:

- Private sector – core industry expertise in Retail, Media, Financial services, Nuclear and defence, Energy, Transportation

- Public sector & health specialism – leveraging deep healthcare and government experience

- International expansion – strengthening presence in US, Middle East, Australia

- Capability maturity – advancing data analytics, digital transformation, and structured job architecture

In FY25, Q5 responded to significant shifts across our core markets. In the UK, the ongoing pressure on public finances and NHS reform agendas led to a sharp focus on organisational efficiency, workforce planning, and governance redesign.

In the private sector, clients faced continued inflationary pressure, digital disruption, and the demand for more agile operating models—particularly in retail, financial services, and consumer goods. Internationally, our Middle East and North America clients sought support with localisation strategies, leadership capability development, and scaling post-M&A transformation programs.

Across all markets, there has been a clear increase in demand for evidence-based decision-making, job architecture modernisation, and inclusive leadership behaviours—areas where Q5 has invested in both tools and talent.

Financial & Operational Highlights

FY 2025 was a strong year for Q5, marked by strategic transition, operational resilience, and consistent profitability amidst global market headwinds.

Revenue and Market Performance
Q5 sustained strong margins and healthy profitability. This stability was achieved despite market conditions that led to reduced client spend and increased project deferrals.

Gross margin and operating margins remained strong at 46% and 18% respectively, underpinned by careful resource management, disciplined project execution, and a commitment to maintaining team continuity during a volatile industry period.

During FY25 the board made a deliberate decision to retain our full workforce during a period when many competitors initiated cost-cutting and redundancy programmes. Despite a short-term impact on profitability in H1, this choice was guided by our commitment to employee wellbeing, client continuity, and long-term capability preservation. As a result, we entered H2 with strong delivery momentum, high staff engagement, and client teams fully mobilised—leading to a significantly stronger second-half performance. This strategic choice exemplifies how the board balanced short-term margin with long-term stakeholder value creation.

Client Engagement and Delivery Scale

- Worked with over 150 clients across the UK, US, Middle East, and Australia

- Over 50% repeat client business

Capability and Talent Development

- Headcount of 180, additionally supported by a talented pool of associate SMEs

- Rolled out enhanced Career Architecture and internal development programmes

- Achieved low attrition of 11 % and sustained high employee engagement scores

International Footprint

- Cross-regional delivery teams executed integrated projects across time zones and client functions

Q5 LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 3 -

Innovation and IP

- Launched or matured tools such as OrgMaps, OrgScan, and Culture Diagnostic Framework

- Invested in internal IP and capability development, particularly our data & analytics hub which supports all our projects with robust quantitative analytics and data to power and evidence our recommendations to clients

- Launched a number of new services (such as strategic workforce planning and M&A value maximisation) to support and enhance our more mature offer

- Enhanced collaboration and learning across core consulting capabilities, including change, strategy, and leadership

Client Impact & Feedback

- Net Promoter Score (NPS): 9.5

- Case study feedback from key clients such as NHS England, HMRC, BAT, BA, Reach, HSBC, BP, Screwfix, Datacom, Screwfix, Tesco reflects measurable impact on organisational alignment, workforce design, and change execution

- Consistent repeat business and strong client referral reinforces our strong reputation in the market for delivering exceptional outcomes

Principal Risks & Mitigations

The Directors consider financial risk management within the objectives and policies.

Risk | Mitigation
Talent acquisition and retention | Career Architecture framework, structured mentorship, global communities
Client budget volatility | Sector diversification (commercial + public), flexible delivery models
Reputation and delivery risk | QA frameworks, client surveys, evolving operating model
Geopolitical/operational risk | Governance oversight in each region, compliance protocols
Price risk | Quarterly cost review given recent inflationary increases, along with operating model reviews and introduction of technology to improve efficiencies and reduce cost
Credit risk | Robust credit check procedures and payment term negotiations in place
Liquidity and cash flow risk | Ensure there is always enough cash in the bank for the forecasted needs of the business or for any unforeseen catastrophe

Outlook & Forward Priorities

- Evolving our operating model and governance to support scale

- Scaling digital business with expanded data analytics hub and digital organisational health tools

- International growth, especially in North America and the Middle East

- Continued investment in career development, inclusion, and transformation capability, to maintain high employee engagement and a strong performance culture

- Opportunistically looking for inorganic growth opportunities

Q5 LTD
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 4 -
Environmental & Carbon Positioning Statement

Our Net Zero target includes long-term and interim reduction targets created in line with SBTI guidance. Our ambition to achieve Net Zero includes a commitment to reduce or remove our emissions across Scope 1, 2 and 3 by 90% relative to our 2023 baseline.

Our ambition is to utilise long-term removal technologies to achieve Net Zero. As these technologies are currently nascent, we will have a higher reliance on carbon offsetting. In order to continue our progress to achieving Net Zero, we have adopted the following interim carbon reduction target: By 2030 50% reduction in absolute tCO2e.

On behalf of the board

Mr J H Okten
Director
3 September 2025
Q5 LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2025
- 5 -

The directors present their annual report and financial statements for the period ended 31 March 2025.

The current period figures relate to the 17 month period from incorporation on 7 November 2023 to 31 March 2025.

Principal activities

The principal activity of the company was that of organisation al design and developmen t consultancy.

Results and dividends

The results for the period are set out on page 10.

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

Directors

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

Mr A J Cottrill
(Appointed 7 November 2023)
Mr J H Okten
(Appointed 7 November 2023)
Mrs S R Rice-Oxley
(Appointed 7 November 2023)
Post reporting date events

Following the year ended 31 March 2025, a loan due from group undertakings totalling 1,324,591 SAR (£300,000) owed by Q Five Arabia was capitalised in order to be recognised as ‘additional capital’, in line with local reporting requirements. This will be treated as fixed asset investment in the accounts of Q5 Ltd.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of exposure to financial risk and future developments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr J H Okten
Director
3 September 2025
Q5 LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 MARCH 2025
- 6 -

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 financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 these 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 applicable UK Accounting Standards have 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.

Q5 LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF Q5 LTD
- 7 -
Opinion

We have audited the financial statements of Q5 Ltd (the 'company') for the period ended 31 March 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 company's affairs as at 31 March 2025 and of its profit for the period 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 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.

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

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Q5 LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF Q5 LTD (CONTINUED)
- 8 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of 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 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 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.

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 process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006 and IR35 legislation.

- We considered the incentives and opportunities that exist in the company, including the extent of management bias. This presents a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to recoverability of debtor balances.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulation s.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Obtaining third-party confirmation of material bank balances.

- Documenting and verifying all significant related party balances and transactions.

- Reviewing documentation such as the company board minutes for discussions of irregularities including fraud.

Q5 LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF Q5 LTD (CONTINUED)
- 9 -

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility of the prevention and detection of irregularities and fraud rests with management.

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

Simon Mott-Cowan (Senior Statutory Auditor)
For and on behalf of HW Fisher Audit, Statutory Auditor
Chartered Accountants
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
3 September 2025
Q5 LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2025
- 10 -
Period
ended
31 March
2025
Notes
£
Turnover
3
42,583,057
Cost of sales
(22,870,551)
Gross profit
19,712,506
Administrative expenses
(12,227,597)
Operating profit
4
7,484,909
Interest receivable and similar income
8
157,712
Interest payable and similar expenses
9
(35,000)
Profit before taxation
7,607,621
Tax on profit
10
(2,037,206)
Profit for the financial period
5,570,415

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Q5 LTD
BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 11 -
2025
Notes
£
£
Fixed assets
Tangible assets
11
276,699
Investments
12
189,782
466,481
Current assets
Debtors
14
13,061,428
Cash at bank and in hand
11,899,960
24,961,388
Creditors: amounts falling due within one year
15
(19,857,453)
Net current assets
5,103,935
Total assets less current liabilities
5,570,416
Capital and reserves
Called up share capital
17
1
Profit and loss reserves
5,570,415
Total equity
5,570,416

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 3 September 2025 and are signed on its behalf by:
Mr J H Okten
Director
Company registration number 15266902 (England and Wales)
Q5 LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2025
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 7 November 2023
-
0
-
0
-
Period ended 31 March 2025:
Profit and total comprehensive income
-
5,570,415
5,570,415
Issue of share capital
17
1
-
1
Balance at 31 March 2025
1
5,570,415
5,570,416
Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2025
- 13 -
1
Accounting policies
Company information

Q5 Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Thorney House, 34 Smith Square, London, England, SW1P 3HL.

1.1
Reporting period

The current period figures relate to the 17 month period from incorporation on 7 November 2023 to 31 March 2025.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Q5 Ltd is a wholly owned subsidiary of Q5 Holdings Ltd. and the results of Q5 Ltd are included in the consolidated financial statements of Q5 Holdings Ltd. which are available from the UK Registrar of Companies.

1.3
Going concern

Following the transfer of assets to the business on 1 April 2024, the company has performed very strongly during the period to March 2025 and continues to do so post year end. A true t the time of approving the financial statements, t he directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period, provided that the outcome can be reliably estimated.

Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 14 -
1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the life of the lease
Fixtures and fittings
25% straight line (except bikes which are 100% straight line)
Computers
20% to 33% straight line

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 credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries 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 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 fixed assets

At each reporting period end date, the company 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

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

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.9
Equity instruments

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

1.10
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 profit and loss account 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 company’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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

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

1.12
Retirement benefits

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

1.13
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

1.14
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.

Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 17 -
2
Judgements and key sources of estimation uncertainty

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Debtors impairment and provision

Debtors are initially held at the transaction price, provisions are made for any debts where recoverability is considered uncertain. Calculations of those provisions require judgements to be made, which include the likelihood of receiving the monies owed, the situation of the debtor and any other external factors which may affect the ability to pay. As at 31 March 2025, total provisions recognised against trade debtors were £52,000.

Recoverability of amounts due from group undertakings

As at 31 March 2025, Q5 Ltd was owed £766,943 (3,596,214 SAR) from Q Five Arabia. FY25 was the first year of trading for Q Five Arabia and therefore a loss for the year was reasonable. The directors believe that Q5 will grow in the ME market and post year end performance reflects this. However, there remains to be uncertainty regarding the recovery of this balance. Therefore, a provision has been recognised relating to this balance of £357,863.

As at 31 March 2025, Q5 Ltd was owed £693,753 ($901,826 USD) from Q5 Inc. FY25 was a poor year of trade for Q5 Inc due to the political and economic uncertainty in the US. Q5 Inc's performance has improved post year end. Therefore, the directors are of the opinion that the loan balance is recoverable.

3
Turnover and other revenue
2025
£
Turnover analysed by class of business
Rendering of services
42,566,610
Other revenue
16,447
42,583,057
Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
3
Turnover and other revenue
(Continued)
- 18 -
2025
£
Turnover analysed by geographical market
United Kingdom
29,494,161
Europe
7,201,297
Middle East
3,504,858
North Amercia
953,530
South America
43,243
Australasia
1,362,335
Africa
23,188
Asia
445
42,583,057
2025
£
Other revenue
Interest income
157,712
4
Operating profit
2025
Operating profit for the period is stated after charging:
£
Exchange losses
128,593
Fees payable to the company's auditor for the audit of the company's financial statements
26,500
Depreciation of owned tangible fixed assets
141,940
Operating lease charges
299,624

The depreciation of tangible assets is included within administration expenses.

5
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
26,500
Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 19 -
6
Employees

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

2025
Number
Consultants
150
Operations
30
Total
180

Their aggregate remuneration comprised:

2025
£
Wages and salaries
22,315,362
Social security costs
2,901,182
Pension costs
731,257
25,947,801
7
Directors' remuneration
2025
£
Remuneration for qualifying services
1,791,000
Company pension contributions to defined contribution schemes
5,417
1,796,417

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
601,259
8
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
157,712
Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 20 -
9
Interest payable and similar expenses
2025
£
Other interest
35,000
10
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
2,037,206

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2025
£
Profit before taxation
7,607,621
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
1,901,905
Tax effect of expenses that are not deductible in determining taxable profit
157,157
Permanent capital allowances in excess of depreciation
(21,856)
Taxation charge for the period
2,037,206
11
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 7 November 2023
-
0
-
0
-
0
-
0
Additions
86,461
25,580
118,020
230,061
Additions - Business combinations
191,218
28,464
215,770
435,452
At 31 March 2025
277,679
54,044
333,790
665,513
Depreciation and impairment
At 7 November 2023
-
0
-
0
-
0
-
0
Depreciation charged in the period
51,205
15,476
75,259
141,940
Accumulated depreciation - business combinations
117,610
20,250
109,014
246,874
At 31 March 2025
168,815
35,726
184,273
388,814
Carrying amount
At 31 March 2025
108,864
18,318
149,517
276,699
Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 21 -
12
Fixed asset investments
2025
Notes
£
Investments in subsidiaries
13
189,782
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 7 November 2023
-
Additions
189,782
At 31 March 2025
189,782
Carrying amount
At 31 March 2025
189,782
13
Subsidiaries

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

Name of undertaking
Address
Class of
% Held
shares held
Direct
Q5 Inc
USA
Ordinary
100.00
Q5 Australia Pty Ltd
Australia
Ordinary
100.00
Satsuma Resourcing Ltd
United Kingdom
Ordinary
100.00
Q Five Partners Management Consultancy LLC
Oman
Ordinary
65.00
Q Five Arabia
Saudi Arabia
Ordinary
100.00

Q5 Inc. keeps its registered office at 2711 Centerville Road, Suite 400, Wilmington, Delaware, United States of America.

Q5 Australia Pty Ltd keeps its registered office at at C/ William Buck, Level 29, 66 Goulburn Street, Sydney, NSW 2000, Australia.

Satsuma Resourcing Ltd keeps its registered office at Thorney House, 34 Smith Square, London, England, SW1P 3HL.

Q Five Partners Management Consultancy LLC keeps its registered office at Office 33. Focus Business Centre, Minaret Al Qurum Building, Building 21. Way 56, Muscat 137. Oman.

Q Five Arabia keeps its registered office at Office 3, 1st Floor, 6321 Olaya Street, Al Sahafah District, Riyadh, 13321, Kingdom of Saudi Arabia.

Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 22 -
14
Debtors
2025
Amounts falling due within one year:
£
Trade debtors
9,544,817
Amounts owed by group undertakings
2,594,837
Other debtors
220,301
Prepayments and accrued income
701,473
13,061,428
15
Creditors: amounts falling due within one year
2025
£
Trade creditors
684,151
Corporation tax
787,206
Other taxation and social security
2,037,005
Other creditors
5,140,662
Accruals and deferred income
11,208,429
19,857,453

There is a fixed and floating charge, held by the bank, over all present and future assets held by the company, including all present leasehold property.

16
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
731,257

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

17
Share capital
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary share of £1 each
1
1

On incorporation, the company issued 1 share with a nominal value of £1 at par.

The share in issue has full voting, dividend and capital distribution rights. They do not confer rights to redemption.

Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 23 -
18
Acquisitions

On 1 April 2024 the company acquired the business of Q5 Partners LLP as part of a wider reconstruction of the group of which it is part. The consideration paid was in line with the net asset position of the LLP, which was nil. As a transfer of assets between entities within a 100% group, the transfer has been accounted for at book value.

Book value
£
Tangible fixed assets
188,578
Investments
138,232
Trade and other receivables
9,401,851
Cash and cash equivalents
11,140,774
Trade and other payables
(20,869,435)
Total identifiable net assets
-
Goodwill
-
Total consideration
-
Contribution by the acquired business for the reporting period since acquisition:
£
Turnover
42,583,057
Profit after tax
5,570,415
19
Financial commitments, guarantees and contingent liabilities

During the period ended 31 March 2025, Q5 Ltd was party to a debenture agreement granting the bank fixed and floating charges over all current and future assets.

20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2025
£
Within one year
263,533
Between two and five years
375,000
638,533
21
Events after the reporting date

Following the year ended 31 March 2025, a loan due from group undertakings totalling 1,324,591 SAR (£300,000) owed by Q Five Arabia was capitalised in order to be recognised as ‘additional capital’, in line with local reporting requirements. This will be treated as fixed asset investment in the accounts of Q5 Ltd.

Q5 LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2025
- 24 -
22
Related party transactions

On 1 April 2024, the company assumed the obligations to settle amounts owed to the former corporate members of Q5 Partners LLP, as part of a transfer of trade and assets. The liability assumed totalled £13,104,831 and at 31 March 2025, the total amounts which remained outstanding was £5,104,830, owing to companies under common control of the directors and key management personnel.

During the period ended 31 March 2025, the company made purchases of £18,226 from a company controlled by a close family member of key management personnel. At the period end, total amounts of £nil remained outstanding.

23
Ultimate controlling party

The immediate parent company and ultimate controlling party is Q5 Holdings Ltd, a company registered in England and Wales.

The smallest and largest group into which this entity is consolidated is Q5 Holdings Ltd., with a registered office address of Thorney House, 34 Smith Square, London, England, SW1P 3HL. Copies of the group financial statements can be obtained from the UK Registrar of Companies.

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