The directors present the strategic report for the period ended 31 March 2025.
Q5 Holdings 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 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.
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.
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 and 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 |
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
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
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
No preference dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
On 23 July 2025, the company issued 500,000 Ordinary shares, with a nominal value of £0.01 per share, at par.
The group 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.
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 group and company, and of the profit or loss of the group 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Q5 Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
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' report 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.
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 and group 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 and group 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 and group. 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 and group, 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 and group, together with the discussions held with the company and group 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 accrued bonuses, recoverability of debtor balances and valuation of fixed asset investments and associated goodwill.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations.
Testing key revenue lines, in particular cut-off, for evidence of management bias.
Obtaining third-party confirmation of material balances outstanding at the end of the accounting period.
Documenting and verifying all significant related party balances and transactions.
Reviewing documentation such as the company and group board minutes for discussions of irregularities including fraud.
Testing all material consolidation adjustments.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £0.
Q5 Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Thorney House, 34 Smith Square, London, England, SW1P 3HL.
The group consists of Q5 Holdings Ltd and all of its subsidiaries.
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 amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The 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. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
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 consolidated group financial statements consist of the financial statements of the parent company Q5 Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Following the acquisition of the Q5 Partners LLP Group, the Group has performed very strongly during the period to March 2025 and continues to do so post year end. At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The current period figures relate to the 17 month period from incorporation on 3 November 2023 to 31 March 2025.
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.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments 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 group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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).
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.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, amounts due from fellow group companies and preference shares classified as debt 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 payments 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. Amounts 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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group 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 group.
The tax expense represents the sum of the tax currently payable and deferred 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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax 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 if, and only if, there is 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted based on third party valuations. It is the view of the members that the fair value of the shares granted are materially aligned with their par value.
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.
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.
On consolidation, the results of overseas subsidiaries are translated into sterling at an average rate for the year. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the net assets at the reporting date and the results of overseas operations at average rate are recognised in other comprehensive income.
In the application of the group’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.
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 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.
Investments are held at the transaction price less impairment or amortisation. The assessment of impairment requires judgements to be made, which include the assessment of the future performance of the investments outside of the control of the group and third party valuations carried out for management. As at 31 March 2025, no impairments had been recognised in the financial statements. Goodwill is amortised over a period of 10 years.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.
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:
As part of the group reorganisation in the period, the group acquired both investments and investment properties which were subsequently disposed of. The value of the assets at both the acquisition and disposal were identical. The investments acquired relate to the following:
Current asset investments with a fair value of £6,428,808.
Fixed asset investments with a fair value of £22,474.
Investment property with a fair value of £1,947,775.
This has been discussed in more detail at Note 21 and 22.
On 28 March 2024, the company acquired 100% of the shareholding of the Q5 Partners LLP group and its former corporate members.
The consideration paid for the Q5 Partners LLP group totalled £67,700,005, giving rise to goodwill of £66,844,431.
The consideration paid for the former corporate members totalled £49,190,800, giving rise to negative goodwill of £3,123,727.
Further details of the acquisitions made in the year are discussed in Note 21.
The additions and disposals made in the year are discussed further in Note 21 and 22.
Details of the company's subsidiaries at 31 March 2025 are as follows:
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.
There is a fixed and floating charge, held by the bank, over all present and future assets held by the Q5 Ltd, including all present leasehold property.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
On incorporation, the company issued 1 Ordinary shares with a nominal value of £0.01 at par.
On 28 March 2024, the company issued 11,689,080,499 Ordinary shares with a nominal value of £0.01 at par as part of a share for share exchange in consideration for the acquisition of eight companies, known as the Q5 Partners LLP former corporate members. For further detail on this transaction, please refer to Note 21. Following the transaction, there were a total of 11,689,080,500 shares in issue.
Following the share for share exchange, all Ordinary shares in issue were redesignated as follows:
Ordinary A1 shares - 330,455,400 shares with a par value of £0.01
Ordinary A2 shares - 243,384,800 shares with a par value of £0.01
Ordinary A3 shares - 939,603,000 shares with a par value of £0.01
Ordinary A4 shares - 498,787,500 shares with a par value of £0.01
Ordinary A5 shares - 399,368,400 shares with a par value of £0.01
Ordinary A6 shares - 818,215,800 shares with a par value of £0.01
Ordinary A7 shares - 1,312,213,500 shares with a par value of £0.01
Ordinary A8 shares - 377,051,600 shares with a par value of £0.01
Ordinary B shares - 6,770,000,500 shares with a par value of £0.01
On 4 April 2024, as part of a capital reduction demerger all former Q5 Partners LLP former corporate members were disposed of. As part of this transaction, the following shares, with a total nominal value of £49,190,800 were cancelled and extinguished:
Ordinary A1 shares - 330,455,400 shares with a par value of £0.01
Ordinary A2 shares - 243,384,800 shares with a par value of £0.01
Ordinary A3 shares - 939,603,000 shares with a par value of £0.01
Ordinary A4 shares - 498,787,500 shares with a par value of £0.01
Ordinary A5 shares - 399,368,400 shares with a par value of £0.01
Ordinary A6 shares - 818,215,800 shares with a par value of £0.01
Ordinary A7 shares - 1,312,213,500 shares with a par value of £0.01
Ordinary A8 shares - 377,051,600 shares with a par value of £0.01
On 9 April 2024, all 6,770,000,500 Ordinary B shares were cancelled and redesignated to Ordinary shares and Preference shares. Following the transaction, there were a total of 78,000,000 Ordinary shares with a par value of £0.01 in issue and 6,692,000,500 Preference shares in issue with a par value of £0.01.
Subsequent to this, a total of 171,150,000 Ordinary shares with a nominal value of £0.01 each were issued at par to certain employees as part of a share based payment transaction.
Ordinary shares at year end carry full voting and dividend rights, and rank behind preference shares on a capital distribution. Shares do not confer rights to redemption.
Preference shares at year end carry rights to attend general meetings, but no voting rights. Preference shares rank ahead of ordinary shares on a capital distribution. Preference shares carry no rights to redemption or dividends.
During the period ended 31 March 2025, the group entered into an agreement with certain employees. These are treated as equity settled share based payments.
The agreement provides that the group would issue cash to certain employees, which would be used to purchase shares in the company.
It is the view of the directors that the fair value of the shares granted are materially aligned with their par value.
On 28 March 2024 the group acquired a 100% interest in Q5 Partners LLP Group. The acquisition was completed as part of a wider group restructure, with all former corporate members being acquired by Q5 Holdings Ltd by way of a share for share exchange.
On 28 March 2024 the group acquired 100% of the issued capital of eight companies known as the Q5 Partners Group former corporate members. The acquisition was completed as part of a wider group restructure, with all former corporate members being acquired by Q5 Holdings Ltd by way of a share for share exchange. The corporate members were subsequently disposed of by way of a capital reduction demerger.
The former corporate members include
60TLI Consulting Limited
Len Rupo Limited
Little Kimble Consulting Limited
Minorca Limited
OK10 Consulting Limited
Quade Limited
SC-GC Limited
Sharon Rice-Oxley Limited
On 4 April 2024 the group disposed of its 100% holding in Q5 Partners LLP former corporate members. Included in these financial statements are profits of £nil arising from the company's interests in Q5 Partners LLP former corporate members up to the date of its disposal.
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.
Q5 Australia Pty Ltd. is party to a bank guarantee of £43,235 ($89,540 AUD) on a lease for an office space. This is guaranteed by the Commonwealth bank of Australia.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 23 July 2025, the company issued 500,000 Ordinary shares, with a nominal value of £0.01 per share, at par.
The remuneration of key management personnel is as follows.
On 28 March 2024, the Group assumed the obligations to settle amounts owed to the former corporate members of Q5 Partners LLP as part of the acquisition. 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, Q5 Ltd entered into transactions with a company with a director that is a close family member of a member of Q5 Ltd key management personnel. Total payments made during the year totalled £18,226. No amounts were outstanding at period end.
For the financial year ended 31 March 2025, Satsuma Resourcing Limited (Company Number 10163668) is exempt from the requirements stipulating that they be audited since they fulfil all the conditions for exemption under section 479A of the Companies Act 2006. The outstanding liabilities at the balance sheet date of the above subsidiary undertakings have been guaranteed by Q5 Holdings Limited pursuant to s479A to s479C of the Companies Act 2006.