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Registered number: 03879072














QUINTESSENTIALLY (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

 
QUINTESSENTIALLY (UK) LIMITED
 

CONTENTS



Page
Company Information
1
Founders' Statement
2
Group Strategic Report
3 - 6
Directors' Report
7 - 9
Independent Auditors' Report
10 - 13
Consolidated Statement of Comprehensive Income
14
Consolidated Statement of Financial Position
15
Company Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17
Company Statement of Changes in Equity
18
Consolidated Statement of Cash Flows
19
Consolidated Analysis of Net Debt
20
Notes to the Financial Statements
21 - 42


 
QUINTESSENTIALLY (UK) LIMITED
 
 
COMPANY INFORMATION


Directors
B W Elliot 
A T Simpson 
S S Pillai 




Registered number
03879072



Registered office
29 Portland Place
London

W1B 1QB




Independent auditors
Sopher + Co LLP
Chartered Accountants & Statutory Auditors

5 Elstree Gate

Elstree Way

Borehamwood

Hertfordshire

WD6 1JD




Bankers
Revolut Bank
7 West Ferry Circus

London

E14 5HD




Page 1

 
QUINTESSENTIALLY (UK) LIMITED
 
 
FOUNDERS' STATEMENT
FOR THE YEAR ENDED 30 APRIL 2025

The chairman presents his statement for the period.

Highlights

Quintessentially (UK) Limited is the main holding company for its Hubs and Partner offices in the UK, Europe, the United States, South America, the Middle East and Asia.  

The main areas of the business are as follows:

• The lifestyle group, serving high net worth individuals both directly and through  corporate partnerships
• The Quintessentially Agency business (“Q Experiences”), working with a variety of brands and corporates on guest management, insight and promotional events.  
• Quintessentially Education, and
• The Franchise Network

Quintessentially (UK) is part of a connected group of companies, including Quintessentially Travel Limited, which operates separately as a bespoke travel agency and luxury tour operator within the ultra-high net worth sector, but which generates most of its revenue from the Quintessentially Group. 

The combined results for the Quintessentially Group for the year ended 30th April 2025 shows turnover of £43.0m, gross profit of £24.8m and an EBITDA of £0.4m. These results not only represent a further 11% increase in revenues of £4.2m from prior year but also an increase in EBITDA to £0.2m. 

Whilst these results highlight continued progression to EBITDA profitability, the Group has also focused on an exercise to improve its margins, which incorporated a cost cutting exercise focusing on central costs in particular, and a review and renegotiation of operational contracts. The Group is also working with partners to implement AI solutions to improve efficiency, and respond to both our corporate and private member base more precisely whilst maintaining our exclusive personal service. 

In the meantime, the Group continues to grow both its private and corporate member base across its Hubs and Partner offices, and has won some significant new corporate contracts in particular, whilst its private member renewal rates are at an encouraging 80% in the current year. 

This member base underpins the spend across both our branded services such as Quintessentially Travel as well as our commissionable non branded partners, In London, our lifestyle businesses posted results ahead of targets and across our Hubs, our US office had an excellent year supported by a significant contribution from our Events business, whilst the Middle East continues to progress, both in Saudi Arabia with the success of the SPL concierge contract, and a number of high profile events like the Red Sea Film Festival. Dubai continues to renew and win corporate contracts supported by its growing private member base and events business. Our APAC business did not make its budget but a restructure and refocus has yielded more positive results in the current year. 

It is also important to recognise the performance of our 35 Partner Offices who continue to support our members across the globe and contribute to the Group's success. 

Recent Trading and Outlook

The Group has traded well in the period since 30 April 2025 with revenues significantly ahead of 2024 - 25.


B W Elliot
Director & Founder


Date20 April 2026

Page 2

 
QUINTESSENTIALLY (UK) LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2025

Introduction
 
The directors present their Strategic Report for the year ended 30 April 2025.

Business review
 
The principal activities of the Group are the provision of lifestyle management, concierge and events planning and coordination for both individuals and corporates through a network of "hub" subsidiary offices and franchise partner offices in over 40 cities across the world. Our target customers are High Net Worth individuals "HNWIs" via our Private membership range of products and blue chip corporate customers via our corporate membership packages.

Financial review

The Company is part of a connected group of companies, Quintessentially Travel Limited, which operates as a bespoke travel agency and luxury tour operator to the Quintessentially (UK) Limited member base. The combined results are as follows:  

 
 Q (UK) Limited  Q Travel Limited  Total
                     £k                             £k                           £k
Turnover
      
2025                 33,845                              9,339                       43,184
2024                 29,558                             9,219                  38,777
      
Gross Profit     
2025         20,222                       4,777                        24,999
2024           21,195                          3,829               25,024
      
EBITDA      
2025            (525)                                  945                          420
2024            (926)                               1,073                          147
      
Group turnover increased in the year from £38.8m to £43.2m. The gross profit remained broadly flat but the gross margin decreased from 65% to 58% reflecting the greatly changed mix of revenues. In the year EBITDA has increased by £0.3m to £0.4m. 

The Group is encouraged by the significant Corporate Contracts won and growth in underlying members which is driving increased business activity across its travel and educational businesses in particular, supported by an expanding Q Experiences business and franchise network.

The Group also continues to receive operational and financial support from its shareholders, which is reflected in the loan facilities recorded in the balance sheet, as well as disclosed as subsequent events in these financial statements. 

The Group continues to monitor developments in the Middle East, including ongoing geopolitical tensions in the region. Given the Group’s operational presence in the UAE, management has performed scenario analysis to assess the potential impact of a range of downside cases on the Group’s operations and financial performance. These scenarios include consideration of possible disruption to regional operations, changes in customer demand and potential supply chain constraints.

Based on the analysis performed, the Directors have not identified any material impact on the Group’s trading performance or financial position for the period under review. However, the situation remains inherently uncertain and may evolve rapidly. The Group will continue to monitor developments closely and will take mitigating actions, as appropriate, to manage any potential adverse effects. 


Page 3

 
QUINTESSENTIALLY (UK) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025

Directors' section 172(1) statement
 
The Directors consider both individually and together that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of the members as a whole, and in doing so have regard to: 

• the likely consequences of any decision in the long term
• the interest of the Company’s employees
• the need to foster the Company’s business relationships with suppliers, customers and others
• the impact of the Company’s operations on the community and the environment
• the desirability of the Company maintaining a reputation for high standards of business conduct
• the need to act fairly as between members of the Company

The board of directors of the Company (the “Board”) confirms that it has acted to promote the long-term success of the Company for the benefit of its members as a whole whilst having due regard to the matters set out in section 172(1) of the Company Act 2006 (“s172”).

Engagement with stakeholders
 
Key stakeholder groups whose interests and needs the Board must regularly consider when making decisions, include our members, clients, employees, and shareholders and regulators.  Key decisions and matters that are of strategic importance to the Company are appropriately informed by s172 factors.  The examples provided below show how the Board considered the matters set out in s172 in respect of some of the key decisions made in the financial year: 

There was no change in the composition of the Board in the year.

The major focus of the Board and the Executive Management Team during the financial year was on the core business lines.

The Company is closely associated with a charitable foundation “Quintessentially Foundation” which has galvanized a network of donors, friends and partners since 2008 to help with a number of charities, with a focus on helping those in poverty and children particularly in and around London often via smaller charities.  The Company helps promote Quintessentially Foundation in various ways, including at certain events for the former’s private members, running fundraising activities, and it encourages its staff to provide voluntary work to the Foundation either within the Company’s paid time (up to 2 days per year) or in their own free time.  The Company considers this a vital contribution to the community in which it operates.

The company was unable to declare a dividend during the year due to accumulated losses. 

Page 4

 
QUINTESSENTIALLY (UK) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025

Principal risks and uncertainties
 
The key risks are described below. The risks are closely monitored and controlled as part of the Company’s risk management framework.

Strategic risk
The Board’s strategy is to improve all business areas for the long term success of the Company whilst ensuring safeguards are in place to achieve the best returns for shareholders.
The Executive Management Team represents all business areas and is aligned and incentivised to act in the best interests of the Company by having an understanding of risks that may affect the implementation strategy and reduce the prospects of its success. 

Financial Risk

1) Currency risk
The Company is exposed to foreign exchange rate risk. This risk is managed by ensuring that sufficient natural hedges are established between cost and revenue streams to minimise exposure to the Group.
The Group does not enter into formal financial hedging arrangements with any financial institutions.

2) Liquidity risk
The Company seeks to manage financial risk by ensuring that sufficient liquid assets are available for reasonably foreseeable needs requiring cash investment, so that such matters may be managed prudently and efficiently.

3) Key performance indicators
Given the nature of the business, the Company’s and Group directors are of the opinion that analysis using other KPIs is not necessary for an understanding of the development, performance or position of the Company and Group. Revenue and profitability are used to measure the performance of the Company and Group.. See financial review section above.

Operational risk
There is a risk that an incident which the Company and Group are involved in could cause damage to its infrastructure which could affect its reputation or create financial loss.

Cyber risk
With the ever-increasing threat of cyber-crime to both businesses and persons, considerable attention is given to this risk throughout the Company and Group. This includes updating the risk assessment, the monitoring of threats and protecting against such risks, ensuring appropriate business continuity plans are in place, as well as continually training and educating our staff as to the risks and their role in protecting the Company and Group.

People risk
The retention of highly skilled staff, as well as the ability to attract new staff with the appropriate skills and experience, is central to the efficiency and sustainability of the Group’s operations.

Legal and regulatory risk
The Board continues to encourage all its staff to focus on the long-term interests of the business and treating clients fairly. A culture of legal and regulatory awareness is embedded within the Group by the in-house legal team to mitigate legal and regulatory risk.

Reputational risk
Reputational risk can arise from, inter alia, adverse operational events which could lead to adverse public opinion generating a detrimental effect on the Company’s ability to retain or generate business. There is a strong emphasis placed on the importance of ethical behaviour and the maintenance of high standards of professionalism.

Page 5

 
QUINTESSENTIALLY (UK) LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025

Corporate governance
 
The Board is collectively responsible for the long-term success of the Company and Group. The Board sets the Group's strategic aims, within a framework of risk management and internal controls, ensuring that the necessary financial and human resources are in place to enable the Company and Group to meet its objectives.

The Directors of the Company, who held office throughout the financial year, unless otherwise stated, were:

I M Birns
B W Elliot
A T Simpson

Committees of the Board

Remuneration Committee
The Remuneration Committee develops the Group's policy regarding the remuneration of the Executive Management Team and certain other senior staff.

Executive Management Team
The Executive Management Team consists of the Chief Executive Officer, the Chief Finance Officer and senior business members across the various business activities and across the countries out of which the Group operates.  It is responsible for the implementation of initiatives and strategy set by the Board and addressing any immediate business issues on a group wide basis.

Future developments

On the basis and given the continuing improvement in the pipeline of business and bookings the directors expect the Group's future performance to be strong.


This report was approved by the board on 27 April 2026 and signed on its behalf.



B W Elliot
Director

Page 6

 
QUINTESSENTIALLY (UK) LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2025

The directors present their report and the financial statements for the year ended 30 April 2025.

Directors

The directors who served during the year were:

I M Burns
B W Elliot
 
A T Simpson 

At a board meeting held on 21 January 2026 I M Burns resigned as a director and S S Pillai was appointed in his place. 

Dividends

The loss for the year, after taxation and minority interests, amounted to £3.1m (2024: £2.1m). 

The directors are unable to recommend the payment of a dividend (2024: £Nil).

Future developments

Future developments and financial risk management are disclosed in the Strategic Report as per Section 414C (11) of the Companies Act 2006.

Going concern
For the year ended 30 April 2025, the Group reported a loss after tax of £3.1m (2024: £2.1m), had net current liabilities of £35.3m (2024: £32.2m) and net liabilities of £35.6m (2024: £32.4m).

For the same period, the Company reported a profit after tax of £2.5m (2024: loss £0.6m), had net current liabilities of £31.0m (2024: £33.4m) and net liabilities of £21.1m (2024: £23.6m). 

The directors have assessed the impact on the current business, with particular reference to the letter of support received from one of the main shareholders and lenders. This formal letter indicates their confidence in the business, commitment to provide future financial backing and an extension on existing loan terms and facilities. In addition, the continued growth in revenues underpinned by new business wins and a recently implemented significant cost cutting programme is projected to return the group to profitability into 2026.

As a result, the directors have a reasonable expectation that the Group and Company has adequate resources to continue in operation for the next 12 months.

Engagement with employees

The employees of the Group are systematically provided with information on matters which concern them as employees.  Employees or their representation are regularly consulted when decisions are taken which are likely to affect their interests.  The  Directors continue to provide information to the employees in order to achieve employee awareness of financial and economic factors affecting the Group, this includes regular Town Hall meetings with the CEO.

Engagement with suppliers, customers and others

The Group engages with suppliers, customers and others in a number of ways, including regular communication with them and investing back into its communities through supporting charities and other initiatives.  In particular as described more fully in the Group Strategic Report the Company is closely associated with a charitable foundation “Quintessentially Foundation” and continually promotes and closely supports that organisation in a number of ways.

Page 7

 
QUINTESSENTIALLY (UK) LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025

Disabled employees

The Group maintains a policy of giving fair consideration to applications for employment made by disabled persons having regard to their particular abilities and aptitudes.  In the event of an employee becoming disabled, the Company uses its best endeavours to ensure continued employment.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 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 the Group 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 for the Group's financial statements and then apply them consistently;

make judgments 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 will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director 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.

Events after the financial year

Details of subsequent events, including the Group's monitoring of geopolitical developments in the Middle East, are set out in the Group Strategic Report.

Auditors

Under section 487(2) of the Companies Act 2006Sopher + Co LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Page 8

 
QUINTESSENTIALLY (UK) LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2025

This report was approved by the board on 27 April 2026 and signed on its behalf.
 





B W Elliot
Director

Page 9

 
QUINTESSENTIALLY (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUINTESSENTIALLY (UK) LIMITED
 

Opinion


We have audited the financial statements of Quintessentially (UK) Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 April 2025, which comprise the Group Statement of Comprehensive Income, the Group and Company Statements of Financial Position, the Group Statement of Cash Flows, the Group and Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 30 April 2025 and of the Group's loss 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.


Material uncertainty related to going concern


We draw attention to note 2.3 in the financial statements which references Group and Company losses after taxation for the current and preceding year and the net liability position of both the Group and the Company and the reliance of the Group on the continued provision of loan facilities from a principal shareholder. As stated in note 2.3, this situation indicates that a material uncertainty exists that may cast significant doubt on the Group or the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included a review of the projections and stress test scenarios prepared by the directors together with the ongoing provision of loan facilities which have been continued to be renewed and extended annually to date.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 10

 
QUINTESSENTIALLY (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUINTESSENTIALLY (UK) LIMITED (CONTINUED)

Other information


The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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.


In connection with our audit of the financial statementsour 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Directors' 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 Directors' 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 Directors' 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 directors' 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' Responsibilities Statement set out on page 8, 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 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 directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 11

 
QUINTESSENTIALLY (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUINTESSENTIALLY (UK) 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.


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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: 
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the Company and Group through discussions with
directors and other management, and from our commercial knowledge and experience of the events,
membership clubs, art consulting and property consulting sector; 
we focused on specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the Company and Group, including the Companies Act 2006,
taxation legislation and data protection, anti-bribery, employment, environmental and health and safety
legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and 
understanding the design of the Company’s remuneration policies. 

To address the risk of fraud through management bias and override of controls, we: 
 
performed analytical procedures to identify any unusual or unexpected relationships
tested journal entries to identify unusual transactions; 
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions. 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 
 
agreeing financial statement disclosures to underlying supporting documentation; 
reading the minutes of meetings of those charged with governance
Page 12

 
QUINTESSENTIALLY (UK) LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUINTESSENTIALLY (UK) LIMITED (CONTINUED)

enquiring of management as to actual and potential litigation and claims; and 
reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors. 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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.


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 2006Our 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.





Stephen Iseman FCA (Senior Statutory Auditor)
  
for and on behalf of
Sopher + Co LLP
 
Chartered Accountants & Statutory Auditors
  
5 Elstree Gate
Elstree Way
Borehamwood
Hertfordshire
WD6 1JD

27 April 2026
Page 13

 
QUINTESSENTIALLY (UK) LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2025

2025
2024
Note
£000
£000

Turnover
 4 
33,845
29,332

Cost of sales
  
(13,623)
(8,363)

Gross profit
  
20,222
20,969

Administrative expenses
  
(21,428)
(22,129)

Other operating income
 6 
681
235

Earnings Before Interest, Taxation, Depreciation and Amortisation (EBITDA)
 7 
(525)
(925)

Depreciation and amortisation
  
(104)
(94)

Exceptional items
 5 
(779)
-

Earning Before Interest and Taxation
  
(1,408)
(1,019)

Interest receivable and similar income
  
1
1

Interest payable and similar expenses
 10 
(1,576)
(1,117)

Loss before taxation
  
(2,983)
(2,135)

Tax on loss
 11 
(133)
(11)

Loss for the financial year
  
(3,116)
(2,146)

Currency translation differences
  
(59)
384

Total comprehensive income for the year
  
(3,175)
(1,762)

Loss for the year attributable to:
  

Non-controlling interests
  
(130)
(124)

Owners of the parent Company
  
(2,986)
(2,022)

  
(3,116)
(2,146)

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(130)
(124)

Owners of the parent Company
  
(3,045)
(1,638)

  
(3,175)
(1,762)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 21 to 42 form part of these financial statements.

Page 14

 
QUINTESSENTIALLY (UK) LIMITED
REGISTERED NUMBER:03879072

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025

2025
2024
As restated
Note
£000
£000

Fixed assets
  

Intangible assets
 13 
-
-

Tangible assets
 14 
149
223

  
149
223

Current assets
  

Debtors: amounts falling due within one year
 16 
4,856
6,844

Cash at bank and in hand
 17 
2,719
992

  
7,575
7,836

Current liabilities
  

Creditors: amounts falling due within one year
 18 
(42,885)
(40,045)

Net current liabilities
  
 
 
(35,310)
 
 
(32,209)

Total assets less current liabilities
  
(35,161)
(31,986)

Other provisions
  
(391)
(391)

Net liabilities
  
(35,552)
(32,377)


Capital and reserves
  

Called up share capital 
 20 
19
19

Capital redemption reserve
 21 
1,356
1,356

Foreign exchange reserve
 21 
(399)
(340)

Merger reserve
 21 
(5,514)
(5,514)

Profit and loss account
 21 
(30,304)
(27,318)

Equity attributable to owners of the parent Company
  
(34,842)
(31,797)

Non-controlling interests
  
(710)
(580)

  
(35,552)
(32,377)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 April 2026.




B W Elliot
Director

The notes on pages 21 to 42 form part of these financial statements.

Page 15

 
QUINTESSENTIALLY (UK) LIMITED
REGISTERED NUMBER:03879072

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025

2025
2024
Note
£000
£000

Fixed assets
  

Tangible assets
 14 
91
137

Investments
 15 
10,072
10,072

  
10,163
10,209

Current assets
  

Debtors: amounts falling due within one year
 16 
8,984
4,160

Cash at bank and in hand
 17 
397
164

  
9,381
4,324

Current liabilities
  

Creditors: amounts falling due within one year
 18 
(40,209)
(37,691)

Net current liabilities
  
 
 
(30,828)
 
 
(33,367)

Total assets less current liabilities
  
(20,665)
(23,158)

Other provisions
  
(391)
(391)

Net liabilities
  
(21,056)
(23,549)


Capital and reserves
  

Called up share capital 
 20 
19
19

Capital redemption reserve
 21 
589
589

Merger reserve
 21 
6,429
6,429

Profit and loss account carried forward
  
(28,093)
(30,586)

  
(21,056)
(23,549)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 April 2026.


B W Elliot
Director

The notes on pages 21 to 42 form part of these financial statements.

Page 16
 

QUINTESSENTIALLY (UK) LIMITED
 
 
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025



Called up share capital
Capital redemption reserve
Foreign exchange reserve
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£000
£000
£000
£000
£000
£000
£000
£000



At 1 May 2023 (as previously stated)
19
1,356
(724)
(5,514)
(21,981)
(26,844)
(456)
(27,300)


Prior year adjustment - restatement
-
-
-
-
(3,315)
(3,315)
-
(3,315)



At 1 May 2023 (as restated)
19
1,356
(724)
(5,514)
(25,296)
(30,159)
(456)
(30,615)





Loss for the year
-
-
-
-
(2,022)
(2,022)
(124)
(2,146)


Currency translation difference
-
-
384
-
-
384
-
384





At 1 May 2024
19
1,356
(340)
(5,514)
(27,318)
(31,797)
(580)
(32,377)





Loss for the year
-
-
-
-
(2,986)
(2,986)
(130)
(3,116)


Currency translation difference
-
-
(59)
-
-
(59)
-
(59)



At 30 April 2025
19
1,356
(399)
(5,514)
(30,304)
(34,842)
(710)
(35,552)



The notes on pages 21 to 42 form part of these financial statements.

Page 17
 
QUINTESSENTIALLY (UK) LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025


Called up share capital
Capital redemption reserve
Merger reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 1 May 2023
19
589
6,429
(29,938)
(22,901)



Loss for the year
-
-
-
(648)
(648)



At 1 May 2024
19
589
6,429
(30,586)
(23,549)



Profit for the year
-
-
-
2,493
2,493


At 30 April 2025
19
589
6,429
(28,093)
(21,056)


The notes on pages 21 to 42 form part of these financial statements.

Page 18

 
QUINTESSENTIALLY (UK) LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2025

2025
2024
As restated
£000
£000

Cash flows from operating activities

Loss for the financial year
(3,115)
(2,146)

Adjustments for:

Amortisation of intangible assets
-
1

Depreciation of tangible assets
105
94

Interest receivable
(1)
(1)

Taxation charge
133
11

Decrease/(increase) in debtors
1,550
(3,357)

Decrease in amounts owed by associates
493
162

(Decrease)/increase in creditors
(1,317)
613

Increase in amounts owed to associates
176
2,058

Increase in provisions
-
391

Corporation tax paid
(266)
(203)

Interest payable
1,576
1,117

Net cash generated used in operating activities

(666)
(1,260)

Cash flows from/(used in) investing activities

Purchase of tangible fixed assets
(33)
(100)

Government grants received
1
-

Interest received
1
1

Net cash used in investing activities

(31)
(99)

Cash flows (used in)/from financing activities

Interest paid
(17)
(7)

Loan proceeds from related party
2,500
-

Net effect of foreign exchange
(59)
384

Net cash from financing activities
2,424
377

Net increase/(decrease) in cash and cash equivalents
1,727
(982)

Cash and cash equivalents at beginning of year
992
1,974

Cash and cash equivalents at the end of year
2,719
992


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,719
992


The notes on pages 21 to 42 form part of these financial statements.

Page 19

 
QUINTESSENTIALLY (UK) LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 APRIL 2025




At 1 May 2024
Cash flows
At 30 April 2025
£000

£000

£000

Cash at bank and in hand

992

1,727

2,719

Debt due within 1 year

(12,720)

(3,045)

(15,765)


(11,728)
(1,318)
(13,046)

The notes on pages 21 to 42 form part of these financial statements.

Page 20

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

1.


General information

Quintessentially (UK) Limited ("the Company") is a private limited liability company, domiciled and incorporated in England and Wales. The business and registered office address is 29 Portland Place, London W1B 1QB. The nature of the Company’s operations and its principal activities are set out in the Strategic Report.

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 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 Statement of Financial Position, 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.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 31 October 2018.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

 
2.3

Going concern

For the year ended 30 April 2025, the Group reported a loss after tax of £3.1m (2024: £2.1m), had net current liabilities of £35.3m (2024: £32.2m) and net liabilities of £35.6m (2024: £32.4m).

For the same period, the Company reported a profit before tax of £2.5m (2024: loss £0.6m), had net current liabilities of £31.0m (2024: £33.4m) and net liabilities of £21.1m (2024: £23.6m).

The directors have assessed the going concern position of the Group and Company with particular reference to a letter of support from World Fuel Services Europe Ltd, one of the principal shareholders and lenders. That letter states a current intention to provide financial support and to forbear from demanding repayment of existing loans for at least twelve months from the date of approval of these financial statements, subject to certain conditions which the directors believe will continue to be satisfied throughout the period under review.

 
Page 21

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)


2.3
Going concern (continued)

The directors have also considered the post year end loan of £2.6m from World Fuel Services Europe Ltd, as detailed in notes 17 and 22. Together with the letter of support, this demonstrates the continued willingness of the principal shareholder to provide financial backing to the Group.

In addition, the directors have prepared detailed cash flow projections and stress test scenarios covering a period of at least twelve months from the date of approval of these financial statements. Those projections take into account revenue growth supported by new business wins and a cost reduction programme implemented during the year, which the directors expect to return the Group to profitability in 2026/27. As a result, the directors have a reasonable expectation that the Group and Company has adequate resources to continue in operation for the next 12 months.

Given the level of uncertainty which still exists there is a risk that the pace and level at which business returns could be materially less than forecast, requiring the Group and Company to obtain external funding which may not be forthcoming and therefore this creates material uncertainty that may ultimately cast doubt about the Group and Company's ability to continue as a going concern.

 
2.4

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is £ Sterling.

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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

 
2.5

Revenue

Turnover represents amounts receivable for the Company's services. These include membership subscriptions (including both private and corporate streams); commissions; franchise fees (split between license fees and minimum guarantees); corporate consulting fees; events consulting (both private and corporate); property listing fees; villa rental sales; property consultancy fees; education consultancy services; and fine art advisory services. 
 
Page 22

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)


2.5
Revenue (continued)

Further, the Company undertakes the provision of goods and services to members, including services such as private chauffeur/hire of vehicles; high end shopping experiences; event organization; and private jet chartering and sales.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Membership income, both corporate and private, is spread over the subscription period after accounting for initial costs, with the subscription period being defined as the term over which services are provided to the customer.

Commissions are recognised in line with the delivery of the services from which they derive, which is predominantly hotel bookings. As such, for the example of a hotel booking, turnover is recognised over the course of the customer stay. The Company engages with its franchise offices around the world to deliver services to its clients and members.

License fees granted to franchise offices are recognised over the term for which the franchise agreement is granted. Minimum guarantees are recognised over the period to which they relate on a pro rata basis. Where minimum guarantees are exceeded on a contract period these are recognised as earned. Turnover from international contracts where service delivery is provided partially from our franchise partner offices is recognised in its entirety, together with the associated turnover share applicable to the Company with the proportion of sales payable to the franchise partner is included in cost of sales, as per the underlying contract.

Corporate fees are spread over the period during which the related costs are incurred. This same policy also applies to the education consultancy services, and high-end shopping turnover streams.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 23

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

 
2.9

Pensions

The Group contributes to defined contribution plans 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Taxation

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 reporting date in the countries where the Company and the Group operate and generate income.


 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Intangible assets

Trademarks are measured at cost less accumulated amortisation and any accumulated impairment losses. Amortisation is calculated to write off the cost in equal annual instalments over its estimated useful life of 10 years.
Computer software is measured at cost less amortisation and any accumulated impairment losses. Amortisation is calculated to write off the cost in equal monthly instalments over the useful economic life.
Amortisation is charged to administrative expenses in the period to which relates. Amortisation periods are representative of management’s best estimation of the useful life of the underlying asset. Their estimation is based on a variety of factors, including but not limited to legal, contractual or regulatory provisions which may limit the useful life of an asset or cash generating unit, and assumptions from market participants.

 
2.13

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.

Page 24

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Leasehold properties
-
Over the term of lease
Fixtures and fittings
-
16-33% straight line
Computer equipment
-
33% straight line

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.

 
2.14

Valuation of investments

In the Company's individual accounts, investments in subsidiaries are measured at cost less accumulated impairment. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Impairment of Investments 
For investments, an impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units). Prior impairments of investments are reviewed for possible reversal at each reporting date.

 
2.15

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.

 
2.16

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 25

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

2.Accounting policies (continued)

 
2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
2.19

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.

 
2.20

Financial instruments

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade debtors, other debtors, creditors and, loans from related parties and investments in ordinary shares. 

Financial assets that are measured at cost and amortized at cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. 


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Company management to exercise judgment in applying the Company’s accounting policies. Details of the significant judgments and estimates are provided below:


Critical accounting judgments and estimation uncertainty
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

(i) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets, and amortisation of intangible assets, is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.



 
Page 26

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

3.Judgments in applying accounting policies (continued)

(ii) Impairment of debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

(iii) Impairment of tangible and intangible assets
Tangible fixed assets and intangible assets are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s (or CGU’s) fair value less costs to sell and value in use. 

For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Fixed assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased, except for goodwill where impairment losses previously recognised are not reversed.

(iv) Impairment of investment in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in subsidiaries are reviewed for impairment at each reporting date. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the subsidiary and where it is component of a larger cash- generating unit, the viability and expected future performance of that unit.


4.


Turnover

The whole of the turnover is attributable to the principal activities of the Group. 

Analysis of turnover by country of destination:

2025
2024
£000
£000

United Kingdom
12,656
16,014

Asia Pacific, Europe and Middle East
9,127
8,284

United States of America
12,062
5,034

33,845
29,332


Page 27

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

5.


Exceptional items

2025
2024
£000
£000


Staff restructuring costs
405
-

Advisory and loan arrangement fees
612
-

Release of surplus provisions relating to prior year
(238)
-

779
-


6.


Other operating income

2025
2024
£000
£000

Cost recharges to associates and franchises
680
227

Government employment support scheme
1
8

681
235



7.


Operating loss

The operating loss is stated after charging:

2025
2024
£000
£000

Exchange differences
(268)
66

Other operating lease rentals
666
346

Depreciation of tangible fixed assets
105
94

Amortisation of intangible assets
-
1

Fees payable to the Group's auditors - 
for statutory audit of these financial statements including subsidiary 
undertakings
72
131

- for assistance with financial statement preparation and tax compliance
30
70

Page 28

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Wages and salaries
14,546
13,496
6,661
5,953

Social security costs
1,031
1,156
697
730

Cost of defined contribution scheme
256
288
184
203

15,833
14,940
7,542
6,886


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


        2025
        2024
            No.
            No.







United Kingdom and Europe
149
152



Asia Pacific and Middle East
84
22



United States of America
42
44

275
218

:








9.


Directors' remuneration

2025
2024
£000
£000

Directors' remuneration
187
185



10.


Interest payable and similar expenses

2025
2024
£000
£000


Interest on shareholder loans
1,576
1,117

Page 29

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

11.


Taxation


2025
2024
£000
£000

Corporation tax


Current tax on profits for the year
(1)
-

Adjustments in respect of previous periods
(3)
-

(4)
-

Foreign tax


Foreign tax on income for the year
136
-

Foreign tax in respect of prior periods
1
11

Total current tax
133
11

Taxation
 
133
 
11

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the small profits rate of corporation tax in the UK of 19% (2024 - 19%). The differences are explained below:

2025
2024
£000
£000


Loss on ordinary activities before tax
(2,983)
(2,136)


Loss on ordinary activities multiplied by the small profits rate of corporation tax in the UK of 19% (2024 - 19%)
(567)
(406)

Effects of:


Expenses not deductible for tax purposes
(723)
40

Capital allowances for year less than depreciation and amortisation
5
2

Lower rate taxes on overseas earnings
71
-

Adjustments to tax charge in respect of prior periods
(7)
11

Short-term timing difference leading to a (decrease)/increase in taxation
(1)
4

Non trade loan relationships
299
182

Foreign tax
136
-

Utilisation of tax losses
(22)
-

Unrelieved foreign tax losses carried forward
18
234

Unrelieved UK tax losses carried forward
924
(56)

Total tax charge for the year
133
11

Page 30

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
 
11.Taxation (continued)


Factors that may affect future tax charges

The Company has unutilised losses amounting to £6.82m (2024: £8.77m) available to carry forward and utilise against future profits. No provision has been made for a deferred tax asset in respect of these losses in view of uncertainty as to when they may prove recoverable. 


12.


Parent company profit for the year

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 profit after tax of the parent Company for the year was £2.5m (2024: loss £0.6m). 


13.


Intangible assets

Group





Trademarks
Goodwill
Total

£000
£000
£000



Cost


At 1 May 2024
367
425
792


Disposals
(14)
-
(14)



At 30 April 2025

353
425
778



Amortisation


At 1 May 2024
367
425
792


On disposals
(14)
-
(14)



At 30 April 2025

353
425
778



Net book value



At 30 April 2025
-
-
-



At 30 April 2024
-
-
-



Page 31

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
 
           13.Intangible assets (continued)

Company




Trademarks

£000



Cost


At 1 May 2024
353



At 30 April 2025

353



Amortisation


At 1 May 2024
353



At 30 April 2025

353



Net book value



At 30 April 2025
-



At 30 April 2024
-

Page 32

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

14.


Tangible fixed assets

Group






Long-term leasehold property
Fixtures and fittings
Computer equipment
Total

£000
£000
£000
£000



Cost


At 1 May 2024
118
439
509
1,066


Additions
4
13
16
33


Disposals
-
-
(15)
(15)



At 30 April 2025

122
452
510
1,084



Depreciation


At 1 May 2024
112
285
446
843


Charge for the year on owned assets
7
75
23
105


Disposals
-
-
(14)
(14)



At 30 April 2025

119
360
455
934



Net book value



At 30 April 2025
3
92
55
150



At 30 April 2024
6
154
63
223

Page 33

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

           14.Tangible fixed assets (continued)


Company






Fixtures and fittings
Computer equipment
Total

£000
£000
£000

Cost


At 1 May 2024
361
2
363


Additions
11
13
24



At 30 April 2025

372
15
387



Depreciation


At 1 May 2024
224
2
226


Charge for the year on owned assets
70
-
70



At 30 April 2025

294
2
296



Net book value



At 30 April 2025
78
13
91



At 30 April 2024
137
-
137






Page 34

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

15.


Fixed asset investments

Company





Investments in subsidiary companies
Other fixed asset investments
Total

£000
£000
£000



Cost


At 1 May 2024
27,529
389
27,918



At 30 April 2025

27,529
389
27,918



Impairment


At 1 May 2024
17,457
389
17,846



At 30 April 2025

17,457
389
17,846



Net book value



At 30 April 2025
10,072
-
10,072



At 30 April 2024
10,072
-
10,072

Page 35

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

Subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Lifestyle Concierge Management Limited
England and Wales
Dormant
Ordinary
100%
Quintessentially Inc.
USA
Membership club
Ordinary
100%
Quintessentially (HK) Ltd
Hong Kong
Membership club
Ordinary
100%
Quintessentially DMCC
Dubai
Membership club
Ordinary
90%
Quintessentially Worldwide Limited
England and Wales
Dormant
Ordinary
100%
Quintessentially Charter USA Inc.
USA
Dormant
Ordinary
100%
Quintessentially Retail Limited
England and Wales
Dormant
Ordinary
78%
Quintessentially Communications
England and Wales
Dormant
Ordinary
78%
Quintessentially Covered Limited
England and Wales
Dormant
Ordinary
100%
Quintessentially Villas Limited
England and Wales
Dormant
Ordinary
63%
Quintessentially & Co Limited
England and Wales
Events
Ordinary
100%
Quintessentially Gifts Limited
England and Wales
Dormant
Ordinary
78%
Quintessentially Media Limited
England and Wales
Dormant
Ordinary
100%
Quintessentially & Co (APAC) Limited
Hong Kong
Events
Ordinary
100%
Quintessentially Lifestyle Singapore (PTE) Limited
Singapore
Membership club
Ordinary
100%
Quintessentially Germany GmbH
Germany
Membership club
Ordinary
100%


Associates and Investments


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Quintessentially Aviation Limited
England and Wales
Dormant
Ordinary
47%
Quintessentially Driven Limited
England and Wales
Dormant
Ordinary
28%
Quintessentially Aviation Handling Limited
Republic of Ireland
Dormant
Ordinary
47%
Quintessentially Driven (USA) Inc
USA
Dormant
Ordinary
28%
Quintessentially Driven HK Limited
Hong Kong
Dormant
Ordinary
28%
Q Neville McCarthy Limited
USA
Dormant
Ordinary
22%
Quintessentially Communications (USA) Inc.
USA
Dormant
Ordinary
27%
Page 36

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025
Associates and Investments (continued)


Name

Registered office

Principal activity

Class of shares

Holding

Quintessentially Wine APAC Limited
Hong Kong
Dormant
Ordinary
8%
Quintessentially Wine HK Limited
Hong Kong
Dormant
Ordinary
15%
PDQ Technologies Limited
England and Wales
Dormant
Ordinary
3%
GDPQ Limited
England and Wales
Dormant
Ordinary
3%


16.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Trade debtors
2,245
2,547
1,068
844

Amounts owed by group undertakings
-
-
7,178
2,715

Amount owed by other participating interests
393
836
-
-

Other debtors
168
748
5
39

Prepayments and accrued income
2,044
2,712
733
562

Tax recoverable
6
-
-
-

4,856
6,843
8,984
4,160


All amounts above are due within one year. Amounts owed by group undertakings are interest free and repayable upon demand.


17.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Cash at bank and in hand
2,719
992
397
164


Page 37

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£000
£000
£000
£000

Other loans
15,545
12,500
15,545
12,500

Trade creditors
2,303
3,002
1,624
1,939

Amounts owed to group undertakings
-
-
5,392
6,498

Amounts owed to other participating interests
5,612
5,436
5,388
5,265

Corporation tax
10
143
-
-

Other taxation and social security
973
985
921
1,031

Other creditors
725
1,339
694
1,086

Accruals and deferred income
17,717
16,640
10,645
9,372

42,885
40,045
40,209
37,691



18.


Creditors: Amounts falling due within one year (continued)

Amounts owed to group undertakings are unsecured, interest free and are payable on demand.

Related party loans, as set out below, are secured by fixed and floating charges over the assets of the Company.

(i) On 31 October 2024, the loan of £2.5m and the interest premium of £0.5m under the original loan agreement were capitalised into the £10.0m loan facility noted in (ii) below.

(ii) As at 30 April 2025, the Company had a loan agreement with a related company, World Fuel Services Europe, Ltd of £15.5m. The maximum available of £15.5m was outstanding at 30 April 2025 with an interest rate equal to the Bank of England's base rate lending +6% per annum. Interest premium accrued at that date amounted to £4.1m. After the year end, the Company drew down a further £2.6m under the facility. 

As of the date of signing these financial statements, there have been no situations or conditions, which constitute breaches of the covenants included in the loan and the extended loan, that have not otherwise been remedied by the Group or waived by the loan provider.

Page 38

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

19.


Provisions


Group and Company






Provision for dilapidation

£000





At 1 May 2024
391



At 30 April 2025
391


20.


Share capital

2025
2024
£000
£000
Allotted, called up and fully paid



1,414,511 (2024 - 1,414,511) A Ordinary shares of £0.01 each
14
14
522,477 (2024 - 522,477) B Ordinary shares of £0.01 each
5
5

19

19

The profits of the Company available for distribution and resolved to be distributed (other than in connection with winding up or dissolution of the Company or on an Asset Sale) shall, subject to the provisions of the Companies Act, be distributed by way of dividend amongst the holders of the share in the Company in the following proportions:

- The Investor Percentage of such profits to the investor as holder of the B Ordinary shares: and
- The remainder of such profits to the holders of the Ordinary Shares to be distributed amongst such holders pari passu in proportion to the numbers of such Ordinary Shares held by them respectively.

Both A and B Ordinary Shares offer the same voting rights: holders of Ordinary Shares are entitled to receive notice, attend and speak at and vote at general meetings of the Company.


21.


Reserves

Foreign exchange reserve

The foreign currency translation reserve represents the foreign exchange reserve held on consolidation of the group financial statements.

Merger Reserve

The merger reserve represents the fair value adjustment included as part of a Group reorganisation. A reorganisation took place during the financial year ended 30 April 2019 which resulted in the Company acquiring a number of related companies of the Group. This transaction was effective on 31 October 2018. These entities were under common control by virtue of the same directorships and shareholdings, and therefore this transaction resulted in all of these entities becoming subsidiaries of the Company. FRS 102 Section 19 includes guidance for accounting for reconstructions of this nature.
 
Page 39

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

21.Reserves (continued)


Having considered the requirements FRS 102, the transaction by which the Company acquired these  subsidiaries this been accounted for on a merger basis as if the entities had always been combined. 

The combination has been accounted for by using book values with no fair value adjustments made nor goodwill created. The investments recorded by the Company have been accounted for at fair value, hence the creation of a merger reserve.

In accounting for the October 2018 group reconstruction, the Company financial statements recorded an investment in the acquired subsidiaries at the fair value of those subsidiaries for £28,260k, creating a merger reserve of the same amount during the that financial year within equity. During the financial year ending 30 April 2025 the company re-valuated the position of the value in use of each of the investments brought together by the recognition of the merger reserve and there was no change. 



 
Profit and loss account

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.


22.


Prior year adjustment - restatement of opening reserves

During the year, the directors identified a difference in the application of revenue recognition policies between the Company and its US subsidiary relating to transactions arising in periods prior to the Company’s appointment of its current auditors. The difference was not identified at the time and relates to revenue that was recognised in a different accounting period between the parent company and the subsidiary.

The matter relates to accounting periods more than five years prior to the current year and has no impact on the loss for the current year or the comparative year presented in these financial statements.

In accordance with FRS 102 Section 10, the opening reserves at the beginning of the comparative period have been restated to correct this error. As a result, opening retained earnings were reduced by £3.3m.


23.


Commitments under operating leases

At 30 April 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
£000
£000

Not later than 1 year
733
689

Later than 1 year and not later than 5 years
408
964

1,141
1,653
Page 40

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

24.


Related party transactions

During the year, the Company entered into transactions on an arms length basis, in the ordinary course of the business, and had balances at the year end with the following parties


.



Sales
2025
Purchases
2025
Debtors / (Creditors) 2025
Sales
2024
Purchases
2024
Debtors / (Creditors) 2024
      £000
      £000
      £000
      £000
      £000
      £000
Group

Quintessentially Travel Limited

685

8,324

4,934
 
3,826
 
34

(4,590)

World Fuel Services Europe, Limited

-

1,570

(15,545)
 
-
 
1,117

(12,500)

Quintessentially DMCC

126

1,344

(4,635)
 
54
 
47

(6,017)


811

11,238

(15,246)
 
3,880
 
1,198

(23,107)




.



Sales
2025
Purchases
2025
Debtors / (Creditors) 2025
Sales
2024
Purchases
2024
Debtors / (Creditors) 2024
      £000
      £000
      £000
      £000
      £000
      £000
Company

Quintessentially Travel Limited

481

7,727

5,184
 
2,912
 
7

(5,252)

World Fuel Services Europe, Limited

-

1,570

(15,545)
 
-
 
1,117

(12,500)

Quintessentially DMCC

126

1,335

(4,635)
 
54
 
47

(6,139)


607

10,632

(14,996)
 
2,966
 
1,171

(23,891)


The Company has taken advantage of the exemption under FRS102 33.1A Related Party Disclosure not to disclose transaction entered into between two or more members of a group, provided that any subsidiary undertaking which is a party to the transaction is wholly owned by a member of that group.

Key management personnel
During the year, the Group paid remuneration totalling £426k (2024 - £530k) to its key management personnel.

Page 41

 
QUINTESSENTIALLY (UK) LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2025

25.


Events after the reporting date

Loan facilities

As at 30 April 2025, the Company had one loan agreement with a related company, World Fuel Services Europe, Ltd of £15.5m.  On 30 November 2025, the lender agreed to extend the £15.5m facility by a further £2.6m increasing the principal to £18.1m.

World Fuel Services Europe, Ltd is a group undertaking of WFS UK Holding Partnership LP, which holds a 26.72% interest in Quintessentially (UK) Limited. Further details regarding these loans are set out in note 18.


26.


Controlling party

In the opinion of the directors the group is controlled by Mr A T Simpson, Mr B W Elliot and WFS UK Holding Partnership LP. 

Page 42