|
Registered number: 16037461
QUILAM JV TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
QUILAM JV TOPCO LIMITED
COMPANY INFORMATION
|
|
M D Sefton (appointed 23 October 2024)
|
|
|
K J McSweeney (appointed 23 October 2024)
|
|
|
R Ouaich (appointed 23 October 2024)
|
|
|
I McKenzie (appointed 23 October 2024)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chartered Accountants & Statutory Auditor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUILAM JV TOPCO LIMITED
CONTENTS
|
|
|
|
|
|
|
|
|
Independent Auditors' Report
|
|
Consolidated Statement of Comprehensive Income
|
|
Consolidated Statement of Financial Position
|
|
Company Statement of Financial Position
|
|
Consolidated Statement of Changes in Equity
|
|
Company Statement of Changes in Equity
|
|
Consolidated Statement of Cash Flows
|
|
Consolidated Analysis of Net Debt
|
|
Notes to the Financial Statements
|
|
|
|
QUILAM JV TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the Group for the year ended 31 December 2025.
Quilam JV Topco Limited is a UK-based investment holding company. During the year the Group completed a group reorganisation, bringing its specialty credit subsidiaries under the Company, which now provides secured lending and credit facilities to a portfolio of borrowers. The Group generates income principally through interest, arrangement and monitoring fees, and continued to grow its loan portfolio during the year, supported by a combination of shareholder capital and third-party debt facilities.
Principal risks and uncertainties
|
Credit risk
The Group is exposed to the risk of default or impairment by borrowers within its lending portfolio. This is managed through the credit approval process, ongoing monitoring of borrower performance, and security taken over underlying assets as part of the funding arrangements.
Interest rate risk
The Group's borrowings, including facilities with JPMorgan Chase Bank and Heritage Trust Bank, bear interest by reference to the SONIA rate, exposing the Group to movements in that benchmark. The directors monitor the relationship between the interest earned on the loan portfolio and the cost of the Group's own borrowings.
Concentration risk
The Group is exposed to the risk of a disproportionate concentration of exposure to any single borrower, sector or facility. The directors monitor adherence to concentration limits as part of their ongoing portfolio oversight.
Liquidity risk
The Group must meet its obligations as they fall due, including debt service on its facilities with JPMorgan Chase Bank, Special GBP Funding Opportunities IV S.à r.l. and Hampshire Trust Bank. The directors regularly review cash flow forecasts and the maturity profile of the Group's borrowings to ensure adequate liquidity is maintained.
Financial key performance indicators
|
KPI 2025 2024
Turnover £37,559,571 £28,856,701
Gross profit £5,165,671 £2,586,069
Operating profit £4,116,547 £2,329,728
Profit for the year £3,087,696 £1,760,855
Net assets £3,085,722 £1,602,578
Other key performance indicators
|
The directors also monitor a range of non-financial KPIs, including portfolio performance, covenant compliance, adherence to concentration limits, and liquidity headroom.
|
|
QUILAM JV TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' statement of compliance with duty to promote the success of the Group
|
The Directors of the Group are aware of the requirement for them to act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole. In considering this duty the Directors consider the following stakeholders:
Shareholders
The Directors have regular contact with all the shareholders which ensures that the business strategy of the Firm is completely aligned with the strategic objectives of the shareholders.
Clients
During the year ending on December 31st, 2025, the Company has continued to provide financial solutions to clients in the specialist finance sector. The Company has always led with a client-first mentality, working alongside clients, helping them overcome challenges and accelerate their business performance. Client reviews are conducted regularly to ensure they are happy with the services provided.
Suppliers
The Supplier relationships formed work more as partnerships with the Group, which ensures stability and the smooth running of the business.
This report was approved by the board and signed on its behalf.
|
|
QUILAM JV TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
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 Company'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 2006. They 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.
The company was incorporated on 23 October 2024 and commenced trading on that date.
The principal activity of the Company is that of a holding company.
The profit for the year, after taxation, amounted to £3,087,696 (2024 - £1,760,855).
Dividends of £1,604,552 (2024 - £937,113) were declared in the year.
The directors who served during the year were:
M D Sefton (appointed 23 October 2024)
|
K J McSweeney (appointed 23 October 2024)
|
R Ouaich (appointed 23 October 2024)
|
I McKenzie (appointed 23 October 2024)
|
The Directors expect the Group to carry on business in a similar fashion in the future.
|
|
QUILAM JV TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
|
The Company has consumed 40,000 kWh or less of energy during this reporting period (including gas, electricity, and transport fuel). Therefore, the company qualifies as a low energy user under the Streamlined Energy and Carbon Reporting (SECR) regulations and is exempt from providing detailed energy and carbon information in the Directors' Report.
Matters covered in the Group Strategic Report
|
In accordance with s414C(11) of the Companies Act 2006, the directors have chosen to include information on principal risks and engagement with suppliers in the Strategic Report.
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.
Post balance sheet events
|
There have been no significant events affecting the Group since the year end.
BKL Audit LLP was appointed to fill a casual vacancy arising during the year. Under section 487(2) of the Companies Act 2006, BKL Audit 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.
This report was approved by the board and signed on its behalf.
|
|
QUILAM JV TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUILAM JV TOPCO LIMITED
We have audited the financial statements of Quilam JV Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
|
In auditing the financial statements, we have concluded that the 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 or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
|
|
QUILAM JV TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUILAM JV TOPCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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 3, 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.
|
|
QUILAM JV TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUILAM JV TOPCO 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:
∙Enquiring of management and those charged with governance around actual and potential litigation and claims;
∙Enquiring of entity staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;
∙Reviewing minutes of meetings of those charged with governance;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.
∙Reviewing the general ledger in detail for all transactions with related parties;
∙Performing walkthrough testing to ensure systems and controls are operating as recorded where appropriate.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude
|
|
QUILAM JV TOPCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF QUILAM JV TOPCO LIMITED (CONTINUED)
that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Nick Bishop FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
35 Ballards Lane
London
N3 1XW
23 July 2026
|
|
QUILAM JV TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest receivable and similar income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the financial year
|
|
|
|
Profit for the year attributable to:
|
|
|
|
Owners of the parent Company
|
|
|
|
|
|
|
|
|
There was no other comprehensive income for 2025 (2024:£NIL).
|
The notes on pages 17 to 28 form part of these financial statements.
|
|
|
QUILAM JV TOPCO LIMITED
REGISTERED NUMBER: 16037461
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due after more than one year
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
Creditors: amounts falling due after more than one year
|
|
|
|
|
|
Provisions for liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 28 form part of these financial statements.
|
|
QUILAM JV TOPCO LIMITED
REGISTERED NUMBER: 16037461
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debtors: amounts falling due within one year
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due within one year
|
|
|
|
Net current (liabilities)
|
|
|
|
Total assets less current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other changes in the profit and loss account
|
|
|
|
Profit and loss account carried forward
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 28 form part of these financial statements.
|
|
QUILAM JV TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
Dividends: Equity capital
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 17 to 28 form part of these financial statements.
|
|
|
QUILAM JV TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
Dividends: Equity capital
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 17 to 28 form part of these financial statements.
|
|
|
QUILAM JV TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the period
|
|
|
|
|
|
|
|
|
Total comprehensive income for the year
|
|
|
|
Contributions by and distributions to owners
|
|
|
|
Dividends: Equity capital
|
|
|
|
Shares issued during the year
|
|
|
|
Total transactions with owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 17 to 28 form part of these financial statements.
|
|
|
QUILAM JV TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
|
|
|
Profit for the financial year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in amounts owed by groups
|
|
|
|
|
|
|
Increase in amounts owed to groups
|
|
|
|
|
|
|
Net cash generated from operating activities
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Net cash from investing activities
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
Cash and cash equivalents at the end of year
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes on pages 17 to 28 form part of these financial statements.
|
|
|
QUILAM JV TOPCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
The notes on pages 17 to 28 form part of these financial statements.
|
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Quilam JV Topco Limited (the 'Company'), is a private company limited by shares, and incorporated in England and Wales. The Company's registered number and registered address can be found on the Company Information page.
The principal activity of the Company is that of a holding company.
2.Accounting policies
|
|
|
Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
These financial statements represent the consolidated group accounts of Quilam JV Topco Limited and reflect the results of the group for the year to 31 December 2025, and to 31 December 2024 based upon the following accounting policies:
Subsidiaries
Subsidiaries are entities in which the Group holds a majority interest and over which it has control.
Quilam JV Topco Limited was incorporated on 23 October 2024. On 7 February 2025 the company acquired control of Quilam JV Holdings 2 Limited a company incorporated in England and Wales.
This combination was accounted for as a merger as it fell within the definition of a group reorganisation under Financial Reporting Standard 102: Section 19.27, where the owners of Quilam JV Topco Limited are the same as the owners of Quilam JV Holdings 2 Limited, and their rights, relative to each other, were unchanged, both before and after the incorporation of Quilam JV Topco Limited.
This meant that the assets and liabilities of the various subsidiaries have been accounted for at the relevant carrying values, applying the basic premise that such group reorganisations should be accounted for as though the group had always existed in this form. Hence the owners had a continuing interest in the business, both before and after the incorporation of Quilam JV Topco Limited.
The assets and liabilities have been brought in at their book values. As the group reorganisation took place partway through the year the consolidated Profit and Loss Account presents pro-forma figures for both the current and comparative results of the above subsidiary, and the consolidated balance sheet presents pro-forma figures as at 31 December 2025.
At the time of approving the financial statements, the directors have a reasonable expectation that the Company and Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the directors adopt the going concern basis of accounting in preparing the financial statements,which the directors believe is appropriate based on the facts set out below.
The directors of the Company and Group have reviewed forecasts and budgets and are monitoring the portfolio of loans regularly as well as working closely with the portfolio companies to manage their cashflows and are therefore confident of the Company and Group's ability to continue trading as a going concern.
The directors, having considered the above and made due enquiries, continue to adopt the going concern basis in preparing the financial statements which assumes that the Company and Group will continue in operation for the foreseeable future.
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Revenue in respect of interest income and monitoring fees are recognised over the period to which they relate.
Interest income is recognised in profit or loss using the effective interest method.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
|
|
|
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.
(i) Financial assets
Basic financial assets, including trade and other debtors and amounts owed by group undertaking, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method. At the
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Consolidated Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and amounts owed to group undertaking, 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 receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
(i) Recovery of debtors
During the year and at each period end debtors are assessed for recoverability. If there are doubts over the recoverability of a debtor, a provision is made against the balance.
|
|
|
|
|
An analysis of turnover by class of business is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arranagement and exit fees
|
|
|
|
|
|
|
|
|
|
Monitoring and extension fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All turnover arose within the United Kingdom.
|
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
During the year, the Group obtained the following services from the Company's auditors and their associates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
|
|
|
|
|
Fees payable to the Company's auditors and their associates in respect of:
|
|
|
|
|
The auditing of accounts of associates of the Company
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
|
|
|
Other interest receivable
|
|
|
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
|
|
Current tax on profits for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for the year/period
|
|
|
The tax assessed for the year/period is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
|
|
|
|
|
|
|
|
|
|
Other differences leading to an increase (decrease) in the tax charge
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct subsidiary undertaking
|
|
|
The following was a direct subsidiary undertaking of the Company:
|
|
|
|
|
|
|
|
|
Quilam JV Holdings 2 Limited
|
Egerton House, 68, Baker Street, Weybridge, Surrey, KT13 8AL
|
|
|
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Indirect subsidiary undertakings
|
|
|
The following were indirect subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
Quilam Special Opportunities 2 Holdings Limited
|
Egerton House, 68, Baker Street, Weybridge, Surrey, KT13 8AL
|
|
|
|
|
Quilam Special Opportunities Limited
|
Egerton House, 68, Baker Street, Weybridge, Surrey, KT13 8AL
|
|
|
|
|
Quilam Capital Credit Midco Limited
|
Egerton House, 68, Baker Street, Weybridge, Surrey, KT13 8AL
|
|
|
|
|
Quilam Capital Credit Limited
|
Egerton House, 68, Baker Street, Weybridge, Surrey, KT13 8AL
|
|
|
|
|
Quilam Capital Credit Finance Limited
|
Egerton House, 68, Baker Street, Weybridge, Surrey, KT13 8AL
|
|
|
|
|
Due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
Included within other loans is a loan with a balance of £152,564,324 which contains fixed and floating charges over all assets of the Company.
Included in other loans is a credit facility of £189,190,114, which contained fixed and floating charges over all property or undertakings of the company it is held in.
Included in other loans is a loan of £22,500,000 that is repayable in October 2027 and is secured over a debenture. The loan contained fixed and floating charges over all property or undertakings of the company it is held in.
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due 2-5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
|
|
100 (2024 - 100) Ordinary shares of £0.01 each
|
|
|
|
|
The company was incorporated on 23 October 2024 and during the period the following shares were issued:
2 Ordinary £0.01 shares were issued for consideration of £0.02.
A further 98 Ordinary £0.01 shares were issued. Consideration was for the issued share capital of the subsidiary company, Quilam JV Holdings 2 Limited.
|
Profit and loss account
Includes current year and accumulated profits and losses, less dividends paid.
17.Other financial commitments
There are loans in the wider group which are secured by fixed and floating charges over all property or undertakings of other companies in the group.
|
|
QUILAM JV TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Related party transactions
|
|
|
Where possible the Company has taken advantage of the exemption conferred by FRS 102 Section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.
Expenses worth £24,183,242 (2024: £25,985,041) were incurred with other related companies during the year. The balance due to other related companies was £191,751,591 (2024: £190,603,715).
Included within amounts due from group undertakings is a balance of £1 (2024: £1) due from the various shareholders. This balance is unsecured, interest free and repayable on demand.
|
The immediate and ultimate parent undertaking is WCP Quilam Ventures LLC. There is no ultimate owner.
|