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Registered number: 08882094 QUANDOO UK LTD FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
QUANDOO UK LTD COMPANY INFORMATION
Directors | A Kaminishizono
| H Kawashima (resigned 4 June 2025)
| B J Rodewyk (appointed 4 June 2025)
Registered number | 08882094
Registered office | 3rd Floor, Waverley House
| 7-12 Noel Street
| London
| W1F 8GQ
Independent auditors | Ecovis Wingrave Yeats LLP
| Chartered Accountants and Statutory Auditor
| 3rd Floor, Waverley House
| 7-12 Noel Street
| London
| W1F 8GQ
QUANDOO UK LTD CONTENTS
| Page
Balance Sheet | 1 - 2
Notes to the Financial Statements | 3 - 13
QUANDOO UK LTD REGISTERED NUMBER: 08882094 BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 5 |  | 1,448 |  | 3,459
|  |  | 1,448 |  | 3,459
Current assets |  |  |  |  |
Stocks | 6 | 10,663 |  | 24,823 |
Debtors: amounts falling due within one year | 7 | 695,567 |  | 635,432 |
Cash at bank and in hand |  | 969,737 |  | 375,338 |
|  | 1,675,967 |  | 1,035,593 |
Creditors: amounts falling due within one year | 8 | (24,058,750) |  | (10,180,524) |
Net current liabilities |  |  | (22,382,783) |  | (9,144,931)
Total assets less current liabilities |  |  | (22,381,335) |  | (9,141,472)
Creditors: amounts falling due after more than one year | 9 |  | - |  | (11,812,328)
Net liabilities |  |  | (22,381,335) |  | (20,953,800)
Capital and reserves |  |  |  |  |
Called up share capital | 10 |  | 10,000 |  | 10,000
Profit and loss account |  |  | (22,391,335) |  | (20,963,800)
|  |  | (22,381,335) |  | (20,953,800)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 14 August 2026.
A Kaminishizono
Director
Page 1
QUANDOO UK LTD REGISTERED NUMBER: 08882094 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2025 The notes on pages 3 to 13 form part of these financial statements. Page 2
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Quandoo UK Ltd is a private company, limited by shares, incorporated and registered in England and Wales, registration number 08882094. The registered office is 3rd Floor Waverley House, 7-12 Noel Street, London W1F 8GQ. 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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
In March 2026, the Quandoo Group announced its decision to cease operations. The platform is expected to cease trading on 30 September 2026, with the Group's remaining infrastructure being permanently shut down by 31 December 2026. Accordingly, the directors intend to place the Company into liquidation and the financial statements have therefore been prepared on a basis other than that of going concern. The directors have considered the impact of adopting a basis other than going concern on the carrying value of the Company's assets and liabilities. The Company's assets principally comprise cash balances, trade receivables, amounts due from group undertakings, inventories and fully depreciated fixed assets, all of which are expected to be realised at amounts materially consistent with their carrying values. The Company's liabilities principally comprise amounts due to group undertakings and other short-term liabilities which are expected to be settled at their recorded amounts. Accordingly, no material adjustments to the carrying value of assets or liabilities have been required as a result of preparing the financial statements on a basis other than going concern. The directors have also considered whether any additional provisions are required in respect of the planned cessation of trade and liquidation of the Company and have concluded that no material obligations existed at the balance sheet date requiring recognition. Accordingly, no adjustments have been made in respect of closure or liquidation costs. Page 3
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures and fittings | - | 33% straight line
|  |  |  | Office equipment | - | 33-50% straight line or fully depreciated within the year of acquisition for low value assets.
|  |  |  | Leasehold improvements | - | 20% 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. Page 4
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. 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 resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the 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'.
| 2.6 | 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 balance sheet date in the countries where the Company operates and generates income.
| 2.7 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. Page 5
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.8 | Financial instruments
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised 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 Profit and Loss Account. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
| 2.9 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 6
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the process of applying the accounting policies at Quandoo UK Ltd the directors have made the following critical judgements and estimations. Interest rate applied to intercompany loan The company has an unsecured intercompany loan which is due for repayment on 31 December 2026. The interest currently being charged on this loan is 4% per annum, see note 9 for further details. The accounting standards stipulate that the loan should be recorded on initial recognition at the present value of the future payments discounted at a market rate of interest for a similar instrument, adjusted for transaction costs. The directors have considered this and there are a number of factors which would impact the company’s ability to obtain a similar debt instrument, including but not limited to the following: the company has generated significant losses since incorporation. The company's total liabilities exceeded its total assets by £22,381,335 (2024 - £20,953,800), the company has been in operation for a short period of time and is still considered to be in its growth phase and the company has been adversely impacted by the Coronavirus pandemic. As a result of the factors mentioned, the directors believe that it is unlikely that a third party would issue the company with a comparable debt instrument. Consequently, the directors are unable to determine what an appropriate market rate of interest would be on a similar loan. Whilst the funding has been structured as a debt instrument, in practice, the funding is more akin to equity funding than debt funding. These circumstances are not envisaged in the accounting standards and no technical guidance has been issued to cover such a scenario. Given the lack of clarity on how to account for the aforementioned funding, the directors have recorded the funds advanced as a loan and made no market rate adjustment to the interest rate applied at 4% per annum. Allowance for doubtful debts Receivables and other assets are recognised at nominal value. Doubtful receivables must be impaired and reported at their likely value; irrecoverable receivables must be written off. Non-interest-bearing or low-interest-bearing receivables must be recognised at present value, unless this can be waived on the grounds of immateriality, short residual terms or other consideration. Valuation allowances must be undertaken no later than upon the opening of insolvency proceedings against the debtor. The receivable is written down to its recoverable amount. The measurement must take a possible bankruptcy distribution into account. As a matter of principle, every receivable thereafter must be measured individually. It is also permissible to recognise the default risk based on a lump-sum approach on the basis of experiences from prior years. Thereupon, overdue receivables are written down as follows within Quandoo UK: 1. Up to 3 months overdue: 0% 2. Between 3 and 6 months overdue: 50% 3. Between 6 and 9 months overdue: 100% 4. Contract terminated: all open accounts receivable 100% The doubtful debt policy will be overridden for amounts not collected relating to companies who are no longer a customer, slow paying customers and customers who are insolvent or have closed down. Loyalty provisions Quandoo customers can collect loyalty points for making reservations over the Quandoo reservation system. Once they have collected 1,000 points, Quandoo offers a redemption of 10.00 GBP to be paid to the bank account of the customer. A 100% provision is booked for customers who have balance >1,000 loyalty points (where we are liable to pay 10GBP upon customer redemption in the future). If the customer doesn't redeem the loyalty points, no money has to be paid out and the provision is reversed. Page 7
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 3.Judgments in applying accounting policies (continued) Deferred tax asset Management is required to assess whether it is appropriate to recognise a deferred tax asset relating to taxable losses available to the Company. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of losses and other deductions can be deducted. To determine the future taxable profits, reference is made to the latest available forecasts. Therefore, this involves judgement regarding the future financial performance of the Company in which a deferred tax asset has been recognised. No deferred tax asset has been recognised because future taxable profits are not expected to arise before the cessation of trade. Depreciation of fixed assets Fixed assets are depreciated by using the straight-line method over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual values consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
4. | Employees
| The average monthly number of employees, including directors, during the year was 16 (2024 - 19).
Page 8
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Tangible fixed assets
|  | Fixtures and fittings | Office equipment | Leasehold Improvements | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 January 2025 | 6,591 | 209,226 | 101,322 | 317,139
| At 31 December 2025 | 6,591 | 209,226 | 101,322 | 317,139
| Depreciation |  |  |  |
| At 1 January 2025 | 6,591 | 205,767 | 101,322 | 313,680
| Charge for the year on owned assets | - | 2,011 | - | 2,011
| At 31 December 2025 | 6,591 | 207,778 | 101,322 | 315,691
| Net book value |  |  |  |
| At 31 December 2025 | - | 1,448 | - | 1,448
| At 31 December 2024 | - | 3,459 | - | 3,459
Page 9
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
6. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 10,663 | 24,823
|  | 10,663 | 24,823
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 261,430 | 242,459
| Amounts owed by group undertakings | 426,562 | 385,037
| Other debtors | 7,575 | 7,936
|  | 695,567 | 635,432
| Amounts owed by group undertakings are unsecured, interest-free and repayable on demand.
Page 10
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 2,392 | 2,885
| Amounts owed to group undertakings | 23,767,678 | 9,855,831
| Other taxation and social security | 85,766 | 76,179
| Other creditors | 12,242 | 12,050
| Accruals and deferred income | 190,672 | 233,579
|  | 24,058,750 | 10,180,524
| Included within amounts owed to group undertakings is an intercompany loan amount of £9,823,295 (2024 - non current liability of £9,334,494) and accrued interest of £3,005,975 (2024 - non current liability of 2,477,834) which is owed to Quandoo GmbH. The intercompany loan is unsecured and due for repayment on 31 May 2026, although the borrower is able to make repayments at any time during the term at its discretion. To date, the loan has accrued interest at a variable rate between 4-8% and currently has an interest of 4% applied. On 29 April 2026 the intercompany loan repayment date was extended to 31 December 2026. Quandoo GmbH subordinates its claim for repayment, cost and interest resulting from the intercompany loan to all existing and future claims of any other creditors of Quandoo UK Ltd. The remaining amounts owed to group undertakings that are due within one year are unsecured, interest free and repayable on demand.
9. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Amounts owed to group undertakings | - | 11,812,328
|  | - | 11,812,328
| See note 9 for details on amounts owed to group undertakings.
Page 11
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
10. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 10,000 (2024 - 10,000) Ordinary shares of £1.00 each | 10,000 | 10,000
11. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £15,240 (2024 - £19,015). The amount payable to the fund at the balance sheet date was £3,862 (2024 - £3,670).
12. | Commitments under operating leases
| At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Not later than 1 year | 680 | 4,515
|  | 680 | 4,515
13. | Related party transactions
| Quandoo UK Ltd have taken the exemption under FRS 102, Section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions entered into between two or more wholly owned members of a group.
14. | Post balance sheet events
In March 2026 the Quandoo Group announced its decision to cease operations, with the platform expected to cease trading on 30 September 2026 and the remaining infrastructure expected to be shut down by 31 December 2026. As a consequence, the directors intend to liquidate the Company and the financial statements have been prepared on a basis other than going concern. Further details are provided in Note 2.2. Following the decision to cease operations and liquidate the Company, redundancy arrangements were implemented subsequent to the year end. As a result, redundancy costs of approximately £160,000 have been incurred after 31 December 2025. These costs have not been recognised in the financial statements as they relate to events arising after the reporting date. On 29 April 2026, the repayment terms attached to the intercompany loan amounting to £12,829,270 as at 31 December 2025, were extended to 31 December 2026. See Note 9 for further details. Page 12
QUANDOO UK LTD NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
15. | Controlling party
The immediate parent company at 31 December 2025 was Quandoo GmbH, a company incorporated in Germany. The results of the Company are consolidated into the immediate parent company and copies of its consolidated financial statements are available from KulturBrauerei, Schönhauser Allee 36, 10435 Berlin, Germany.
16. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
| In their report, the auditors emphasised the following matter without qualifying their report: We draw attention to note 2.2 in the financial statements, which indicates that these financial statements have not been prepared on a going concern basis. A full description of the events giving rise to the Company not being a going concern has been included in note 2.2, as has its effect on accounting policies and accounting adjustments. We have considered the adequacies of the disclosures made in the financial statements, and our audit opinion is not modified in respect of the matter. Furthermore, we draw attention to Note 3 to the financial statements which describes the judgements in applying accounting policies and key sources of estimation uncertainty, in particular the judgement regarding the interest rate applied to intercompany loan. Our opinion is not modified in respect of this matter.
The audit report was signed on 14 August 2026 by Jessica Teague (Senior Statutory Auditor) on behalf of Ecovis Wingrave Yeats LLP.
Page 13