Company registration number 15524878 (England and Wales)
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
COMPANY INFORMATION
Directors
M Dixon
(Appointed 21 March 2024)
D Lock
(Appointed 21 March 2024)
W Light
(Appointed 10 September 2024)
Company number
15524878
Registered office
41 Great Portland Street
London
W1W 7LA
Auditor
Hardwick & Morris LLP
41 Great Portland Street
London
W1W 7LA
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 30
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the Period ended 31 December 2024.

Review of the business

 

 

 

2024

£

Turnover

 

10,540,669

Gross profit

 

3,679,017

Profit/(Loss) before tax

 

(580,269)

 

 

 

 

 

 

Live Business Group Holdings Limited is principally engaged in the supplying of entertainment for cruise ships and the leisure industry.


Live Business Group Holdings Limited had a good level of sales in the period, underpinned by significant contracts with customers. The industry remained strong alongside the travel industry market with more demand for holidays.

 

On the cost side several factors have made significant impact on the 2024 accounts, largely relating to costs of the acquisition of Live Business Group Limited. Running costs have been incurred at expected levels.

Principal risks and uncertainties

Live Business Group Holdings Limited, in common with other businesses in our industry, faces such risks as:

The directors regularly monitor relevant risks and uncertainties and continue to focus on identifying and retaining the best calibre of artists and entertainment.

Financial risks

Liquidity risk is managed through maintaining sufficient cash balances.

Credit risk is managed through robust monitoring of outstanding credit balances.

Interest rate risk is managed through pre-agreed rates to avoid any potential interest rate increases.

On behalf of the board

M Dixon
Director
12 August 2025
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the Period ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of live entertainment.

Results and dividends

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

Directors

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

M Dixon
(Appointed 21 March 2024)
D Lock
(Appointed 21 March 2024)
W Light
(Appointed 10 September 2024)
R Pindar
(Appointed 27 February 2024 and resigned 21 March 2024)
Auditor

Hardwick & Morris LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
M Dixon
Director
12 August 2025
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
- 4 -
Opinion

We have audited the financial statements of Live Business Group Holdings Limited (formerly Project Augusta Topco Limited) (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
- 5 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
- 6 -

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Stephanie Hardwick FCA (Senior Statutory Auditor)
For and on behalf of Hardwick & Morris LLP, Statutory Auditor
Chartered Accountants
41 Great Portland Street
London
W1W 7LA
18 August 2025
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 7 -
Period
ended
31 December
2024
Notes
£
Turnover
3
10,540,669
Cost of sales
(6,861,652)
Gross profit
3,679,017
Administrative expenses
(3,472,265)
Operating profit
4
206,752
Interest receivable and similar income
6
23,652
Interest payable and similar expenses
7
(810,673)
Loss before taxation
(580,269)
Tax on loss
8
(537,216)
Loss for the financial Period
(1,117,485)
(Loss)/profit for the financial Period is all attributable to the owners of the parent company.
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
Period
ended
31 December
2024
£
Loss for the Period
(1,117,485)
Other comprehensive income
-
Cash flow hedges gain arising in the Period
-
0
Total comprehensive income for the Period
(1,117,485)
Total comprehensive income for the Period is all attributable to the owners of the parent company.
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
Notes
£
£
Fixed assets
Goodwill
9
11,608,152
Total intangible assets
11,608,152
Tangible assets
10
111,816
11,719,968
Current assets
Debtors
13
1,750,491
Cash at bank and in hand
1,132,541
2,883,032
Creditors: amounts falling due within one year
14
(2,854,900)
Net current assets
28,132
Total assets less current liabilities
11,748,100
Creditors: amounts falling due after more than one year
15
(12,744,174)
Provisions for liabilities
Deferred tax liability
18
27,954
(27,954)
Net liabilities
(1,024,028)
Capital and reserves
Called up share capital
20
9,346
Share premium account
84,111
Profit and loss reserves
(1,117,485)
Total equity
(1,024,028)

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

The financial statements were approved by the board of directors and authorised for issue on 12 August 2025 and are signed on its behalf by:
12 August 2025
M Dixon
D Lock
Director
Director
Company registration number 15524878 (England and Wales)
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
Notes
£
£
Fixed assets
Investments
11
1
1
Current assets
Debtors
13
93,456
Creditors: amounts falling due within one year
14
(6,500)
Net current assets
86,956
Net assets
86,957
Capital and reserves
Called up share capital
20
9,346
Share premium account
84,111
Profit and loss reserves
(6,500)
Total equity
86,957

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £6,500.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 12 August 2025 and are signed on its behalf by:
12 August 2025
M Dixon
D Lock
Director
Director
Company registration number 15524878 (England and Wales)
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 27 February 2024
-
-
-
-
Period ended 31 December 2024:
Loss and total comprehensive income
-
-
(1,117,485)
(1,117,485)
Issue of share capital
20
9,346
84,111
-
93,457
Balance at 31 December 2024
9,346
84,111
(1,117,485)
(1,024,028)
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 27 February 2024
-
-
-
-
Period ended 31 December 2024:
Profit and total comprehensive income
-
-
(6,500)
(6,500)
Issue of share capital
20
9,346
84,111
-
93,457
Balance at 31 December 2024
9,346
84,111
(6,500)
86,957
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
2024
Notes
£
£
Cash flows from operating activities
Cash generated from operations
22
1,303,755
Interest paid
(391,097)
Income taxes paid
(430,722)
Net cash inflow from operating activities
481,936
Investing activities
Purchase of tangible fixed assets
(184,891)
Purchase of subsidiaries, net of cash acquired
(13,195,683)
Proceeds from disposal of subsidiaries, net of cash disposed
19,896
Interest received
23,652
Net cash used in investing activities
(13,337,026)
Financing activities
Proceeds from issue of shares
93,457
Issue of convertible loans
9,294,174
Proceeds from new bank loans
5,600,000
Repayment of bank loans
(1,000,000)
Net cash generated from financing activities
13,987,631
Net increase in cash and cash equivalents
1,132,541
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
1,132,541
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 14 -
2024
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(93,456)
Investing activities
Purchase of subsidiaries
(1)
Net cash used in investing activities
(1)
Financing activities
Proceeds from issue of shares
93,457
Net cash generated from financing activities
93,457
Net increase in cash and cash equivalents
-
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
-
0
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

Live Business Group Holdings Limited (formerly Project Augusta Topco Limited) (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 41 Great Portland Street, London, W1W 7LA.

 

The group consists of Live Business Group Holdings Limited (formerly Project Augusta Topco Limited) and all of its subsidiaries.

1.1
Reporting period

The 10 month period of the accounts from 27 February 2024 to 31 December 2024 is due to the period being from incorporation date.

1.2
Accounting convention

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Live Business Group Holdings Limited (formerly Project Augusta Topco Limited) together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

In formulating this assessment the directors have carried out detailed forecasts which indicate that the Group should be able to continue as a financial and operational going concern.

 

If the Group is unable to continue its operational existence for the foreseeable future, adjustments would have to be made to reduce the balance sheet values of the assets to their recoverable amounts, provide for further liabilities that might arise and reclassify fixed assets as current assets.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

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

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

Costumes
25% straight line
Fixtures and fittings
20% straight line
Computers
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

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.

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

 

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

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

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.12
Financial instruments

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

 

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

 

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

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

 

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

Derecognition of financial assets

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

Classification of financial liabilities

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

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Compound instruments

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.14
Equity instruments

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

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

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

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 22 -
3
Turnover and other revenue
2024
£
Turnover analysed by class of business
Live Entertainment
10,540,669
2024
£
Other revenue
Interest income
23,652
4
Operating profit
2024
£
Operating profit for the period is stated after charging:
Fees payable to the group's auditor for the audit of the group's financial statements
6,500
Depreciation of owned tangible fixed assets
73,075
Amortisation of intangible assets
1,148,059
5
Employees

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

Group
Company
2024
2024
Number
Number
23
3

Their aggregate remuneration comprised:

Group
Company
2024
2024
£
£
Wages and salaries
1,030,906
-
0
Social security costs
113,645
-
Pension costs
17,638
-
0
1,162,189
-
0
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
6
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
15,895
Other interest income
7,757
Total income
23,652
2024
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
15,895
7
Interest payable and similar expenses
2024
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
391,097
Interest on convertible loan notes
419,576
810,673
8
Taxation
2024
£
Current tax
UK corporation tax on profits for the current period
612,270
Deferred tax
Origination and reversal of timing differences
(75,054)
Total tax charge
537,216
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
8
Taxation
(Continued)
- 24 -

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

2024
£
Loss before taxation
(580,269)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(145,067)
Tax effect of expenses that are not deductible in determining taxable profit
743,366
Permanent capital allowances in excess of depreciation
13,971
Deferred tax adjustments in respect of prior years
(75,054)
Taxation charge
537,216
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 27 February 2024
-
0
Additions - business combinations
12,756,211
At 31 December 2024
12,756,211
Amortisation and impairment
At 27 February 2024
-
0
Amortisation charged for the Period
1,148,059
At 31 December 2024
1,148,059
Carrying amount
At 31 December 2024
11,608,152
The company had no intangible fixed assets at 31 December 2024.
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
10
Tangible fixed assets
Group
Costumes
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 27 February 2024
-
0
-
0
-
0
-
0
Additions
2,583
-
0
9,813
12,396
Business combinations
93,229
59,699
19,567
172,495
At 31 December 2024
95,812
59,699
29,380
184,891
Depreciation and impairment
At 27 February 2024
-
0
-
0
-
0
-
0
Depreciation charged in the Period
47,225
19,777
6,073
73,075
At 31 December 2024
47,225
19,777
6,073
73,075
Carrying amount
At 31 December 2024
48,587
39,922
23,307
111,816
The company had no tangible fixed assets at 31 December 2024.
11
Fixed asset investments
Group
Company
2024
2024
Notes
£
£
Investments in subsidiaries
12
-
0
1
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 27 February 2024
-
Additions
1
At 31 December 2024
1
Carrying amount
At 31 December 2024
1
12
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
12
Subsidiaries
(Continued)
- 26 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Live Business Group Midco Limited
UK
Ordinary
100.00
-
Live Business Group Bidco Limited
UK
Ordinary
0
100.00
Live Business Group Limited
UK
Ordinary
0
100.00
13
Debtors
Group
Company
2024
2024
Amounts falling due within one year:
£
£
Trade debtors
1,501,917
-
0
Amounts owed by group undertakings
-
93,456
Other debtors
32,580
-
0
Prepayments and accrued income
215,994
-
0
1,750,491
93,456
14
Creditors: amounts falling due within one year
Group
Company
2024
2024
Notes
£
£
Bank loans
16
1,150,000
-
0
Trade creditors
140,683
-
0
Corporation tax payable
78,540
-
0
Other taxation and social security
291,311
-
Other creditors
27,681
-
0
Accruals and deferred income
1,166,685
6,500
2,854,900
6,500
15
Creditors: amounts falling due after more than one year
Group
Company
2024
2024
Notes
£
£
Convertible loans
17
9,294,174
-
0
Bank loans and overdrafts
16
3,450,000
-
0
12,744,174
-
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
15
Creditors: amounts falling due after more than one year
(Continued)
- 27 -
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
(9,294,174)
-
16
Loans and overdrafts
Group
Company
2024
2024
£
£
Bank loans
4,600,000
-
0
Payable within one year
1,150,000
-
0
Payable after one year
3,450,000
-
0

The long-term loans are secured by fixed and floating charges over the assets of the company and the group.

 

17
Convertible loan notes
Group
Company
2024
2024
£
£
Liability component of convertible loan notes
9,294,174
-

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the Balance Sheet represents the effective interest rate less interest paid to that date.

The effective rate of interest is 6%.

18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2024
Group
£
Accelerated capital allowances
27,954
The company has no deferred tax assets or liabilities.
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
19
Retirement benefit schemes
2024
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
17,638

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary shares of 0.1p each
3,969,240
3,969
B Ordinary shares of 0.1p each
4,995,000
4,995
C Ordinary shares of 0.1p each
381,457
382
9,345,697
9,346
21
Operating lease commitments

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

Group
Company
2024
2024
£
£
Within one year
90,000
-
Between two and five years
90,000
-
180,000
-
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 29 -
22
Cash generated from group operations
2024
£
Loss after taxation
(1,117,485)
Adjustments for:
Taxation charged
537,216
Finance costs
810,673
Investment income
(23,652)
Amortisation and impairment of intangible assets
1,148,059
Depreciation and impairment of tangible fixed assets
73,075
Movements in working capital:
Increase in debtors
(1,750,491)
Increase in creditors
1,626,360
Cash generated from operations
1,303,755
23
Cash absorbed by operations - company
2024
£
Loss after taxation
(6,500)
Movements in working capital:
Increase in debtors
(93,456)
Increase in creditors
6,500
Cash absorbed by operations
(93,456)
24
Analysis of changes in net debt - group
27 February 2024
Cash flows
Acquisitions and disposals
31 December 2024
£
£
£
£
Cash at bank and in hand
-
1,132,541
-
1,132,541
Borrowings excluding overdrafts
-
(5,600,000)
1,000,000
(4,600,000)
Convertible loan notes
-
(9,294,174)
-
(9,294,174)
-
(13,761,633)
1,000,000
(12,761,633)
LIVE BUSINESS GROUP HOLDINGS LIMITED (FORMERLY PROJECT AUGUSTA TOPCO LIMITED)
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 30 -
25
Analysis of changes in net funds - company
27 February 2024
31 December 2024
£
£
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