Company Registration No. 16644053 (England and Wales)
LIQUEO HOLDINGS LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2025
LIQUEO HOLDINGS LIMITED
CONTENTS
Page
Company information
1
Strategic report
2
Director's report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group statement of financial position
10
Company statement of financial position
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 30
LIQUEO HOLDINGS LIMITED
COMPANY INFORMATION
- 1 -
Director
S Williams
(Appointed 12 August 2025)
Company number
16644053
Registered office
27 Old Gloucester Street
Holborn
London
WC1N 3AX
Auditor
TC Group
6th Floor Kings House
9-10 Haymarket
London
United Kingdom
SW1Y 4BP
LIQUEO HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -

The director presents the strategic report and financial statements of the company and the group for the period ended 31 December 2025.

Review of the business

The group's principal activity is that of asset and wealth management consultancy.

 

Our long-term ambition is to establish ourselves as the premier Asset and Wealth Management consultancy, recognised for exceptional service to our clients and a rewarding environment for our employees.

Principal risks and uncertainties

The group’s short‑ and medium‑term risk exposure is low due to a healthy forward pipeline and strong cash generation. Management recognises the broader economic uncertainty, including lengthening sales cycles and heightened competitive pressures. In response, the group monitors market developments carefully and upholds prudent cash‑management policies.

Key performance indicators

Highlights included:

Other information and explanations

Purchase of investment

On 15 August 2025, the company acquired 100% of Liqueo Limited and its subsidiaries. The purchase consideration was a combination of cash of £2.04 million, deferred consideration of £2 million and equity of £2 million.

 

The consolidated accounts include trading activities of the subsidiary companies from the date of acquisition to 31 December 2025.

 

Prospects for 2026

The group enters 2026 with a stable financial base, a more capable workforce, and a clear path for continued expansion.

On behalf of the board

S Williams
Director
2 July 2026
LIQUEO HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 3 -

The director presents his annual report and financial statements of the company and the group for the period ended 31 December 2025.

Principal activities

The company was incorporated on 12 August 2025.

 

The group's principal activity is that of asset and wealth management consultancy.

Results and dividends

The results for the period are set out on page 9.

Ordinary dividends were paid amounting to £200,000. The director does not recommend payment of a further dividend.

Director

The director who held office during the period and up to the date of signature of the financial statements was as follows:

S Williams
(Appointed 12 August 2025)
Auditor

TC Group 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 director's responsibilities

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

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

 

 

The director is 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. He is 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.

LIQUEO HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 4 -
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
S Williams
Director
2 July 2026
LIQUEO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LIQUEO HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Liqueo Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

LIQUEO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LIQUEO HOLDINGS LIMITED
- 6 -

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 director is 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.

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 director's 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 director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the parent company or to cease operations, or has no realistic alternative but to do so.

LIQUEO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LIQUEO HOLDINGS LIMITED
- 7 -
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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

 

 

 

 

LIQUEO HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LIQUEO HOLDINGS LIMITED
- 8 -

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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.

Philip Clark FCCA (Senior Statutory Auditor)
For and on behalf of TC Group
Statutory Auditor
7 July 2026
Office: London
LIQUEO HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 9 -
Period
ended
31 December
2025
Notes
£
Turnover
3
9,009,963
Cost of sales
(5,099,281)
Gross profit
3,910,682
Administrative expenses
(3,298,894)
Other operating income
546,617
Operating profit
5
1,158,405
Interest receivable and similar income
7
8,620
Interest payable and similar expenses
8
(47,629)
Profit before taxation
1,119,396
Tax on profit
9
(345,344)
Profit for the financial period
774,052
Other comprehensive income
Currency translation loss arising in the period
(146,508)
Total comprehensive income for the period
627,544
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
LIQUEO HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
Notes
£
£
Fixed assets
Goodwill
11
450,019
Tangible assets
12
13,503
463,522
Current assets
Debtors
15
3,550,290
Cash at bank and in hand
3,959,162
7,509,452
Creditors: amounts falling due within one year
16
(4,240,991)
Net current assets
3,268,461
Total assets less current liabilities
3,731,983
Creditors: amounts falling due after more than one year
17
(1,296,353)
Provisions for liabilities
Deferred tax liability
18
8,086
(8,086)
Net assets
2,427,544
Capital and reserves
Called up share capital
21
1
Share premium account
1,999,999
Other reserves
(146,508)
Profit and loss reserves
574,052
Total equity
2,427,544

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

The financial statements were approved and signed by the director and authorised for issue on 2 July 2026
02 July 2026
S Williams
Director
Company registration number 16644053 (England and Wales)
LIQUEO HOLDINGS LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
Notes
£
£
Fixed assets
Investments
13
6,040,000
Current assets
Cash at bank and in hand
1,285
Creditors: amounts falling due within one year
16
(482,725)
Net current liabilities
(481,440)
Total assets less current liabilities
5,558,560
Creditors: amounts falling due after more than one year
17
(1,296,353)
Net assets
4,262,207
Capital and reserves
Called up share capital
21
1
Share premium account
1,999,999
Profit and loss reserves
2,262,207
Total equity
4,262,207

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £2,462,207.

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

The financial statements were approved and signed by the director and authorised for issue on 2 July 2026
02 July 2026
S Williams
Director
Company registration number 16644053 (England and Wales)
LIQUEO HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 12 -
Share capital
Share premium account
Currency translation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 12 August 2025
-
-
-
-
-
Period ended 31 December 2025:
Profit for the period
-
-
-
774,052
774,052
Other comprehensive income:
Currency translation differences
-
-
(146,508)
-
0
(146,508)
Total comprehensive income
-
-
(146,508)
774,052
627,544
Issue of share capital
21
1
1,999,999
-
-
2,000,000
Dividends
10
-
-
-
(200,000)
(200,000)
Balance at 31 December 2025
1
1,999,999
(146,508)
574,052
2,427,544
LIQUEO HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 12 August 2025
-
-
-
-
Period ended 31 December 2025:
Profit and total comprehensive income
-
-
2,462,207
2,462,207
Issue of share capital
21
1
1,999,999
-
2,000,000
Dividends
10
-
-
(200,000)
(200,000)
Balance at 31 December 2025
1
1,999,999
2,262,207
4,262,207
LIQUEO HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 14 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
22
2,666,165
Interest paid
(47,629)
Income taxes refunded
160,349
Net cash inflow/(outflow) from operating activities
2,778,885
Investing activities
Purchase of intangible assets
(467,552)
Purchase of tangible fixed assets
(14,283)
Interest received
8,620
Net cash used in investing activities
(473,215)
Financing activities
Proceeds from issue of shares
2,000,000
Dividends paid to equity shareholders
(200,000)
Net cash generated from/(used in) financing activities
1,800,000
Net increase in cash and cash equivalents
4,105,670
Cash and cash equivalents at beginning of period
-
Effect of foreign exchange rates
(146,508)
Cash and cash equivalents at end of period
3,959,162
LIQUEO HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 15 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
23
1,646,460
Interest paid
(47,629)
Net cash inflow/(outflow) from operating activities
1,598,831
Investing activities
Purchase of subsidiaries
(6,040,000)
Dividends received
2,642,454
Net cash used in investing activities
(3,397,546)
Financing activities
Proceeds from issue of shares
2,000,000
Dividends paid to equity shareholders
(200,000)
Net cash generated from/(used in) financing activities
1,800,000
Net increase in cash and cash equivalents
1,285
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,285
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 16 -
1
Accounting policies
Company information

Liqueo Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 27 Old Gloucester Street, Holborn, London, WC1N 3AX.

 

The group consists of Liqueo Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The parent company was incorporated on 12 August 2025. These accounts are prepared from incorporation to 31 December 2025.

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.

LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Liqueo Holdings 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 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

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

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

1.5
Going concern

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

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.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

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.

LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -

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:

Computers
33% 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 income statement.

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.

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.

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.

LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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 statement of financial position 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.

LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
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.

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.

Derecognition of financial liabilities

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

1.13
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.

1.14
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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.

LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.15
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.

1.16
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 director is 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.

In the opinion of the directors there are no significant judgements or areas of estimation uncertainty.

3
Turnover and other revenue
2025
£
Turnover analysed by class of business
Management consultancy fees
9,009,963
2025
£
Turnover analysed by geographical market
United Kingdom
7,192,066
United States of America
1,817,897
9,009,963
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
3
Turnover and other revenue
(Continued)
- 22 -
2025
£
Other revenue
Interest income
8,620
4
Exceptional item
2025
£
Expenditure
Exceptional item - Legal fees re company reorganisation
124,692
5
Operating profit
2025
£
Operating profit for the period is stated after charging:
Exchange losses
32,235
Fees payable to the group's auditor for the audit of the group's financial statements
7,800
Depreciation of owned tangible fixed assets
780
Amortisation of intangible assets
17,533
6
Employees

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

Group
Company
2025
2025
Number
Number
Total employees
112
1
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
6
Employees
(Continued)
- 23 -

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
5,559,341
-
0
Social security costs
462,724
-
Pension costs
311,530
-
0
6,333,595
-
0
7
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
7,589
Other interest income
1,031
Total income
8,620
2025
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
7,589
8
Interest payable and similar expenses
2025
£
Other finance costs:
Other interest
47,629
9
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
289,968
Foreign current tax on profits for the current period
55,376
Total current tax
345,344
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
9
Taxation
(Continued)
- 24 -

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

2025
£
Profit before taxation
1,119,396
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
279,849
Tax effect of expenses that are not deductible in determining taxable profit
64,474
Permanent capital allowances in excess of depreciation
(2,334)
Effect of overseas tax rates
20,674
Dividend income
(19,042)
Pension provision
1,723
Taxation charge
345,344
10
Dividends
2025
Recognised as distributions to equity holders:
£
Interim paid
200,000
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 12 August 2025
-
0
Additions
467,552
At 31 December 2025
467,552
Amortisation and impairment
At 12 August 2025
-
0
Amortisation charged for the period
17,533
At 31 December 2025
17,533
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
11
Intangible fixed assets
(Continued)
- 25 -
Carrying amount
At 31 December 2025
450,019
The company had no intangible fixed assets at 31 December 2025.
12
Tangible fixed assets
Group
Computers
£
Cost
At 12 August 2025
-
0
Additions
14,283
At 31 December 2025
14,283
Depreciation and impairment
At 12 August 2025
-
0
Depreciation charged in the period
780
At 31 December 2025
780
Carrying amount
At 31 December 2025
13,503
The company had no tangible fixed assets at 31 December 2025.
13
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
14
-
0
6,040,000
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
13
Fixed asset investments
(Continued)
- 26 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 12 August 2025
-
Additions
6,040,000
At 31 December 2025
6,040,000
Carrying amount
At 31 December 2025
6,040,000
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Liqueo Limited
England and Wales
Ordinary
100.00
-
Liqueo Inc.
USA
Ordinary
0
100.00
15
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
2,819,511
-
0
Other debtors
119,477
-
0
Prepayments and accrued income
603,912
-
0
3,542,900
-
Deferred tax asset (note 18)
7,390
-
0
3,550,290
-
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 27 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£
£
Trade creditors
132,536
-
0
Corporation tax payable
504,997
-
0
Other taxation and social security
1,031,978
-
0
Deferred income
19
21,474
-
0
Other creditors
661,629
474,925
Accruals and deferred income
1,888,377
7,800
4,240,991
482,725
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
£
£
Other creditors
1,296,353
1,296,353
18
Deferred taxation

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

Liabilities
Assets
2025
2025
Group
£
£
Accelerated capital allowances
8,086
7,390
The company has no deferred tax assets or liabilities.
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
18
Deferred taxation
(Continued)
- 28 -
Group
Company
2025
2025
Movements in the period:
£
£
Asset at 12 August 2025
-
-
Charge to profit or loss
696
-
Liability at 31 December 2025
696
-
19
Deferred income
Group
Company
2025
2025
£
£
Other deferred income
21,474
-
20
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
311,530

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.

21
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
A Ordinary shares of 1p each
100
1
B shares of 1p each
2
-
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 29 -
22
Cash generated from/(absorbed by) group operations
2025
£
Profit for the period after tax
774,052
Adjustments for:
Taxation charged
345,344
Finance costs
47,629
Investment income
(8,620)
Amortisation and impairment of intangible assets
17,533
Depreciation and impairment of tangible fixed assets
780
Movements in working capital:
Increase in debtors
(3,542,900)
Increase in creditors
5,010,873
Increase in deferred income
21,474
Cash generated from/(absorbed by) operations
2,666,165
23
Cash generated from/(absorbed by) operations - company
2025
£
Profit for the period after tax
2,462,207
Adjustments for:
Finance costs
47,629
Investment income
(2,642,454)
Movements in working capital:
Increase in creditors
1,779,078
Cash generated from/(absorbed by) operations
1,646,460
24
Analysis of changes in net funds - group
12 August 2025
Cash flows
Exchange rate movements
31 December 2025
£
£
£
£
Cash at bank and in hand
-
4,105,670
(146,508)
3,959,162
LIQUEO HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 30 -
25
Analysis of changes in net funds - company
12 August 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
-
1,285
1,285
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