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Registered number: 06804356 VIVATICKET TICKETING LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
VIVATICKET TICKETING LIMITED Company Information
Directors | Luca Montebugnoli
| Silvano Taiani
| Luana Sabattini
Company secretary | Francesco Sponziello
Registered number | 06804356
Registered office | 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
Independent auditors | Sayers Butterworth LLP
| Chartered Accountants & Statutory Auditor
| 3rd Floor
| 12 Gough Square
| London
| EC4A 3DW
VIVATICKET TICKETING LIMITED Registered number: 06804356 Balance sheet As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 4 |  | 1,357 |  | 1,846
|  |  | 1,357 |  | 1,846
Current assets |  |  |  |  |
Debtors: amounts falling due after more than one year | 5 | - |  | 50,000 |
Debtors: amounts falling due within one year | 5 | 79,004 |  | 393,729 |
Cash at bank and in hand |  | 18,715 |  | 32,518 |
|  | 97,719 |  | 476,247 |
Creditors: amounts falling due within one year | 6 | (3,408,770) |  | (3,345,517) |
Net current liabilities |  |  | (3,311,051) |  | (2,869,271)
Total assets less current liabilities |  |  | (3,309,694) |  | (2,867,425)
Net liabilities |  |  | (3,309,694) |  | (2,867,425)
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 100 |  | 100
Profit and loss account |  |  | (3,309,794) |  | (2,867,525)
|  |  | (3,309,694) |  | (2,867,425)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities and in accordance with the provisions of FRS 102A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the Profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 July 2026.
Silvano Taiani
Director
The notes on pages 2 to 9 form part of these financial statements. Page 1
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025
1. | General information
Vivaticket Ticketing Limited is a private limited company incorporated and domiciled in England and Wales. The company's registered office and principal place of business is 3rd Floor, 12 Gough Square, London, EC4A 3DW. The principal activities of the company during the year were that of the production and sale of ticketing and access control systems. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis despite there being an excess of liabilities over total assets. The directors consider the going concern basis to be appropriate since Vivaticket SpA, the company’s parent company, has confirmed that it will provide the company with whatever financial support may be necessary in order to enable the company to meet its liabilities and commitments as they fall due in the foreseeable future. The parent company itself considers that there are no risks to its own ability to continue as a going concern.
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
| 2.4 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 2
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.4 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Fixtures, fittings & equipment | - | 5 years straight line
|  |  |  | Computer equipment | - | 3-5 years straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.5 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.6 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.7 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 3
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.7 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Page 4
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.7 | Financial instruments (continued)
Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
| 2.8 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.9 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
| 2.10 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.11 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset. Page 5
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.12 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.13 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.14 | Taxation
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Employees
| The average monthly number of employees, including directors, during the year was 9 (2024 - 10).
Page 6
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025
4. | Tangible fixed assets
|  | Fixtures, fittings & equipment | Computer equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 6,389 | 648,923 | 655,312
| At 31 December 2025 | 6,389 | 648,923 | 655,312
| Depreciation |  |  |
| At 1 January 2025 | 6,389 | 647,077 | 653,466
| Charge for the year | - | 489 | 489
| At 31 December 2025 | 6,389 | 647,566 | 653,955
| Net book value |  |  |
| At 31 December 2025 | - | 1,357 | 1,357
| At 31 December 2024 | - | 1,846 | 1,846
Page 7
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025
5. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | - | 50,000
|  | - | 50,000
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 28,569 | 213,645
| Amounts owed by group undertakings | - | 30,535
| Other debtors | 14,052 | 33,844
| Prepayments and accrued income | 36,383 | 115,705
|  | 79,004 | 393,729
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank overdrafts | 89,231 | -
| Other loans | 2,185,177 | 2,088,256
| Trade creditors | 14,711 | 131,959
| Amounts owed to group undertakings | 1,056,904 | 940,800
| Other taxation and social security | 13,350 | 43,821
| Other creditors | 3,215 | 4,389
| Accruals and deferred income | 46,182 | 136,292
|  | 3,408,770 | 3,345,517
7. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 100 (2024 - 100) Ordinary shares of £1.00 each | 100 | 100
Page 8
VIVATICKET TICKETING LIMITED Notes to the financial statements For the Year Ended 31 December 2025
8. | Pension commitments
The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. Contributions totalling £3,215 (2024: £4,389) were payable to the fund at the balance sheet date and are included in creditors.
9. | Ultimate parent undertaking and controlling party
The company's ultimate parent undertaking is Virtus UK Holdings Limited, a company registered in United Kingdom. The parent undertaking of the smallest group of which Vivaticket Ticketing Limited is a member and consolidated accounts are prepared is Vivaticket Spa, a company registered in Italy. Their registered office is Via A. Canova, 16/20 40138 Bologna, Italy. There is no one ultimate controlling party.
10. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified. The audit report was signed on 17 July 2026 by Andrew Burch (Senior statutory auditor) on behalf of Sayers Butterworth LLP.
Page 9