Registration number:
Annual Report and
for the Year Ended 31 December 2025
LiveNote Technologies Limited
Contents
Page(s)
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Strategic Report |
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Directors' Report |
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Independent Auditors' Report to the Members of LiveNote Technologies Limited |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
LiveNote Technologies Limited
Strategic Report for the Year Ended 31 December 2025
The Directors present their Strategic Report for the year ended 31 December 2025.
Definitions
As used in this annual report, “the Group” and “Thomson Reuters” refer to the Thomson Reuters Corporation and its subsidiary undertakings, including joint ventures and associates. “The Company” refers to LiveNote Technologies Limited.
Review of the business
The principal activity of the Company is to act as a holding company.
The profit for the financial year amounted to US$303,002,000 (2024: loss of US$6,000).
The net assets of the Company as at 31 December 2025 are US$5,875,315,000 (2024: US$5,612,313,000).
During the year, the Company received dividends totalling US$303,000,000 (2024: US$nil) from its subsidiary, Thomson Reuters America Corporation.
On May 30, 2025, the Company received the shares of Thomson Reuters Special Services LLC by way of an extraordinary dividend in kind of USD$ 40,000,000 from Thomson Reuters America Corporation. The Company
further distributed the shares to LN Holdings Limited by way of an extraordinary dividend in kind of the same amount.
Principal risks and uncertainties
The principal risks and uncertainties are limited to its investments and debtor balances, and any impairment to these investments and debtor balances.
The risks and uncertainties of the Thomson Reuters group is managed at a group level, rather than at an individual statutory legal entity level. For this reason, the Directors believe that an additional discussion of the Group's risks would not be appropriate for the understanding of the development, performance or position of the Company's business. The principal risks and uncertainties of the Group, which includes the Company, are discussed in the Group's 2025 annual report which does not form part of this report.
LiveNote Technologies Limited
Strategic Report for the Year Ended 31 December 2025 (continued)
Section 172 Statement
The Companies (Miscellaneous Reporting) Regulations 2018 (‘2018 MRR’) require Directors to explain how they considered the interests of key stakeholders, and the broader matters set out in section 172(1) (a) to (f) of the Companies Act 2006 (‘S172’) when performing their duty to promote the success of the Company under S172. This includes considering the interest of other stakeholders which will have an impact on the long-term success of the Company.
S172 requires a Director of a company to act in a way that is considered good faith, would be most likely to promote the success of the Company for the benefits of its members, but having regard to a range of different matters including wider stakeholders. In discharging their S172 duties the Directors consider the success of the Company and have regard to their stakeholders; in doing so, certain factors may be considered more relevant than others.
Whilst the Directors of the Company retain the responsibility for the operations and the interests of the Company,those factors include the interests of the wider Thomson Reuters group under the Company’s ultimate parent company, Thomson Reuters Corporation. By considering the Company’s purpose together with its strategic priorities and having process in place for decision making, the Directors aim to ensure that their decisions are consistent and appropriate in all circumstances, including with regards to the wide matters contemplated under S172.
The Company’s principal activity continues to be that of a holding company, holding investments in Thomson Reuters America Corporation with no impairments recorded in the reporting period. The Company does not hav any employees and does not plan to have any in the long term. Board meetings are held as required where the Directors consider the Company’s activities and make decisions, as appropriate.
The Board’s principal decision during the year ended 31 December 2025 was the approval of dividend paid to its holding company, intra group acquisitions and issuance of shares.
Key performance indicators
Given the nature of the business, the Company's Directors are of the opinion that analysis using key performance indicators is not necessary for an understanding of the development, performance or position of the business.
Financial risk management
As outlined in the principal risks and uncertainties section above, the Company's main risk is related to the potential impairment of the Company's investments and any associated debtor balances. This risk is managed by the Directors through annual recoverability assessments and monitoring of the performance of the Group undertakings in which the Company's debtors balances are held.
The management of other financial risks is co-ordinated with those undertaken at Group level by Thomson Reuters Corporation. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's and the Group's financial performance. More details of the Group's risk management programme can be found in the Thomson Reuters Corporation 2025 Annual Report.
LiveNote Technologies Limited
Strategic Report for the Year Ended 31 December 2025 (continued)
Non-financial and sustainability information statement
The Directors consider that the climate-related risks and opportunities of the Company are integrated with those of the Thomson Reuters Group, and that any climate-related impact on the Company itself would originate in its indirect subsidiaries, Thomson Reuters (Professional) UK Limited and Reuters News and Media Limited. Accordingly, the Directors primarily consider climate change in relation to potential changes in the carrying value of
the Company’s assets including its investments in subsidiaries which would be driven by factors arising both in the UK and in the wider group. The assessment of the carrying values is carried out at least annually and appropriate impairment charge is recorded, if any.
The Group prioritizes Environmental, Social and Governance (“ESG”) issues and is dedicated to serving institutions and businesses that keep the wheels of commerce turning, uphold justice and taxation systems, fight fraud, support law enforcement and report on world events with impartiality, as an important source of unbiased news globally. We pursue ESG initiatives because they contribute to value creation for our customers, employees, shareholders and other stakeholders. The Group’s board and its committees oversee different ESG-related areas that are of the greatest importance to the organization and our stakeholders to achieve our long-term strategic objectives. Our ESG-related workstreams include sustainability, inclusion and belonging, community relations and volunteerism. ESG factors are considered in our Enterprise Risk Management (ERM) processes.
The Group post a Social Impact & ESG Report annually on our website, www.tr.com/social-impact-report, which summarizes our strategy, includes stories of progress and tracks performance, tying our efforts to our business strategy and commercial expertise. Additionally, the annual accounts of Thomson Reuters (Professional) UK Limited, indirect subsidiary of the Company, include climate-related financial disclosures aligned with requirements
of Task Force on Climate-Related Financial Disclosures (“TCFD”).
As a result of the above, the Directors do not consider that it is necessary for an understanding of the Company’s business to include in these financial statements a description of the actual or potential impacts of climate-related risks and opportunities on the business model and strategy, or the resilience of under different climate-related scenarios, or the targets or key performance indicators used by the Company.
Approved by the
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LiveNote Technologies Limited
Directors' Report for the Year Ended 31 December 2025
The Directors present their report and the audited financial statements for the year ended 31 December 2025.
Directors of the Company
The Directors of the Company who were in office during the year and up to the date of signing the financial statements year were as follows:
Qualifying third-party and pension scheme indemnity provisions
The Directors have qualifying third party indemnity benefit. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors.
Political donations
During the year the Company made no political donations (2024: US$nil).
Employee involvement
The Company did not have any employees during the year (2024: nil).
Future developments
The Directors do not envisage any changes to the nature of the business in the foreseeable future.
Dividends
During the year, the Company paid an extraordinary dividend in kind of TRSS shares of US$40,000,000 (2024:US$nil) to its sole shareholder LN Holdings Limited.
Financial risk management
The financial risks of the Company and how they are managed by the Directors have been outlined on page 2 of the
Strategic Report.
Streamlined energy and carbon reporting ("SECR") disclosure
All emissions from UK locations for Thomson Reuters Group have been included in the UK trading entities SECR disclosure. Thomson Reuters Professional UK Limited and Reuters News & Media Limited are the owner of the building and all invoices are billed to these Company’s and therefore all UK emissions have been disclosed in their financial statements.There is no additional UK consumption, therefore the Company falls below the 40,000 kWh threshold and therefore the Company is exempt from the requirement to disclose further details of CO2 emissions and energy consumption under the SECR regulation.
Statement of Directors' Responsibilities
LiveNote Technologies Limited
Directors' Report for the Year Ended 31 December 2025 (continued)
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 prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law).
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
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select suitable accounting policies and then apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. |
The Directors are responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006.
Directors’ confirmations
In the case of each Director in office at the date the Directors’ report is approved:
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so far as the Director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and |
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they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. |
Approved by the
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LiveNote Technologies Limited
Independent Auditors' Report to the Members of LiveNote Technologies Limited
Report on the audit of the financial statements
Opinion
In our opinion, LiveNote Technologies Limited's financial statements:
• | give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: the Balance Sheet as at 31 December 2025; the Profit and Loss Account and the Statement of Changes in Equity for the year then ended; and the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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 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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
LiveNote Technologies Limited
Independent Auditors' Report to the Members of LiveNote Technologies Limited (continued)
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they 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 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 Company or to cease operations, or have no realistic alternative but to do so.
LiveNote Technologies Limited
Independent Auditors' Report to the Members of LiveNote Technologies Limited (continued)
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to manage the Company's financial performance and management bias in accounting estimates within the financial statements. Audit procedures performed by the engagement team included:
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Holding discussions with management and internal legal counsel and reviewing board minutes, including consideration of potential instances of non-compliance with laws and regulation and fraud; |
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Challenging assumptions and judgements made by management related to accounting estimates; and |
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Testing a sample of journal entries based on specific risk criteria, including those with unusual account combinations. |
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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 for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
LiveNote Technologies Limited
Independent Auditors' Report to the Members of LiveNote Technologies Limited (continued)
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• | we have not obtained all the information and explanations we require for our audit; or |
• | adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | certain disclosures of Directors’ remuneration specified by law are not made; or |
• | the financial statements are not in agreement with the accounting records and returns. |
We have no exceptions to report arising from this responsibility.
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for and on behalf of
Chartered Accountants and Statutory Auditors
London
LiveNote Technologies Limited
Profit and Loss Account for the Year Ended 31 December 2025
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Note |
2025 |
2024 |
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Income from shares in group undertakings |
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- |
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Administrative income/(expense) |
2 |
(6) |
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Profit/(loss) before tax |
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( |
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Tax on profit/(loss) |
- |
- |
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Profit/(loss) for the financial year |
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( |
The above results were derived from continuing operations.
The Company has no comprehensive income for the year other than the results above, so no separate statement of comprehensive income is presented.
LiveNote Technologies Limited
(Registration number: 02540915)
Balance Sheet as at 31 December 2025
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Note |
31 December
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31 December
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Fixed assets |
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Investments |
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Current assets |
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Debtors: amounts falling due within one year |
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Cash at bank and in hand |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Share premium account |
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Capital redemption reserve |
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Other reserves |
9,732 |
9,732 |
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Profit and loss account |
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Total shareholders' funds |
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The financial statements on pages 10 to 24 were approved by the
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Director
LiveNote Technologies Limited
Statement of Changes in Equity for the Year Ended 31 December 2025
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Called up share capital |
Share premium account |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total shareholders' funds |
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At 1 January 2025 |
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Profit for the year |
- |
- |
- |
- |
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Total comprehensive income |
- |
- |
- |
- |
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Dividends |
- |
- |
- |
- |
( |
( |
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At 31 December 2025 |
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Called up share capital |
Share premium account |
Capital redemption reserve |
Other reserves |
Profit and loss account |
Total Shareholders' funds |
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At 1 January 2024 |
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Loss for the year |
- |
- |
- |
- |
( |
( |
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Total comprehensive expense |
- |
- |
- |
- |
( |
( |
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Shares issued |
20 |
64,980 |
- |
- |
- |
65,000 |
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At 31 December 2024 |
1,665 |
140,377 |
3,260,310 |
9,732 |
2,200,229 |
5,612,313 |
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025
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General information |
The Company is a private company limited by share capital, incorporated in the United Kingdom and domiciled in England.
The address of its registered office is:
United Kingdom
The principal activity of the Company is to act as a holding company.
All amounts in the financial statements and notes have been rounded off to the nearest thousand USD ($) ,unless otherwise stated.
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Accounting policies |
Basis of preparation
These financial statements are prepared in accordance with the Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101) and the Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the UK (UK-adopted international accounting standards), but makes amendments where necessary in order to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.
Summary of material accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Summary of disclosure exemptions
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
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Paragraph 38 of IAS 1, 'Presentation of financial statements' - comparative information requirements in respect of: (a) paragraph 79(a) (iv) of IAS 1; (b) paragraph 73(e) of IAS 16, 'Property, plant and equipment'; and (c) paragraph 118(e) of IAS 38, 'Intangible assets' (reconciliations between the carrying amount at the beginning and end of the period). |
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The following paragraphs of IAS 1, ‘Presentation of financial statements’: (a) 10(d) (statement of cash flows); (b) 16 (statement of compliance with all IFRS); (c) 38A (requirement for minimum of two primary statements, including cash flow statements); (d) 38B-D (additional comparative information); (e) 111 (statement of cash flows information); and (f) 134-136 (capital management disclosures). |
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IAS 7, ‘Statement of cash flows’; |
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IFRS 7, ‘Financial instruments: Disclosures’. |
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
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Accounting policies (continued) |
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The requirements in IAS 24, ‘Related party disclosures’, to disclose related party transactions entered between two or more members of a group. |
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Paragraphs 30 and 31 of IAS 8, ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective). |
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Paragraph 17 of IAS 24, ‘Related party disclosures’ (key management compensation). |
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Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities). |
The consolidated financial statements of Thomson Reuters include the equivalent disclosures.
The disclosures required by IFRS 7 and IFRS 13 regarding financial instrument disclosures have not been provided apart from those which are relevant for the financial instruments which are held at fair value and are not either held as part of trading portfolio or derivatives.
Exemption from preparing group financial statements
The financial statements contain information about LiveNote Technologies Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Company has taken advantage of the exemption under Section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of Thomson Reuters Corporation ("Thomson Reuters"). The consolidated financial statements of Thomson Reuters are prepared in accordance with International Financial Reporting Standards. Thomson Reuters Corporation is incorporated under the laws of the Province of Ontario, Canada.
Copies of Thomson Reuters' annual reports are available to the public at www.thomsonreuters.com and may be obtained from Five Canada Square, Canary Wharf, London, E14 5AQ, United Kingdom.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
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Accounting policies (continued) |
Going Concern
The Company is not a trading company and has a net current asset position as at 31 December 2025, the Company has surplus funds to operate for the foreseeable future. As a result, the Directors have deemed it appropriate to prepare the financial statements on a going concern basis.
Use of estimates and judgments
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The area involving a higher degree of judgement or complexity, and where assumptions and estimates are significant to the financial statements is the impairment in investments, as disclosed in note 2 and note 7.
New standards, amendments, IFRIC interpretations and new relevant disclosure requirements
There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended 31 December 2025 that have a material impact on the Company’s financial statements.
Lack of Exchangeability - Amendments to IAS 21.
IAS 21, The Effect of Changes in Foreign Exchange Rates:
In August 2023, the IASB issued amendments to IAS 21, which provide guidance on the determination of an exchange rate to translate transactions and financial statements denominated or presented in a currency that is not
exchangeable into another currency. The amendments were effective for reporting periods beginning January 1, 2025 and did not have a material impact on the Company’s financial statements.
Finance income and costs policy
Interest receivable and payable is recorded in the Profit and loss account as they accrue, using the effective interest method.
Foreign currency transactions and balances
Investment in subsidiaries
The Company holds investments in other companies. These are recognised as fixed asset investments and are stated at cost less any impairment.
Impairment of investment in subsidiaries
Fixed asset investments are considered for impairment triggers annually. If an impairment assessment trigger is identified, a detailed assessment is made. An impairment loss is recognised to the extent that the carrying amount cannot be recovered either by selling the assets or by discounted future earnings from operating the assets.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
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Accounting policies (continued) |
Current and deferred tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in shareholders’ funds. In this case, the tax is also recognised in other comprehensive income or directly in shareholders’ funds, respectively.
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; or arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Dividends in specie
A dividend in specie is a distribution paid or received by the Company of a non-cash asset. The accounting treatment of the distribution is determined by whether the distribution paid or received is considered to represent a return of the capital of the subsidiary or not. Where it is deemed to represent a return of capital, a reduction in the parent’s investment balance in that subsidiary is recorded rather than the recognition of dividend income in the Profit and loss account. The factors considered by the Directors when determining whether a distribution represents a dividend or return of capital include the following:
• The amount of the distribution relative to the original investment value;
• The legal form of the distribution; and
• The future operating plans for the subsidiary after the distribution.
If the amount of the distribution exceeds the carrying value of the investment balance, the excess gain is recognised in the Profit and loss account, to the extent that it is realised or in the Statement of Comprehensive Income to the extent that it is unrealised.
If the distribution is considered to represent a dividend the parent recognises the dividend in the Profit and loss account.
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Employees |
The Company did not have any employees during the year (2024: nil).
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
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Directors' remuneration |
None of the Directors had any beneficial interest in the share capital of the Company or an interest in any transactions or arrangements with the Company which require disclosure. The remuneration of the Directors paid by a fellow group undertaking. The Directors services to this Company and to a number of fellow subsidiaries are of a non-executive nature and their remuneration is deemed to be wholly attributable to their services to the fellow group undertaking. Accordingly, the above details include no remuneration in respect of any Director (2024: US$nil).
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Auditors' remuneration |
The auditors' remuneration in relation to the audit of financial statements is US$23,919 (2024: US$22,354), and is paid by a fellow group undertaking and is not recharged to the Company.
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Tax on profit/(loss) |
Tax charge in the Profit and loss account
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2025 |
2024 |
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Current taxation |
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UK corporation tax |
- |
- |
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Total income tax |
- |
- |
The tax on profit/ (loss) for the year is lower than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in UK) of 25% (2024: 25%).
The differences are reconciled below:
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2025 |
2024 |
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Profit/(loss) before tax |
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( |
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Profit/ (loss) before tax multiplied by the standard rate of tax in the UK of 25% (2024: 25%) |
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( |
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Decrease from effect of revenues exempt from taxation |
( |
- |
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(Decrease)/increase arising from group relief |
( |
|
|
Total tax charge |
- |
- |
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
6 |
Tax on profit/(loss) (continued) |
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.
The Company is within the scope of the OECD Pillar Two model rules as it is a member of the Thomson Reuters group, which is a multinational entity within the scope of Pillar Two. There is no top-up tax recorded within the tax expense for the Company under Pillar Two legislation. The Company has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
|
Investments |
|
Subsidiaries |
US$ 000 |
|
Cost or valuation |
|
|
At 1 January 2025 |
|
|
Additions |
|
|
Disposals |
( |
|
At 31 December 2025 |
|
|
At 31 December 2024 |
|
On 30 May 2025, the Company received distribution in kind of the entire shares of Thomson Reuters Special Services LLC (“TRSS shares”) valued at fair market value of US$40,000,000 from its subsidiary Thomson Reuters America Corporation. On the same day, the Company distributed in kind of TRSS shares at fair market value of US$40,000,000 to its sole shareholder LN Holdings Ltd.
The Directors have assessed the recoverable amount of these investments, having taken into consideration a range of assumptions and has resulted in the Directors concluding that the carrying value of the investments is supported.
The Directors are of the opinion that the value of the Company's investment is not less than the value at which it is stated in the Balance sheet as at 31 December 2025.
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
7 |
Investments (continued) |
Details of the subsidiaries as at 31 December are as follows:
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2024 |
|
|
|
Software provider and holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Property Casualty Insurer |
USA |
|
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
7 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2024 |
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Payroll Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
7 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2024 |
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Trading Company |
USA |
|
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
7 |
Investments (continued) |
|
Name of subsidiary |
Principal activity |
Registered office |
Proportion of ownership interest and voting rights held |
2024 |
|
|
|
Trading Company |
India |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
|
|
Holding Company |
USA |
|
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
7 |
Investments (continued) |
* indicates direct investment of the Company
• On January 1, 2025, Pagero Inc. merged with and into Thomson Reuters (Tax & Accounting) Inc.
• On January 2, 2025, Last Mile Merger Sub Inc. merged with and into SafeSend Topco, Inc. (upon acquisition).
• On March 1, 2025, Credere Technologies, Inc. merged with and into Thomson Reuters (Tax & Accounting) Inc.
• On May 31, 2025, Casetext, Inc. merged with and into West Publishing Corporation.
• On December 31, 2025 Thomson Reuters No. 4 Inc. merged with and into Thomson Reuters America Corporation.
• On December 31, 2025, TR U.S. Inc. merged with and into Thomson Reuters (TRI) Inc.
• On December 31, 2025, BSI2 Hold Green Bean Inc. merged with and into Thomson Reuters (Tax & Accounting) Inc.
• On December 31, 2025, SafeSend Midco, Inc. merged with and into SafeSend Topco, Inc.
• On December 31, 2025, TR Transition Services Inc. merged with and into Thomson Reuters Services Inc.
• On December 31, 2025, Sky US Newco Corp. (SKY) merged with West Publishing Corporation.
|
Debtors: amounts falling due within one year |
|
31 December
|
31 December
|
|
|
Amounts owed by group undertaking |
2,433,664 |
2,170,664 |
Amounts owed by fellow group undertaking are unsecured, non-interest bearing and repayable on demand.
|
Cash and cash equivalents |
|
31 December
|
31 December
|
|
|
Cash at bank and in hand |
|
|
LiveNote Technologies Limited
Notes to the Financial Statements for the Year Ended 31 December 2025 (continued)
|
Called up share capital |
Allotted, called up and fully paid shares
|
31 December
|
31 December
|
|||
|
No. |
US$ 000 |
No. |
US$ 000 |
|
|
Ordinary shares of £15,955.10 each |
55 |
1,665 |
55 |
1,665 |
|
Parent and ultimate parent undertaking |
The Company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is
Relationship between entity and parents
The parent undertaking of the smallest and largest group to consolidate these financial statements is Thomson
Reuters Corporation.
The address of Thomson Reuters Corporation is:
19 Duncan Street, Toronto, ON M5H 3G6, Canada.