REGISTERED NUMBER: 03599719 (England and Wales)

LEFEBVRE KNOWLEDGE LIMITED

PREVIOUSLY KNOWN AS

FL MEMO LIMITED

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

DIRECTORS:

J Tanguy

G De Lantsheere

SECRETARY:

G De Lantsheere

REGISTERED OFFICE:

Calgarth House

39-41 Bank House

ASHFORD

Kent

TN23 1DQ

REGISTERED NUMBER:

03599719 (England and Wales)

AUDITORS:

McCabe Ford Williams

Statutory Auditors and Chartered Accountants

Building 1063

Cornforth Drive

Kent Science Park

Sittingbourne

Kent

ME9 8PX

FIXED ASSETS

Intangible assets

5

1,254,462

1,573,960

Tangible assets

6

15,377

196,062

1,269,839

1,770,022

CURRENT ASSETS

Stocks

18,054

18,320

Debtors

7

874,797

937,065

Cash at bank and in hand

418,308

301,436

1,311,159

1,256,821

CREDITORS

Amounts falling due within one year

8

3,686,717

3,541,751

NET CURRENT LIABILITIES

(2,375,558

)

(2,284,930

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(1,105,719

)

(514,908

)

CAPITAL AND RESERVES

Called up share capital

10

790,619

790,619

Retained earnings

(1,896,338

)

(1,305,527

)

SHAREHOLDERS' FUNDS

(1,105,719

)

(514,908

)

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2026 and were signed on its behalf by:

G De Lantsheere - Director

1.	STATUTORY INFORMATION

Lefebvre Knowledge Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have been prepared on the going concern basis due to the fact that the company is taking appropriate measure to get back a profitable/cash generating position and that parent company will make adequate funds available to the company during those few months, should they be required, in order to continue operating for the foreseeable future and to meet its liabilities as and when they fall due. The directors have no reason to believe that, should such financial support be required, it will not be made available and accordingly consider it appropriate to adopt a going concern basis.

Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Revenue is measured based on the consideration specified on a contract signed with a customer. Revenue is recognised when control of a good or service is transferred to a customer.

For paper or digital subscriptions, turnover is recognised on the customer gaining control of the products. Therefore, revenue is recognised progressively over the duration of the subscription, at a rate of the transfer of control of the products comprising the subscription.

For the sales of books, revenue is recognised at the time of delivery or at the time of purchase with immediate pick-up at the point of sale.

For premises software, revenues are invoiced and recognised on shipment date as they are analysed as a right to use and point in time performance obligation.

For software licences sold in SaaS mode (generally in combination with publishing content subscription), revenues are accrued progressively over the duration of the subscription, at the rate of the transfer of control of the products comprising the subscription.

Maintenance contracts revenues are recognised progressively on a monthly basis over the period invoiced.

Revenues related to training courses to third parties are recognised upfront once the training has been performed for one-shot training. For training subscriptions, the revenue is differed over the period of the contract.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2012, is being amortised evenly over its estimated useful life of fifteen years.

Goodwill represents the excess of the fair value of the consideration over the fair value of the identifiable asset and liabilities 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 15 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 fo 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.

Tangible fixed assets

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

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

Land and Building leasehold:

Straight line over the life of the lease

Fixtures, fittings & equipment:

25% straight line

Computer equipment:

25% straight line

I.T Development

14% - 33% straight line

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

Impairment of fixed assets

At each reporting period end date, the company 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.

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

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

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

Stocks

Stocks are valued at the lower of cost and net realisable value.

Financial instruments

The company 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 company's statement of financial position 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 debtors, 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.

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 theassets of the company 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.

Equity instruments

Equity instruments issued by the company 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 company.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

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.

Retirement benefits

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

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 37 (2024 - 34 ) .

5.	INTANGIBLE FIXED ASSETS

I.T

Goodwill

Development

Totals

£

£

£

COST

At 1 January 2025

7,869,785

-

7,869,785

Additions

-

112,551

112,551

Disposals

-

(40,141

)

(40,141

)

Reclassification/transfer

-

248,601

248,601

At 31 December 2025

7,869,785

321,011

8,190,796

AMORTISATION

At 1 January 2025

6,295,825

-

6,295,825

Amortisation for year

524,652

44,327

568,979

Eliminated on disposal

-

(11,427

)

(11,427

)

Reclassification/transfer

-

82,957

82,957

At 31 December 2025

6,820,477

115,857

6,936,334

NET BOOK VALUE

At 31 December 2025

1,049,308

205,154

1,254,462

At 31 December 2024

1,573,960

-

1,573,960

6.	TANGIBLE FIXED ASSETS

Land and

buildings

Plant and

leasehold

machinery

Software

Totals

£

£

£

£

COST

At 1 January 2025

81,172

77,667

248,601

407,440

Disposals

(47,779

)

(9,873

)

-

(57,652

)

Reclassification/transfer

-

-

(248,601

)

(248,601

)

At 31 December 2025

33,393

67,794

-

101,187

DEPRECIATION

At 1 January 2025

80,590

47,831

82,957

211,378

Charge for year

582

8,532

-

9,114

Eliminated on disposal

(47,779

)

(3,946

)

-

(51,725

)

Reclassification/transfer

-

-

(82,957

)

(82,957

)

At 31 December 2025

33,393

52,417

-

85,810

NET BOOK VALUE

At 31 December 2025

-

15,377

-

15,377

At 31 December 2024

582

29,836

165,644

196,062

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

783,735

819,565

Other debtors

75,868

109,063

Parent company loan

15,194

8,437

874,797

937,065

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

188,966

203,870

Other creditors

1,874,615

2,276,028

Other taxes and PAYE

50,674

-

Amts owed to group undertake

1,572,462

1,061,853

3,686,717

3,541,751

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

£

Within one year

60,000

62,144

Between one and five years

210,000

-

270,000

62,144

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

790,619

Ordinary share capital

1

790,619

790,619

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Clair Rayner FCA DChA (Senior Statutory Auditor)

for and on behalf of McCabe Ford Williams

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions within the group.

13.	POST BALANCE SHEET EVENTS

On 18 May 2026, after the reporting date, the company's parent undertaking, Lefebvre Belgium SA, agreed to capitalise £1,200,000 of the intercompany loan balance owed to it by the company at 31 December 2025.The loan will be converted into additional equity by way of the issue of 1,200,000 ordinary shares of £1 each by way of a capital contribution credited to reserves, with no cash consideration passing between the parties.

The capitalisation is a non-adjusting event in accordance with Section 32 of FRS 102 and accordingly no adjustment has been made to the amounts recognised in these financial statements. Had the transaction been reflected at the reporting date, intercompany loans would have decreased by £1,200,000 and equity would have increased by the same amount, reducing the net liability position of £1,105,719 reported at 31 December 2025 to net assets of £94,281.

The directors consider this transaction, together with the parent's continuing letter of support to 30 September 2026, to be an important factor in their assessment that it remains appropriate to prepare the financial statements on the going concern basis. Further information is given in the going concern disclosures in the accounting policies.

14.	ULTIMATE CONTROLLING PARTY

The controlling party is Lefebvre Sarrut Belgium.

The ultimate controlling party is Lefebvre Sarrut SA.

The controlling party's registered office address is Avenue Jean Monnet 4, 1348, Louvain-la-Neuve, Belgium.

The ultimate parent of the largest group which draws up group accounts is Lefebvre Sarrut SA. The group accounts can be obtained from Lefebvre Sarrut SA, Place des Vosges 10, 92400 Courbevoie, France.

The directors consider there are to be no one ultimate controlling party due to the wide shareholder base of the ultimate parent Company.