REGISTERED NUMBER: 10550767 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2025

for

Liomar Holdings Ltd

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTORS:

R A Brown

M Cresswell

J M Blythe

C V Ondhia

SECRETARY:

Vistra Company Secretaries Limited

REGISTERED OFFICE:

First Floor Templeback

10 Temple Back

Bristol

United Kingdom

BS1 6FL

REGISTERED NUMBER:

10550767 (England and Wales)

ACCOUNTANTS:

Atraxa Consulting Limited

Brooke's Mill

Armitage Bridge

Huddersfield

West Yorkshire

HD4 7NR

FIXED ASSETS

Investments

5

3,866,675

2,062,259

CURRENT ASSETS

Debtors

6

872,007

849,605

Cash at bank

23,307

634,639

895,314

1,484,244

CREDITORS

Amounts falling due within one year

7

1,003,362

1,003,361

NET CURRENT (LIABILITIES)/ASSETS

(108,048

)

480,883

TOTAL ASSETS LESS CURRENT LIABILITIES

3,758,627

2,543,142

CREDITORS

Amounts falling due after more than one year

8

2,626,579

2,630,589

NET ASSETS/(LIABILITIES)

1,132,048

(87,447

)

CAPITAL AND RESERVES

Called up share capital

2,278

743

Share premium

1,306,535

8,649

Retained earnings

(176,765

)

(96,839

)

1,132,048

(87,447

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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 18 August 2026 and were signed on its behalf by:

M Cresswell - Director

1.	STATUTORY INFORMATION

Liomar Holdings Ltd 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.

The financial statements have been prepared on a going concern basis.

The company has a low level of annual operating costs. The directors are confident that the company has sufficient available cash resources to provide funding for at least 12 months from the date of approval of the financial statements. The company has been funded by loans from directors and the issue of equity shares. Although the loans have no fixed date for repayment, the lenders do not anticipate requiring repayment for at least 12 months from the date of approval of the financial statements. In addition, should the company require additional funding, the directors have indicated that they will be able to provide such funding as required.

Consequently the directors are satisfied that the going concern basis for preparing the accounts remains appropriate.

Preparation of consolidated financial statements

The financial statements contain information about Liomar Holdings Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Significant judgements and estimates

The preparation of financial statements requires management to make judgements, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis.

The main area where judgement has been applied is in respect of the carrying value of the investment in the company's subsidiary undertaking, where the directors have considered that no impairment provisions are required either at 31 December 2025 or 31 December 2024.

Investments in subsidiaries

Subsidiaries

Subsidiary undertakings are all entities over which the Company has control. Control is achieved when the Company has the power over the entity; is exposed, or has rights to, variable returns from its involvement with the entity; and has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of these three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Subsidiary undertakings acquired during the year are recorded using the acquisition method of accounting and their results are included from the date of acquisition.

Investments in subsidiaries are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Financial instruments

Financial assets and liabilities are recognised in the statement of financial position when the company becomes a party to the contractual provisions of the instrument. Financial assets are initially classified as at fair value through profit and loss, fair value through other comprehensive income or amortised cost depending on the company's business model for managing the financial asset and its cash flow characteristics. Financial assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost.

The table below sets out the company's accounting classification of each class of its financial assets and liabilities:

Note

Measurement

Financial assets

Trade and other debtors

6

Amortised cost

Cash and cash equivalents

Amortised cost

Financial liabilities

Trade and other creditors

7

Amortised cost

Accruals

7

Amortised cost

Loans and borrowings

7 and 8

Amortised cost

A. Trade and other debtors: Trade debtors are recorded initially at transaction price and subsequently measured at amortised cost. Trade debtors measured at amortised cost are carried at nominal value less a provision for any doubtful debts, if applicable.

B. Classification of financial liabilities and equity: 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 deducting all of its liabilities.

C. Trade creditors: Trade creditors are recorded initially at transaction price and subsequently measured at amortised cost. Generally, this results in their recognition at their nominal value.

D. Equity instruments: Equity instruments issued by the company are recorded at the consideration received, net of direct issue costs.

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 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.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

4.	EMPLOYEES AND DIRECTORS

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

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

2,062,259

Additions

1,804,416

At 31 December 2025

3,866,675

NET BOOK VALUE

At 31 December 2025

3,866,675

At 31 December 2024

2,062,259

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

872,007

849,317

Other debtors

-

288

872,007

849,605

There are no fixed repayment terms for amounts owed by subsidiary undertakings. These are unsecured and interest free.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Other creditors

1,003,362

1,003,361

Included in creditors due within one year is a loan of £1 million from a third-party. This loan is unsecured, interest free and is repayable on demand.

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Other creditors

2,626,579

2,630,589

Creditors due after more than one year comprise loans from the directors as set out in note 10. These loans are unsecured and interest free. They are repayable on demand, however, the directors have given assurances to the company that these loans will not be required to be repaid for at least 12 months from the balance sheet date, hence they have been classified as long-term liabilities.

9.	FINANCIAL INSTRUMENTS

Financial assets - at amortised cost

2025

2024

£

£

Cash and cash equivalents

23,307

634,639

Trade and other receivables

-

288

Amounts due from subsidiary undertaking

872,007

849,317

Total financial assets

895,314

1,484,244

Financial liabilities - at amortised cost

2025

2024

£

£

Trade and other payables

3,360

3,360

Loans and borrowings

3,626,581

3,630,590

Total financial liabilities

3,629,941

3,633,950

10.	LOANS FROM DIRECTORS

The following advances and credits from directors subsisted during the years ended 31 December 2025 and 31 December 2024:

2025

2024

£

£

M Cresswell

Balance outstanding at start of year

(660,500

)

(409,500

)

Amounts advanced

(357,788

)

(251,000

)

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

(1,018,288

)

(660,500

)

R A Brown

Balance outstanding at start of year

(660,500

)

(409,500

)

Amounts advanced

(357,788

)

(251,000

)

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

(1,018,288

)

(660,500

)

G Liolios

Balance outstanding at start of year

(1,309,589

)

(1,317,000

)

Amounts advanced

-

291,343

Amounts repaid

1,309,589

(283,932

)

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

-

(1,309,589

)

J M Blythe

Balance outstanding at start of year

-

-

Amounts advanced

(295,001

)

-

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

(295,001

)

-

C V Ondhia

Balance outstanding at start of year

-

-

Amounts advanced

(295,001

)

-

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

(295,001

)

-

The above loan balances are due to each director (or former director) at 31 December 2025. The loans are interest free, unsecured and have no fixed repayment dates. Mr G Liolios resigned as a director during 2025 and his loan was fully repaid during the year.

11.	RELATED PARTY DISCLOSURES

The company undertook various related party transactions during the year. Loans were received from four of the company's directors in the year and loan repayments were made to one former director as set out in note 10.

In addition, the company purchased shares in the company's subsidiary, Labomed SA, from a former director to increase the overall shareholding in the company. The amount paid was £481,203.