Caseware UK (AP4) 2024.0.164 2024.0.164 2026-05-15 2024-12-01 0 false 0 false false false 15573480 2024-12-01 2025-11-30 15573480 2023-12-01 2024-11-30 15573480 2025-11-30 15573480 2024-11-30 15573480 2023-12-01 15573480 c:Director1 2024-12-01 2025-11-30 15573480 c:Director2 2024-12-01 2025-11-30 15573480 c:Director2 2025-11-30 15573480 c:Director3 2024-12-01 2025-11-30 15573480 c:Director4 2024-12-01 2025-11-30 15573480 c:Director4 2025-11-30 15573480 c:RegisteredOffice 2024-12-01 2025-11-30 15573480 d:Buildings 2024-12-01 2025-11-30 15573480 d:PlantMachinery 2024-12-01 2025-11-30 15573480 d:MotorVehicles 2024-12-01 2025-11-30 15573480 d:FurnitureFittings 2024-12-01 2025-11-30 15573480 d:OfficeEquipment 2024-12-01 2025-11-30 15573480 d:ComputerEquipment 2024-12-01 2025-11-30 15573480 d:Goodwill 2024-12-01 2025-11-30 15573480 d:CurrentFinancialInstruments 2025-11-30 15573480 d:CurrentFinancialInstruments 2024-11-30 15573480 d:Non-currentFinancialInstruments 2025-11-30 15573480 d:Non-currentFinancialInstruments 2024-11-30 15573480 d:CurrentFinancialInstruments d:WithinOneYear 2025-11-30 15573480 d:CurrentFinancialInstruments d:WithinOneYear 2024-11-30 15573480 d:Non-currentFinancialInstruments d:AfterOneYear 2025-11-30 15573480 d:Non-currentFinancialInstruments d:AfterOneYear 2024-11-30 15573480 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2025-11-30 15573480 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-11-30 15573480 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2025-11-30 15573480 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-11-30 15573480 d:ShareCapital 2024-12-01 2025-11-30 15573480 d:ShareCapital 2025-11-30 15573480 d:ShareCapital 2023-12-01 2024-11-30 15573480 d:ShareCapital 2024-11-30 15573480 d:ShareCapital 2023-12-01 15573480 d:RetainedEarningsAccumulatedLosses 2024-12-01 2025-11-30 15573480 d:RetainedEarningsAccumulatedLosses 2025-11-30 15573480 d:RetainedEarningsAccumulatedLosses 2023-12-01 2024-11-30 15573480 d:RetainedEarningsAccumulatedLosses 2024-11-30 15573480 d:RetainedEarningsAccumulatedLosses 2023-12-01 15573480 c:OrdinaryShareClass1 2024-12-01 2025-11-30 15573480 c:OrdinaryShareClass1 2025-11-30 15573480 c:OrdinaryShareClass1 2024-11-30 15573480 c:OrdinaryShareClass2 2024-12-01 2025-11-30 15573480 c:OrdinaryShareClass2 2025-11-30 15573480 c:OrdinaryShareClass2 2024-11-30 15573480 c:FRS102 2024-12-01 2025-11-30 15573480 c:Audited 2024-12-01 2025-11-30 15573480 c:FullAccounts 2024-12-01 2025-11-30 15573480 c:PrivateLimitedCompanyLtd 2024-12-01 2025-11-30 15573480 d:Subsidiary1 2024-12-01 2025-11-30 15573480 d:Subsidiary1 1 2024-12-01 2025-11-30 15573480 d:Subsidiary2 2024-12-01 2025-11-30 15573480 d:Subsidiary2 1 2024-12-01 2025-11-30 15573480 c:Consolidated 2025-11-30 15573480 c:ConsolidatedGroupCompanyAccounts 2024-12-01 2025-11-30 15573480 6 2024-12-01 2025-11-30 15573480 e:PoundSterling 2024-12-01 2025-11-30 15573480 d:RetainedEarningsAccumulatedLosses d:PreviouslyStatedAmount 2024-11-30 15573480 d:PreviouslyStatedAmount 2024-11-30 15573480 d:PriorPeriodErrorIncreaseDecrease 2024-11-30 15573480 d:RetainedEarningsAccumulatedLosses d:PriorPeriodErrorIncreaseDecrease 2024-11-30 15573480 d:ShareCapital d:PriorPeriodErrorIncreaseDecrease 2024-11-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 15573480 Livexpo Holdings Limited Annual report and financial statements For the year ended 30 November 2025
Livexpo Holdings Limited Company Information
Directors | S Comar
| D Wilson
| M Booth (appointed 23 July 2026)
Registered number | 15573480
Registered office | Engels House
| Victoria Mills
| Weaste Trading Estate
| Salford
| M5 5HD
Independent auditors | Hurst Accountants Limited
| Chartered Accountants & Statutory Auditors
| 3 Stockport Exchange
| Stockport
| Cheshire
| SK1 3GG
Livexpo Holdings Limited Contents
| Page
Group strategic report | 1 - 3
Directors' report | 4 - 6
Independent auditors' report | 7 - 10
Consolidated statement of comprehensive income | 11
Consolidated balance sheet | 12
Company balance sheet | 13
Consolidated statement of changes in equity | 14 - 15
Company statement of changes in equity | 16 - 17
Consolidated statement of cash flows | 18 - 19
Consolidated analysis of net debt | 20
Notes to the financial statements | 21 - 41
Livexpo Holdings Limited Group Strategic Report For the year ended 30 November 2025
Introduction
The directors present their strategic report for the year ended 30 November 2025.
Business review
The year represented the Group's first full period following the management buyout and established the foundations for the Group's long-term growth strategy. The Directors focused on strengthening governance, investing in leadership, enhancing operational capability and positioning the Group for sustainable profitable growth. During the year the Group continued to support its trading subsidiaries in delivering integrated solutions across exhibition, event and visual communications markets throughout the UK and Europe. Investment continued in operational systems, technology, commercial reporting and business processes to improve efficiency, customer service and scalability across the Group. The Directors maintained a disciplined approach to financial management whilst continuing to invest in strategic initiatives including digital transformation, leadership capability, operational excellence and long-term growth opportunities. The Group also continued to strengthen collaboration between its trading businesses, creating efficiencies and delivering a broader service offering to customers. Overall, the Directors consider the Group to have made satisfactory progress against its strategic objectives whilst establishing a strong platform for future expansion. Page 1
Livexpo Holdings Limited Group Strategic Report (continued) For the year ended 30 November 2025
Principal risks and uncertainties
The Group uses financial instruments including cash, a bank overdraft and other items including trade debtors and trade creditors that arise directly from its operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in further detail below. Credit Risk The company is exposed to credit risk arising from its contractual arrangements with customers. However, this risk is mitigated by the nature of the company's billing model, whereby a significant proportion of the contracted value is collected in advance of the service being delivered. This upfront collection significantly reduces the risk of non-payment. Additionally, the company operates a robust internal credit checking process to assess the creditworthiness of potential customers before agreements are finalised. This process ensures that credit is only extended to customers who meet defined financial criteria. During the reporting period, all customers adhered to agreed payment terms, and there were no significant credit defaults. The company continues to monitor credit exposure closely and regularly reviews its credit control procedures to ensure they remain effective. Marketing Risk The company faces marketing risk related to changing customer preferences, competitive activity and the Economic conditions impacting client budgets. Inflation and cost pressures Increasing costs of materials and personnel may affect margins. Operational risks Delivery risks associated with event or project execution. The company mitigates both these risks through maintaining strong relationships with our clients and careful project planning. Interest Rate Risk The company has a long-term loan in place with a fixed interest rate, which significantly reduces exposure to interest rate volatility. As a result, fluctuations in market interest rates are not expected to have a material impact on the cost of borrowing over the term of the loan. This fixed-rate structure provides certainty over interest payments and supports more accurate financial planning and forecasting. The company continues to monitor market conditions and reviews its financing strategy periodically to ensure it remains aligned with long-term objectives. Page 2
Livexpo Holdings Limited Group Strategic Report (continued) For the year ended 30 November 2025
Financial key performance indicators
KPIs for Turnover, Gross Profit, year on year trading, performance against budget are reviewed by the company and board at the monthly meetings. The companies Gross Profit margin have been maintained year on year. 2025 2024 Movement Turnover £26,701,175 £8,602,553 210% EBITDA £4,305,687 £1,646,254 162% Gross Profit Margin 41.5% 43.5% (2%) There will a continued focus on the upselling to exhibitors where we are the main contractors on site to drive revenue and increase margin. We have taken a strategic approach to how we invested in 2024, with sustainability principals in mind, to reduce our environmental impact. Transitioning from conventional timber products to sustainable stock is at the centre of our design thinking process. This report was approved by the board and signed on its behalf.
................................................ M Booth Director
Date: 24 August 2026
Page 3
Livexpo Holdings Limited Directors' Report For the year ended 30 November 2025 The directors present their report and the financial statements for the year ended 30 November 2025.
Principal activity
The principal activity of the Group is that of the provision of exhibition services to organisers of events, conferences and exhibitions across exhibitions venues and the supply of large-format specialist graphics for retail, events, museums, construction and visitor attractions. The principal activity of the Company is that of a holding company.
Directors
The directors who served during the year were:
S Comar
S Green (resigned 15 May 2026)
D Wilson
Results and dividends
The profit for the year, after taxation, amounted to £245,372 (2024 -£99,868). Dividends were paid to shareholders in the year of £252,721 (2024: £94,588). The directors do not recommend payment of a further dividend.
Directors' responsibilities statement
The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
Livexpo Holdings Limited Directors' Report (continued) For the year ended 30 November 2025
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group's greenhouse gas emissions and energy consumption are as follows:
|  |  |  | 2025 | 2024
Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent) | 195.5 | 125.8
Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent) | 18.9 | 12.2
Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh | 1153.2 | 742
Emissions intensity (tCO2e / £'000 turnover): 51.2 (2024: 35.1) Activity data has been converted into equivalent energy and greenhouse gas emissions using the most up-to-date UK Government DESNZ/DEFRA conversion factors, together with the internationally recognised Circular Ecology Inventory of Carbon and Energy where appropriate. The calculation methodology has been prepared with reference to the Greenhouse Gas Protocol, ISO 14064-1 and the Streamlined Energy and Carbon Reporting requirements. The Group has applied an operational boundary to its greenhouse gas reporting and has sought to capture all significant and material Scope 1, Scope 2 and Scope 3 emissions. The data used is predominantly primary data obtained directly from the Group, including utility bills, staff travel information, business travel records, transport schedules and materials and waste information. Where estimation or extrapolation has been necessary, this has been identified as part of the underlying carbon assessment. Total reported greenhouse gas emissions increased from 879.9 tonnes CO2e in 2024 to 1,367.6 tonnes CO2e in 2025, an increase of approximately 55%. The underlying report notes that the increase is partly attributable to improved and more complete data collection in the current year, and consequently considers the 2025 results to provide a more representative baseline for the Group's emissions going forward. On a category basis, energy and utilities emissions decreased from 171.3 tonnes CO2e in 2024 to 148.1 tonnes CO2e in 2025, while staff travel remained broadly unchanged at 95.5 tonnes CO2e. Business travel increased from 80.6 tonnes CO2e to 131.4 tonnes CO2e, and transport and logistics increased from 247.3 tonnes CO2e to 331.9 tonnes CO2e. Materials and waste increased from 285.3 tonnes CO2e to 660.7 tonnes CO2e. The most significant sources of emissions during 2025 were materials and waste and transport and logistics. Materials and waste represented approximately 48% of total emissions, with transport and logistics representing approximately 24%. Business travel accounted for approximately 10%, energy and utilities 11% and staff travel 7%. The Group continues to consider opportunities to reduce its environmental impact and greenhouse gas emissions. Areas identified for continued focus include increasing the use of recycled and lower-carbon materials, developing a more sustainable procurement strategy, encouraging the reuse and repurposing of graphics, improving waste segregation and recycling, and working with suppliers to obtain improved environmental and carbon data. Further initiatives under consideration include the gradual introduction of electric or hybrid vehicles for suitable journeys, engagement with logistics providers using lower-carbon fuels, improved route planning and load efficiency, increased use of renewable electricity, opportunities to decarbonise heating, energy efficiency improvements including LED lighting and occupancy sensors, and measures to encourage lower-carbon employee and business travel. Page 5
Livexpo Holdings Limited Directors' Report (continued) For the year ended 30 November 2025
Future developments
The Directors remain confident in the Group's long-term prospects and will continue to execute its strategic plan focused on sustainable growth, operational excellence and value creation. Key priorities include supporting organic growth across the trading businesses, expanding higher-margin service offerings, investing in digital infrastructure and commercial reporting, strengthening leadership capability, evaluating selective acquisition opportunities and driving continuous operational improvement across the Group. The Directors believe the Group is well positioned to capitalise on future opportunities and that the investments made during the year provide a robust foundation for continued profitable growth and enhanced shareholder value.
Disclosure of information to auditors
Each of the persons who are directors at the time when this directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Auditors
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
M Booth Director
Date: 24 August 2026
Page 6
Livexpo Holdings Limited Independent auditors' report to the members of Livexpo Holdings Limited
Opinion
We have audited the financial statements of Livexpo Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 November 2025, which comprise the consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 November 2025 and of the Group's profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 7
Livexpo Holdings Limited Independent auditors' report to the members of Livexpo Holdings Limited (continued)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent Company financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Page 8
Livexpo Holdings Limited Independent auditors' report to the members of Livexpo Holdings 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 Group 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: We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following: ∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. ∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. ∙Supporting documentation relating to the Company's policies and procedures for: °Identifying, evaluating, and complying with laws and regulations °Detecting and responding to the risks of fraud ∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. ∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. ∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: ∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. ∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. ∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. ∙Enquiring of management about any actual and potential litigation and claims. ∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud. Page 9
Livexpo Holdings Limited Independent auditors' report to the members of Livexpo Holdings Limited (continued) We have also considered the risk of fraud through management override of controls by: ∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error. ∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and ∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. 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 Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Mike Jackson (Senior statutory auditor) for and on behalf of Hurst Accountants Limited Chartered Accountants Statutory Auditors 3 Stockport Exchange Stockport Cheshire SK1 3GG 25 August 2026 Page 10
Livexpo Holdings Limited Consolidated Statement of Comprehensive Income For the year ended 30 November 2025
|  | As restated
| 2025 | 2024
Note | £ | £
Turnover |  | 26,701,175 | 8,602,553
Cost of sales |  | (15,615,867) | (4,861,556)
Gross profit |  | 11,085,308 | 3,740,997
Administrative expenses |  | (8,649,165) | (2,899,329)
Operating profit | 5 | 2,436,143 | 841,668
Interest payable and similar expenses | 9 | (1,632,715) | (556,339)
Profit before taxation |  | 803,428 | 285,329
Tax on profit |  | (558,056) | (185,461)
Profit for the financial year |  | 245,372 | 99,868
There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 21 to 41 form part of these financial statements.
Page 11
Livexpo Holdings Limited Registered number: 15573480 Consolidated Balance Sheet As at 30 November 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 11,622,259 |  | 13,021,045
Tangible assets | 13 |  | 2,575,233 |  | 2,383,498
|  |  | 14,197,492 |  | 15,404,543
Current assets |  |  |  |  |
Stocks |  | 185,372 |  | 251,573 |
Debtors: amounts falling due after more than one year | 16 | 285,008 |  | - |
Debtors: amounts falling due within one year | 16 | 3,150,417 |  | 2,486,524 |
Cash at bank and in hand | 17 | 2,246,273 |  | 1,863,662 |
|  | 5,867,070 |  | 4,601,759 |
Creditors: amounts falling due within one year | 18 | (7,275,254) |  | (6,201,295) |
Net current liabilities |  |  | (1,408,184) |  | (1,599,536)
Total assets less current liabilities |  |  | 12,789,308 |  | 13,805,007
Creditors: amounts falling due after more than one year |  |  | (11,165,730) |  | (12,041,368)
Provisions for liabilities |  |  |  |  |
Deferred taxation |  | (392,314) |  | (525,026) |
|  |  | (392,314) |  | (525,026)
Net assets |  |  | 1,231,264 |  | 1,238,613
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 1,233,333 |  | 1,233,333
Profit and loss account | 24 |  | (2,069) |  | 5,280
|  |  | 1,231,264 |  | 1,238,613
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 August 2026.
................................................ M Booth
Director
The notes on pages 21 to 41 form part of these financial statements. Page 12
Livexpo Holdings Limited Registered number: 15573480 Company Balance Sheet As at 30 November 2025
|  |  |  | As restated
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 13,655,449 |  | 13,667,735
|  |  | 13,655,449 |  | 13,667,735
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 22,977 |  | 39,819 |
Cash at bank and in hand | 17 | 39,632 |  | 360,695 |
|  | 62,609 |  | 400,514 |
Creditors: amounts falling due within one year | 18 | (1,363,633) |  | (1,098,594) |
Net current liabilities |  |  | (1,301,024) |  | (698,080)
Total assets less current liabilities |  |  | 12,354,425 |  | 12,969,655
Creditors: amounts falling due after more than one year |  |  | (10,872,042) |  | (11,627,389)
Net assets |  |  | 1,482,383 |  | 1,342,266
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 1,233,333 |  | 1,233,333
Profit and loss account |  |  | 249,050 |  | 108,933
|  |  | 1,482,383 |  | 1,342,266
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit for the parent company for the period was £392,838 (2024 - as restated - £99,868). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 24 August 2026.
................................................ M Booth
Director
The notes on pages 21 to 41 form part of these financial statements. Page 13
Livexpo Holdings Limited Consolidated Statement of Changes in Equity For the year ended 30 November 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 December 2024 (as previously stated) | 1,233,333 | 31,160 | 1,264,493
Prior year adjustment - correction of error | - | (25,880) | (25,880)
At 1 December 2024 (as restated) | 1,233,333 | 5,280 | 1,238,613
Comprehensive income for the year |  |  |
Profit for the year | - | 245,372 | 245,372
Total comprehensive income for the year | - | 245,372 | 245,372
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (252,721) | (252,721)
Total transactions with owners | - | (252,721) | (252,721)
At 30 November 2025 | 1,233,333 | (2,069) | 1,231,264
| The notes on pages 21 to 41 form part of these financial statements.
Page 14
Livexpo Holdings Limited Consolidated Statement of Changes in Equity For the year ended 30 November 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 December 2023 | 1,233,333 | - | 1,233,333
Comprehensive income for the year |  |  |
Profit for the year - as restated | - | 99,868 | 99,868
Total comprehensive income for the year | - | 99,868 | 99,868
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (94,588) | (94,588)
Total transactions with owners | - | (94,588) | (94,588)
At 30 November 2024 | 1,233,333 | 5,280 | 1,238,613
| The notes on pages 21 to 41 form part of these financial statements.
Page 15
Livexpo Holdings Limited Company Statement of Changes in Equity For the year ended 30 November 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 December 2024 (as previously stated) | 1,233,333 | 133,016 | 1,366,349
Prior year adjustment - correction of error | - | (24,083) | (24,083)
At 1 December 2024 (as restated) | 1,233,333 | 108,933 | 1,342,266
Comprehensive income for the year |  |  |
Profit for the year | - | 392,838 | 392,838
Total comprehensive income for the year | - | 392,838 | 392,838
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (252,721) | (252,721)
Total transactions with owners | - | (252,721) | (252,721)
At 30 November 2025 | 1,233,333 | 249,050 | 1,482,383
| The notes on pages 21 to 41 form part of these financial statements.
Page 16
Livexpo Holdings Limited Company Statement of Changes in Equity For the year ended 30 November 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 December 2023 | 1,233,333 | - | 1,233,333
Comprehensive income for the year |  |  |
Profit for the year - as restated | - | 203,521 | 203,521
Total comprehensive income for the year | - | 203,521 | 203,521
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (94,588) | (94,588)
Total transactions with owners | - | (94,588) | (94,588)
At 30 November 2024 | 1,233,333 | 108,933 | 1,342,266
| The notes on pages 21 to 41 form part of these financial statements.
Page 17
Livexpo Holdings Limited Consolidated Statement of Cash Flows For the year ended 30 November 2025
|  |  |  | As restated
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 245,372 | 99,868
Adjustments for: |  |
Amortisation of intangible assets | 1,386,500 | 637,465
Depreciation of tangible assets | 483,044 | 120,223
Interest charge | 1,632,715 | 556,339
Taxation charge | 558,056 | 185,461
Decrease/(increase) in stocks | 66,201 | (44,261)
(Increase)/decrease in debtors | (975,166) | 197,258
Increase/(decrease) in creditors | 743,190 | (637,692)
Corporation tax paid | (610,047) | (599,043)
Net cash generated from operating activities | 3,529,865 | 515,618
Cash flows from investing activities |  |
Purchase of tangible fixed assets | (674,779) | (57,456)
Purchase of unlisted and other investments | - | (12,833,462)
Sale of unlisted and other investments | - | 1,463,075
Net cash used in investing activities | (674,779) | (11,427,843)
Page 18
Livexpo Holdings Limited Consolidated Statement of Cash Flows (continued) For the year ended 30 November 2025
|  |  | As restated
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares | - | 1,233,333
New secured loans | - | 7,000,000
Repayment of loans | (808,086) | (191,919)
Other new loans | - | 5,766,667
Repayment of finance leases | (271,203) | (145,664)
Debt arrangement cost | - | (481,650)
Dividends paid | (252,721) | (94,588)
Interest paid | (1,140,465) | (310,292)
Net cash (used in) / generated from financing activities | (2,472,475) | 12,775,887
Net increase in cash and cash equivalents | 382,611 | 1,863,662
Cash and cash equivalents at beginning of year | 1,863,662 | -
Cash and cash equivalents at the end of year | 2,246,273 | 1,863,662
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,246,273 | 1,863,662
| 2,246,273 | 1,863,662
The notes on pages 21 to 41 form part of these financial statements.
Page 19
Livexpo Holdings Limited Consolidated Analysis of Net Debt For the year ended 30 November 2025
|  | At 1 December 2024 | Cash flows | Other non-cash changes | At 30 November 2025
|  | £ | £ | £ | £
Cash at bank and in hand | 1,863,662 | 382,611 | - | 2,246,273
Debt due after 1 year | (11,627,389) | - | 851,677 | (10,775,712)
Debt due within 1 year | (808,086) | 808,086 | (1,317,609) | (1,317,609)
Finance leases | (688,279) | 271,203 | (27,524) | (444,600)
| (11,260,092) | 1,461,900 | (493,456) | (10,291,648)
The notes on pages 21 to 41 form part of these financial statements.
Page 20
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
1. | General information
Livexpo Holdings Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is Engels House Victoria Mills,Weaste Trading Estate, Liverpool Street, United Kingdom, M5 5HD. The principal activity of the Group is that of the provision of exhibition services to organisers of events, conferences and exhibitions across exhibitions venues and the supply of large-format specialist graphics for retail, events, museums, construction and visitor attractions. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Page 21
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 2.Accounting policies (continued)
| 2.3 | 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.
| 2.4 | Revenue
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Sale of services Revenue from exhibition activities is recognised on the date the exhibition opens. This reflects the point at which the significant risks and rewards of ownership have been transferred, and the performance obligation is considered satisfied. Any fee received in advance of the exhibtion opening are recorded as deferred revenue and recognised as income when the exhibition commences. Sale of goods Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on delivery to the customer), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the cost incurred or to be incurred in respect of the transaction can be measured reliably.
| 2.5 | Operating leases: the Group 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.
| 2.6 | 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. Page 22
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 2.Accounting policies (continued)
| 2.7 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.
| 2.8 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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. Page 23
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 2.Accounting policies (continued)
| 2.9 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
| 2.10 | 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 24
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 2.Accounting policies (continued)
| 2.10 | 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:
|  |  |  | Leasehold improvements | - | 10% |
|  |  |  | Plant and machinery | - | 10% |
|  |  |  | Motor vehicles | - | 25% |
|  |  |  | Fixtures and fittings | - | 20% |
|  |  |  | Office equipment | - | 33% |
|  |  |  | Computer equipment | - | 33% |
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. During the year, the company reviewed the estimated pattern of consumption of the future economic benefits associated with its tangible fixed assets. Following this review, the directors concluded that the straight-line method of depreciation provides a more reliable representation of the manner in which the economic benefits of these assets are consumed than the reducing-balance method previously applied. Accordingly, with effect from 1 December 2024, depreciation on all clase of asset is calculated on a straightline basis over the assets’ remaining estimated useful economic lives. The change has been accounted for prospectively as a change in accounting estimate. The carrying amounts of the relevant assets at the date of the change are therefore depreciated on a straight-line basis over their remaining useful economic lives, after taking account of any estimated residual values. The effect of the change, after factoring in the prior year adjustments detailed in Note 25 was to increase the depreciation charge for the year by £53,624 and to decrease profit before taxation by the same amount.
| 2.11 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.12 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss. Page 25
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 2.Accounting policies (continued)
| 2.13 | 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.
| 2.14 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
| 2.15 | 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.
| 2.16 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.17 | Financial instruments
The Group 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 Group's balance sheet when the Group 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Page 26
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 2.Accounting policies (continued)
| 2.17 | 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. Financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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 assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled. Page 27
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 2.Accounting policies (continued)
| 2.18 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
The preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions. The directors believe that judgements, estimates and assumptions do not have a significant risk of causing a material difference to the carrying amounts of the assets and liabilities within the next financial year.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Services | 25,267,435 | 7,054,631
| Sale of goods | 1,433,740 | 1,547,922
|  | 26,701,175 | 8,602,553
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 22,156,626 | 5,306,906
| Rest of Europe | 4,544,549 | 3,295,647
|  | 26,701,175 | 8,602,553
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating lease rentals | 567,877 | 118,290
Page 28
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
6. | Auditors' remuneration
| During the year, the Group obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements | 29,000 | 19,650
| Fees payable to the Company's auditors in respect of: |  |
| Audit-related assurance services | 2,500 | -
| Taxation compliance services | 6,750 | -
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 5,109,069 | 1,312,638
| Social security costs | 519,472 | 122,055
| Cost of defined contribution scheme | 93,650 | 167,873
|  | 5,722,191 | 1,602,566
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration and management | 122 | 111
| The Company has no employees other than the directors, who did not receive any remuneration (2024: £nil).
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 16,329 | 79,172
| Group contributions to defined contribution pension schemes | 162 | 3,607
|  | 16,491 | 82,779
| During the year retirement benefits were accruing to no directors (2024 -NIL) in respect of defined contribution pension schemes.
Page 29
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
9. | Interest payable and similar expenses
|  |  |  |  |  | As restated
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 648,093 | 255,890
| Other loan interest payable | 857,200 | 221,964
| Amortisation of debt issue costs | 96,330 | 24,083
| Finance leases | 30,621 | 54,372
| Other interest payable | 471 | 30
|  | 1,632,715 | 556,339
10. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 690,768 | 189,236
| Total current tax | 690,768 | 189,236
| Deferred tax |  |
| Origination and reversal of timing differences | 11,965 | (3,775)
| Adjustment in relation to prior year | (144,677) | -
| Total deferred tax | (132,712) | (3,775)
| Tax on profit | 558,056 | 185,461
Page 30
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 -higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 803,428 | 285,329
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%) | 200,857 | 71,332
| Effects of: |  |
| Non-tax deductible amortisation of goodwill | 346,625 | 159,366
| Expenses not deductible for tax purposes | 8,359 | -
| Adjustments to deferred tax charge in respect of prior periods | (144,679) | -
| Unrelieved tax losses carried forward | 146,437 | -
| Other differences leading to an increase in the tax charge | 457 | (45,237)
| Total tax charge for the year | 558,056 | 185,461
11. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Dividends paid | 252,721 | 94,588
Page 31
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
12. | Intangible assets
| Group
|  | Goodwill
|  | £
| Cost |
| At 1 December 2024 (as previously stated) | 12,749,291
| Prior Year Adjustment | 909,219
| At 1 December 2024 (as restated) | 13,658,510
| Revaluation surplus | (12,286)
| At 30 November 2025 | 13,646,224
| Amortisation |
| At 1 December 2024 | 637,465
| Charge for the year | 1,386,500
| At 30 November 2025 | 2,023,965
| Net book value |
| At 30 November 2025 | 11,622,259
| At 30 November 2024 (as restated) | 13,021,045
Page 32
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
13. | Tangible fixed assets
| Group
|  | Leasehold improvements | Plant and equipment | Motor vehicles | Fixtures and fittings | Office equipment | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |  |
| At 1 December 2024 (as previously stated) | - | 3,245,280 | 383,336 | 410,139 | 188,776 | 528,804 | 4,756,335
| Prior Year Adjustment | - | (520,703) | (260,696) | (104,452) | (174,634) | (334,196) | (1,394,681)
| At 1 December 2024 (as restated) | - | 2,724,577 | 122,640 | 305,687 | 14,142 | 194,608 | 3,361,654
| Additions | 283,701 | 289,966 | - | 12,122 | 50,773 | 38,217 | 674,779
| At 30 November 2025 | 283,701 | 3,014,543 | 122,640 | 317,809 | 64,915 | 232,825 | 4,036,433
| Depreciation |  |  |  |  |  |  |
| At 1 December 2024 (as previously stated) | - | 1,252,100 | 257,916 | 214,067 | 92,641 | 306,374 | 2,123,098
| Prior Year Adjustment | - | (471,607) | (219,591) | (144,430) | (91,836) | (217,478) | (1,144,942)
| At 1 December 2024 (as restated) | - | 780,493 | 38,325 | 69,637 | 805 | 88,896 | 978,156
| Charge for the year | - | 319,254 | 30,660 | 62,754 | 11,662 | 58,714 | 483,044
| At 30 November 2025 | - | 1,099,747 | 68,985 | 132,391 | 12,467 | 147,610 | 1,461,200
| Net book value |  |  |  |  |  |  |
| At 30 November 2025 | 283,701 | 1,914,796 | 53,655 | 185,418 | 52,448 | 85,215 | 2,575,233
| At 30 November 2024 (as restated) | - | 1,944,084 | 84,315 | 236,050 | 13,337 | 105,712 | 2,383,498
Page 33
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost |
| At 1 December 2024 (as previously stated) | 14,149,385
| Prior Year Adjustment | (481,650)
| At 1 December 2024 (as restated) | 13,667,735
| Disposals | (12,286)
| At 30 November 2025 | 13,655,449
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Full Circle Events & Exhibitions Limited | Same as the company | Exhibition services | Ordinary | 100%
| PP Graphics Limited (formerly Psycho Peacock Limited) | Same as the company | Printing | Ordinary | 100%
15. | Stocks
|  | Group | Group As restated
|  | 2025 | 2024
|  | £ | £
| Raw materials and consumables | 185,372 | 251,573
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
Page 34
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due after more than one year |  |  |  |
| Prepayments and accrued income | 285,008 | - | - | -
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Due within one year |  |  |  |
| Trade debtors | 2,283,635 | 1,785,307 | - | -
| Other debtors | 26,330 | 39,919 | 3,259 | 39,819
| Prepayments and accrued income | 840,452 | 661,298 | 19,718 | -
|  | 3,150,417 | 2,486,524 | 22,977 | 39,819
17. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 2,246,273 | 1,863,662 | 39,632 | 360,695
Page 35
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
18. | Creditors: Amounts falling due within one year
|  | Group | Group As restated | Company | Company As restated
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans (note 20) | 703,674 | 711,756 | 703,674 | 703,674
| Other loans (note 20) | 500,000 | - | 500,000 | -
| Trade creditors | 2,474,128 | 2,029,874 | 21,330 | 5,920
| Amounts owed to group undertakings | - | - | 107,045 | 389,000
| Corporation tax | 537,158 | 482,702 | - | -
| Other taxation and social security | 407,176 | 466,684 | - | -
| Obligations under finance lease | 150,912 | 274,300 | - | -
| Other creditors | 52,960 | 142,449 | - | -
| Accruals and deferred income | 2,449,246 | 2,093,530 | 31,584 | -
|  | 7,275,254 | 6,201,295 | 1,363,633 | 1,098,594
| Amounts owed to group undertakings are repayable on demand, unsecured and bear no interest.
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group As restated | Company | Company As restated
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans (note 20) | 4,935,084 | 5,903,665 | 4,935,084 | 5,903,665
| Other loans (note 20) | 5,936,958 | 5,723,724 | 5,936,958 | 5,723,724
| Net obligations under finance leases | 293,688 | 413,979 | - | -
|  | 11,165,730 | 12,041,368 | 10,872,042 | 11,627,389
Page 36
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group As restated | Company | Company As restated
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Amounts falling due within one year |  |  |  |
| Bank loans | 703,674 | 711,756 | 703,674 | 703,674
| Other loans | 500,000 | - | 500,000 | -
|  | 1,203,674 | 711,756 | 1,203,674 | 703,674
| Amounts falling due 1-2 years |  |  |  |
| Bank loans | 703,674 | 703,674 | 703,674 | 703,674
| Other loans | 500,000 | - | 500,000 | -
| Amounts falling due 2-5 years |  |  |  |
| Bank loans | 4,231,410 | 5,199,991 | 4,231,410 | 5,199,991
| Other loans | 5,436,958 | 5,723,724 | 5,436,958 | 5,723,724
|  | 12,075,716 | 12,339,145 | 12,075,716 | 12,331,063
| Terms of Bank loans Bank loans relate to two facilities granted by Shawbrook Bank Limited. The facilities are for a total value of £7,000,000. Borrowings totalling £5,999,995 (2024: £6,799,999). The loans are secured by way of a fixed and floating charge over all the property or undertakings of the Company and its subsidiaries. Facility A, totalling £4,000,000 is repayable in installment over a 5 year period. Facility B totalling £3,000,000 is repayable on the 5th anniversary. Interest is payable between 5.25% and 5.85% plus the higher of the Sterling Overnight Index Average Reference Rate and 0.25% per annum. Terms of Other Loans Loan notes issued by shareholders total £6,436,958 (2024: £5,988,631), the loan notes attract interest at 14% per annum, of which 6% is compounded quarterly. The loan is repayable over 5 years by annual installments of £500,000 commencing November 2026. During the year interest of £857,200 (2024: £221,964) was incurred. In accordance with FRS 102 Section 25, issue costs totalling £361,237 (2024: £457,567) have been offset against the loans and are amortised over the duration of the facility, resulting in a net loan balance of £11,991,173 (2024: £12,331,063).
Page 37
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
21. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group As restated
|  | 2025 | 2024
|  | £ | £
| Within one year | 150,912 | 274,300
| Between 1-5 years | 293,688 | 413,979
|  | 444,600 | 688,279
22. | Deferred taxation
| Group
|  | 2025
|  | £
| At beginning of year | (525,026)
| Charged to profit or loss | 132,712
| At end of year | (392,314)
| Company
| The provision for deferred taxation is made up as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (392,314) | (525,026)
|  | (392,314) | (525,026)
Page 38
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 740,000 (2024 -740,000) Ordinary shares of £1.00 each | 740,000 | 740,000
|  | 493,333 (2024 -493,333) Ordinary A shares of £1.00 each | 493,333 | 493,333
|  |  | 1,233,333 | 1,233,333
24. | Reserves
Profit and loss account Includes all current and prior year retained profits and losses. Page 39
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025
25. | Prior year adjustment
Fixed asset impairment During the period ended 30 November 2025, management identified that certain tangible fixed assets held by a subsidiary acquired in the prior year, with a carrying value of £1,115,712, were no longer in use and had no recoverable value at the date of acquisition. The assets related to purchases made prior to 2020. Management has concluded that the condition of these assets existed at the acquisition date and should therefore have been reflected in the fair value assessment of the identifiable assets and liabilities acquired. The omission has been treated as a material prior period error and the comparative figures have been restated by way of a prior year adjustment. The effect of the error is to reduce the fair value of tangible fixed assets recognised on acquisition by £1,115,712, with a corresponding increase in goodwill arising on acquisition of £1,115,712. There is no impact on the Group’s reported profit or loss, tax charge, cash flows, or total shareholders’ funds. Stock classification and valuation During the period, management reviewed the fair value assessment performed on the acquisition of a subsidiary in the prior year. As part of this review, management identified that £199,651 of amounts included within stock at the acquisition date were fixed asset in nature and should have been recognised as tangible fixed assets as part of the acquisition accounting. Management also identified that £216,761 of amounts included within stock at the acquisition date related to items which had no reusable or resale value. These items should therefore have been written down to nil as part of the acquisition-date fair value assessment. The comparative figures have therefore been restated to correct the fair values attributed to the idenfiable assets acquired. The erorr reduces stock recognised on acquisition by £459,622, increases tangible fixed assets by £199,651 and increases goodwill arising on acquisition by £259,971. The overall impact of the restatement is to increase goodwill by £259,971. The adjustment has no impact on the Group’s cash flows. Fiance lease classification During the period, management identified that a lease had previously been incorrectly accounted for as an operating lease. Following a review of the lease terms, management concluded that the lease transferred substantially all of the risks and rewards of ownership to the Company and should therefore have been accounted for as a finance lease from inception. The comparative figures have therefore been restated to correct this prior period error. The effect of the restatement is to recognise a finance lease asset of £702,746 at inception, together with the associated finance lease liability. In the prior period income statement, amounts previously recognised as operating lease rentals within administrative expenses have been reversed, reducing administrative expenses by £100,608. Depreciation of £78,082 and finance costs of £24,322 have been recognised in respect of the finance lease. The net effect of the error is to decrease previously reported net assets by £1,796. There is no impact on the Company’s cash flows, although the classification of cash flows may be affected where lease payments have been reanalysed between repayment of finance lease obligations and interest paid. Debt arrangement cost classification During the period, management reviewed professional fees incurred in the prior year in connection with the acquisition of a subsidiary and the raising of related bank debt. It was identified that certain costs had previously been incorrectly allocated in full to the investment in subsidiary. Following this review, management determined that £481,650 of the costs related to debt arrangement fees. These Page 40
Livexpo Holdings Limited Notes to the Financial Statements For the year ended 30 November 2025 25.Prior year adjustment (continued) costs should have been deducted from the carrying amount of the related bank loans on initial recognition and amortised over the term of the debt using the effective interest method. The comparative figures have therefore been restated to correct this prior period error. The effect of the error is to reduce the carrying value of the investment in subsidiary by £481,650 and reduce the carrying value of bank loans by £457,567, being the unamortised balance of the debt arrangement costs at the prior year end. Finance costs for the prior period have been increased by £24,083 to reflect the amortisation of the debt arrangement costs. The net impact of the error is to reduce previously reported profit for the prior period and net assets by £24,083. The adjustment has no impact on the Company’s cash flows.
26. | Pension commitments
The Company operates a defined contribution pension scheme. The assets of the scheme are held seperately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £144,789 (2024: £167,873). Contributions totalling £30,292 (2024: £6,664) were payable to the fund at balance sheet date.
27. | Commitments under operating leases
| At 30 November 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 570,015 | 679,169
| Later than 1 year and not later than 5 years | 2,280,060 | 1,858,685
| Later than 5 years | 2,850,075 | 303,445
|  | 5,700,150 | 2,841,299
28. | Controlling party
There is no ultimate controlling party.
Page 41