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REGISTERED NUMBER: 02619679 (England and Wales)















Financial Statements for the Year Ended 31 December 2023

for

Naxos Music UK Limited

Naxos Music UK Limited (Registered number: 02619679)






Contents of the Financial Statements
for the Year Ended 31 December 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


Naxos Music UK Limited

Company Information
for the Year Ended 31 December 2023







DIRECTORS: K Heymann
M Lutzweiler



SECRETARY: J McClure



REGISTERED OFFICE: 3rd Floor
Forum House
41-51 Brighton Road
Redhill
Surrey
RH1 6YS



REGISTERED NUMBER: 02619679 (England and Wales)



SENIOR STATUTORY AUDITOR: Richard Young



AUDITORS: Deeks Evans Audit Services Limited
Statutory Auditor
First Floor, West Barn
North Frith Farm, Ashes Lane, Hadlow
Tonbridge
Kent
TN11 9QU

Naxos Music UK Limited (Registered number: 02619679)

Balance Sheet
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 97,918 120,521
Investments 5 192,743 192,743
290,661 313,264

CURRENT ASSETS
Stocks 6 350,333 465,151
Debtors 7 3,277,837 3,546,368
Cash at bank and in hand 182,999 232,136
3,811,169 4,243,655
CREDITORS
Amounts falling due within one year 8 836,730 1,105,584
NET CURRENT ASSETS 2,974,439 3,138,071
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,265,100

3,451,335

CAPITAL & RESERVES
Called up share capital 11 100,000 100,000
Retained earnings 12 3,165,100 3,351,335
SHAREHOLDERS' FUNDS 3,265,100 3,451,335

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 Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 August 2024 and were signed on its behalf by:





M Lutzweiler - Director


Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements
for the Year Ended 31 December 2023

1. STATUTORY INFORMATION

Naxos Music UK 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.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared in conformity with the principles applicable to a going concern basis. The applicability of these principles is dependent upon continued availability of adequate finance in the future in view of the group's net current liabilities. There is a material uncertainty at group level relation to this condition that may cast significant doubt on the Group's ability to continue as a going concern and, therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. The group directors, Mr. Klaus Heymann and Mr.Yu He, have confirmed their intention to provide financial support to the Group and not to call upon the Group to repay any of the loans due to them until it is in a position to do so without compromising the rights of the Group's creditors. Note 11 and note 18 to the financial statements indicate group debtor balances of £2,033,687 which are treated as recoverable.

Critical accounting estimates and judgements
Estimates and assumptions concerning the future and judgements are made by the management in the preparation of the financial statements. They affect the application of the Company's accounting policies, reported amounts of assets, liabilities, income and expenses and disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations of future events that are believed to be reasonable in the period of revision and future periods, in case the revision also effects future periods.

Revenue recognition
Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Revenue is recognised when it is possible that the economic benefits will flow to the company and when the revenue and costs, if applicable, can be measured reliably and on the following basis:

Nature of goods or services
The nature of the goods or services provided by the company is as follows:
- Sale of products: digital sale of musical works on retail website and sale of compact discs and DVDs
- Downloading and streaming services: provision of music subscriptions services via downloading or
streaming
- Licensing services: licensing of sound recordings and other intellectual property
- Royalty services: administers and remits payment of mechanical royalties from underlying compositions
contained on products licensed, owned, and/or controlled by its customers

Identification of performance obligations
At contract inception, the company assesses the goods or services promised in a contract with a customer and identifies as a performance obligation each promise to transfer to the customer either:
(a) a good or service (or a bundle of goods or services) that is distinct; or
(b) a series of distinct goods or services that are substantially the same and that have the same pattern of
transfer to the customer.

Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
A good or service that is promised to a customer is distinct if both of the following criteria are met:

(a) the customer can benefit from the good or service either on its own or together with other resources
that are readily available to the customer (i.e. the good or service is capable of being distinct); and
(b) the company's promise to transfer the good or service to the customer is separately identifiable from
other promises in the contract (i.e. the promise to transfer the good or service is distinct within the
context of the contract).

Timing of revenue recognition
Revenue is recognised when (or as) the company satisfies a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer obtains control of that asset.

The company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:

(a) the customer simultaneously receives and consumes the benefits provided by the company's
performance as the company performs;
(b) the company's performance creates or enhances an asset (for example, work in progress) that the
customer controls as the asset is created or enhanced; or
(c) the company's performance does not create an asset with an alternative use to the company and the
company has an enforceable right to payment for performance completed to date

If a performance obligation is not satisfied over time, the Company satisfies the performance obligation at a point in time when the customer obtains control of the promised asset. In determining when the transfer of control occurs, the Company considers the concept of control and such indicators as legal title, physical possession, right to payment, significant risks and rewards of ownership of the asset, and customer acceptance.

Digital income, public performance income and management fee income are recognised at a point in time when services are rendered.

Subscriptions income is recognised over time when services are provided under the terms of the online subscription agreements. Payments received in advance of providing services are recorded as deferred revenue and amortised to revenue over the term of agreement.

Licensing income and royalty income are recognised as revenue over time or at a point in time based on the contract terms.

For revenue recognised over time, provided the outcome of the performance obligation can be reasonably measured, the Company applies the output method (i.e. based on the direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract) to measure the progress towards complete satisfaction of the performance obligation because the method provides a faithful depiction of the Company's performance and reliable information is available to the Company to apply the method. Otherwise, revenue is recognised only to the extent of the costs incurred until such time that it can reasonably measure the outcome of the performance obligation.

Tangible fixed assets
Depreciation is provided on the straight line method in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is shorter, as follows:

Plant & machinery- 3 & 5 years
Fixtures & fittings- over the period of the lease
Motor vehicles- 4 years
Computer equipment- 3 years
Improvements to property- over the period of the lease

Stocks
Stocks of finished goods have been valued at the lower of cost and estimated selling price less costs to sell, after making due allowance for obsolete and slow moving items.


Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the profit or loss, 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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 currencies
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses resulting from the retranslating of non-monetary items carried at fair value are recognised in profit or loss except for those arising on the retranslating of non-monetary items in respect of which gains and losses are recognised directly in equity,

The results and financial position of all the Group entities that have a functional currency different from the presentation currency ("foreign operations") are translated into the presentation currency as follows:

- Assets and liabilities for each statement of financial position presented are translated at the closing rate
at the end of the reporting period;
- Income and expenses for each statement of comprehensive income are translated at average exchange
rate;
- All resulting exchange differences arising from the above translation and exchange differences arising
from a monetary item that forms part of the company's net investment in a foreign operation are
recognised as a separate component of equity.

Leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates defined contribution pension schemes. The assets of the schemes are held and controlled by independently administered funds. Contributions payable for the year are charged in the profit and loss account.

Fixed asset investments
Fixed asset investments , subject to review for impairment , are included at cost. Further detail is provided in note 9.

Financial instruments
Short term debtors and creditors with no stated interest rate are recorded at transaction price. Any losses arising from impairment are recognised in the profit or loss account.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2022 - 21 ) .

Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

4. TANGIBLE FIXED ASSETS
Improvements
to Plant & Fixtures
property machinery & fittings
£    £    £   
COST
At 1 January 2023 65,652 4,580 46,999
Additions 3,266 - 545
Disposals - (1,290 ) (5,366 )
At 31 December 2023 68,918 3,290 42,178
DEPRECIATION
At 1 January 2023 2,190 4,580 18,105
Charge for year 6,999 - 9,402
Eliminated on disposal - (1,290 ) (5,366 )
At 31 December 2023 9,189 3,290 22,141
NET BOOK VALUE
At 31 December 2023 59,729 - 20,037
At 31 December 2022 63,462 - 28,894

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 January 2023 17,890 179,002 314,123
Additions - 6,988 10,799
Disposals - (39,457 ) (46,113 )
At 31 December 2023 17,890 146,533 278,809
DEPRECIATION
At 1 January 2023 12,098 156,629 193,602
Charge for year 2,792 14,209 33,402
Eliminated on disposal - (39,457 ) (46,113 )
At 31 December 2023 14,890 131,381 180,891
NET BOOK VALUE
At 31 December 2023 3,000 15,152 97,918
At 31 December 2022 5,792 22,373 120,521

5. FIXED ASSET INVESTMENTS
Unlisted
investments
£   
COST
At 1 January 2023
and 31 December 2023 192,743
NET BOOK VALUE
At 31 December 2023 192,743
At 31 December 2022 192,743

Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

5. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Ondine OY
Registered office: Vanha Helsingintie 18A, 00700 Helsinki, Finland.
Nature of business: Recording & sales of music goods
%
Class of shares: holding
Ordinary 97.67
2023 2022
£    £   
Aggregate capital and reserves 507,506 557,773
Profit for the year 48,446 47,289

6. STOCKS
2023 2022
£    £   
Goods for resale 350,333 465,151

In addition to its own stocks detailed above, the company holds stock on consignment of £1,163,226 (2022: £1,080,883) valued at current selling prices less the company's margin. Title to the goods remains with the consignors and the company bears no liability until the stock has been sold.

7. DEBTORS
2023 2022
£    £   
Amounts falling due within one year:
Trade debtors 908,393 1,035,828
Other debtors 84,008 120,913
Other group companies 2,033,687 2,148,056
Deferred tax asset
Accelerated capital allowances 60,943 60,943
Accrued income 117,043 101,605
Prepayments 61,097 66,357
3,265,171 3,533,702

Amounts falling due after more than one year:
Other debtors 12,666 12,666

Aggregate amounts 3,277,837 3,546,368

Other debtors due after more than one year includes a rent deposit of £12,666 (2022: £12,666) relating to a 10 year lease on a property which expires in September 2032.

8. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Trade creditors 228,847 257,781
Social security & other taxes 125,342 233,461
Other creditors 91 115
Other group companies 101,843 277,020
Accruals 380,607 337,207
836,730 1,105,584

Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

9. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
£    £   
Within one year 48,133 48,133
Between one and five years 192,531 192,531
In more than five years 180,497 228,630
421,161 469,294

10. DEFERRED TAX
£   
Balance at 1 January 2023 (60,943 )
Balance at 31 December 2023 (60,943 )

11. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
100,000 Ordinary £1 100,000 100,000

12. RESERVES
Retained
earnings
£   

At 1 January 2023 3,351,335
Deficit for the year (186,235 )
At 31 December 2023 3,165,100

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

The Report of the Auditors was unqualified.

Richard Young (Senior Statutory Auditor)
for and on behalf of Deeks Evans Audit Services Limited

14. PENSION COMMITMENTS

The company operates defined contribution pension schemes. Contributions due and paid for the year amounted to £28,469 (2022: £33,383).

Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

15. RELATED PARTY DISCLOSURES

The value of group products and services purchased by the company during the year was £1,357,659 (2022 : £1,384,158). Sales to companies within the group amounted to £1,481,657 (2022: £1,661,384). Interest has been charged on amounts owing by parent and other group companies totalling £63,297 (2022: £45,940).

Balances outstanding at 31 December 2023 were as follows: -
2023 2022

£ £

Amounts due from other group companies:-
Naxos Rights International Limited
Current account 630,942 630,942
Trade accounts 213,053 162,148
843,995 793,090
Ondine OY
Current accounts - 86,746
Trade accounts - 606
- 87,352

Other trade accounts: -
Naxos Audio Books (UK) Limited 12,345 4,336
Naxos Rights (Europe) Ltd 916,440 677,005
Naxos Global Logistics GmbH 51,166 282,158
Naxos of America Inc. 81,624 296,541
Naxos Digital Services US Inc 3,654 -
HNH International Ltd - 7,574
Select Audio-Visual Distribution Company Pty Ltd 122,776 -
Naxos Deutschland Musik 1,687 -
2,033,687 2,148,056
Amounts due to other group companies:-

Orfeo International Music GmbH - 365
Oehms Classics Musikproduktion GmbH - 312
Naxos Deutschland - 57
Naxos Digital Services US Inc - 58,575
Naxos Rights US Inc 78,367 216,493
ARC Music Productions International Ltd 60 405
Naxos Norway AS 6 54
Naxos Denmark ApS 112 100
HNH International Ltd 21,722 -
Naxos Global Distribution ROHQ 219 659
Ondine Oy 1,357 -
101,843 277,020


Naxos Music UK Limited (Registered number: 02619679)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2023

16. ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Naxos Global Distribution Limited, a company registered in Hong Kong. The ultimate controlling party is Desun Holding Limited , a BVI company controlled by Mr He Yu.

The results for the year of the company are included in the group financial statements of Angelina Assets Limited (a BVI company) for the year ended 31 December 2023. The Company's registered office is located at Vistra Corporate Services Centre, Wickham's Cay II,Road Town, Tortola, VG1110, British Virgin Islands.

The group financial statements are not publicly available

.