Company registration number: 04964271
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FOR THE YEAR ENDED
31 DECEMBER 2023
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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MUZICALL LIMITED
REGISTERED NUMBER:04964271
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
................................................
M Parham
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The notes on pages 3 to 8 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 3 to 8 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Muzicall Limited is private company limited by shares, registered in England and Wales. The address of its registered office is disclosed on the company information page.
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The following principal accounting policies have been applied:
The Company only enters into basic financial instrument transactions that result in the recognition of financial
assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans
to related parties and investments in ordinary shares.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
The financial statement have been prepared using the going concern basis of accounting. In determining whether the Company’s financial statements can be prepared on the going concern basis the Director has considered all factors likely to affect its future development, performance and financial position.
The going concern status of the Company is dependent on the group being able to provide continued support to its subsidiary and therefore the group itself being a concern.The Company has generated a net loss of £162,151 during the year ended 31 December 2023, at that date, the company’s total liabilities exceeded its total assets by £2,051,431. The Company owes £2,853,185 to fellow group company, RealNetworks GmbH (Austria), which is not due for repayment until 2034.
Real Networks LLC ("RN LLC") have confirmed that they have no current intention to liquidate the company in the foreseeable future or to cease trading and as such have prepared the financial statements on a going concern basis. It has committed to providing financial support to the company as is necessary to enable it to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these financial statements.
We confirm the following matters of material uncertainty in relation to going concern of the ultimate parent which were disclosed in the consolidated accounts of the group:
“Liquidity and going concern – RealNetworks LLC incurred an operating loss of $20.0 million for the year ended December 31, 2023, and had an accumulated deficit of $20.6 million as of December 31, 2023.
RealNetworks LLC had unrestricted cash totaling $3.5 million as of December 31, 2023, which included approximately $2.3 million of cash held by its foreign subsidiaries outside the U.S. RealNetworks LLC has evaluated its current liquidity position in light of its history of declining revenue and operating losses as well as its near-term expectations of net negative cash flows from operating activities, which have continued into 2024. Moreover, its operating forecast is largely dependent upon the growth of its emerging SAFR and KONTXT products, and on factors that are outside of its control such as the actions of its competitors. These conditions raise substantial doubt about its ability to continue as a going concern within 12 months from the date these consolidated financial statements are available to be issued. RealNetworks LLC's consolidated financial statements do not include any adjustment relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should RealNetworks LLC be unable to continue as a going concern.
RealNetworks LLC entered into a loan agreement with Mr. Glaser in early 2023. As of December 31, 2023, the Company has drawn $13.3 million on this loan, which includes accrued interest, and expects to request additional advances in the future. Future advances are always at the discretion of Mr. Glaser. RealNetworks LLC existing unrestricted cash balances will not be sufficient to meet its short-term working capital needs. RealNetworks LLC has active plans to mitigate these conditions including further operating expense reductions. In addition, RealNetworks LLC is evaluating various strategic opportunities, which may include selling certain businesses, assets, or product lines, soliciting external investment into certain businesses, or seeking other strategic partnerships. Its plans are subject to inherent risks and uncertainties. Accordingly, there can be no assurance that its plans can be effectively implemented.”
The above matters represent a material uncertainty to the group overall and as such are a material uncertainty to the going concern of the Company. Following consideration of the above factors the Director has considered that it is appropriate to apply the going concern basis.
Revenue represents amounts receivable for good and services net of VAT and is recognised in the month in which the company supplies the related ring back tone or support services.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional currency is EUR. This differs from the presentational currency which is GBP. The reason for the difference is that the operations of the entity and the primary economic environment in which it operates is EUR. The company is based and registered in England and Wales so presents its financial statements in 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.
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The average monthly number of employees, including directors, during the year was 0 (2022 -0).
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due after more than one year
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Amounts owed to group undertakings
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The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
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Repayable other than by instalments
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Related party transactions
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The company has taken advantage of the exemption from disclosing transactions with members within a wholly owned group.
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Commitments under operating leases
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At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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The parent of the smallest group for which consolidated financial statements are drawn up is RealNetworks, LLC., a company incorporated in the USA. The address of their registered office is: PO Box 91123, Seattle, WA 98111-9223, USA.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.
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In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.3. in the financial statements, which indicates the Company has net liabilities at the year end of £2,051,431. The Company is dependent on the continuing support and funding from group management to continue as a going concern. They have confirmed that they have no current intention to liquidate the company in the foreseeable future or to cease trading and as such have prepared the financial statements on a going concern basis. They will ensure the company is able to meet its liabilities as they fall due and continue in operational existence for a period of at least twelve months from the date of approval of these accounts.
Additionally in note 2.3 the Company has disclosed information about a material uncertainty disclosed in the latest parent company reporting.
As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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The audit report was signed on 30 October 2024 by Andrew Wooding FCA (Senior statutory auditor) on behalf of Menzies LLP.
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