Registered number:
FOR THE YEAR ENDED 30 APRIL 2024
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
COMPANY INFORMATION
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
CONTENTS
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024
The directors present the strategic report for the year ended 30 April 2024.
As noted in the directors’ report, the principal activity of the company was that of an intermediate holding ompany. The principal activity of the company's sole subsidiary company, S & T Audio Limited ('the subsidiary'), was as a retailer of musical instruments and professional audio equipment.
The retail sector is highly competitive, and the subsidiary competes with a wide variety of retailers of varying sizes. Failure to compete in areas such as price, product range, quality and service could have adverse effects on the subsidiary's financial results, which could in turn impact the value of the company's investment in the subsidiary.
This report was approved by the board on 27 February 2025 and signed on its behalf.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2024
The directors present their report and the financial statements for the year ended 30 April 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £2,949,266 (2023 - profit £NIL).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who served during the year were:
The directors continue to monitor the macroeconomic situation via regular detailed sensitivity analysis and scenario modelling. Notwithstanding the challenges presented, the directors intend to continue to develop the business to ensure that it is well placed to benefit from a return to more normal trading conditions.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2024
There have been no significant events affecting the Company since the year end.
The auditors, Langtons Professional Services Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROFESSIONAL MUSIC TECHNOLOGY LIMITED
We have audited the financial statements of Professional Music Technology Limited (the 'Company') for the year ended 30 April 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the 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).
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 Company 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.
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 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.
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.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROFESSIONAL MUSIC TECHNOLOGY LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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 Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROFESSIONAL MUSIC TECHNOLOGY LIMITED (CONTINUED)
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 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:
The objectives of our audit, in respect to fraud, are: • to identify and assess the risks of material misstatement of the financial statements due to fraud; • to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and • to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. Our approach was as follows: • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006), the relevant tax compliance regulations in the UK and the EU General Data Protection Regulation (GDPR). • We understood how the Company is complying with those frameworks by making enquiries of management. Through consideration of the results of our audit procedures we were able to either corroborate or provide contrary evidence which was then followed up. • Based on our understanding we designed our audit procedures to identify non-compliance with laws and regulations. Our procedures involved: enquiries of management; and journal entry testing, with a focus on manual journals indicating large or unusual transactions based on our understanding of the business. • We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting with management to understand where it considered there was susceptibility to fraud. We also considered performance targets and their propensity to influence efforts made by management to manage revenue and earnings. Where the risk was considered to be higher, including areas impacting key performance indicators or management remuneration, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These procedures included those on revenue recognition detailed above, the assessment of items identified by management as non-recurring and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from material fraud or error.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PROFESSIONAL MUSIC TECHNOLOGY LIMITED (CONTINUED)
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.
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.
for and on behalf of
Chartered Accountants
Statutory Auditors
The Plaza
100 Old Hall Street
L3 9QJ
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
REGISTERED NUMBER: 11776929
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 11 to 16 form part of these financial statements.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Professional Music Technology Ltd is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is Venture Point West, 70-72 Evans Road, Liverpool, England, L24 9PB.
The company's principal activities and nature of its operations are disclosed in the directors' report.
2.Accounting policies
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
The financial statements have been prepared on the going concern basis which assumes that the company will be able to continue to trade for a period of at least 12 months from the date of signing these financial statements
While having positive net assets of £2,012,106 (2023 - £4,961,372), the company has net current liabilities of £8,487,894 (2023 - £8,487,894). All of these net current liabilities relate to balances owed to other group companies. Accordingly, the company is reliant on support from both the parent entity and its subsidiary. The directors of these group companies have confirmed, by way of letter of support, that no demand for repayment will be made within 12 months of the approval of the accounts for the year ended 30 April 2024. The trading environment in which the group operates has been challenging as a result of the impact of Brexit on the supply chain, the war in Ukraine and rising UK inflation levels. The rising cost of living and reduction in consumer confidence has led to increased competitive pressures in the sector. The directors have prepared forecasts covering a variety of trading scenarios, all of which show that the group will be able to continue as a going concern. The directors have therefore concluded that the parent entity and its subsidiary are able to support the company. As a consequence of the factors outlined above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the 12 month period from the date of signing these financial statements and therefore have adopted the going concern basis of accounting in preparing the financial statements.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
The Company 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 Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
2.Accounting policies (continued)
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. In the opinion of the directors there are no material judgements or estimates which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities.
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
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PROFESSIONAL MUSIC TECHNOLOGY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024
Profit and loss account
10.Financial commitments, guarantees and contingent liabilities
The loan notes in the wider group in existence during the year were secured by way of fixed and floating charges over the assets the company. The group had secured loans from shareholders of the ultimate parent undertaking, Jamm Co 2019 Ltd, of £NIL (2023 - £6,685,974) and accrued interest of £3,475,646 (2023 - £2,848,419) outstanding at the year end. In addition, the company has provided a guarantee over the loan notes in the wider group to pay any amount due as if it was the principal obligator. The liability across the group as at 30 April 2024 was £3,475,646 (2023 - £9,534,393).
As is disclosed in the financial statements of Jamm Co 2019 Ltd, the £6,685,974 of loan notes referred to above were converted to an equivalent amount of A2 and B2 Preference Shares during the year.
The immediate and ultimate parent undertaking of this company is Jamm Co 2019 Ltd, a company incorporated in England and Wales.
The smallest and largest group in which the results of this company are consolidated are that headed by Jamm Co 2019 Ltd and those accounts can be obtained from its registered office, Venture Point West, 70-72 Evans Road, Liverpool, England, L24 9PB. There is no ultimate controlling party.
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