Financial Statements
Soundmouse Holdings Limited
For the financial year ended 31 December 2023
Registered number: 14015967
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Soundmouse Holdings Limited
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Company Information
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Soundmouse Holdings Limited
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Contents
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Directors' responsibilities statement
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Independent auditor's report
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Statement of comprehensive income
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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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Soundmouse Holdings Limited
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Directors' report
For the financial year ended 31 December 2023
The directors present their report and the financial statements for the financial year ended 31 December 2023.
Principal activities and business review
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The principal activities of the Company are that of an investment holding company. The Company is the holding company of a group involved in providing music reporting services to the broadcasting industry.
The loss for the financial year, after taxation, amounted to £94 (2022: £Nil).
The directors have not recommended a dividend (2022: £Nil).
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
The directors who served during the financial year were:
Dominic Jones (appointed 15 January 2023)
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Richard Constant (appointed 15 January 2023, resigned 18 January 2024)
Charles Hodgkinson (resigned 18 January 2024)
Christopher Mohoney (appointed 15 January 2023, resigned 18 January 2024)
Kirkham Zavieh (resigned 18 January 2024)
Colm O'Carroll (appointed 18 January 2024)
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Statement on relevant audit information
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and
∙the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The Directors have assessed the continued going concern of the Company through their review of annual plans and forecasts, and have come to the conclusion that there is a reasonable expectation that the Company will be able to continue in operational existence for the foreseeable future. The Company has received a letter of support from its ultimate parent company, Hexacorp Ltd and the directors are comfortable with Hexacorp Ltd’s ability to provide support.
Post balance sheet events
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There have been no significant events affecting the Company since the year end.
Page 1
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Soundmouse Holdings Limited
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Directors' report (continued)
For the financial year ended 31 December 2023
The auditor, BDO, were appointed during the financial year and expect to continue in office in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf:
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Colm O’Carroll
Director
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Page 2
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Soundmouse Holdings Limited
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Directors' responsibilities statement
For the financial year ended 31 December 2023
The directors are responsible for preparing the Directors' report and the 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 of the profit or loss of the Company for that period.
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;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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.
This report was approved by the board and signed on its behalf.
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Colm O'Carroll
Director
Date: 28 March 2025
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Soundmouse Holdings Limited
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Independent auditor's report to the members of Soundmouse Holdings Limited
Opinion on the financial statements
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In our opinion the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 December 2023 and of its result 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.
We have audited the financial statements of Soundmouse Holdings Limited (“the Company”) for the year ended 31 December 2023 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity and notes to the financial statements, 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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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 Directors are responsible for the other information. The other information comprises the information included in the Directors report, other than the financial statements and our auditor’s report thereon. 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.
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Soundmouse Holdings Limited
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Independent auditor's report to the members of Soundmouse Holdings Limited (continued)
Other information (continued)
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.
Other Companies Act 2006 reporting
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors’ report has 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 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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; or
∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemptions in preparing the Directors’ report and from the requirement to prepare a Strategic report.
Responsibilities of Directors
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As explained more fully in the Directors' responsibilities statement, 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 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 Company or to cease operations, or have no realistic alternative but to do so.
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Soundmouse Holdings Limited
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Independent auditor's report to the members of Soundmouse Holdings Limited (continued)
Auditor’s responsibilities for the audit of the financial statements
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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 auditor’s 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.
Extent to which the audit was capable of detecting irregularities, including fraud
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:
Non-compliance with laws and regulations
Based on:
∙Our understanding of the Company and the industry in which it operates;
∙Discussion with management and those charged with governance; and
∙Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the applicable accounting framework (United Kingdom Generally Accepted Accounting Practice) and the Companies Act 2006 and relevant tax compliance legislation.
The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation.
Our procedures in respect of the above included:
∙Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;
∙Review of financial statement disclosures and agreeing to supporting documentation.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
∙Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
∙Obtaining an understanding of the Company’s policies and procedures relating to:
°Detecting and responding to the risks of fraud; and
°Internal controls established to mitigate risks related to fraud.
∙Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; and
∙Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.
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Soundmouse Holdings Limited
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Independent auditor's report to the members of Soundmouse Holdings Limited (continued)
Auditor’s responsibilities for the audit of the financial statements (continud)
Extent to which the audit was capable of detecting irregularities, including fraud (continued)
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls.
Our procedures in respect of the above included:
∙Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; and
∙Assessing significant estimates made by management for bias.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s 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 auditor’s 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.
Peter Smithson (Senior statutory auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
Date:28 March 2025
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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Soundmouse Holdings Limited
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Statement of comprehensive income
For the financial year ended 31 December 2023
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Interest receivable and similar income
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All amounts relate to continuing operations.
There was no other comprehensive income for 2023 (2022: €Nil).
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The notes on pages 11 to 18 form part of these financial statements.
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Page 8
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Soundmouse Holdings Limited
Registered number:14015967
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Statement of financial position
As at 31 December 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due after more than one year
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Called up share capital presented as equity
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The Company's financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of FRS102 Section 1A - Small Entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Colm O’Carroll
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The notes on pages 11 to 18 form part of these financial statements.
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Soundmouse Holdings Limited
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Statement of changes in equity
For the financial year ended 31 December 2023
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Comprehensive income for the financial year
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Loss for the financial year
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Shares issued during the financial year
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Statement of changes in equity
For the financial period ended 31 December 2022
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At 1 January 2022 (as previously stated)
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At 1 January 2022 (as restated)
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Shares issued during the financial period
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Shares redeemed during the financial period
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At 31 December 2022 (as restated)
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The notes on pages 11 to 18 form part of these financial statements.
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Page 10
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial year ended 31 December 2023
Soundmouse Holdings Limited (the “Company”) is a private company limited by shares under a registration number 14015967 and is incorporated in the United Kingdom. Its registered address is located at 88 Kingsway, London, England, WC2B 6AA..
The principal activities of the Company are that of an investment holding company. The Company is the holding company of a group involved in providing music reporting services to the broadcasting industry.
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 Section 1A of 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.
The financial statements are presented in GBP (£).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The Company, as a qualifying entity, has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7;
∙the requirements of Section 11 Basic Financial Instruments paragraph 11.41; and
∙the requirements of Section 12 Other Financial Instrument Issues paragraph 12.26.
This information is included in the consolidated financial statements of Hexacorp LTD as at 31 December 2023 and these financial statements may be obtained from The Enclave, 22619 Pacific Coast Hwy Suite B260. Malibu, CA 90265, United States.
The Directors have assessed the continued going concern of the Company through their review of annual plans and forecasts, and have come to the conclusion that there is a reasonable expectation that the Company will be able to continue in operational existence for the foreseeable future. The Company has received a letter of support from its ultimate parent company, Hexacorp Ltd and the directors are comfortable with Hexacorp Ltd’s ability to provide support.
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial 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 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.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Interest income is recognised in profit or loss using the effective interest method.
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 reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial year ended 31 December 2023
2.Accounting policies (continued)
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 reporting date.
Merger reserve includes the excess of fair value of assets acquired as part of a group reconstruction over the nominal value of shares issued in exchange.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements that affect the reported amounts of assets and liabilities at the date of financial statements and the reported amount of income and expenses during the reporting period. Management evaluates its judgements on an ongoing basis. There were no significant judgments in applying the accounting policies and any key sources of estimation uncertainty during the financial year.
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial year ended 31 December 2023
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Profit on ordinary activities before taxation
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The operating profit is stated after charging:
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Auditor's remuneration is being borne by other group companies.
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The Company has no employees other than the directors, who did not receive any remuneration (2022: £Nil).
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Page 14
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial year ended 31 December 2023
7.Taxation (continued)
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Factors affecting tax charge for the financial year
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The tax assessed for the financial year is lower than (2022 - lower than) the standard rate of corporation tax increased from 19% to25% with effect from 1 April 2023 in the UK (2022 - 19%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK increased with effect from 1 April 2023 from 19% to 25% (2022 - 19%)
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Total tax charge for the financial year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Investments in subsidiary companies
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At 1 January 2023 (restated)
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Page 15
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial year ended 31 December 2023
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On the 16th of January 2023, Soundmouse Holdings Limited acquired Adelanka (Pvt) LTD for £113 paid in cash.
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The following were subsidiary undertakings of the company:
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Debtors: Amounts falling due within one year
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Called up share capital not paid
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Cash and cash equivalents
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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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Amounts owed to group undertakings are classed as greater than one year due to an agreement between the parties at the year-end that these will not be repayable until a period after 12 months.
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Page 16
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial year ended 31 December 2023
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Authorised, allotted and called up
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3,400,004 (2022 - 3,400,004) Ordinary A shares of £1.00 each
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5,100,006 (2022 - 5,100,006) Ordinary B shares of £1.00 each
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3,081,575* (2022 - Nil) Ordinary shares of £1.00 each
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Called up share capital presented as equity
Represents the nominal value of shares that have been issued.
*Ordinary shares allotted in exchange for shares in Soundmouse limited.
Merger Reserve
Includes the excess of fair value of assets acquired as part of a group reconstruction over the nominal value of shares issued in exchange.
In the current year, the merger reserve was reduced by £3,081,575 as a result of bonus shares allotted in the year.
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Restatement of prior year financial statements
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The financial statements have been restated to account for a change in management estimates in the
recognition and measurement of account balances. The net impact on the financial statements are reflected below:
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Previously presented
31
December
2022
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As restated
31
December
2022
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The prior year financial statements have been restated as follows:
1. Fixed asset investments has been reduced by £652,000 due to a change in the estimate made by the Directors. The effect of this is to reduce the previously reported merger reserve by £652,000.
Page 17
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Soundmouse Holdings Limited
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Notes to the financial statements
For the financial year ended 31 December 2023
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Related party transactions
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The Company has availed of the exemption under FRS 102, Section 33 'Related Party Disclosures" available to subsidiary undertakings in relation to the disclosure of intergroup related party transactions with its fellow subsidiaries.
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Post balance sheet events
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There have been no significant events affecting the Company since the year end.
The immediate parent company is Hexacorp Ireland Limited. The ultimate parent company and controlling company is Hexacorp LTD, a company registered in Delaware, United States of America. The consolidated financial statements for Hexacorp Limited have been filed with Companies House and are available at the following address; The Enclave, 22619 Pacific Coast Hwy Suite B260, Malibu, CA 90265, United States.
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