The director presents the strategic report for the period ended 25 June 2024.

The group is principally engaged in the promotion and exploitation of various services and productions of the artists collectively known as Queen. In assessing the performance of the group, the director considers that success is determined by the level of sales from which the group derives its profit and hence the group's key performance indicators are considered to be the level of turnover and the net profit margin for the year.

During the year turnover decreased by £7,828,937 which led to a decrease in profit before tax. This is mostly

attributable to the period being a nine month period compared to the comparative year which was a twelve month

period. Despite the decrease in turnover, the net profit margin increased by 6%.

Since the reporting date, there has been a change in ownership of the group. As a result, certain operating costs have been eliminated leading to an anticipation that the company will generate improved profit going forward.

The group uses a variety of financial instruments including cash deposits and net trade debtors arising from its operations. The main purpose of these financial instruments is to provide working capital for the group's operations. Given the nature of the group's operations and the financial instruments in existence the group is exposed to very limited credit or liquidity risk.

Credit risk

The group's principal credit risk arises from its trade debtors. In order to manage the credit risk associated with this the director reviews payment plans on a regular basis.

Liquidity risk

The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs

and to invest cash assets safely and profitably.

The director believes that the core gross income from royalties will continue to be generated in the immediate future at a satisfactory level.

The director uses many performance indicators to monitor the performance of the group. They regard the following as the key financial indicators of performance, all of which can be observed in the attached financial statements.

Turnover: £31,644,363 (2023: £39,473,300)

Profit before tax: £17,642,812 (2023: £19,649,442)

Net profit margin: 56% (2023: 50%)

The net profit margin is calculated as a percentage of profit before tax over turnover.

The net profit margin has increased when compared with the prior year which was in line with the director's expectations and they are satisfied with the overall results for the year.

On behalf of the board

The director presents his annual report and financial statements for the period ended 25 June 2024.

The results for the period are set out on page 7.

Dividends of £3,661,272 were paid during the period (2023: £19,646,413).

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

The auditor, Sopher + Co LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

• select suitable accounting policies and then apply them consistently;

• make judgements 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 group and company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The director is responsible for the maintenance and integrity of the company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The director hatrues included principal risks and uncertainties in the Strategic report and that information is not repeated here under S414c of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the director has taken all the necessary steps that they ought to have taken as director in order to make themself aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Queen Productions Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 25 June 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows 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).

In our opinion the financial statements:

• give a true and fair view of the state of the Group's and the parent Company's affairs as at 25 June 2024 and of the Group's profit for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information included in the Group Strategic Report and Directors' Report and our Auditors' 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent Company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.

Irregularities, including fraud, are instances of non‑compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non‑compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non‑compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the Group and the Company through discussions with directors and other management, and from our commercial knowledge and experience of the audio and visual sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and the Company, including the Companies Act 2006, taxation legislation and data protection, anti‑bribery, employment, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non‑compliance throughout the audit.

We assessed the susceptibility of the Group and the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

• considering the internal controls in place to mitigate risks of fraud and non‑compliance with laws and regulations; and

• understanding the design of the Group and the Company’s remuneration policies.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non‑compliance with laws and regulations, we designed procedures which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation;

• reading the minutes of meetings of those charged with governance;

• enquiring of management as to actual and potential litigation and claims; and

• reviewing correspondence with HMRC, relevant regulators and the Company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non‑compliance. Auditing standards also limit the audit procedures required to identify non‑compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by s408 Companies Act 2006, the company has not presented its own Statement of Comprehensive Income and related notes. The company’s profit after tax for the year was £12,686,805 (2023: £15,111,044).

Queen Productions Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2 Canal Reach, London, N1C 4DB.

The Group's principal activities during the year continued to be the exploitation of the audio, visual and ancillary activities relating to the band, Queen.

The Group consists of Queen Productions Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The principal accounting policies adopted are set out below.

The consolidated financial statements incorporate those of Queen Productions Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

All financial statements are made up to 25 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the time of approving the financial statements, the director hatrues a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

The accounting period for the group has been shortened to reflect the position of the group prior to the change in ownership. The comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

Turnover is measured at the fair value of the consideration received or receivable and represents amounts for services provided net of discounts and VAT.

Income from services is recognised when they are performed and entitlement has arisen under the terms of the contract.

Royalties are recognised on receipt or as rights are utilised on an accruals basis where sufficient reliable information is available. Royalty income audit settlements are not booked as income until amounts arising from such claims are received by the group.

Performance fees are recognised on the date of the performance.

Film licensing income is recognised on an accruals basis where sufficient reliable information is available.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment is considered a long-life asset if it has an expected useful life of 25 years or more.

Investments in subsidiaries are measured at cost less accumulated impairment.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

In the application of the group’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Management applies judgement in evaluating the recoverability of debtors. This judgement is based on the ageing profile of debtors and historical experience. To the extent that the directors believe debtors not to be recoverable they have been provided for in the financial statements.

An analysis of the group's turnover is as follows:

The comparative figures have been amended to correct the analysis of turnover by class for the group. Royalty income of £1,234,282 was previously classed as Other income, this has been reclassified as Royalties so that it is comparable with the current period figures.

The turnover and profit before tax are attributable to the promotion and exploitation of various services and productions of the artists collectively known as Queen. Given the nature of the company's activities, any analysis of turnover between different geographical markets is impracticable to determine and would in any case be of little meaning or relevance.

The average monthly number of persons (including directors) employed by the group and company during the period was:

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and a hybrid rate of tax as follows:

Details of the company's subsidiaries at 25 June 2024 are as follows:

* held indirectly via Queen Theatrical Productions Limited

** held indirectly via Queen Touring Limited

All subsidiary undertakings of the Company are incorporated in England & Wales, other than Queen Extravaganza Inc., which is incorporated in the USA.

The registered office for all subsidiary companies excluding Queen Extravaganza Inc. is 2 Canal Reach, London, N1C 4DB. The registered office of Queen Extravaganza Inc. is 25 Madison Avenue, New York, NY 10010, USA.

Included within the group prepayments and accrued income is an amount of £2,364,736 (2023: £321,833) due by related parties in respect of royalties and service fees. Also included within the group prepayments and accrued income is £2,666 (2023: £nil) due by key management personnel.

Included within the company prepayments and accrued income is an amount of £124,289 (2023: £65,872) due by related parties in respect of royalties and service fees. Also included within the company prepayments and accrued income is £2,666 (2023: £nil) due by key management personnel.

Included within the group accruals is an amount of £3,654.353 (2023: £4,151,014) due to related parties in respect of royalties and service fees. Also included within the group accruals is £13,220 (2023: £85,023) due to key management personnel.

Included within the company accruals is an amount of £2,218,802 (2023: £3,362,321) due to related parties in respect of royalties and service fees. Also included within the company accruals is £13,220 (2023: £85,023) due to key management personnel.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

The different classes of shares carry equal rights in respect of dividends and capital. The holders can receive dividends at differing rates with the unanimous agreement of all shareholders.

Called up share capital represents the nominal value of shares that have been issued.

Profit and loss account includes all current and prior period distributable retained profits and losses.

The company has taken advantage of the exemption as provided by Section 33, Related Party Disclosures, not to disclose transactions with fellow wholly owned group companies included within the group financial statements.

During the period the group entered into the following transactions with related parties:

The other related parties are related by virtue of common control held by the directors. During the year other related party sales were mainly in respect of royalties received, furthermore other related party purchases were predominately in respect of royalties payable and service charges.

The following amounts were outstanding at the reporting end date:

The following amounts were outstanding at the reporting end date:

The amounts due to and from related parties are included in trade creditors and trade debtors respectively.

All related party balances are unsecured, interest free and repayable on demand.

Dividends totalling £2,814,772 (2023: £15,571,829) were paid in the period in respect of shares held by the company's directors.

Throughout the period the shareholders at that time, as a body, were considered to be the controlling party of the group.

Since the reporting date, the company’s ultimate controlling party changed to SMG-One LLC, a company incorporated in the United States of America. Their registered office is 25 Madison Avenue, New York, United States of America, 10010. This is a non-adjusting post balance sheet event, as a result the financial statements and related notes are prepared based on the control of the company that existed at the reporting date.