REGISTERED NUMBER: 02619679 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Naxos Music UK Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

K Heymann

M Lutzweiler

SECRETARY:

J McClure

REGISTERED OFFICE:

3rd Floor

Forum House

41-51 Brighton Road

Redhill

Surrey

RH1 6YS

REGISTERED NUMBER:

02619679 (England and Wales)

SENIOR STATUTORY AUDITOR:

Richard Young

AUDITORS:

Deeks Evans Audit Services Limited

Statutory Auditor

First Floor, West Barn

North Frith Farm, Ashes Lane, Hadlow

Tonbridge

Kent

TN11 9QU

FIXED ASSETS

Tangible assets

4

83,178

97,918

Investments

5

192,743

192,743

275,921

290,661

CURRENT ASSETS

Stocks

6

370,121

350,333

Debtors

7

3,492,149

3,277,837

Cash at bank and in hand

220,863

182,999

4,083,133

3,811,169

CREDITORS

Amounts falling due within one year

8

1,118,558

836,730

NET CURRENT ASSETS

2,964,575

2,974,439

TOTAL ASSETS LESS CURRENT LIABILITIES

3,240,496

3,265,100

CAPITAL & RESERVES

Called up share capital

11

100,000

100,000

Retained earnings

12

3,140,496

3,165,100

SHAREHOLDERS' FUNDS

3,240,496

3,265,100

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 20 August 2025 and were signed on its behalf by:

M Lutzweiler - Director

1.	STATUTORY INFORMATION

Naxos Music UK Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared in conformity with the principles applicable to a going concern basis. The applicability of these principles is dependent upon continued availability of adequate finance in the future in view of the group's net current liabilities. There is a material uncertainty at group level relation to this condition that may cast significant doubt on the Group's ability to continue as a going concern and, therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Note 11 and note 18 to the financial statements indicate group debtor balances of £2,363,914 which are treated as recoverable.

Critical accounting estimates and judgements

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

Revenue recognition

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

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

Nature of goods or services

The nature of the goods or services provided by the company is as follows:

-

Sale of products: digital sale of musical works on retail website and sale of compact discs and DVDs

-

Downloading and streaming services: provision of music subscriptions services via downloading or streaming

-

Licensing services: licensing of sound recordings and other intellectual property

-

Royalty services: administers and remits payment of mechanical royalties from underlying compositions contained on products licensed, owned, and/or controlled by its customers

Identification of performance obligations

At contract inception, the company assesses the goods or services promised in a contract with a customer and identifies as a performance obligation each promise to transfer to the customer either:

(a)

a good or service (or a bundle of goods or services) that is distinct; or

(b)

a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer.

A good or service that is promised to a customer is distinct if both of the following criteria are met:

(a)

the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e. the good or service is capable of being distinct); and

(b)

the company's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e. the promise to transfer the good or service is distinct within the context of the contract).

Timing of revenue recognition

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

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

(a)

the customer simultaneously receives and consumes the benefits provided by the company's performance as the company performs;

(b)

the company's performance creates or enhances an asset (for example, work in progress) that the customer controls as the asset is created or enhanced; or

(c)

the company's performance does not create an asset with an alternative use to the company and the company has an enforceable right to payment for performance completed to date

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

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

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

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

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

Tangible fixed assets

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

Plant & machinery

- 3 & 5 years

Fixtures & fittings

- over the period of the lease

Motor vehicles

- 4 years

Computer equipment

- 3 years

Improvements to property

- over the period of the lease

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Foreign exchange gains and losses resulting from the retranslating of non-monetary items carried at fair value are recognised in profit or loss except for those arising on the retranslating of non-monetary items in respect of which gains and losses are recognised directly in equity,

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

-

Assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting period;

-

Income and expenses for each statement of comprehensive income are translated at average exchange rate;

-

All resulting exchange differences arising from the above translation and exchange differences arising from a monetary item that forms part of the company's net investment in a foreign operation are recognised as a separate component of equity.

Leasing commitments

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

Pension costs and other post-retirement benefits

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

Fixed asset investments

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

Financial instruments

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2023 - 16 ) .

4.	TANGIBLE FIXED ASSETS

Improvements

to

Plant &

Fixtures

property

machinery

& fittings

£

£

£

COST

At 1 January 2024

68,918

3,290

42,178

Additions

860

-

-

Disposals

-

-

-

At 31 December 2024

69,778

3,290

42,178

DEPRECIATION

At 1 January 2024

9,189

3,290

22,141

Charge for year

7,092

-

4,218

Eliminated on disposal

-

-

-

At 31 December 2024

16,281

3,290

26,359

NET BOOK VALUE

At 31 December 2024

53,497

-

15,819

At 31 December 2023

59,729

-

20,037

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 January 2024

17,890

146,533

278,809

Additions

-

6,332

7,192

Disposals

-

(11,187

)

(11,187

)

At 31 December 2024

17,890

141,678

274,814

DEPRECIATION

At 1 January 2024

14,890

131,381

180,891

Charge for year

-

10,622

21,932

Eliminated on disposal

-

(11,187

)

(11,187

)

At 31 December 2024

14,890

130,816

191,636

NET BOOK VALUE

At 31 December 2024

3,000

10,862

83,178

At 31 December 2023

3,000

15,152

97,918

5.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2024

and 31 December 2024

192,743

NET BOOK VALUE

At 31 December 2024

192,743

At 31 December 2023

192,743

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

Ondine OY

Registered office: Vanha Helsingintie 18A, 00700 Helsinki, Finland.

Nature of business: Recording & sales of music goods

%

Class of shares:

holding

Ordinary

97.67

2024

2023

£

£

Aggregate capital and reserves

526,184

507,506

Profit for the year

28,266

48,446

6.

STOCKS

2024

2023

£

£

Goods for resale

370,121

350,333

In addition to its own stocks detailed above, the company holds stock on consignment of £1,103,969 (2023: £1,163,226) valued at current selling prices less the company's margin. Title to the goods remains with the consignors and the company bears no liability until the stock has been sold.

7.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

926,505

908,393

Other debtors

1,000

84,008

Other group companies

2,363,914

2,033,687

Deferred tax asset

Accelerated capital allowances

60,943

60,943

Accrued income

66,429

117,043

Prepayments

60,692

61,097

3,479,483

3,265,171

Amounts falling due after more than one year:

Other debtors

12,666

12,666

Aggregate amounts

3,492,149

3,277,837

Other debtors due after more than one year includes a rent deposit of £12,666 (2023: £12,666) relating to a 10 year lease on a property which expires in September 2032.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

458,697

228,847

Social security & other taxes

200,954

125,342

Other creditors

890

91

Other group companies

278,786

101,843

Accruals

179,231

380,607

1,118,558

836,730

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

48,133

48,133

Between one and five years

192,531

192,531

In more than five years

132,364

180,497

373,028

421,161

10.	DEFERRED TAX

£

Balance at 1 January 2024

(60,943

)

Balance at 31 December 2024

(60,943

)

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100,000

Ordinary

£1

100,000

100,000

12.

RESERVES

Retained

earnings

£

At 1 January 2024

3,165,100

Deficit for the year

(24,604

)

At 31 December 2024

3,140,496

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

The Report of the Auditors was unqualified.

Richard Young (Senior Statutory Auditor)

for and on behalf of Deeks Evans Audit Services Limited

14.	PENSION COMMITMENTS

The company operates defined contribution pension schemes. Contributions due and paid for the year amounted to £26,812 (2023: £28,469).

15.	RELATED PARTY DISCLOSURES

The value of group products and services purchased by the company during the year was £674,647 (2023 : £1,357,659). Sales to companies within the group amounted to £1,439,145 (2023: £1,487,657). Interest has been charged on amounts owing by parent and other group companies totalling £58,266 (2023: £63,297).

Balances outstanding at 31 December 2024 were as follows: -

2024

2023

£

£

Amounts due from other group companies:-

Naxos Rights International Limited

Current account

630,942

630,942

Trade accounts

271,319

213,053

902,261

843,995

Other trade accounts: -

Naxos Audio Books (UK) Limited

-

12,345

Naxos Rights (Europe) Ltd

1,287,588

916,440

Naxos Global Logistics GmbH

-

51,166

Naxos of America Inc.

71,690

81,624

Naxos Digital Services US Inc

-

3,654

Select Audio-Visual Distribution Company Pty Ltd

102,375

122,776

Naxos Deutschland Musik

-

1,687

2,363,914

2,033,687

Amounts due to other group companies:-

Naxos Audio Books (UK) Limited

46,223

-

HNH International Ltd

117,014

21,722

Naxos Deutschland

1,778

-

Naxos Digital Services US Inc

5,583

-

Naxos Rights US Inc

94,413

78,367

ARC Music Productions International Ltd

10,290

60

Naxos Norway AS

-

6

Naxos Denmark ApS

32

112

Naxos Global Distribution ROHQ

820

219

Ondine Oy

2,633

1,357

278,786

101,843

16.	ULTIMATE CONTROLLING PARTY

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

The results for the year of the company are included in the group financial statements of Angelina Assets Limited (a BVI company) for the year ended 31 December 2024. The Company's registered office is located at Vistra Corporate Services Centre, Wickham's Cay II,Road Town, Tortola, VG1110, British Virgin Islands.

The group financial statements are not publicly available.