REGISTERED NUMBER: 05396726 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Naxos Audio Books (UK) Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

K Heymann

A Anderson

SECRETARY:

J McClure

REGISTERED OFFICE:

3rd Floor

Forum House

41-51 Brighton Road

Redhill

Surrey

RH1 6YS

REGISTERED NUMBER:

05396726 (England and Wales)

AUDITORS:

Deeks Evans Audit Services Limited

Statutory Auditor

First Floor, West Barn

North Frith Farm, Ashes Lane, Hadlow

Tonbridge

Kent

TN11 9QU

FIXED ASSETS

Intangible assets

4

406,329

400,430

Tangible assets

5

-

1,172

406,329

401,602

CURRENT ASSETS

Debtors

6

2,985,969

2,563,498

Cash at bank

179,513

166,708

3,165,482

2,730,206

CREDITORS

Amounts falling due within one year

7

308,010

247,269

NET CURRENT ASSETS

2,857,472

2,482,937

TOTAL ASSETS LESS CURRENT LIABILITIES

3,263,801

2,884,539

CAPITAL & RESERVES

Called up share capital

1

1

Retained earnings

3,263,800

2,884,538

SHAREHOLDERS' FUNDS

3,263,801

2,884,539

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 18 August 2025 and were signed on its behalf by:

A Anderson - Director

1.	STATUTORY INFORMATION

Naxos Audio Books (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

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

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 related 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 8 to the financial statements indicates group debtor balances of £2,319,377 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 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:

-

Downloading and streaming services: provision of 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 companies' 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.

Intangible assets

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. The costs comprise recording costs incurred in producing master recordings for physical and digital distribution. Intangible assets are amortised on a straight line basis over a period of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures & fittings

-

5 years

Computer equipment

-

3 years

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, in which cases, the gains or losses are also 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 a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

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 4 (2023 - 5 ) .

4.	INTANGIBLE FIXED ASSETS

Recording

costs

£

COST

At 1 January 2024

2,846,673

Additions

154,522

Disposals

(33

)

At 31 December 2024

3,001,162

AMORTISATION

At 1 January 2024

2,446,243

Amortisation for year

148,590

At 31 December 2024

2,594,833

NET BOOK VALUE

At 31 December 2024

406,329

At 31 December 2023

400,430

5.	TANGIBLE FIXED ASSETS

Fixtures

Computer

& fittings

equipment

Totals

£

£

£

COST

At 1 January 2024

and 31 December 2024

1,348

15,767

17,115

DEPRECIATION

At 1 January 2024

1,348

14,595

15,943

Charge for year

-

1,172

1,172

At 31 December 2024

1,348

15,767

17,115

NET BOOK VALUE

At 31 December 2024

-

-

-

At 31 December 2023

-

1,172

1,172

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

475,053

481,397

Other group companies

2,319,377

1,943,458

Other debtors

146,820

110,227

Prepayments & accrued income

44,719

28,416

2,985,969

2,563,498

Other group companies balances outstanding at 31 December 2024 were as follows: -

2024

2023

£

£

Naxos of America Inc.

2,154,223

1,786,187

Naxos Digital US

118,931

99,389

Naxos Rights (Europe) Limited

-

57,780

Naxos Deutschland Musik & Vertriebs GmbH

-

102

Naxos Music UK Limited

46,223

-

2,319,377

1,943,458

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

60,157

70,259

Other group companies

134,290

71,339

Other creditors

-

94

Accruals & deferred income

113,563

105,577

308,010

247,269

Details of balances for parent and group companies balances outstanding at 31 December 2024 were as follows: -

2023

2023

£

£

Naxos Music UK Limited

-

12,345

Naxos Global Distribution

1,754

28

Naxos Rights (Europe) Limited

114,531

Naxos Deutschland Musik &Vertriebs GmbH

19

-

Naxos Rights US

-

688

HnH International Ltd

17,986

58,278

134,290

71,339

8.	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

9.	RELATED PARTY DISCLOSURES

The value of group purchases and expenses purchased by the company during the year was £516,285 (2023 : £480,706). Sales to companies within the group amounted to £1,911,197 (2023: £1,800,443). Service charge income has been to charged to other group companies £29,901 (2023: £54,971).

The related company balances are shown in more detail in note 8, debtors and note 9, creditors.

10.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Naxos Audiobooks Limited, a company registered in Hong Kong. The ultimate controlling party is Desun Holding Ltd , 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.