REGISTERED NUMBER: 10250890 (England and Wales)

Financial Statements for the Year Ended 31 December 2024

for

Naxos Rights (Europe) Ltd

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

K Heymann

Mrs E M L Lei

M Lutzweiler

SECRETARY:

J McClure

REGISTERED OFFICE:

3rd Floor

Forum House

41-51 Brighton Road

Redhill

Surrey

RH1 6YS

REGISTERED NUMBER:

10250890 (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

3,488,234

3,638,418

Tangible assets

5

18,763

23,762

Investments

6

675,000

675,000

4,181,997

4,337,180

CURRENT ASSETS

Stocks

406,975

419,732

Debtors

7

2,336,672

2,076,887

Cash at bank

278,707

135,867

3,022,354

2,632,486

CREDITORS

Amounts falling due within one year

8

20,940,783

18,975,538

NET CURRENT LIABILITIES

(17,918,429

)

(16,343,052

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(13,736,432

)

(12,005,872

)

CAPITAL & RESERVES

Called up share capital

550,000

550,000

Retained earnings

(14,286,432

)

(12,555,872

)

SHAREHOLDERS' FUNDS

(13,736,432

)

(12,005,872

)

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 19 August 2025 and were signed on its behalf by:

M Lutzweiler - Director

1.	STATUTORY INFORMATION

Naxos Rights (Europe) Ltd 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 at group level in relation to going concern and 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 10 to the financial statements indicate group debtor balances of £719,044 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.

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:

Sale of goods is recognised on the transfer of risks and rewards of ownership, which generally coincides with the time when goods are delivered to customers and title has passed.

Royalty income is recognised on receipt of statements from licensees.

Download, streaming income and service income are recognised when services are rendered.

Subscription income is recognised 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.

Licencing income and royalty income are recognised as revenue based on the contract terms.

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.

Computer equipment

-

20% on cost

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.

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 and loss account.

3.	EMPLOYEES AND DIRECTORS

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

4.	INTANGIBLE FIXED ASSETS

Patents

and

licences

£

COST

At 1 January 2024

13,067,166

Additions

1,214,298

Disposals

(10,039

)

At 31 December 2024

14,271,425

AMORTISATION

At 1 January 2024

9,428,748

Amortisation for year

1,354,443

At 31 December 2024

10,783,191

NET BOOK VALUE

At 31 December 2024

3,488,234

At 31 December 2023

3,638,418

5.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

At 1 January 2024

40,191

Disposals

(3,098

)

At 31 December 2024

37,093

DEPRECIATION

At 1 January 2024

16,429

Charge for year

4,999

Eliminated on disposal

(3,098

)

At 31 December 2024

18,330

NET BOOK VALUE

At 31 December 2024

18,763

At 31 December 2023

23,762

6.	FIXED ASSET INVESTMENTS

Unlisted

investments

£

COST

At 1 January 2024

and 31 December 2024

675,000

NET BOOK VALUE

At 31 December 2024

675,000

At 31 December 2023

675,000

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

Arc Music Productions International Limited

Registered office: Unit C3, Moor Hall, Sandhawes Hill, East Grinstead, West Sussex, England, RH19 3NR

Nature of business: Sound recording and music publishing activities

%

Class of shares:

holding

Ordinary Shares

100.00

2024

2023

£

£

Aggregate capital and reserves

245,605

250,659

Profit for the year

70,396

18,567

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

975,914

482,937

Other group companies

719,044

809,005

Other debtors

27,169

66,548

Prepayments & accrued income

614,545

718,397

2,336,672

2,076,887

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

872,927

569,808

Parent company

15,157,770

14,528,739

Other group companies

4,637,639

3,529,765

Social security & other taxes

27,758

158

Accrued expenses

244,689

347,068

20,940,783

18,975,538

9.	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

10.	RELATED PARTY DISCLOSURES

The value of group purchases and expenses purchased by the company during the year was £2,052,097 (2023 : £2,843,893), this includes fixed asset additions of £306,988 (2023: £288,787). Sales to companies within the group amounted to £1,510,130 (2023: £2,586,467).

Balances outstanding at the year end were as follows:

2024

2023

£

£

Amounts owed by other group companies

Naxos of America Inc

346,872

265,963

Naxos Global Logistics GmbH

-

217,470

Naxos Japan

5,462

6,389

Naxos Audio books (UK) Ltd

114,531

-

ARC Music Production International Limited

24,042

59,602

Naxos Digital Services US Inc

177,112

225,282

Naxos Sweden AB

934

56

Naxos Finland OY

3,099

538

Naxos Rights US

879

-

Naxos Denmark

10,445

448

Naxos (Beijing) Culture & communication

33,506

33,257

Naxos Deutschland

2,162

-

Amount owed to parent company

Naxos Rights International Limited (Hong Kong)

15,157,770

14,528,739

Amounts owed to other group companies

HNH International Ltd

2,589,755

1,659,461

Naxos Rights US Inc

-

40

Naxos Music UK Limited

1,287,588

916,440

Naxos Deutschland

-

148,251

Naxos Global Distribution

365,408

355,531

Naxos Digital Services

394,314

388,274

K & A Productions Ltd

-

3,988

Naxos Audio books (UK) Ltd

-

57,780

Ondine OY

574

-

Mr Heymann is common director of the Company's holding company and related companies

11.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Naxos Rights International 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.