REGISTERED NUMBER: 02947525 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 31st December 2024

for

PROEL (INTERNATIONAL) LIMITED

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Statement of Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

G Sorbi

REGISTERED OFFICE:

7th Floor, Northern & Shell Building

10 Lower Thames Street

London

EC3R 6AF

REGISTERED NUMBER:

02947525 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Office: Croydon - TC SWP

3rd Floor, Suffolk House

George Street

Croydon

CR0 0YN

The director presents his report with the financial statements of the company for the year ended 31st December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the import and sale of musical equipment.

DIRECTOR

G Sorbi held office during the whole of the period from 1st January 2024 to the date of this report.

GOING CONCERN

Despite making a profit in 2024, the company has accumulated net liabilities. The company retain the financial support of its parent for the foreseeable future. The Directors are continuously reviewing and updating business strategies to ensure the company remains profitable.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director 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), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. 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 company and of the profit or loss of the company 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;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

G Sorbi - Director

2nd December 2025

Opinion

We have audited the financial statements of Proel (International) Limited (the 'company') for the year ended 31st December 2024 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 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2024 and of its profit 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.

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 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. 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 director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.

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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, 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 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 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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 a Report of the Auditors 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

-

We obtained an understanding of the legal and regulatory framework applicable to the entity and the sector in which it operates, through discussions with management and those charged with governance. We identified the financial reporting framework including but not limited to United Kingdom Generally Accepted Accounting Practice and the Companies Act 2006, Data Protection Act 2018, Bribery Act 2010 and tax legislation as being of significance in the context of the company and its ongoing activities.

-

We made enquiries with management and those charged with governance to confirm our understanding that the company continued to comply with the applicable legal and regulatory frameworks, and also to confirm our understanding of the specific policies and procedures enlisted by the company to ensure ongoing compliance.

-

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud may occur, and gained an understanding of the company's policies and procedures on fraud risks through discussion with the company's management.

-

We considered the risk of material misstatement due to fraud as a result of possible management override of controls and improper revenue recognition. In addressing this risk of fraud we have tested the appropriateness of journal entries and other adjustments including a sample of manual journals along with testing revenue recognition and confirming that cut-off is appropriate.

-

We communicated those laws and regulations considered relevant to the company, and potential fraud risks to all engagement team members, and consider that the engagement team had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations, and remained alert to any indications of fraud throughout the audit.

Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Report of the Auditors.

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 a Report of the Auditors 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.

John Millidge (Senior Statutory Auditor)

For and on behalf of TC Group

Statutory Auditor

Office: Croydon - TC SWP

3rd Floor, Suffolk House

George Street

Croydon

CR0 0YN

2nd December 2025

REVENUE

3

286,986

308,902

Cost of sales

(233,925

)

(255,185

)

GROSS PROFIT

53,061

53,717

Administrative expenses

(23,326

)

(33,609

)

OPERATING PROFIT

29,735

20,108

Interest payable and similar expenses

5

-

(535

)

PROFIT BEFORE TAXATION

6

29,735

19,573

Tax on profit

8

-

-

PROFIT FOR THE FINANCIAL YEAR

29,735

19,573

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

29,735

19,573

CURRENT ASSETS

Inventories

9

21,486

55,103

Debtors

10

35,289

87,344

Cash at bank

26,207

155,118

82,982

297,565

CREDITORS

Amounts falling due within one year

11

12,079

19,945

NET CURRENT ASSETS

70,903

277,620

TOTAL ASSETS LESS CURRENT LIABILITIES

70,903

277,620

CREDITORS

Amounts falling due after more than one year

12

422,036

658,488

NET LIABILITIES

(351,133

)

(380,868

)

CAPITAL AND RESERVES

Called up share capital

14

1,000

1,000

Retained earnings

15

(352,133

)

(381,868

)

SHAREHOLDERS' FUNDS

(351,133

)

(380,868

)

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

The financial statements were approved by the director and authorised for issue on 2nd December 2025 and were signed by:

G Sorbi - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

1,000

(401,441

)

(400,441

)

Changes in equity

Total comprehensive income

-

19,573

19,573

Balance at 31st December 2023

1,000

(381,868

)

(380,868

)

Changes in equity

Total comprehensive income

-

29,735

29,735

Balance at 31st December 2024

1,000

(352,133

)

(351,133

)

1.	STATUTORY INFORMATION

Proel (International) 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 preparation

These financial statements have been prepared in accordance with the Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006.

The principal accounting policies adopted in the preparation of the financial statements are set out below.The financial statements have been prepared under the historical cost convention.

The Company presentation and functional currency is GBP £. All figures have been rounded to the nearest £1.

Going Concern

Despite making a profit in 2024, the company has accumulated net liabilities. The company has been promised the financial support of its parent for the foreseeable future.

The directors are continually reviewing and updating the company's strategy and believe that this, along with the continuing financial and operational support of the parent company, will allow the company to be able to meet its liabilities as they fall due for a period of at least 12 months from the date the financial statements were authorised for issue. Accordingly, the directors are satisfied that the financial statements should be prepared on the going concern basis

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

•

the requirements of IFRS 7 Financial Instruments: Disclosures;

•

the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

•

the requirements of paragraph 52 the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases;

the requirements of paragraph 58 of IFRS 16;

•

the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

-

paragraphs 53(a), (h) and (j) of IFRS 16;

-

paragraph 79(a)(iv) of IAS 1;

-

paragraph 73(e) of IAS 16 Property, Plant and Equipment; and

-

paragraph 118(e) of IAS 38 Intangible Assets;

•

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

•

the requirements of

-

paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

-

paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

•

the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

•

the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

•

the requirements of paragraph 74(b) of IAS 16;

•

the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

•

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

•

the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Critical accounting judgements and key sources of estimation uncertainty

Expected credit losses

The company assesses expected credit losses (ECL) on trade and other receivables in accordance with FRS 101. Determining the appropriate level of ECL involves significant judgement and estimation, including consideration of the ageing profile of balances, historical loss experience, probability of customer default, and forward-looking information such as customer creditworthiness and prevailing economic conditions. Management reviews receivables on an individual and collective basis, taking into account past payment behaviour and any indicators of financial difficulty. These assumptions are inherently judgemental, and changes in them could have a material impact on the impairment recognised.

Revenue from sale of goods

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes.

The company recognises revenue when performance obligations have been satisfied and for the company this is when the goods have been delivered to the customer and the customer has control of these.

Financial instruments

The company only enters into basic financial instruments that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors.

Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Income and Retained Earnings.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date.

Inventories

Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Net realisable value represents the estimated selling price less all estimated costs to be incurred in selling and distribution.

Inventories include stock held for resale and stock in transit.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.

Deferred tax is recognised to the extent to which is considered recoverable, in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Trade and other receivables

Trade and other receivables are amounts due from customers for services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets.

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due.

Reserves

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

Retained earnings represent cumulative profits and losses net of dividends paid and other adjustments.

3.

REVENUE

The revenue and profit before taxation are attributable to the one principal activity of the company.

An analysis of revenue by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

277,597

298,202

Europe

9,389

10,700

286,986

308,902

Revenue from contracts with customers

31.12.24

31.12.23

£

£

Revenue from contracts with customers

286,986

308,902

The Revenue reported in the Statement of Comprehensive Income includes contracts to provide musical instruments, stage equipment, sound systems and microphones and headphones. Payments are typically due and received within 30 - 60 days after the completion of the performance obligations. The company has recognised £124,075 (2023: £123,029) for impairment losses on receivables arising from contacts with customers.

Contract balances

31.12.24

31.12.23

£

£

Debtors included in "Trade and other debtors"

50,649

87,229

4.	EMPLOYEES AND DIRECTORS

The company had no staff costs in the current year, or in the prior year.

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Bank interest

-

535

6.	PROFIT BEFORE TAXATION

The profit before taxation is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Cost of inventories recognised as expense

233,925

255,185

Foreign exchange differences

(17,925

)

(11,705

)

7.	AUDITORS' REMUNERATION

31.12.24

31.12.23

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

4,630

4,420

Other non- audit services

820

780

8.

TAXATION

Analysis of tax expense

No liability to UK corporation tax arose for the year ended 31st December 2024 nor for the year ended 31st December 2023.

9.	INVENTORIES

31.12.24

31.12.23

£

£

Finished goods

21,486

55,103

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Trade debtors

35,174

87,229

Prepayments and accrued income

115

115

35,289

87,344

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

£

Bank loans and overdrafts (see note 13)

-

40

Trade creditors

2,730

1,221

Social security and other taxes

(828

)

(828

)

VAT

4,727

14,312

Accruals and deferred income

5,450

5,200

12,079

19,945

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.12.24

31.12.23

£

£

Amounts owed to group undertakings

422,036

658,488

13.

FINANCIAL LIABILITIES - BORROWINGS

31.12.24

31.12.23

£

£

Current:

Bank overdrafts

-

40

Bank loans are not subject to interest, and are temporary in nature, with no set repayment date.

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

£

1,000

Ordinary

£1

1,000

1,000

Ordinary shareholders are entitled to vote in company matters based on the number of shares that they hold and are also entitled to receive dividends which are paid for out of retained earnings.

15.

RESERVES

Retained

earnings

£

At 1st January 2024

(381,868

)

Profit for the year

29,735

At 31st December 2024

(352,133

)

16.	ULTIMATE CONTROLLING PARTY