Company registration number 07509083 (England and Wales)
ED SHEERAN LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ED SHEERAN LIMITED
COMPANY INFORMATION
Director
E Sheeran
Company number
07509083
Registered office
1 Berry Street
London
EC1V 0AA
Auditor
L&C LLP
City Bridge House
57 Southwark Street
London
SE1 1RU
Business address
Hardwick & Morris LLP
1 Berry Street
London
EC1V 0AA
ED SHEERAN LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2
Director's responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Company statement of cash flows
14
Notes to the financial statements
15 - 29
ED SHEERAN LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The director presents the strategic report for the year ended 31 December 2024.

Review of the business

| 2024 | 2023 | 2022
| £ | £ | £
Turnover | 25,731,599 | 49,963,064 | 23,686,165
Profit before tax | 4,315,108 | 36,501,915 | 16,333,603

The performance of the group is measured by reference to turnover and the level of artist activity. Revenue during the year significantly decreased on the prior year due to the release of an album in the prior year. Administrative costs have also remained in line with turnover.

The group had a net asset position at the balance sheet date of £9,206,318, a decrease of £38,685,925 in 2024.

Future developments

Going forward the group's turnover is expected to remain strong, but it will be dependant on the artist's continued success.

Principal risks and uncertainties

As the artist has a high profile within the music industry there is a risk that legal action may be raised against the company. Currently there are no provisions within the accounts in this respect.

Due to worldwide popularity the group is exposed to the risk of foreign exchange rates due to royalties being received in foreign currencies and in particular US dollars. To mitigate this risk the group monitors exchange rates regularly and takes appropriate action as necessary.

On behalf of the board

E Sheeran
Director
8 December 2025
ED SHEERAN LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The director presents his annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that of writing, recording and production of music.

Results and dividends

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

Ordinary dividends were paid amounting to £40,945,000. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

E Sheeran
Auditor

L&C LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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 directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the small companies regime.

On behalf of the board
E Sheeran
Director
8 December 2025
ED SHEERAN LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

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

United Kingdom company law requires the director to prepare financial statements for each financial year. Under that law, the director has elected to prepare the group and parent company 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 parent 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 U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ED SHEERAN LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ED SHEERAN LIMITED
- 4 -
Opinion

We have audited the financial statements of Ed Sheeran Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, 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, the company statement of cash flows and notes to the financial statements, including 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 31 December 2024 and of the group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is 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 our audit:

- T he information given in the strategic report and the director's r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the director's report have been prepared in accordance with applicable legal requirements.

ED SHEERAN LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ED SHEERAN LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the director's r eport.

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.

Responsibilities of director

As explained more fully in the director's r esponsibilities s tatement, 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 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 director either intends to liquidate the group or parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's 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 an auditor's 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 financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

- Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;

- Reading minutes of meetings of those charged with governance;

- Obtaining and reading correspondence from legal and regulatory bodies including HMRC;

- Identifying and testing journal entries;

- Challenging assumptions and judgements made by management in their significant accounting estimates.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

ED SHEERAN LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ED SHEERAN LIMITED
- 6 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Caroline Harding FCCA (Senior Statutory Auditor)
For and on behalf of L&C LLP, Statutory Auditor
Chartered Certified Accountants
City Bridge House
57 Southwark Street
London
SE1 1RU
8 December 2025
ED SHEERAN LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
25,731,599
49,963,064
Administrative expenses
(17,876,574)
(14,105,772)
Operating profit
4
7,855,025
35,857,292
Share of results of associates
-
(50)
Interest receivable and similar income
7
1,081,136
644,688
Interest payable and similar expenses
8
(71,053)
(15)
Amounts written off investments
9
(4,550,000)
-
Profit before taxation
4,315,108
36,501,915
Tax on profit
10
(2,056,068)
(8,415,815)
Profit for the financial year
2,259,040
28,086,100
Profit for the financial year is all attributable to the owner of the parent company.
ED SHEERAN LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
£
£
Profit for the year
2,259,040
28,086,100
Other comprehensive income
Currency translation gain taken to retained earnings
35
-
0
Cash flow hedges gain arising in the year
-
0
-
0
Total comprehensive income for the year
2,259,075
28,086,100
Total comprehensive income for the year is all attributable to the owner of the parent company.
ED SHEERAN LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
186,869
207,632
Other intangible assets
12
11,350,000
12,846,000
Total intangible assets
11,536,869
13,053,632
Tangible assets
13
500,726
76,144
Investment property
14
-
0
853,443
12,037,595
13,983,219
Current assets
Debtors
18
57,946,416
19,625,360
Cash at bank and in hand
6,348,176
34,159,023
64,294,592
53,784,383
Creditors: amounts falling due within one year
19
(67,125,869)
(19,875,359)
Net current (liabilities)/assets
(2,831,277)
33,909,024
Net assets
9,206,318
47,892,243
Capital and reserves
Called up share capital
21
1
1
Profit and loss reserves
9,206,317
47,892,242
Total equity
9,206,318
47,892,243

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved and signed by the director and authorised for issue on 8 December 2025
08 December 2025
E Sheeran
Director
Company registration number 07509083 (England and Wales)
ED SHEERAN LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
11,350,000
12,846,000
Tangible assets
13
479,946
20,060
Investment property
14
-
0
853,443
Investments
15
2,012
51
11,831,958
13,719,554
Current assets
Debtors
18
58,295,382
19,611,050
Cash at bank and in hand
6,179,792
34,152,824
64,475,174
53,763,874
Creditors: amounts falling due within one year
19
(66,869,787)
(19,567,788)
Net current (liabilities)/assets
(2,394,613)
34,196,086
Net assets
9,437,345
47,915,640
Capital and reserves
Called up share capital
21
1
1
Profit and loss reserves
9,437,344
47,915,639
Total equity
9,437,345
47,915,640

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £2,466,705 (2023 - £28,109,497 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved and signed by the director and authorised for issue on 8 December 2025
08 December 2025
E Sheeran
Director
Company registration number 07509083 (England and Wales)
ED SHEERAN LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
1
33,956,142
33,956,143
Year ended 31 December 2023:
Profit and total comprehensive income
-
28,086,100
28,086,100
Dividends
11
-
(14,150,000)
(14,150,000)
Balance at 31 December 2023
1
47,892,242
47,892,243
Year ended 31 December 2024:
Profit for the year
-
2,259,040
2,259,040
Other comprehensive income:
Currency translation differences
-
35
35
Total comprehensive income
-
2,259,075
2,259,075
Dividends
11
-
(40,945,000)
(40,945,000)
Balance at 31 December 2024
1
9,206,317
9,206,318
ED SHEERAN LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
1
33,956,142
33,956,143
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
28,109,497
28,109,497
Dividends
11
-
(14,150,000)
(14,150,000)
Balance at 31 December 2023
1
47,915,639
47,915,640
Year ended 31 December 2024:
Profit and total comprehensive income
-
2,466,705
2,466,705
Dividends
11
-
(40,945,000)
(40,945,000)
Balance at 31 December 2024
1
9,437,344
9,437,345
ED SHEERAN LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
17,054,370
19,167,724
Interest paid
(71,053)
(15)
Income taxes paid
(605,684)
(9,432,425)
Net cash inflow from operating activities
16,377,633
9,735,284
Investing activities
Purchase of intangible assets
-
(13,107,632)
Purchase of tangible fixed assets
(628,094)
(82,150)
Purchase of investment property
-
(853,443)
Proceeds from disposal of investment property
853,443
-
Purchase of associates
-
(50)
Repayment of loans
(4,550,000)
-
Interest received
1,081,136
644,688
Net cash used in investing activities
(3,243,515)
(13,398,587)
Financing activities
Dividends paid to equity shareholders
(40,945,000)
(14,150,000)
Net cash used in financing activities
(40,945,000)
(14,150,000)
Net decrease in cash and cash equivalents
(27,810,882)
(17,813,303)
Cash and cash equivalents at beginning of year
34,159,023
51,972,326
Effect of foreign exchange rates
35
-
0
Cash and cash equivalents at end of year
6,348,176
34,159,023
ED SHEERAN LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
16,894,290
18,889,500
Interest paid
(71,053)
(15)
Income taxes paid
(605,684)
(9,432,425)
Net cash inflow from operating activities
16,217,553
9,457,060
Investing activities
Purchase of intangible assets
-
0
(12,900,000)
Purchase of tangible fixed assets
(628,094)
(17,748)
Purchase of investment property
-
0
(853,443)
Proceeds from disposal of investment property
853,443
-
0
Purchase of subsidiary
(1,961)
(1)
Purchase of associate
-
0
(50)
Repayment of loans
(4,550,000)
-
0
Interest received
1,081,027
644,680
Net cash used in investing activities
(3,245,585)
(13,126,562)
Financing activities
Dividends paid to equity shareholders
(40,945,000)
(14,150,000)
Net cash used in financing activities
(40,945,000)
(14,150,000)
Net decrease in cash and cash equivalents
(27,973,032)
(17,819,502)
Cash and cash equivalents at beginning of year
34,152,824
51,972,326
Cash and cash equivalents at end of year
6,179,792
34,152,824
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
1
Accounting policies
Company information

Ed Sheeran Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Berry Street, London, EC1V 0AA.

The group consists of Ed Sheeran Limited and all of its subsidiaries.

1.1
Basis of preparation

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 a mounts in these financial statements are rounded to the nearest £.

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

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Ed Sheeran Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 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 g roup.

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

A t the time of approving the financial statements, t he director has a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he director continues to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

Turnover consists of recording, publishing and producer's royalties and advances and other sundry income which are all net of VAT and trade discounts. Royalties receivable are recorded using the accruals basis of accounting based on statement date, where unspecified, the date of receipt of cash.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Copyright
10 years
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.9
Tangible fixed assets

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
25% straight line
Fixtures and fittings
25% straight line
Computers
25% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.11
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.13
Cash and cash equivalents

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.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ 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

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 m ethod 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.

ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

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.

Derecognition of financial assets

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.

Classification of financial liabilities

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

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 paymen ts 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. Amounts payable 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.

ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

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

Current 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

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.

ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

2
Judgements and key sources of estimation uncertainty

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.

There are no material estimates or judgements within the accounts.

3
Turnover and other revenue
2024
2023
£
£
Other revenue
Interest income
1,081,136
644,688

The total turnover of the group for the year has been derived from its principal activity undertaken worldwide. It is not possible to differentiate between territories due to the nature of the transactions.

4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging:
Exchange losses
66,795
169,503
Research and development costs
-
915
Fees payable to the group's auditor for the audit of the group's financial statements
15,000
5,000
Depreciation of tangible fixed assets
203,512
21,167
Amortisation of intangible assets
1,516,763
1,496,000
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
5
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Employees
7
3
2
2

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
375,625
145,717
247,174
142,570
Social security costs
12,577
-
-
-
Pension costs
3,340
1,321
1,321
1,321
391,542
147,038
248,495
143,891
6
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
12,570
12,570
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
1,081,092
444,928
Other interest income
44
199,760
Total income
1,081,136
644,688
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
1,081,092
444,928
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
8
Interest payable and similar expenses
2024
2023
£
£
Other finance costs:
Other interest
71,053
15
9
Amounts written off investments
2024
2023
£
£
Amounts written off current loans
(4,550,000)
-
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,873,240
8,415,815
Adjustments in respect of prior periods
182,828
-
0
Total current tax
2,056,068
8,415,815

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

2024
2023
£
£
Profit before taxation
4,315,108
36,501,915
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
1,078,777
8,585,250
Tax effect of expenses that are not deductible in determining taxable profit
808,241
22,975
Unutilised tax losses carried forward
-
0
(4,201)
Adjustments in respect of prior years
182,828
-
0
Double tax relief
-
0
(182,828)
Group relief
(27,803)
(427)
Permanent capital allowances in excess of depreciation
8,826
(4,954)
Amortisation on assets not qualifying for tax allowances
5,199
-
0
Taxation charge
2,056,068
8,415,815
11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
40,945,000
14,150,000
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
12
Intangible fixed assets
Group
Goodwill
Copyright
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
207,632
14,960,000
15,167,632
Amortisation and impairment
At 1 January 2024
-
0
2,114,000
2,114,000
Amortisation charged for the year
20,763
1,496,000
1,516,763
At 31 December 2024
20,763
3,610,000
3,630,763
Carrying amount
At 31 December 2024
186,869
11,350,000
11,536,869
At 31 December 2023
207,632
12,846,000
13,053,632
Company
Copyright
£
Cost
At 1 January 2024 and 31 December 2024
14,960,000
Amortisation and impairment
At 1 January 2024
2,114,000
Amortisation charged for the year
1,496,000
At 31 December 2024
3,610,000
Carrying amount
At 31 December 2024
11,350,000
At 31 December 2023
12,846,000
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
13
Tangible fixed assets
Group
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
19,524
244,919
22,075
286,518
Additions
-
0
626,668
1,426
628,094
At 31 December 2024
19,524
871,587
23,501
914,612
Depreciation and impairment
At 1 January 2024
2,057
186,244
22,073
210,374
Depreciation charged in the year
8,733
194,420
359
203,512
At 31 December 2024
10,790
380,664
22,432
413,886
Carrying amount
At 31 December 2024
8,734
490,923
1,069
500,726
At 31 December 2023
17,467
58,675
2
76,144
Company
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 January 2024
200,041
22,075
222,116
Additions
626,668
1,426
628,094
At 31 December 2024
826,709
23,501
850,210
Depreciation and impairment
At 1 January 2024
179,983
22,073
202,056
Depreciation charged in the year
167,849
359
168,208
At 31 December 2024
347,832
22,432
370,264
Carrying amount
At 31 December 2024
478,877
1,069
479,946
At 31 December 2023
20,058
2
20,060
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
14
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 January 2024
853,443
853,443
Disposals
(853,443)
(853,443)
At 31 December 2024
-
-
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
1,962
1
Investments in associates
17
-
0
-
0
50
50
-
0
-
0
2,012
51
Movements in fixed asset investments
Company
Shares in subsidiaries and associates
£
Cost or valuation
At 1 January 2024
51
Additions
1,961
At 31 December 2024
2,012
Carrying amount
At 31 December 2024
2,012
At 31 December 2023
51
16
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Fat Punt (Drinks) Limited
1 Berry Street, London EC1V 0AA
Ordinary
100.00
Gingerbread HQ Limited
1 Berry Street, London EC1V 0AA
Ordinary
100.00
Gingerbread HQ Inc
USA
Ordinary
100.00
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
17
Associates

Details of associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
That Dive Bar Portobello Limited
1 Berry Street, London EC1V 0AA
Ordinary
50
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
122,061
630,375
122,062
616,295
Corporation tax recoverable
2,754,939
4,205,269
2,754,939
4,205,269
Other debtors
54,423,546
111,747
54,777,669
111,747
Prepayments and accrued income
645,870
14,677,969
640,712
14,677,739
57,946,416
19,625,360
58,295,382
19,611,050
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Trade creditors
10,718
185,170
10,718
184,726
Corporation tax payable
54
-
0
-
0
-
0
Other taxation and social security
22,308
12,777
16,525
12,777
Other creditors
61,802,044
667,250
61,444,538
361,023
Accruals and deferred income
5,290,745
19,010,162
5,398,006
19,009,262
67,125,869
19,875,359
66,869,787
19,567,788
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
3,340
1,321

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
22
Financial commitments, guarantees and contingent liabilities

Proceedings have been brought against Ed Sheeran Limited. It is impracticable to make an estimation of the financial effect, timing of the outflow or possibility of any reimbursement.

23
Related party transactions

HAYAGOTATOURBOI Touring LLP is a related party as E Sheeran is a director and shareholder in Ed Sheeran Limited and a partner in HAYAGOTATOURBOI Touring LLP.

During the year, Ed Sheeran Limited transferred funds over to cover expenses on behalf of HAYAGOTATOURBOI Touring LLP in the sum of £10,094,109 (2023: £2,008,575). During the year, HAYAGOTATOURBOI Touring LLP transferred funds over to cover expenses on behalf of Ed Sheeran Limited in the sum of £29,437,090 (2023: £2,268,381). At the balance sheet date the sum of £nil (20 23: £259,806) was due back to HAYAGOTATOURBOI Touring LLP.

At the balance sheet date, the sum of £61,400,517 (2023: £64,955) is due to the director.

24
Cash generated from group operations
2024
2023
£
£
Profit after taxation
2,259,040
28,086,100
Adjustments for:
Share of results of associates and joint ventures
-
50
Taxation charged
2,056,068
8,415,815
Finance costs
71,053
15
Investment income
(1,081,136)
(644,688)
Amortisation and impairment of intangible assets
1,516,763
1,496,000
Depreciation and impairment of tangible fixed assets
203,512
21,167
Other gains and losses
4,550,000
-
Movements in working capital:
Increase in debtors
(39,771,386)
(14,303,779)
Increase/(decrease) in creditors
47,250,456
(3,902,956)
Cash generated from operations
17,054,370
19,167,724
ED SHEERAN LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
25
Cash generated from operations - company
2024
2023
£
£
Profit after taxation
2,466,705
28,109,497
Adjustments for:
Taxation charged
2,056,014
8,415,815
Finance costs
71,053
15
Investment income
(1,081,027)
(644,680)
Amortisation and impairment of intangible assets
1,496,000
1,496,000
Depreciation and impairment of tangible fixed assets
168,208
12,849
Other gains and losses
4,550,000
-
Movements in working capital:
Increase in debtors
(40,134,662)
(14,289,469)
Increase/(decrease) in creditors
47,301,999
(4,210,527)
Cash generated from operations
16,894,290
18,889,500
26
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
34,159,023
(27,810,882)
35
6,348,176
27
Analysis of changes in net funds - company
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
34,152,824
(27,973,032)
6,179,792
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