The directors present the strategic report for the year ended 30 June 2025.

The principal activity of the company is that of a holding company.

The results for the year are set out on page 8 of the financial statements.

Music Holdings Ltd is a holding company that oversees a portfolio of subsidiary businesses across the film and TV music rights sector. The primary role of the company is to provide strategic guidance, financial oversight, and resource allocation to its subsidiaries.

The holding company's objectives are centered around maximizing the value of its portfolio companies by:

• Providing funding via its external lenders in order to fund acquisitions.

• Providing analysis, due diligence and legal work in relation to any acquisitions

• Optimizing operational efficiencies across its subsidiaries

Future developments

The Group continues to acquire, manage, and licence music rights across various platforms, including film, television, advertising, and digital streaming services. By holding a robust catalogue, maintaining strong relationships with partners, and investing in talent, the Group is committed to maximising the value of its music rights portfolio and delivering long-term growth.

The Group is exposed to a number of business and financial risks from its operating activities. The board of directors is responsible for ensuring that the business risks are actively managed. The business does not trade financial instruments nor does it currently use financial derivatives. The key financial risks are identified below:-

Currency risk - Due to the global nature of the business, with sales and operations in multiple countries, the business is exposed to fluctuations of sterling, against our other trading currencies, namely the Euro and the US Dollar. Currency exposure is managed by matching, as far as possible, income and expenditure in these currencies.

Credit risk - The board manages its credit risk by ensuring that it only engages with counterparties that have high credit ratings. The Company sets and actively monitors credit limits for its counterparties based on reference checks and payment history.

Liquidity (cash flow) risk - The business manages its cash flow to ensure it can meet its obligations and requirements.

Interest rate risk - One of the key financial risks facing the Company is exposure to fluctuations in interest rates on its loan facilities. The Company has a significant portion of its debt financed through variable-rate loans. Increases in interest rates could lead to higher borrowing costs, which may negatively impact cash flow, profitability, and the ability to invest in growth opportunities.

To mitigate this risk, the Company closely monitors movements in interest rates and engages in proactive financial management. In light of current economic conditions and ongoing central bank policies aimed at managing inflation, the Company continues to evaluate the structure of its loan portfolio to ensure it remains aligned with its long-term financial strategy while maintaining sufficient liquidity to meet its obligations.

As Music Holdings Limited is primarily a holding company, it measures performance through the following Group KPIs:

• Consolidated annual income and operating profit before amortisation and exceptional expenses

• Debt levels and liquidity position

• Growth in portfolio company valuations and gross profit

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

The results for the year are set out on page 8.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid.

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

Subsequent to the year end, the company drew down a further $3.8 million of funds under an existing loan facility to support further group acquisitions. This amount was not committed at the balance sheet date and therefore has not been recognised in the financial statements.

In accordance with the company's articles, a resolution proposing that BKL Audit LLP be reappointed as auditor of the company will be put at a General Meeting.

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are 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 directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

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

The directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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.

The strategic report contains details of the principal activity of the Company and includes a business review which provides information on the development of the Company's business during the period, together with details of the risks and uncertainties that affect the Company's business.

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 company’s auditor 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 company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

We have audited the financial statements of Music Holdings Limited (the 'company') for the year ended 30 June 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity 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 company's affairs as at 30 June 2025 and of its loss 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 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 directors' 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 directors 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 strategic report or the directors' report.

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, 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 directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, the directors are 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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 company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations, anti-bribery and anti-corruption laws, 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. We evaluated management's incentives and opportunities for fraud manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries and management bias in accounting estimates. Audit procedures performed by the auditors included:

• discussions with the director, including consideration of known or suspected instances of non compliance with laws and regulations and fraud.

• assessing management's significant judgements and estimates in particular those relating to the recoverability of investments.

• Identifying and testing manual journal entries, in particular any journal entries posted with unclear rationale.

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.

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 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

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

Music Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 9, First Floor, Westworks, 195 Wood Lane, London, W12 7FQ.

The current period figures are presented for the year ended 30 June 2025. The prior year figures are presented for the six-month period from 1 January 2024 to 30 June 2024 and therefore are not entirely comparable.

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 US dollars, which is the functional currency of the company. Monetary amounts 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Music Holdings Limited is a subsidiary of Cutting Edge Group Limited and the results of Music Holdings Limited are included in the consolidated financial statements of Cutting Edge Group Limited. These consolidated financial statements are available from its registered office, Unit 9, First Floor, Westworks, 195 Wood Lane, London, England, W12 7FQ.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

During the period the company made a loss of $14,847,352, however it has net assets of $29,483,817. Furthermore its ultimate parent company Cutting Edge Group Limited and its subsidiary Cutting Edge Music Publishing Limited have several subsidiary undertakings which generate significant revenue. As such Music Holdings Limited is in effect supported by both its ultimate parent company and its subsidiary undertakings.true

The company has access to loan facilities in order to enable the group to continue its expansion through the acquisition of music catalogues. These facilities provide the available resources to continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The company has entered into an administration agreement with a related party, Cutting Edge Group Limited. Under the terms of the administration agreement, Cutting Edge Group Limited will provide management services and transaction support services to the company.

The company recovers these fees from its subsidiary, CEG Media Music Limited, and recognises them as revenue. Transaction support service fees only arise where an opportunity results in a concluded transaction. Therefore, the revenue for such fees is recognised at the point when the transaction is concluded. Management fees are charged as a percentage of income and recognised as the income is earned.

The company considers that it is acting as an agent in this transaction as Cutting Edge Group Limited has the primary responsibility for providing the services to CEG Media Music Limited. Therefore, revenue is presented as net against the management fee and transaction support service expense recognised within administrative expenses on the Income statement.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

A associate is an entity over which the company has significant influence, but not control, typically evidenced by holding between 20% and 50% of the voting rights.

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.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, which include trade and other receivables 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 method 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.

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 the statement of income.

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 the statement of income.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company 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.

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 company after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, 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 payments 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 payables 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 payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

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

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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.

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 income statement, 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 when the company has 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.

Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the company’s accounting policies, the directors are 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.

In preparing the financial statements, the company has exercised judgement in determining whether there are indicators of impairment in relation to its investment in subsidiaries and associate.

The company has obtained an external valuation of the music rights owned by CEG Media Music Limited, a wholly owned subsidiary of Music Midco Limited, which is a wholly owned subsidiary of Music Holdings Limited, and the music rights owned by Cutting Edge Music Publishing Limited, a wholly owned subsidiary of Music Holdings Limited, and its subsidiaries.

The company also obtained external reports providing valuations of the music rights held by the associate CEPG Harmony LP Inc. These reports indicate that the net asset value of the associate is significantly higher than the initial investment, primarily due to the fair value of the music rights exceeding the carrying amount of the investment.

These valuations involve assumptions such as film, television and song growth rates and a discount rate based on the company's weighted average cost of capital. The company has reviewed the results of these valuations and has concluded that the value of the music rights is higher than the carrying amount of the investment in subsidiaries recognised in the Statement of Financial Position. Therefore, the company has determined that there are no indicators of impairment as at the reporting date.

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

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

Details of the company's subsidiaries at 30 June 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Details of the company's associates at 30 June 2025 are as follows:

At the balance sheet date Music Holdings Limited had 2 bank loans, 1 with Fifth Third Bank and 1 with Northleaf Capital Partners (Canada) Ltd. The Fifth Third Bank loan of $152,237,683 is repayable on 2 April 2029 and carries an interest rate of SOFR + 2.85%. The Northleaf Capital Partners (Canada) Ltd loan of $77,112,500 is repayable over the period until 31 July 2029 and carries an interest rate of SOFR + 8.10%

There is a cross party guarantee in respect of the bank loans which has been provided by the subsidiaries of Music Holdings Limited.

A Ordinary shares have attached to them full voting rights. They have attached to them full dividend rights once the preference shares have been redeemed in full. They have attached to them full capital distribution (including on winding up) rights.

Deferred shares have attached to them no voting rights nor dividend rights, and have reduced capital distribution rights.

Preference shares have attached to them no voting rights, are interest bearing and are the senior ranking class of shares in the company. They have attached to them full dividend rights until redeemed and full capital distribution (including on winding up) rights.

Subsequent to the year end, the company drew down a further $3.8 million of funds under an existing loan facility to support further group acquisitions. This amount was not committed at the balance sheet date and therefore has not been recognised in the financial statements.

The company has taken advantage of the exemption available in accordance with Section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions entered into between two or more members of a group, as the company is a wholly owned subsidiary undertaking of the group to which it is party to the transactions.

The company paid a total of $200,000 (2024 - $200,000) to its parent company in respect of legal and professional fees.

At 30 June 2025 the company owed $230,298 (2024 - $250,000) to non-wholly owned subsidiaries.

At 30 June 2025 the company owed $597,160 (2024 - $262,074) to its parent company.

The company's ultimate parent company is Cutting Edge Group Limited, a company incorporated in England and Wales with registered office of Unit 9, First Floor, Westworks, 195 Wood Lane, London, England, W12 7FQ.