REGISTERED NUMBER: 06648924 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2024

for

Soundreef Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTORS:

Mr A Berwick

Mr F Danieli

Mr C R Law

REGISTERED OFFICE:

5th Floor

10 Brook Street

Mayfair

London

W1S 1BG

REGISTERED NUMBER:

06648924 (England and Wales)

AUDITORS:

Nordens Audit Limited

The Retreat

406 Roding Lane South

Woodford Green

Essex

IG8 8EY

The directors present their strategic report for the year ended 31 December 2024.

REVIEW OF BUSINESS

Fair Review of the business

The loss is primarily due legal dispute with SIAE to the effect of higher losses compare to the previous year.

The average number of employees is similar to previous year and the overall staff engagement has been measured using a range of indicators including staff turnover, which is lower compared to past years, both giving indication of an increased level of activity and commitment towards the company.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive pressure in the company’s core markets is a constant risk that could result in the company losing sales to key competitors and margins being eroded. This risk is managed by working closely with customers to provide high quality projects, timely delivery and advanced solutions.

OPERATING RISK

The main operational risks to which the company is exposed are grouped as:

- Risk associated with procurement. Unsuccessful projects will end-up having a significant effect on the productivity. The company minimizes this risk via carefully selecting its projects, with a keen eye on quality and reliability and with the aim of building solid relationships. In addition, detailed planning and set objectives are proving to be a successful guide through this.

- People risk: Brexit, has increased the risk of high staff turnover and the corresponding loss of key people. Implementing more advanced operational schemes has helped the company face this risk keeping it to low levels despite the external events affecting the demand worldwide.

ON BEHALF OF THE BOARD:

Mr A Berwick - Director

31 December 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Mr A Berwick

Mr F Danieli

Mr C R Law

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

-	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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director 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, Nordens Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr A Berwick - Director

31 December 2025

Opinion

We have audited the financial statements of Soundreef Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 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 31 December 2024 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 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have 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 Strategic Report or the Report of the Directors.

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 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 directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

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.

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

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

LORRAINE CURTIS FCCA (Senior Statutory Auditor)

for and on behalf of Nordens Audit Limited

The Retreat

406 Roding Lane South

Woodford Green

Essex

IG8 8EY

31 December 2025

TURNOVER

15,342,014

12,944,726

Cost of sales

13,905,615

12,109,710

GROSS PROFIT

1,436,399

835,016

Administrative expenses

2,970,616

1,820,363

OPERATING LOSS

4

(1,534,217

)

(985,347

)

Interest payable and similar expenses

5

5,464

153,000

LOSS BEFORE TAXATION

(1,539,681

)

(1,138,347

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(1,539,681

)

(1,138,347

)

LOSS FOR THE YEAR

(1,539,681

)

(1,138,347

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,539,681

)

(1,138,347

)

FIXED ASSETS

Tangible assets

7

1,074

1,555

CURRENT ASSETS

Debtors

8

21,608,323

14,833,110

Cash at bank

877,947

1,081,181

22,486,270

15,914,291

CREDITORS

Amounts falling due within one year

9

22,932,963

14,958,620

NET CURRENT (LIABILITIES)/ASSETS

(446,693

)

955,671

TOTAL ASSETS LESS CURRENT LIABILITIES

(445,619

)

957,226

PROVISIONS FOR LIABILITIES

10

96,425

486,008

NET (LIABILITIES)/ASSETS

(542,044

)

471,218

CAPITAL AND RESERVES

Called up share capital

11

1,903,483

1,903,483

Share premium

12

628,689

628,689

Revaluation reserve

12

(25,817

)

(25,817

)

Other reserves

12

7,588,009

7,061,590

Retained earnings

12

(10,636,408

)

(9,096,727

)

SHAREHOLDERS' FUNDS

(542,044

)

471,218

The financial statements were approved by the Board of Directors and authorised for issue on 31 December 2025 and were signed on its behalf by:

Mr A Berwick - Director

Called up

share

Retained

Share

capital

earnings

premium

€

€

€

Balance at 1 January 2023

1,903,483

(7,958,380

)

628,689

Changes in equity

Total comprehensive income

-

(1,138,347

)

-

Balance at 31 December 2023

1,903,483

(9,096,727

)

628,689

Changes in equity

Total comprehensive income

-

(1,539,681

)

-

Balance at 31 December 2024

1,903,483

(10,636,408

)

628,689

Revaluation

Other

Total

reserve

reserves

equity

€

€

€

Balance at 1 January 2023

(25,817

)

4,620,000

(832,025

)

Changes in equity

Total comprehensive income

-

2,441,590

1,303,243

Balance at 31 December 2023

(25,817

)

7,061,590

471,218

Changes in equity

Total comprehensive income

-

526,419

(1,013,262

)

Balance at 31 December 2024

(25,817

)

7,588,009

(542,044

)

Cash flows from operating activities

Cash generated from operations

1

(197,770

)

(274,446

)

Interest paid

(5,464

)

(153,000

)

Net cash from operating activities

(203,234

)

(427,446

)

Decrease in cash and cash equivalents

(203,234

)

(427,446

)

Cash and cash equivalents at beginning of year

2

1,081,181

1,508,627

Cash and cash equivalents at end of year

2

877,947

1,081,181

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

€

€

Loss before taxation

(1,539,681

)

(1,138,347

)

Depreciation charges

482

482

Decrease in related party balances

(465,839

)

(2,288,590

)

Decrease in other provisions

(389,583

)

337,694

Increase in other reserves

526,419

2,441,590

Finance costs

5,464

153,000

(1,862,738

)

(494,171

)

Increase in trade and other debtors

(6,775,213

)

(2,187,620

)

Increase in trade and other creditors

8,440,181

2,407,345

Cash generated from operations

(197,770

)

(274,446

)

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

€

€

Cash and cash equivalents

877,947

1,081,181

Year ended 31 December 2023

31.12.23

1.1.23

€

€

Cash and cash equivalents

1,081,181

1,508,627

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

€

€

€

Net cash

Cash at bank

1,081,181

(203,234

)

877,947

1,081,181

(203,234

)

877,947

Total

1,081,181

(203,234

)

877,947

1.	STATUTORY INFORMATION

Soundreef Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements are prepared in Euro, which is the functional currency of the entity.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for services rendered, net of discounts and Value Added Tax. Turnover represents amounts earned from managing the rights of songwriters and music publishers worldwide.

Tangible fixed assets

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Plant and machinery- Straight line over 5 years

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

2024

2023

€

€

Wages and salaries

189,993

186,454

Social security costs

46,606

51,435

236,599

237,889

The average number of employees during the year was as follows:

2024

2023

2

2

2024

2023

€

€

Directors' remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging:

2024

2023

€

€

Other operating leases

-

1,500

Depreciation - owned assets

481

482

Foreign exchange differences

258

35

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

€

€

Interest payable

5,464

153,000

6.

TAXATION

Analysis of the tax charge

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

7.	TANGIBLE FIXED ASSETS

Plant and

machinery

€

COST

At 1 January 2024

and 31 December 2024

2,410

DEPRECIATION

At 1 January 2024

855

Charge for year

481

At 31 December 2024

1,336

NET BOOK VALUE

At 31 December 2024

1,074

At 31 December 2023

1,555

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

€

€

Trade debtors

-

3,173,857

Other debtors

701,778

597,586

VAT

-

426,132

Prepayments and accrued income

20,906,545

10,635,535

21,608,323

14,833,110

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

€

€

Trade creditors

74,078

31,412

Amounts owed to group undertakings

-

465,838

Social security and other taxes

62,770

61,662

VAT

53,209

-

Other creditors

18,467,715

11,705,393

Accruals and deferred income

4,275,191

2,694,315

22,932,963

14,958,620

10.	PROVISIONS FOR LIABILITIES

2024

2023

€

€

Other provisions

96,425

486,008

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

€

€

1,900,000

Ordinary shares

€1

1,900,000

1,900,000

288,292

Ordinary shares

£0.01

3,483

3,483

1,903,483

1,903,483

12.

RESERVES

Retained

Share

Revaluation

Other

earnings

premium

reserve

reserves

Totals

€

€

€

€

€

At 1 January 2024

(9,096,727

)

628,689

(25,817

)

7,061,590

(1,432,265

)

Deficit for the year

(1,539,681

)

(1,539,681

)

Transfer to capital contrib'n

-

-

-

526,419

526,419

At 31 December 2024

(10,636,408

)

628,689

(25,817

)

7,588,009

(2,445,527

)

13.	CONTINGENCIES

In relation to the legal dispute with SIAE(Italian Association of Authors and Editors), the company in august 2024 has been ordered by judgment to pay €1,003,100, plus interest for a total amount of €1,416,946. This liability towards SIAE has been fully settled in October 2024, and the related provision has been released. Nonetheless, the Company has filed an appeal, as it believes there are valid grounds to recover part of the amount paid.

As at 31 December 2022, there are six lawsuits filed by Spanish collection agencies AGEDI and AIE against some of the Company's clients, for a total amount of approximately €216,000. The Directors of the Company are aware that, in the event of an unfavourable decision, there is the possibility that the Company will be required to compensate the clients for any related losses. However, it is difficult at this stage to ascertain the outcome of the lawsuits or any settlement amount. No provision has been made in respect of these lawsuits in view of these uncertainties.

14.	RELATED PARTY DISCLOSURES

As a wholly owned subsidiary, the company is exempt under Section 1A of FRS 102 from the requirement to disclose transactions with its parent and other wholly owned subsidiaries of the group headed by Soundreef S.p.A.

15.	ULTIMATE CONTROLLING PARTY

The ultimate parent company is Soundreef S.p.A., a company based in Italy (Via Alessandro Manzoni,3, 20121 Milan).