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Registration number: 16398648

Sound of Spring Limited Annual Report and Consolidated Financial Statements for the Period from 22 April 2025 to 31 January 2026
Brebners Chartered Accountants & Statutory Auditor 130 Shaftesbury Avenue London W1D 5AR

Sound of Spring Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 8
Consolidated Income Statement | 9
Consolidated Statement of Financial Position | 10
Statement of Financial Position | 11
Consolidated Statement of Changes in Equity | 12
Statement of Changes in Equity | 13
Consolidated Statement of Cash Flows | 14
Notes to the Financial Statements | 15 to 30

Sound of Spring Limited

Company Information

Directors | S Arnold J Sealey S George W McGonagle R Tory

Registered office | Kings House 9-10 Haymarket London SW1Y 4BP

Auditors | Brebners Chartered Accountants & Statutory Auditor 130 Shaftesbury Avenue London W1D 5AR

Sound of Spring Limited

Strategic Report for the period from 22 April 2025 to 31 January 2026

The directors present their strategic report for the period from 22 April 2025 to 31 January 2026.

Principal activity

The principal activity of the group is that of the provision of design and consultancy services to the sound industry and the sale and hire of sound equipment and installation services.

Fair review of the business

On 30 January 2026, the company acquired its subsidiary undertakings in a management buyout (MBO), resulting in the transfer of ownership of those companies to their senior management team.
The principal activity of the company is that of a holding company. The principal activity of the trading subsidiary undertakings is that of the provision of design and consultancy services to the sound industry and the sale and hire of sound equipment and installation services. The group continues to occupy a key place within the market, with the group generating increased revenue and continuing profitability.
Given the nature of the parent company's business in the period, there is no turnover or profit or loss. The subsidiaries of the group were acquired on 30 January 2026. As there were no material transactions between the acquisition date and the reporting date of 31 January 2026, the consolidated Income Statement does not include any results of the subsidiaries for the period.

The group's key financial and other performance indicators during the period were turnover, gross profit and gross profit margin.
The main trading subsidiary, Autograph Sound Recording Limited, reported the following key performance indicators for the year ended 31 January 2026:

Financial KPIs | Unit | 2026
Turnover | £ | 17,720,158
Gross profit | £ | 7,811,795
Gross profit margin | % | 44

Outlook

The group continues to occupy a key place within the market. The strength of the subsidiary undertakings' post-Covid recovery and continued strength thereafter has reinforced and increased the respect we hold within our industry. We continue to source new work and we have diversified in certain areas of the industry to satisfy new customers. These changes combined with the move to new premises and the management buyout will make the group stronger in the face of adversity in the future.

Future developments

Improved organisation structures internally alongside the MBO and new premises mean that how the group approaches work has revolutionised the capability to do big projects which will continue to help growth, while the
continued use of new software for tracking and accountancy has also helped better manage future projects.
Continuing to be proactive on new projects and requesting information earlier is also helping the planning and organisation which in turn allows the management of our financial positions in more detail.

Sound of Spring Limited

Strategic Report for the period from 22 April 2025 to 31 January 2026

Financial instruments

The group uses basic financial instruments other than derivatives, comprising bank balances, trade creditors, trade debtors, and hire purchase agreements. The main purpose of these instruments is to finance the group's operations.
Some subsidiary undertakings are also exposed to the group composite guarantee, in which they are potentially liable for the loans of other related companies.
It is, and has been throughout the period under review, the group policy that no trading in financial instruments shall be undertaken.

Principal risks and uncertainties

There are a few main factors which affect the group's current and future position in the market. Although manufacturing lead times continue to improve, they still are not back to the schedules of pre Covid. The employment of skilled full-time labour or freelance labour is still a concern- there continues to be a lack of competent people in the industry post Covid, something we are internally working on constantly.
The group has exposure to three main areas of risk: liquidity risk, customer credit exposure and interest rate risk. Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments concerned is shown below.
In respect of bank balances, the liquidity risk is managed through regular cash flow forecasting and monitoring.
The group has entered into several hire purchase agreements. These have fixed monthly repayments and the group manages the liquidity risk by ensuring there are sufficient funds to meet the payments.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
Global economic uncertainty could have an effect on future turnover but the group feels able to manage this risk by virtue of the move into alternative areas of sound provision and experiences, and managing its access to equipment by way of proactive control over its own large stock resource enabling the continued provision of high quality equipment to its customers.

Summary

The Board continuously monitors for and responds to changes in the group's risk environment thereby ensuring that the group remains well placed to address operational, reputational, financial and business risks
in a timely and appropriate manner.

Approved and authorised by the Board on 27 July 2026 and signed on its behalf by:

......................................... S Arnold Director

Sound of Spring Limited

Directors' Report for the Period from 22 April 2025 to 31 January 2026

The directors present their report and the for the period from 22 April 2025 to 31 January 2026.

Incorporation

The company was incorporated on 22 April 2025.

Directors of the group

The directors who held office during the period were as follows:

S Arnold (appointed 22 April 2025)

J Sealey (appointed 14 January 2026)

S George (appointed 14 January 2026)

W McGonagle (appointed 14 January 2026)

R Tory (appointed 14 January 2026)

Principal Activity

The principal activity of the group is that of the provision of design and consultancy services to the sound industry and the sale and hire of sound equipment and installation services.

Dividends

The directors do not recommend payment of a dividend.

Disclosure of information included in the Strategic Report

The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments and financial risk management and exposure.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 27 July 2026 and signed on its behalf by:

......................................... S Arnold Director

Sound of Spring Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

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

• | state whether applicable UK 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Sound of Spring Limited

Independent Auditor's Report to the Members of Sound of Spring Limited

Opinion

We have audited the financial statements of Sound of Spring Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 22 April 2025 to 31 January 2026, which comprise the Consolidated Income Statement, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 January 2026 and of the group's results for the period 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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Sound of Spring Limited

Independent Auditor's Report to the Members of Sound of Spring Limited

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 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 directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 5], 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.

Auditor 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.

Sound of Spring Limited

Independent Auditor's Report to the Members of Sound of Spring Limited

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Based on our understanding of the Group and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws, health and safety legislation and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the group is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the group’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection and understanding of legal costs; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
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, collusion, omission, misrepresentation or forgery.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.

......................................
Helen Evans (Senior Statutory Auditor)
For and on behalf of Brebners, Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

28 July 2026

Sound of Spring Limited

Consolidated Income Statement for the Period from 22 April 2025 to 31 January 2026

| 2026 £
Turnover | -
Gross profit/(loss) | -
Operating profit/(loss) | -
Profit/(loss) before tax | -
Profit/(loss) for the financial period | -

The subsidiaries of the Group were acquired on 30 January 2026. As there were no material transactions between the acquisition date and the reporting date of 31 January 2026, the consolidated Income Statement does not include any results of the subsidiaries for the period.

The group has no recognised gains or losses for the period other than the results above.

Sound of Spring Limited

Consolidated Statement of Financial Position as at 31 January 2026

| Note | 2026 £
Fixed assets |  |
Negative goodwill | 6 | (4,207,296)
Tangible assets | 7 | 16,365,754
Current assets |  |
Stocks | 10 | 889,004
Debtors | 11 | 1,430,949
Cash at bank and in hand |  | 1,725,528
|  | 4,045,481
Creditors: Amounts falling due within one year | 13 | (9,381,416)
Net current liabilities |  | (5,335,935)
Total assets less current liabilities |  | 6,822,523
Creditors: Amounts falling due after more than one year | 13 | (5,199,582)
Provisions for liabilities | 15 | (1,205,324)
Net assets |  | 417,617
Capital and reserves |  |
Called up share capital | 16 | 417,617
Shareholders' funds |  | 417,617

Approved and authorised by the Board on 27 July 2026 and signed on its behalf by:

......................................... S Arnold Director

Company registration number: 16398648

Sound of Spring Limited

Statement of Financial Position as at 31 January 2026

| Note | 2026 £
Fixed assets |  |
Investments | 8 | 8,620,166
Current assets |  |
Debtors | 11 | 1
Cash at bank and in hand |  | 99
|  | 100
Creditors: Amounts falling due within one year | 13 | (3,991,430)
Net current liabilities |  | (3,991,330)
Total assets less current liabilities |  | 4,628,836
Creditors: Amounts falling due after more than one year | 13 | (4,211,219)
Net assets |  | 417,617
Capital and reserves |  |
Called up share capital | 16 | 417,617
Shareholders' funds |  | 417,617

The company made no profit or loss for the financial period.

Approved and authorised by the Board on 27 July 2026 and signed on its behalf by:

......................................... S Arnold Director

Company registration number: 16398648

Sound of Spring Limited

Consolidated Statement of Changes in Equity for the Period from 22 April 2025 to 31 January 2026
Equity attributable to the parent company

| Share capital £ | Retained earnings £ | Total £ | Total equity £
New share capital subscribed | 417,617 | - | 417,617 | 417,617
At 31 January 2026 | 417,617 | - | 417,617 | 417,617

Sound of Spring Limited

Statement of Changes in Equity for the Period from 22 April 2025 to 31 January 2026

| Share capital £ | Retained earnings £ | Total £
New share capital subscribed | 417,617 | - | 417,617
At 31 January 2026 | 417,617 | - | 417,617

Sound of Spring Limited

Consolidated Statement of Cash Flows for the Period from 22 April 2025 to 31 January 2026

| Note | 2026 £
Cash flows from operating activities
Profit/(loss) for the period |  | -
Net cash flow from operating activities |  | -
Cash flows from investing activities |  |
Purchase of subsidiary (net of cash acquired) | 8 | 1,725,429
Cash flows from financing activities |  |
Proceeds from issue of ordinary shares, net of issue costs |  | 99
Net increase in cash and cash equivalents |  | 1,725,528
Cash and cash equivalents at 22 April 2025 |  | -
Cash and cash equivalents at 31 January 2026 |  | 1,725,528

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Kings House
9-10 Haymarket
London
SW1Y 4BP

The principal activity of the company is a holding company. The principal activity of the group is that of the provision of design and consultancy services to the sound industry and the sale and hire of sound equipment and installation services.

2 | Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Summary of disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following disclosure exemptions available under FRS 102:
a) No cash flow statement has been presented.
b) Disclosures in respect of financial instruments have not been presented.
c) Disclosures in respect of key management personnel compensation in total have not been presented.
The company has taken advantage of the exemption in section 408 of the Companies Act from presenting its individual profit and loss account.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 January 2026.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Disclosure of long or short period

These financial statements relate to the period from 22 April 2025 to 31 January 2026.

Going concern

As at 31 January 2026, the group headed by the company had net assets of £417,617, including cash at bank of £1,725,528, but net current liabilities amounting to £5,335,935. Included within current liabilities is deferred income of £3,840,217 in respect of pre-paid hire income attributable to the 12 months following the statement of financial position date, of which £1,098,601 is not refundable. The deferred income balance does not give rise to a corresponding future cash outflow.
The latest unaudited management accounts show that the group has continuing profitability subsequent to the year end. The cashflow position for the year ahead demonstrates that the group has sufficient working capital for a period exceeding 12 months from the approval of the financial statements.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events, that are believed to be reasonable under the circumstances.
Other than those involving estimations there are no judgements that management has made in the process of applying the entity's accounting policies that have a significant effect on the amounts recognised in the financial statements.
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:.

・Depreciation and impairment of fixed assets
The company exercises judgement to determine the useful lives and residual values of audio equipment and these assets are depreciated down to their residual values over their estimated lives. The company also exercises judgement in its review for indicators of impairment and the impact upon the useful economic lives and residual values (see depreciation policy below). When assessing the above management consider their knowledge of the market place, all commercial factors and historical experience.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale and hire of sound equipment and provision of design and consultancy services in the ordinary course of the group's activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The group recognises revenue from the sale of sound equipment, normally on delivery when:
- The significant risks and rewards of ownership of the sound equipment have been transferred to the buyer;
- The amount of revenue can be reliably measured;
- It is probable that future economic benefits will flow to the entity.
The group recognises revenue from the hire of sound equipment and rendering of design and consultancy services in the period to which the services relate.
Royalties are recognised in the period to which they relate.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

There was no consolidated tax expense for the period. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Plant and machinery | 12.5% to 33.3% on cost
Fixtures and fittings | 15% to 50% on cost
Motor vehicles | 25% on cost
Audio equipment | 8.33% to 50% on cost
Leasehold property | over the remaining life of the lease

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Where there is a subsequent increase in expected useful life, the impairment provision is reversed to the extent that the assets are restated at the net book value they would have been stated at should the relevant impairment loss not have occurred. An impairment review is carried out and provision made accordingly even if events or changes in circumstances indicate that the carrying value, being measured by applying discount factor of 2.5% above base to relevant cash flows of fixed assets, may not be recoverable.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Negative goodwill

Negative goodwill arising on an acquisition is recognised on the face of the statement of financial position on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class | Amortisation method and rate
Negative goodwill | Straight line over 5 years

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the average cost method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the income statement over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.
Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Hire purchase contracts

Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at cost. The asset is then depreciated over its useful life. Future payments are apportioned between finance costs in the income statement and reduction of the liability so as to achieve a constant periodic rate of interest on the remaining balance of the liability using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

Financial instruments

Classification
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument.
Recognition and measurement
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
Impairment
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
All equity instruments, regardless of significance, and other financial assets that are individually significant, are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

3 | Staff costs

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

| 2026 No.
Distribution | 5
Management | 1
| 6

The average number of persons employed by the Group includes employees of subsidiary undertakings from their date of acquisition.

4 | Auditors' remuneration

| 2026 £
Audit of these financial statements | 15,000

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

5 | Taxation

Deferred tax

Group

Deferred tax assets and liabilities

2026 | Asset £ | Liability £
Accelerated capital allowances | - | 1,141,201
Accrued liabilities | - | (78,877)
| - | 1,062,324

Company

The company has no deferred tax assets or liabilities.

6 | Intangible assets

Group

Negative goodwill | 2026 £
Changes arising from new business combinations | (4,207,296)
At 31 January 2026 | (4,207,296)

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

7 | Tangible assets

Group

| Plant and machinery £ | Fixtures and fittings £ | Motor vehicles £ | Audio equipment £ | Total £
Cost or valuation
Acquired through business combinations | 84,049 | 139,218 | 15,118 | 16,127,369 | 16,365,754
At 31 January 2026 | 84,049 | 139,218 | 15,118 | 16,127,369 | 16,365,754
Carrying amount
At 31 January 2026 | 84,049 | 139,218 | 15,118 | 16,127,369 | 16,365,754

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

| 2026 £
Audio equipment | 929,495

Company

The company has no tangible assets.

8 | Investments

Company

| 2026 £
Investments in subsidiaries | 8,620,166

Subsidiaries | £
Cost or valuation
Additions | 8,620,166
Carrying amount
At 31 January 2026 | 8,620,166

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2026
Subsidiary undertakings
Autograph (Holdings) Limited | 130 Shaftesbury Avenue, 2nd Floor, London W1D 5EU | Ordinary | 100%
Autograph Sound Recording Limited * | 130 Shaftesbury Avenue, 2nd Floor, London W1D 5EU | Ordinary | 100%
Autograph Sales Limited * | 130 Shaftesbury Avenue, 2nd Floor, London W1D 5EU | Ordinary | 100%
Autograph Communications Limited * | 130 Shaftesbury Avenue, 2nd Floor, London W1D 5EU | Ordinary | 100%

* indirect holdings

Subsidiary undertakings

Autograph (Holdings) Limited
The principal activity of Autograph (Holdings) Limited is that of an intermediate holding company and the provision of design and consultancy services to the sound industry.
Autograph Sound Recording Limited
The principal activity of Autograph Sound Recording Limited is the sale and hire of sound equipment and the provision of design and consultancy services to the sound industry.
Autograph Sales Limited
The principal activity of Autograph Sales Limited was the sale of sound equipment and the provision of design and consultancy services until 1 May 2021. On 1 May 2021 the trade and assets were hived across into Autograph Sound Recording Limited.
Autograph Communications Limited
Autograph Communications Limited is non-trading.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

9 | Business combinations

On 30 January 2026, Sound of Spring Limited acquired 100% of the issued share capital of Autograph (Holdings) Limited, and thereby obtained control of Autograph (Holdings) Limited and its wholly-owned subsidiaries, Autograph Sound Recording Limited, Autograph Sales Limited and Autograph Communications Limited.
The acquisition has been accounted for using the purchase method of accounting.
As there were no material transactions between the acquisition date and the Statement of Financial Position date, no revenue or profit of the acquired group has been included in the consolidated Income Statement for the period ended 31 January 2026.
The directors have assessed negative goodwill to have an estimated useful life of 5 years.
The amounts recognised in respect of the identifiable assets acquired and liabilities of the acquired group are as set out in the table below:

| Carrying value 2026 £ | Fair value 2026 £
Assets and liabilities acquired |  |
Financial assets | 5,178,559 | 5,178,559
Stocks | 889,004 | 889,004
Tangible assets | 16,365,754 | 16,365,754
Financial liabilities | (9,605,855) | (9,605,855)
Total identifiable assets | 12,827,462 | 12,827,462
Negative goodwill | - | (4,207,296)
Total consideration | 12,827,462 | 8,620,166

Satisfied by: | £
Cash | 2,403,993
Preference shares issued | 417,517
Debt instruments | 5,798,656
| 8,620,166

10 | Stocks

| Group | Company
| 2026 £ | 2026 £
Finished goods and goods for resale | 889,004 | -

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

11 | Debtors

| Group | Company
| 2026 £ | 2026 £
Trade debtors | 544,476 | -
Other debtors | 354,529 | 1
Prepayments and accrued income | 531,944 | -
| 1,430,949 | 1

12 | Cash and cash equivalents

| Group | Company
| 2026 £ | 2026 £
Cash on hand | 1,725,528 | 99

13 | Creditors

|  | Group | Company
| Note | 2026 £ | 2026 £
Due within one year |  |  |
Loans and borrowings | 14 | 1,854,148 | 1,587,436
Trade creditors |  | 1,542,765 | -
Amounts due to group undertakings | 21 | - | 2,049,104
Social security and other taxes |  | 487,564 | -
Other payables |  | 436,518 | 313,138
Accruals and deferred income |  | 4,885,974 | 41,752
Corporation tax liability | 5 | 174,447 | -
|  | 9,381,416 | 3,991,430
Due after one year |  |  |
Loans and borrowings | 14 | 4,979,441 | 4,211,219
Other financial liabilities |  | 220,141 | -
|  | 5,199,582 | 4,211,219

Accruals and deferred income due within one year includes £1,098,601 of pre-paid hire income attributable to the next twelve months, which is not refundable.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

14 | Loans and borrowings

Current loans and borrowings

| Group | Company
| 2026 £ | 2026 £
Hire purchase liabilities | 266,712 | -
Other borrowings | 1,587,436 | 1,587,436
| 1,854,148 | 1,587,436

Non-current loans and borrowings

| Group | Company
| 2026 £ | 2026 £
Hire purchase liabilities | 768,222 | -
Other borrowings | 4,211,219 | 4,211,219
| 4,979,441 | 4,211,219

Other borrowings comprise vendor loan notes issued as part of the consideration for the acquisition of Autograph (Holdings) Limited. The aggregate principal value of the loan notes is £5,798,656 and the notes are carried at amortised cost. The notes have varying repayment dates extending to 2035. Amounts falling due after more than five years total £2,641,681. Security has been granted in favour of the loan note holders.

15 | Deferred tax and other Provisions

Group

| Deferred tax £ | Dilapidation provision £ | Total £
Increase through business combinations | 1,062,324 | 143,000 | 1,205,324
At 31 January 2026 | 1,062,324 | 143,000 | 1,205,324

Company

The company does not have any provisions.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

16 | Share capital

Allotted, called up and fully paid shares

| 2026
| No. | £
Ordinary shares of £1 each | 100 | 100
Preference shares of £1 each | 417,517 | 417,517
| 417,617 | 417,617

The preference shares carry an entitlement to a cumulative preferential dividend at the rate of 0.1% per annum on their nominal value, payable only from distributable profits. The shares do not carry voting rights and are redeemable only immediately prior to a sale or listing of the company from distributable profits or other funds lawfully available for redemption.

17 | Reserves

The retained earnings account records retained earnings and accumulated losses.

18 | Obligations under leases and hire purchase contracts

Group

Hire purchase contracts

Obligations under hire purchase contracts are as follows:

| 2026 £
Not later than one year | 266,712
Later than one year and not later than five years | 768,222
| 1,034,934

Net obligations under hire purchase contracts are secured on the assets concerned.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

Operating leases

The total of future minimum lease payments is as follows:

| 2026 £
Not later than one year | 432,699
Later than one year and not later than five years | 3,398,000
Later than five years | 4,247,500
| 8,078,199

Operating leases are in respect of rental commitments.

19 | Financial commitments, guarantees, and contingencies

Group

Capital commitments

The total amount contracted for but not provided in the financial statements was £235,357.

20 | Analysis of changes in net debt

Group

| At 22 April 2025 £ | Financing cash flows £ | Acquisition of subsidiaries £ | At 31 January 2026 £
Cash and cash equivalents |  |  |  |
Cash | - | - | 1,725,528 | 1,725,528
Borrowings |  |  |  |
Long term borrowings | - | (4,211,219) | - | (4,211,219)
Short term borrowings | - | (1,587,436) | - | (1,587,436)
Hire purchase liabilities | - | - | (1,034,934) | (1,034,934)
| - | (5,798,655) | (1,034,934) | (6,833,589)
| - | (5,798,655) | 690,594 | (5,108,061)

21 | Related party transactions

In accordance with FRS 102 paragraph 33.1A, exemption is taken not to disclose transactions in the year between wholly owned group undertakings.

22 | Control

The ultimate controlling party is S Arnold.

Sound of Spring Limited

Notes to the Financial Statements for the Period from 22 April 2025 to 31 January 2026

23 | Non adjusting events after the financial period

Subsequent to 31 January 2026, the company drew down a £1,000,000 banking facility. The facility was entered into prior to the year end but remained undrawn at 31 January 2026. Fixed and floating charges have been granted over the assets and undertakings of the company and certain subsidiary undertakings in connection with financing arrangements. The security granted to the loan note holders ranks behind the security granted in respect of the banking facilities.