Downtown Music UK Ltd - Filleted accounts

Registered number

07452621

Downtown Music UK Ltd

Financial statements

31 December 2025

Pages for filing with registrar

Downtown Music UK Ltd
Registered number:		07452621
Balance Sheet
as at 31 December 2025

Notes			2025			2024
£				£
Fixed assets
Tangible assets	5		9,508			3,037

Current assets
Debtors	6	56,425,336			51,867,634
Cash at bank and in hand		2,187,908			1,395,406
		58,613,244			53,263,040

Creditors: amounts falling due within one year	7	#########			(60,647,544)

Net current liabilities			(4,019,669)			(7,384,504)

Net liabilities			(4,010,161)			(7,381,467)

Capital and reserves
Called up share capital			514			514
Share premium			894,148			894,148
Profit and loss account			(4,904,823)			(8,276,129)

Shareholders' funds			(4,010,161)			(7,381,467)

The accounts have been prepared and delivered in accordance with the special provisions applicable to companies subject to the small companies regime. The profit and loss account has not been delivered to the Registrar of Companies.




Ms E Northeast
Director
Approved by the board on 30 September 2026

Downtown Music UK Ltd
Notes to the Accounts
for the year ended 31 December 2025


1	Accounting policies

	Going concern
	The financial statements have been prepared on a going concern basis. The company is supported by group loans which will not be called in for repayment until Downtown Music UK Ltd has sufficient funds. During February 2026, the wider group was acquired by Universal Music Group N.V. This strengthens the Company’s financial position and access to resources. Having regard to this intention, the director believes it is appropriate to prepare these financial statements on a going concern basis.

	Turnover
	Turnover represents amounts derived from mechanicals, synchronisations and performances, net of VAT. The Company has prepared the financial statements in accordance with ASC 606 and all related amendments. In applying ASC 606, the Company has followed a five-step approach for evaluating its contracts with customers for digital distribution and publishing revenues. For each, the Company identified the type of customer contracts, identified its performance obligations under contracts, determined a transaction price, allocated the transaction price over the life of the contracts, and established revenue recognition policies for recognising revenue as its performance obligations are satisfied. Digital distribution revenues are generated from royalties earned from streaming through third-party digital service providers (“DSP”) platforms. Digital distribution revenues are variable based on actual usage or consumption of the distributed content. Revenue is recognized based on usage reports provided by the DSP that confirm the applicable client’s usage for a given period, and the Company has rendered the agreed upon services with respect to such royalties. Publishing revenues are earned from the receipt of royalties relating to the licensing of rights in musical compositions. The receipt of royalties principally relates to amounts earned from the public performance of musical compositions, the mechanical reproduction of musical compositions on recorded media including digital formats and the use of musical compositions in synchronization with visual images. Publishing royalties, except for synchronization royalties, generally are recognized when the sale or usage occurs. The most common form of consideration for publishing contracts is sales and usage- based royalties. The collecting societies and DSPs submit usage reports, typically with payment for royalties due, often on a quarterly or bi-annual reporting period, in arrears. Royalty revenues are recognized when it is confirmed the applicable client's sale or usage occurs for a given period, and when the Company has rendered the agreed upon services to the client with respect to such royalties. Royalty expense represents the portion of royalties collected from DSPs and other channels that are owed to the artists.

	Intangible fixed assets
	Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity. Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
	Copyrights		over 15 years - straight line

	Tangible fixed assets
	Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows:

	Plant and machinery		25% straight line
	Fixtures, fittings, tools and equipment		25% straight line

	Cash
	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.

	Financial instruments
	The company has only basic financial instruments. Basic financial assets Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Basic financial liabilities Basic financial liabilities, including creditors, bank loans and loans from fellow group are initially recognised at transaction price unless the arrangement constitutes a financing transaction.

	Employee benefits
	The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

	Publishing advances
	Publishing advances are recoupable from royalties arising in accordance with the terms specified in individual contracts and licence agreements. Un-recouped publishing advances will be reviewed on a regular basis to assess their recoverability. Where the directors anticipate that royalties from future revenue will be insufficient to fully recoup a publishing advance, provision will be made to write down the carrying value of the advance to its estimated net recoupable amount.

	Copyrights
	The acquisition costs of audio and visual copyrights and catalogues which are owned in perpetuity are capitalised as intangible fixed assets and amortised by equal instalments over their estimated useful economic life, not exceeding 15 years. When, in the view of the directors, the revenue profile profile of an acquisition is not spread evenly over the asset's life the amortisation may be increased accordingly in the first few years to match the revenue recognised. Revenue forecasts are prepared and reviewed annually in order to assess the carrying value of intangible fixed assets. Provisions are made where the review indicates that the carrying value may not be recoverable from future revenues.

	Pensions
	Contributions to defined contribution plans are expensed in the period to which they relate.


2	Audit information

	The audit report is unqualified.

	Senior statutory auditor:	Shaun Philpott
	Firm:	TAG Assurance Services Limited
	Date of audit report:	30 September 2026


3	Employees			2025		2024
Number					Number

	Average number of persons employed by the company			11		12


4	Intangible fixed assets					£
	Goodwill:

	Cost
	At 1 January 2025					294,639
	At 31 December 2025					294,639

	Amortisation
	At 1 January 2025					294,639
	At 31 December 2025					294,639

	Net book value
	At 31 December 2025					-

	Goodwill is being written off in equal annual instalments over its estimated economic life of 5 years.


5	Tangible fixed assets
						Plant and machinery etc
£
	Cost
	At 1 January 2025					149,184
	Additions					8,058
	At 31 December 2025					157,242

	Depreciation
	At 1 January 2025					146,147
	Charge for the year					1,587
	At 31 December 2025					147,734

	Net book value
	At 31 December 2025					9,508
	At 31 December 2024					3,037


6	Debtors			2025		2024
£					£

	Trade debtors			380,508		18,284
	Amounts owed by group undertakings and undertakings in which the company has a participating interest			51,316,043		47,740,855
	Other debtors			4,728,785		4,108,495
				56,425,336		51,867,634


7	Creditors: amounts falling due within one year			2025		2024
£					£

	Trade creditors			56,414		6,454
	Amounts owed to group undertakings and undertakings in which the company has a participating interest			59,242,069		59,147,604
	Other creditors			3,334,430		1,493,486
				62,632,913		60,647,544


6	Subsequent events
	On December 16, 2024, the Parent, Downtown Music Holdings LLC entered into a definitive agreement with Universal Music Group N.V. (“UMG”) whereby Universal Music Group N.V. would acquire the Company for cash consideration of $775,000,000, and result in a change of control of the Company (the “UMG Transaction”). However, the UMG Transaction was subject to regulatory approvals from the European Commission before the transaction could close. On February 12, 2026, the Parent received regulatory approval from the European Commission to proceed with the closing of the transaction. The approval was subject to the condition that the Company commit to fully divest Downtown’s royalty accounting platform business, Curve Royalty Systems, Ltd (“Curve”). The European Commission will approve a suitable purchaser for Curve in a separate procedure. The sale of Curve has not happened yet as of the issuance of these financial statements. On February 20, 2026, the Parent and UMG closed the UMG Transaction after committing to the European Commission’s condition to divest Curve. After Purchase Price adjustments based on the Company’s Cash, Outstanding Debt balance, and a daily rate outlined in the purchase agreement that accrued additional consideration between original signing in 2024 and actual closing, the Parent received purchase consideration of $717,624,762 in cash upon closing. There is also $3,000,000 in escrow that will be adjusted for certain post-close items if applicable, and then released to the Parent subject to written agreement between the Parent and UMG.

8	Other information

	Downtown Music UK Ltd is a private company limited by shares and incorporated in England. Its registered office is:
	7 Bell Yard
	London
	WC2A 2JR