REGISTERED NUMBER: 07423466 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

KALAKUTA SUNRISE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditor

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

M H Margolis

T L Putnam

E A Stein

REGISTERED OFFICE:

55 Loudoun Road

St John's Wood

London

NW8 0DL

REGISTERED NUMBER:

07423466 (England and Wales)

AUDITOR:

mgr Audit Limited

Chartered Accountants

Statutory Auditors

55 Loudoun Road

St John's Wood

London

NW8 0DL

The directors present their strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The company delivered another strong year of performance, maintaining turnover with only a 1% decrease, following significant growth of 41% in the prior year. Despite the decrease in turnover, the company recorded a net loss of £31,282, a significant improvement from a £413,878 loss in the prior year.

This decrease in activity was accompanied by a 32% decrease in direct costs (2024: 85% increase), partially offset by a 99% increase in administrative expenses (2024: 29% decrease). These movements reflect changes in the allocation of transfer pricing expenses between direct costs and administrative expenses. Overall, total expenditure decreased by 4% (2024: 37% increase), contributing to the improved financial performance.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors consider the main risks faced by the company's business are changes in market demand within the music industry together with the impact of wider economic conditions, exchange rate movements and transactions between UK and US group entities. The directors are aware of these factors and have developed appropriate financial and operational processes to monitor market trends, manage intercompany arrangements and maintain strong cash resources, enabling the company to continue supporting music distribution activities across the UK and Europe.

DEVELOPMENT AND PERFORMANCE

In the opinion of the directors, the company was in a stronger position at the year end, having significantly reduced its losses during the year. Net liabilities at year end were £681k (2024: £650k), primarily due to accumulated losses from previous years.

KEY PERFORMANCE INDICATORS

The main key performance indicators are the gross profit margin, net profit margin and current ratio. The gross profit margin increased from 18.5% to 44.3%, the net profit margin improved from a loss of 3.9% to a loss of 0.3%, and the current ratio increased from 0.91 to 0.92, reflecting improved profitability and liquidity during the year.

ON BEHALF OF THE BOARD:

T L Putnam - Director

23 October 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a record company.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

M H Margolis

T L Putnam

E A Stein

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 auditor is 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 auditor is aware of that information.

AUDITOR

The auditors, mgr Audit Limited, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

T L Putnam - Director

23 October 2026

Opinion

We have audited the financial statements of Kalakuta Sunrise Limited (the 'company') for the year ended 31 December 2025 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 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 qualified opinion

We were not able to obtain sufficient audit evidence in respect of opening stock. This was due to stock being qualified in the prior year. Work has been carried out in the current year, sufficient audit evidence has been gathered and the closing balance for the year agreed.

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 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 Auditor 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 Auditor 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:

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.

As part of our planning of the audit work required we obtained an understanding of the legal and regulatory

frameworks that are applicable to the entity via enquiries of the company’s management, carried out analytical procedures, held discussions amongst the engagement team and using knowledge of the sector determined that the most significant laws and regulation are those that relate to:

· Health and safety regulations;

· Entertainment law;

· Employment law; and

· UK Tax legislation

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as FRS102 and the Companies Act 2006.

Based on the results of our risk assessment we designed our audit procedures to identify instances of non-compliance with the laws and regulations and the fraud risks identified. This included enquiries of management to understand their policies and procedures for compliance with those regulations and we completed the following tests:

· Obtained an understanding of relevant controls;

· Reviewed the company's risks assessments, procedures, health and safety policies and communications with employees;

· Held discussions with those charged with governance regarding non-compliance;

· Reviewed records for evidence of complaints or litigation; and

· Reviewed correspondence with HMRC.

We also assessed the risk of material misstatement in relation to fraud in respect of the following:

· Revenue fraud;

· Management override of controls; and

· Related party fraud.

Based on the results of our risk assessment we designed audit procedures to identify and address material misstatements in relation to fraud. This included the risk of management bias and the risk of making inappropriate accounting entries.

No significant issues were identified during our testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities, including fraud, rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusions, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 Auditor.

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 Auditor 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.

Sarah Yardley FCA (Senior Statutory Auditor)

for and on behalf of mgr Audit Limited

Chartered Accountants

Statutory Auditors

55 Loudoun Road

St John's Wood

London

NW8 0DL

27 October 2026

TURNOVER

10,484,288

10,557,671

Cost of sales

(5,835,036

)

(8,599,226

)

GROSS PROFIT

4,649,252

1,958,445

Administrative expenses

(5,725,994

)

(2,389,397

)

(1,076,742

)

(430,952

)

Other operating income

972,072

-

OPERATING LOSS

4

(104,670

)

(430,952

)

Interest receivable and similar income

73,390

18,470

(31,280

)

(412,482

)

Interest payable and similar expenses

5

(2

)

(1,396

)

LOSS BEFORE TAXATION

(31,282

)

(413,878

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(31,282

)

(413,878

)

LOSS FOR THE YEAR

(31,282

)

(413,878

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(31,282

)

(413,878

)

FIXED ASSETS

Tangible assets

7

37,510

38,690

CURRENT ASSETS

Stocks

8

457,002

536,438

Debtors

9

1,355,364

2,312,110

Cash at bank and in hand

6,177,896

4,038,462

7,990,262

6,887,010

CREDITORS

Amounts falling due within one year

10

8,709,206

7,575,852

NET CURRENT LIABILITIES

(718,944

)

(688,842

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(681,434

)

(650,152

)

CAPITAL AND RESERVES

Called up share capital

12

1

1

Retained earnings

(681,435

)

(650,153

)

SHAREHOLDERS' FUNDS

(681,434

)

(650,152

)

The financial statements were approved by the Board of Directors and authorised for issue on 23 October 2026 and were signed on its behalf by:

T L Putnam - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

1

(236,275

)

(236,274

)

Total comprehensive income

-

(413,878

)

(413,878

)

Balance at 31 December 2024

1

(650,153

)

(650,152

)

Total comprehensive income

-

(31,282

)

(31,282

)

Balance at 31 December 2025

1

(681,435

)

(681,434

)

Cash flows from operating activities

Cash generated from operations

1

1,992,966

3,436,826

Interest paid

(2

)

(1,396

)

Tax paid

-

(18,215

)

Taxation refund

79,239

-

Net cash from operating activities

2,072,203

3,417,215

Cash flows from investing activities

Purchase of tangible fixed assets

(6,159

)

(20,218

)

Sale of tangible fixed assets

-

42

Interest received

73,390

18,470

Net cash from investing activities

67,231

(1,706

)

Increase in cash and cash equivalents

2,139,434

3,415,509

Cash and cash equivalents at beginning of year

2

4,038,462

622,953

Cash and cash equivalents at end of year

2

6,177,896

4,038,462

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

31.12.25

31.12.24

£

£

Loss before taxation

(31,282

)

(413,878

)

Depreciation charges

7,339

6,056

Finance costs

2

1,396

Finance income

(73,390

)

(18,470

)

(97,331

)

(424,896

)

Decrease in stocks

79,436

167,124

Decrease/(increase) in trade and other debtors

877,508

(701,111

)

Increase in trade and other creditors

1,133,353

4,395,709

Cash generated from operations

1,992,966

3,436,826

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 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

6,177,896

4,038,462

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

4,038,462

622,953

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

4,038,462

2,139,434

6,177,896

4,038,462

2,139,434

6,177,896

Total

4,038,462

2,139,434

6,177,896

1.	STATUTORY INFORMATION

Kalakuta Sunrise Limited 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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

Turnover

Turnover represents amounts derived from the sales of goods and services, non-returnable advances and royalties stated net of value added tax.

Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures, fittings & equipment 25% reducing balance

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

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and

slow moving items. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Financial instruments

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 balance sheet 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

Basic financial assets, which include debtors and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from connected companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Deferred advance

Advances paid which are non-returnable but recoupable out of future earnings are capitalised at cost and amortised in line with recoupment. The carrying value of advances is reviewed for impairment at each reporting date.

Going concern

The company has net liabilities of £681,434 (2024: £650,152) at the year end. At the balance sheet date, the company was supported by loans from related parties of £7,535,223 (2024: £6,762,160). The directors have confirmed that the loan is only payable when the company has sufficient reserves and funds to make repayment.

3.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

860,096

669,018

Social security costs

121,741

84,910

Other pension costs

22,492

18,905

1,004,329

772,833

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

31.12.25

31.12.24

Administrative staff

13

11

31.12.25

31.12.24

£

£

Directors' remuneration

-

-

4.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

31.12.25

31.12.24

£

£

Hire of plant and machinery

314

-

Other operating leases

102,809

105,795

Depreciation - owned assets

7,339

6,056

Auditors' remuneration

33,200

-

Foreign exchange differences

(625,397

)

100,113

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.25

31.12.24

£

£

Bank interest

2

1,396

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

7.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1 January 2025

57,021

Additions

6,159

At 31 December 2025

63,180

DEPRECIATION

At 1 January 2025

18,331

Charge for year

7,339

At 31 December 2025

25,670

NET BOOK VALUE

At 31 December 2025

37,510

At 31 December 2024

38,690

8.

STOCKS

31.12.25

31.12.24

£

£

Finished goods

457,002

536,438

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

594,819

2,164,953

Other debtors

469,316

1,038

Tax

18,377

97,616

VAT

50,410

-

Prepayments and accrued income

222,442

48,503

1,355,364

2,312,110

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

255,814

244,171

Amounts owed to participating interests

7,535,223

6,762,160

Social security and other taxes

52,763

34,145

VAT

-

358,718

Other creditors

22,212

17,667

Accruals and deferred income

843,194

158,991

8,709,206

7,575,852

Amounts owed to group undertaking is unsecured, interest free, has no fixed date of repayment and is repayable when the company has sufficient reserves and funds to make repayment.

11.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.25

31.12.24

£

£

Within one year

49,105

79,686

Between one and five years

-

40,218

49,105

119,904

The company entered into a new rental agreements after the year end but before the accounts were signed. Amounts due within 1 year, between 2 to 5 and more than 5 years are £91,875, £490,000 and £30,625 respectively.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

1

Ordinary share capital

£1

1

1

13.	SECURITIES

The company has a mortgage debenture in place. No borrowings were drawn or outstanding during the year, and the debenture did not secure any liabilities at the reporting date.

14.	ULTIMATE CONTROLLING PARTY

The Company's parent undertaking is Kalakuta Sunrise LLC, an entity incorporated in the United States of America, by virtue of its ownership of 100% of the issued share capital.

The ultimate controlling parent is Dundee Productions LLC, an entity incorporated in the United States of America by virtue of its control of Partisan Music Group LLC, the intermediary parent company. The ultimate controlling party is S Hendel by virtue of his control of Dundee Productions LLC.

15.	RELATED PARTY TRANSACTIONS

During the year, the director E Stein, provided consultancy services to the Company totalling £25,000 (2024: £88,500).

During the year, the amount due to parent, Kalakuta Sunrise LLC, totalling £972,072 was written off. The resulting gain has been recognised within the profit and loss account for the year.

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.