Final Results and Notice of AGM

All Things Considered Group PLC

05 June 2025

 

5 June 2025

All Things Considered Group plc

("ATC", the "Company" or the "Group")

Final Results and Notice of AGM

Strong progress fuelled by significant acquisitions and organic growth

All Things Considered Group plc (AQSE: ATC), the independent music company housing talent management, live booking, merchandising, talent services and events, is pleased to announce audited final results for the year ended 31 December 2024 ("FY24").

Financial Highlights

	2024		2023
	£000		£000
Revenue	50,853		24,061
Adjusted operating EBITDA1	1,626		(386)
Loss for the year after tax	(270)		(3,061)
Cash and cash equivalents	9,662		12,989
Basic EPS (pence)	(3.78)		(25.24)

·	Group revenue increased by 111% to £50.9m (2023: £24.1m) driven by continued organic growth across all divisions and strategic acquisitions
	o	Significant growth in Artist Representation and Services segments with revenue increasing to £11.4m (2023: £6.6m) and £35.9m (2023: £17.4m) respectively
	o	Live Events and Experiences segment contributed £3.1 of revenue (2023: nil)
·	Adjusted operating EBITDA of £1.6m (2023: loss of £0.4m)
·	Loss after tax of £0.3m (2023: loss of £3.1m)
·	£2.3m raised through private placement to support organic and acquisitive growth
·	Group net cash after current debt of £6.2m (2023: £10m) primarily reflecting acquisition related outflows

Operational Highlights

·	Substantial growth of Live Events and Experiences segment through the acquisition of Joy Entertainment Group which contributed £3.1m to revenue in the year
·	Acquisition of a 55% stake in Raw Power Management has strengthened ATC Representation by adding globally recognised artists to the roster, generating £2.5m in revenue since joining the Group
·	ATC Experience delivered its first major project, Hamlet Hail To The Thief, in collaboration with Factory International in Manchester, and The Royal Shakespeare Company (RSC). The production saw 90% of available tickets sold before opening, with significant interest in potential international tours
·	Continued investment in the Group has seen its international footprint expand with circa 200 employees across five offices. US operations have also grown with a new office opened in Los Angeles
·	A number of artists represented by the Company achieved significant recognition with 12% of the Glastonbury music lineup booked by the Group, ATC Live nominated for "Booking Agency of the Year" at the Live Awards, and seven ATC acts nominated for Grammy Awards

Post period end, current trading and outlook

·	Post-period end acquisition of a 75% interest in Easy Life Entertainment has grown artist management clients and added to artist roster
·	Positive trading momentum built in FY24 has continued into FY25 with growth in service offering and client base resulting in a large pipeline of opportunities
·	As the UK music sector continues to expand, the Group has strategically positioned itself to benefit by growing its footprint in the sector, strengthening its ability to offer services across the entire spectrum of artists' needs

¹Adjusted Operating EBITDA is a non-statutory performance measure, as displayed in the consolidated statement of comprehensive income, and is defined as the operating result before interest, tax, depreciation, amortisation and impairment and before the share of results of associates and joint ventures. Adjusted for business combination costs, share-based payments and exceptional items.

Adam Driscoll, CEO of ATC Group plc, commented: "We are delighted to report on a very strong year for ATC, both in terms of trading performance and strategic progress in line with the Group's vision of building a full-service music business. Following continued organic expansion and execution against the Group's M&A roadmap, the Group achieved significant growth, more than doubling revenue, along with materially enhanced profitability. At the same time we have continued to invest in the business, ensuring we maintain a robust operating platform as we scale, and we were pleased to welcome artists and managers during the year, expand our footprint with a new US office opening, and bolster our senior leadership team.

"We continue to believe that the music industry is undergoing structural change, driven by the changing preference of how consumers choose to experience music. Our unique integrated music services model is strategically positioned at the heart of this evolution, facilitating a more 'direct-to-fan' approach for artists by uniting talent, data, fans and experiences. With the building blocks in place, strong momentum and a robust financial position, we are optimistic about the future."

Notice of AGM

The company also announces that its 2025 Annual General Meeting ("AGM") will be held on 30 June 2025 at 9.30am at The Hat Factory, 166-168 Camden Street, London NW1 9PT and through the electronic facilities that are being made available via Zoom (the "Virtual Meeting Platform").

The Annual Report and Accounts for the year ended 31 December 2024, together with the notice of Annual Geneal Meeting, have been posted to shareholders who have elected to receive printed copies. Electronic copies of these documents will shortly be available on the Company's website:  www.atcgroupplc.com.

Contacts:

ATC Group Adam Driscoll, CEO Deborah Lovegrove, CFO	Via Alma
Allenby Capital Limited - AQSE Corporate Adviser and Broker Jeremy Porter/Piers Shimwell/Ashur Joseph - Corporate Finance Matt Butlin - Equity Sales & Corporate Broking	[phone]
Alma Strategic Communications - Financial PR Hilary Buchanan/Justine James/Will Merison	[phone]

Notes to Editors

ATC Group is an independent music business company operating internationally with strong business focus in the key commercial areas of music artist's business. The Group encompasses direct artist representation in the form of management and live representation, merchandising, music promotion, livestreaming and a range of other music services. The Group is headquartered in London, with offices in the key industry hubs of Los Angeles and New York, and also in Europe.

The Group's key businesses are structured into segments that reflect the growing range of the Group's activities:

·	Artist Representation - artist management and live representation (ATC Management - Europe and USA, Raw Power Management, ATC Live)
·	Services - including merchandising and e-commerce, promotion, placement and technology solutions (Sandbag, Circa, Driift)
·	Live Events and Experiences - including ticketing and venues (ATC Experience, Joy Entertainment Group)
·	Rights - ATC Rights Limited, Polyphonic Limited

For more information see: www.atcgroupplc.com

Co-Chairs' statement

2024 has been a landmark year for the Group, marked by significant growth and continued alignment across all levels of our business - artists, senior management and shareholders. The strength of our strategy was evident in the exceptional performance of many of our major acts. Leading the charge was Nick Cave and the Bad Seeds.  His acclaimed arena tour was his biggest selling to date with 363,440 ticket sales across 33 shows, including 2 nights at the O2 arena in London. Four of the top six albums of the year in The Times were by artists we represent, including Fontaines D.C., English Teacher, Adrianne Lenker and Nick Cave and the Bad Seeds. This is a demonstration of the depth and impact of the talent we work with.

We strengthened our leadership team with the appointment of Debbie Lovegrove, who joined as our Chief Financial Officer in October 2024.  Debbie brings substantial public market experience, which will be instrumental in refining our financial strategy and supporting our ambitious growth plans.

The key source of our success is our people and we place great value on their contributions aiming to foster a positive working environment across the Group. A key milestone in 2024 was the full rollout of our Company Share Option Scheme (CSOP), which aligns senior management's interests with the Group's long-term shareholder value, reinforcing our commitment to sustained growth. This initiative is part of our broader growth strategy, which included the successful acquisition of Raw Power Management and Joy Entertainment Group during the year. These acquisitions have significantly expanded our market reach, enhanced our service offering, and created valuable synergies. We are already seeing operational efficiencies that will drive long-term profitability and further bolster our competitive advantage.

Our integrated services model, which has been the driving strategic imperative for the Group, is now proving to be a key differentiator in the market. By offering a diverse and unified range of services, we can create new opportunities for our artists while driving revenue growth for those artists and across our business. This approach, supported by our growing team of employees across five offices globally, underpins our continued success and increases our ability to capture new growth opportunities in an evolving market.

In summary, we made substantial progress during 2024 and the Group remains well-positioned to repeat this success in 2025 and beyond. Our continued growth is due to the skill and dedication of colleagues across all areas of the Group, and on behalf of the Board, we would like to thank them all for their invaluable contribution.

Brian Message and Craig Newman

Co-chairs

CEO Review

A Year of Meaningful Progress

2024 was a pivotal year for the Group. Our vision and strategic goal is to build a full-service music business that serves artists across the entire music industry value chain. We made substantial progress in delivering on that ambition and believe the continuing move towards a 'direct to fan' model for artists will benefit all our integrated operational businesses. As highlighted in our interim results, a strong performance in the first half of the year and a robust pipeline of activity provided the foundation for accelerated growth in the second half. As a result, we have achieved significant growth of the business, more than doubling our revenues to approximately £50.9 million (2023: £24.1 million) and achieving adjusted operating EBITDA profitability of £1.6 million (2023: loss of £0.4 million).

This growth was driven by both continued organic expansion and the successful execution of our acquisition strategy. During 2024, we acquired interests in Joy Entertainment Group and Raw Power Management. The acquisition of our stake in Joy Entertainment has substantially grown our Live Events segment and given us a solid new position as a promoter of artist tours and festivals. Raw Power added a stable of globally recognised artists to our management roster. In future years we will be able to demonstrate the complementary nature of those two operational segments as we seek to offer promoter or co-promoter opportunities to our management clients

In March 2024, we raised £2.3 million through a private placement to fuel both organic and acquisitive growth, while strengthening our balance sheet. We are grateful for the support of both new and existing shareholders, who share in our optimism for the future.

We now operate twelve businesses across three core segments, positioning the Group in key growth areas and providing access to unrivalled market intelligence. In our Artist Representation segment we now service over 600 clients for management or live touring. In our Services segment we deliver the touring merchandise or e-commerce operations for close to 300 clients. In the Live Events and Experiences segment we now operate music venues and festival events and help to originate new theatrical IP.  This is an unrivalled range of operations which we are increasingly combining under an overarching Integrated Artist Service proposition which is detailed further below

This model, which facilitates close collaboration with artists across multiple services, continues to resonate with our target audience. With almost 900 artists now in our client base across circa 1,100 business engagements, we are driving higher revenues, building brand equity and are developing opportunities to collaborate with artists where we can co-invest in new IP across events and experiences. As artists engage more deeply across our business units, we are seeing stronger commercial outcomes for both them and the Group.

2024 also saw us expand our global footprint. We attracted new talent to the Group, including new artist managers and expanded our US operations with a new office in Los Angeles. With almost 200 employees across five offices, we are fostering a platform where we help talent to thrive. This will help us to attract new expertise and deepen engagement with clients. To further align with our employee-centric culture, we launched our Company Share Option Scheme in 2024, enabling greater share ownership and participation in the Group's success.

We were delighted to welcome Debbie Lovegrove as CFO in October, strengthening the Board's expertise as we continue to scale. The Group has experienced significant growth over the past three years, and Debbie's experience will be invaluable in supporting our continued momentum.

In March 2025, we also announced the promotion of Ric Salmon to the newly created position of Chief Growth Officer, giving further support to our team to help to assess and drive new industry partnerships, artist acquisition, and opportunities to grow creative services across the Group's existing artist engagements.

Market Insights

The global music industry continues to experience rapid growth, with the UK alone achieving a record value of £7.6 billion in 2023, marking a 13% increase from the previous year. This growth has been driven by a post-pandemic resurgence in live music coupled with the ongoing transformation brought about by technological innovation, empowered artists, and shifting consumer expectations. The continued dominance of streaming as a primary revenue driver, alongside a remarkable resurgence of vinyl sales, highlights the evolving ways in which audiences are engaging with music. In 2024, both streaming and vinyl achieved record sales, underscoring the diverse and expanding ways that consumers are choosing to experience music.

The Group is structured across three segments: Artist Representation, Services and Live Events and Experiences. All three segments showed strong growth during 2024, supported by the strategic acquisitions of Joy Entertainment Group and Raw Power Management. Our ongoing focus is to integrate these businesses more closely, driving operational synergies and leveraging rich data insights to improve service delivery.

Artist Representation

Revenue in the Artist Representation division increased by 71% to £11.4 million in 2024 (2023: £6.6 million), underpinned by strong performance in ATC Live and Management. New managers and artists, along with the integration of Raw Power, contributed to double-digit revenue growth. In addition, ATC Live had an exceptional year with growth driven by a robust summer festival season and strong touring activity. Some highlights include:

·	ATC Live booked 6,300 shows in 2024, representing 569 artists.
·	Ranked #5 globally in IQ Magazine's 2024 Top Agencies list, based on the number of festival bookings.
·	ATC Live artists accounted for 12% of the Glastonbury 2024 music lineup.
·	Several ATC Live artists headlined major festivals, including Jungle, Fontaines D.C., Big Thief, Nick Cave and the Bad Seeds, PJ Harvey, Jamie Webster, The Lumineers and Amyl & The Sniffers.
·	ATC Live was nominated for "Live Agency of the Year" at the LIVE Awards.

Awards & Recognition:

·	Raw Power Management's artist Bring Me The Horizon won a BRIT Award in 2024.
·	Dan Jenkins, manager of Jordan Adetunji, was shortlisted for Breakthrough Manager at the Artist & Manager Awards.
·	Craig Jennings, CEO of Raw Power Management was recognised as a Pollstar 2024 Impact International: UK/Euro Honouree.

Services

The Services division saw 106% growth, reaching £35.9 million in 2024 (2023: £17.4 million). The acquisition of Sandbag in July 2023 added a strong merchandising capability aligned with our Direct-to-Fan strategy. We continue to see increased uptake of Sandbag's services from clients across the Group, with opportunities for further growth in the UK, US, and Europe.

·	Serviced 1,400+ live events, attended by over 4 million people.
·	Merchandise sales grew 14%, with 630,000 units sold, generating £15 million in revenue.

Live Events and Experiences

The Live Events and Experiences segment, our newest business unit, also showed solid growth, generating revenue of £3.1 million in 2024 (2023: nil), with the successful production of the 'On the Beach' music festival in Brighton and the launch of ATC Experience's first major project, 'Hamlet Hail To The Thief' further strengthening our market position.

Our Integrated Services Team: Driving Innovation and Growth

Central to our future success is the newly formed Integrated Artist Services team, which is focused on connecting artists with their fans in more innovative and impactful ways. By leveraging data, we can deliver personalised experiences that strengthen the bond between artists and their audiences. This centralised team embodies our commitment to growing, innovating and evolving to remain at the forefront of industry trends.

The music industry is rapidly transforming due to technological advancements, empowered artist expectations, and changing consumer behaviours, all of which are disrupting traditional business models. These shifts are taking place in an industry worth billions of dollars and the Directors believe that our diversified business model, coupled with our proven track record, positions the Group to seize future organic and acquisitive growth opportunities in this evolving landscape.

There has been much discussion in recent years of the rise of superfans - highly engaged and loyal audiences - creating exciting new opportunities for monetisation. This shift is fostering more direct economic relationships between artists and their fans, which is driving a structural change in how content is consumed.

Our Integrated Artist Services model provides a collaborative approach that keeps artists in control of their data while providing the tools to grow their businesses. The traditional fragmentation of the industry has led to costly inefficiencies. By uniting talent, data, fans and experiences we believe that we will be at the forefront of building the creative artist economy of the future. We enable our clients to cherry pick the elements of our commercial offerings that suit them best or to engage across them all with the ambition being that we can uniquely offer every tool that an artist needs. This enables the creation of a streamlined, fan-first business, empowering artists and their manager or agent with data-driven audience strategies that boost performances, revenues and business insights.

Strategy in Action: Hamlet Hail To The Thief Case Study

As part of our commitment to deepening collaboration with artists and creating innovative new content, we launched our first major project under the ATC Experience division - a live theatrical production called Hamlet Hail To The Thief, a co-production between ATC Experience, Nate Koch, Vivek J Tiwary, Factory International in Manchester, and The Royal Shakespeare Company (RSC). Combining Shakespeare's Hamlet with Radiohead's seminal album Hail To The Thief, this groundbreaking project fuses theatre, music and movement to create a new live experience.

The show has already seen extraordinary success, having received extensive media coverage since its public announcement, and 90% of available tickets across both venues sold before opening - an achievement that is rare for theatrical productions. It was the fastest-selling show at the RSC for fifteen years when tickets were released, and it received a glowing review in Rolling Stone magazine and other press outlets following the opening performance in May 2025. There is significant interest in potential international tours, further demonstrating the production's widespread appeal.

This show illustrates the opportunity that exists withing the Group to drive future collaborations with delivery being achieved through our ability to combine skill sets from across our operating businesses.

Current Trading and Outlook

We believe that music industry trends position the Group advantageously. We are building a diversified business model that capitalises on the industry-wide shift that sees artists seeking a more direct relationship with their fans and technological advances accelerate their opportunities to do that. Having the trust of artists, which ATC has built over 25 years of artist representation, puts the Group in a strong position to capitalise on this evolution in the wider music market. With our ability to adapt to new technologies, evolving consumer behaviours, and a growing demand for more immersive and direct artist-fan relationships, we are confident in our continued ability to capture emerging growth opportunities.

The positive momentum from 2024 has carried into the new financial year, with growth in our service offering and client base creating a larger pipeline of opportunities. We recently completed the acquisition of a 75% interest in Easy Life Entertainment, bringing a number of new clients into our artist management business and giving us master rights in a small roster of artists that are clients of the Easy Life record label. This is an initial foray into rights ownership, a potential fourth segment of operations, where we are continuing to assess opportunities for further rights and IP growth in the future.

We are confident in our ability to sustain organic growth while pursuing complementary acquisition opportunities. With a strong financial position and an expanding pipeline of events, the Board is confident in continued growth in the year ahead.

Adam Driscoll

Chief Executive Officer

CFO review

Another year of revenue growth

I am pleased to present my first annual report as Chief Financial Officer, highlighting the Group's performance for the year ended 31 December 2024.  This year marks another period of strong revenue growth, reflecting the continued strength of our business model and the dedication of our teams across the Group.

Overview

2024 was a highly successful year of growth, with Group revenues more than doubling to £50.9 million (2023: £24.1 million), and a shift to positive adjusted operating EBITDA of £1.63 million (2023: adjusted operating EBITDA loss of £0.39 million). The Group experienced significant scaling, with growth across all segments driven by continued organic expansion and the successful execution of our acquisition strategy. Key earnings-enhancing acquisitions further contributed to this growth. The Group has remained focused on driving revenue growth, enhancing profitability, and streamlining operations to improve overall efficiency and performance.

Key Statistics	2024 £'000	2023 £'000	Variance £'000
Revenue	50,853	24,061	26,792
Gross profit	15,369	7,902	7,467
Adjusted operating EBITDA	1,626	(386)	2,012
Depreciation, amortisation and impairment	(1,613)	(650)	(963)
Share-based payment charge	(41)	-	(41)
Exceptional items	(173)	(76)	(97)
Operating loss	(201)	(1,112)	911
Net finance income/(costs)	316	(88)	404
Tax	(161)	(24)	(137)
Loss for the year after tax	(270)	(3,061)	2,791
Basic and diluted earnings per share (pence)	(3.78)	(25.24)	21.46

Revenue

Revenue for 2024 was £50.9m (2023: £24.1m), representing growth of 111%. The Group's significant revenue growth has been driven by both continued organic expansion and strategic acquisitions, which have greatly enhanced the Group's value proposition. This scaling is reflected in strong performance across all segments, particularly the Artist Representation segment, which outperformed expectations thanks to the resurgence in live touring. Additionally, the expansion of our artist client base to over circa 800, combined with strategic acquisitions, has broadened our market reach and improved operational efficiencies.

The segmental analysis of revenue is as follows:

Revenue	2024 £'000	2023 £'000	Variance £'000
Artist representation	11,395	6,242	5,153
Services	35,873	17,413	18,460
Live Events and Experiences Rights	3,046 539	- 406	3,046 133
Total	50,853	24,061	26,792

Artist Representation

The revenue of our Artist Representation segment increased by 71.4% from £6.65 million in 2023 to £11.40 million in 2024, attributable mainly to the following:

·	ATC Management: ATC's Management division in the UK and USA delivered strong growth, with revenue increasing by 52.91% to £3.7 million (2023: £1.28 million). This was driven by an expanded roster of managers and artists, strategic talent development, and increased global touring activity by key client acts.
·	ATC Live: Revenue rose by 58.45% to £3.39 million in 2024 (2023: £1.25 million), reflecting the successful expansion of the client roster and the onboarding of new agents and high-profile talent. Growth was further supported by major touring activity and live performances from leading acts including PJ Harvey, Jungle, Black Pumas, and Fontaines DC. Notable achievements included Jungle winning the 2024 BRIT Award for Group of the Year, and Fontaines DC headlining their largest show to date at Finsbury Park in London. Emerging band Good Neighbours, represented by ATC Live, achieved significant commercial success with their hit track 'Home', surpassing 250 million streams on Spotify, leading to higher festival billing and larger venue performances. Additionally, English Teacher, a Leeds-based act, was awarded the 2024 Mercury Prize, further enhancing the division's profile and market positioning
·	Raw Power Management: In May 2024, we acquired a 55% stake in Raw Power Management (RPM), which generated £2.5 million in revenue since acquisition (2023: nil), driven by strong touring (notably Bring Me the Horizon) and merchandising activity. RPM has significantly extended our market reach within the live and talent representation sector. Highlights across the division included Craig Jennings being named a 2024 Pollstar Impact International Honouree, the Mars Volta's award-winning documentary "Omar & Cedric: If This Ever Gets Weird" screening in over 150 United States cinemas, and Jordan Adetunji receiving a Grammy nomination and two MOBO nominations, with further recognition from the BRIT Awards.

Services

The Group experienced a substantial uplift in underlying Services revenue in 2024, primarily driven by the first full-year contribution from Sandbag Limited, a merchandising business acquired in July 2023. Sandbag generated £35.9 million in revenue during the year (2023: £17.4 million, reflecting only a partial-year contribution), significantly strengthening the Group's Services segment and firmly establishing its presence in the direct-to-fan commerce space.

The acquisition has not only enhanced revenue but also created new opportunities to deliver integrated, end-to-end commercial services for artists. This capability has supported client acquisition, deepened relationships with existing partners, and positioned the Group to capitalise on broader market demand.

Live events and experiences

The Group acquired Joy Entertainment Group in February 2024, contributing £3.0 million in revenue during the year (2023: nil), largely driven by the success of the On The Beach music festival in Brighton. As part of our strategic focus on the live entertainment and music sector, we have already made additional acquisitions in 2025 to further grow and expand our footprint in this space. These developments position the Group to capitalise on increasing demand for high-quality live experiences.

Adjusted performance measures

The Group uses adjusted measures as key performance indicators, in addition to those reported under IFRS, as they are more representative of the underlying performance of the business and enable comparability between periods. These adjusted measures exclude certain non-operational and exceptional items and have been consistently applied in all years presented.

Adjusted operating EBITDA

Adjusted operating EBITDA is a non-statutory performance measure that the Group monitors closely as part of its management reporting function. It is defined as the operating result before interest, tax, depreciation, amortisation, impairment, exceptional costs and before the share of results of associates and joint ventures.

The adjusted profit measures can be reconciled to the reported statutory numbers as follows:

	2024 £'000	2023 £'000	Variance £'000
Operating loss	(201)	(1,112)	911
Depreciation, amortisation and impairment	1,613	650	963
Share-based payment charge	41	-	41
Exceptional items	173	76	97
Adjusted operating EBITDA	1,626	(386)	2,012

Adjusted operating EBITDA for 2024 was £1.6m (2023: loss of £0.4m). The return to positive adjusted operating EBITDA reflects the Group's robust performance and the earnings-enhancing impact of strategic acquisitions. By realigning the Group into three divisions, we've streamlined operations and are focused on integrating recent acquisitions to drive synergies and achieve greater operational efficiencies.

The segmental analysis of adjusted operating EBITDA is as follows:

Adjusted operating EBITDA	2024 £'000	2023 £'000	Variance £'000
Artist representation	2,554	(148)	2,702
Services	328	151	177
Live Events and Experiences Services	(397)	-	(397)
Rights	104	11	93
Central costs	(963)	(400)	(563)
Total	1,626	(386)	2,012

The increase in adjusted operating profit was primarily driven by a strong performance in artist representation, reflecting the resurgence of live touring and performances throughout the year, as well as the contribution from the acquisition of Raw Power Management. The Group continued to expand its client base, now representing over 800 artists across its portfolio

Loss before taxation

The loss before tax amounted to £0.1 million (2023:  loss before tax £3.04 million).

As previously noted, the Group considers adjusted operating EBITDA to be the most appropriate measure of ongoing financial performance, as it excludes non-trading items and the results of associates and joint ventures. Reported (loss)/profit before tax was significantly affected by such items in both 2023 and 2024.

In 2023 and 2024, the Group recognised its share of losses from Driift, our livestreamed events associate, amounting to £1.64 million and £0.77 million respectively. In addition, impairment provisions on certain investments totalled £0.38 million in 2023. In 2024, the Services segment also incurred a goodwill amortisation charge of £0.65 million.

Loss before taxation	2024 £'000	2023 £'000	Variance £'000
Artist Representation	1,999	(528)	2,527
Services	(1,468)	(403)	(1,065)
Live Events and Experiences	(394)	(1,641)	1,247
Rights	104	11	93
Central costs	(350)	(476)	126
Total	(109)	(3,037)	2,928

Share-based payments charge

The Company introduced a Company Share Option Plan (CSOP) in January 2024 to encourage greater employee ownership, offering all eligible employees within the Group (excluding directors) the opportunity to participate.

Under the CSOP, eligible employees can receive options over ordinary shares of 0.01 pence each in the Company. These options will vest based on the length of continuous employment with the Company, from the second to the tenth anniversary of employment. The options are exercisable between three and ten years from the grant date, at an exercise price of 105 pence per option, which reflects the closing mid-market price on 29 January 2024.

In addition to the above, further option grants were made during 2024 to eligible employees under the same scheme, with exercise prices set at the mid-market closing share price on the respective dates of grant, in accordance with the terms of the CSOP and prevailing HMRC guidelines.

All options are subject to standard leaver provisions, and no performance conditions other than continued employment apply to the grants made during the year.

In the US, the Company launched an unapproved option scheme aimed at incentivising key individuals working with the Company as consultants or through joint venture structures, who are not eligible for the tax benefits of the CSOP. The terms of this scheme are similar to those of the CSOP, including vesting conditions and exercise price.

As per standard guidance, a maximum of 10% of the Company's issued share capital may be allocated to the option pool at any given time. Following the launch of both the CSOP and unapproved option scheme, options over 150,000 ordinary shares, representing 1% of the Company's issued share capital, vested.

The total charge for the period under IFRS 2 Share-based Payments was £40,504 (2023: nil).

Cash flow

The Group reported net cash of £6.2 million after current debt as at year-end (2023: £10.0 million), and a net cash position of £3.5 million after both current and non-current debt (2023: £8.5 million). Cash (own funds) decreased by £3.5 million during the year, primarily reflecting acquisition-related outflows of £1.8 million and an adverse movement in working capital. This includes a £1.6 million increase in accrued revenue, largely driven by the timing of touring-related receipts.

The combined underlying trade debtor and other receivables totalled £5.4m (FY23: £3.0m). The increase of 80% is in line with expectations, given revenue growth.

	2024 £'000	2023 £'000	Variance £'000
Cash and cash equivalents	9,662	12,989	(3,327)
Funds held on behalf of clients	(2,475)	(2,324)	(151)
Own funds	7,187	10,665	(3,478)
Short-term debt:
Borrowings	(635)	(379)	(256)
Right of use lease liabilities	(394)	(262)	(132)
Net cash after current debt	6,158	10,024	(3,866)
Non-current borrowings:
Bank loans and borrowings	(935)	(1,175)	240
Lease liabilities	(1,710)	(267)	(1,443)
Net cash after current and non-current debt	3,513	8,582	(5,069)

Operating cash flow

Cash generated from operations reduced by £3.8m. This reduction was primarily driven by timing differences in working capital movements.  In particular, the year-end balance of trade debtors and other receivables increased by £2.4 million.  The increase reflects the impact of extensive global touring during the year.

Dividend policy

The Board remains committed to a capital allocation policy that priorities investment in the business to drive growth, both organic and through targeted acquisitions.  The Board believes that the opportunities ahead of us are significant.  As a result, the Board does not anticipate paying a dividend in the near term as its priorities its strategy for growth but will keep this under review in the future.

Going Concern

The accounts have been prepared on a going concern basis. The Board have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, based on the projections for at least twelve months from the date of approval of the accounts.

Deborah Lovegrove

Chief Financial Officer

Consolidated statement of profit and loss and other comprehensive income

For the year ended 31 December 2024

	Note	2024 £'000	2023 £'000
Revenue	2	50,853	24,061
Cost of sales		(35,484)	(16,159)
Gross profit		15,369	7,902
Other operating income		255	283
Administrative expenses		(13,998)	(8,571)
Share-based payments	10	(41)	-
Depreciation, amortisation and impairment	3	(1,613)	(650)
Exceptional items		(173)	(76)
Operating loss	2	(201)	(1,112)
Share of results of associates and joint venture Finance income Finance charges		(224) 461 (145)	(1,837) 14 (102)
Loss before tax		(109)	(3,037)
Taxation expense	4	(161)	(24)
Loss for the year after tax		(270)	(3,061)
Other comprehensive income: Items that will not be reclassified to profit and loss Revaluation of unlisted investments Currency translation differences and others		1 (44)	18 (35)
Total other comprehensive income		(43)	(17)
Total comprehensive income for the year		(313)	(3,078)
Loss for the year attributable to: - Parent company		(604)	(2,943)
- Non-controlling interests	11	334	(118)
		(270)	(3,061)
Total comprehensive income for the year is attributable to:
- Parent company		(647)	(2,960)
- Non-controlling interests	11	334	(118)
		(313)	(3,078)

Profit/(loss) per share:	Notes	Total Pence	Total Pence
Basic and diluted (pence)	5	(3.78)	(25.24)

All amounts relate to continuing activities.

Non-GAAP metric - adjusted operating EBITDA

		2024 £'000	2023 £'000
Operating loss		(201)	(1,112)
Depreciation, amortisation and impairment		1,613	650
Share-based payment charge		41	-
Exceptional items		173	76
Adjusted operating EBITDA		1,626	(386)

Consolidated statement of financial position

At 31 December 2024

	Note	2024 £'000	2023 £'000
Assets
Non-current assets
Intangible assets	6	7,306	5,052
Property, plant and equipment	7	2,320	741
Investments		471	672
Total non-current assets		10,097	6,465
Current assets
Inventories		896	763
Trade and other receivables		8,181	4,674
Cash and cash equivalents		9,662	12,989
Total current assets		18,739	18,426
Total assets		28,836	24,891
Liabilities
Current Liabilities
Trade and other payables		15,816	15,276
Income tax payable		493	195
Borrowings		635	379
Lease liabilities		394	262
		17,338	16,112
Non-current liabilities
Bank loans and borrowings		935	1,175
Other creditors		-	77
Deferred tax liability	4	913	773
Lease liabilities		1,710	267
Financial instrument - put and call option		846	1,231
Total non-current liabilities		4,404	3,523
Total liabilities		21,742	19,635
Net assets		7,094	5,256

Equity
Share capital	9	165	141
Share premium		10,261	7,810
Merger reserve		2,884	2,884
Share-based payment reserve	10	41	-
Currency translation reserve		(86)	(33)
Retained deficit		(7,325)	(6,698)
Equity attributable to the shareholders of the parent company		5,940	4,103
Non-controlling interests		1,154	1,153
Total equity		7,094	5,256

Consolidated statement of changes in equity

For the year ended 31 December 2024

	Share  capital £'000	Share premium £'000	Share-based payment reserve £'000	Merger reserve £'000	Currency translation reserve £'000	Retained deficit £'000	Total £'000	Non-controlling interests £'000	Total equity/ (deficit) £'000
At 1 January 2023	96	3,984	-	2,884	1	(2,728)	4,237	17	4,254
Loss for the period	-	-	-	-	-	(2,943)	(2,943)	(118)	(3,061)
Other comprehensive income
Revaluation loss on unlisted investments	-	-	-	-	-	18	18	-	18
Currency translation differences on overseas subsidiaries and others	-	-	-	-	(35)	-	(35)	-	(35)
Total comprehensive income for the year	-	-	-	-	(35)	(2,926)	(2,960)	(118)	(3,078)
Issue of shares	45	4,135	-	-	-	-	4,180	-	4,180
Share issue costs	-	(309)	-	-	-	-	(309)	-	(309)
Issue of shares by subsidiary	-	-	-	-	-	80	80	20	100
Dividends paid to non-controlling interests	-	-	-	-	-	-	-	(540)	(540)
Additions from business combinations	-	-	-	-	-	-	-	1,743	1,743
Financial instrument - put and call option	-	-	-	-	-	(1,231)	(1,231)	-	(1,231)
Other movements	-	-	-	-	-	106	106	31	137
At 31 December 2023	141	7,810	-	2,884	(33)	(6,698)	4,103	1,153	5,256
At 1 January 2024	141	7,810	-	2,884	(33)	(6,698)	4,103	1,153	5,256
Profit/(loss) for the year	-	-	-	-	-	(604)	(604)	334	(270)
Other comprehensive income
Currency translation differences on overseas subsidiaries and others	-	-	-	-	(53)	-	(53)	-	(53)
Total comprehensive income	-	-	-	-	(53)	(604)	(657)	334	(323)
Issue of shares	24	2,545	-	-	-	-	2,569	-	2,569
Share issue costs	-	(94)	-	-	-	-	(94)	-	(94)
Share-based payment reserve	-	-	41	-	-	-	41	-	41
Additions from business combinations	-	-	-	-	-	-	-	(35)	(35)
Dividends paid to non-controlling interests	-	-	-	-	-	-	-	(342)	(342)
Dividends paid to an associated company	-	-	-	-	-	(55)	(55)	-	(55)
Other movements	-	-	-	-	-	33	33	44	77
At 31 December 2024	165	10,261	41	2,884	(86)	(7,325)	5,940	1,154	7,094

Consolidated cash flow statement

For the year ended 31 December 2024

	Note	2024 £'000	2023 £'000
Cash flows from operating activities Loss for the year		(270)	(3,061)
Adjustments for:
Tax charge/(credit)	4	161	24
Finance costs		145	102
Finance income		(76)	(14)
Fair value adjustment to put and call option		(385)	-
(Profit)/Loss of disposal of property, plant and equipment		-	(2)
Depreciation of property, plant and equipment		569	254
Amortisation		764	291
Impairment		280	105
Share-based payment		41	-
Share of results of associates and joint ventures		224	1,837
Cash flows from operating activities before changes in working capital		1,453	(464)
(Increase)/decrease in trade and other receivables		(3,339)	2,399
(Increase)/decrease in inventories		(132)	135
(Decrease)/increase in trade and other payables - funds held on behalf of clients		(405)	151
Increase/(decrease) in trade and other payables - others		253	(566)
Cash (used in)/ generated from operations		(2,170)	1,655
Interest paid		(145)	(83)
Tax paid		(169)	(246)
Net cash flows from operating activities		(2,484)	1,326
Cash flows from investing activities
Purchase of property, plant and equipment		(10)	(36)
Proceeds from disposal of property, plant and equipment		-	9
Purchase of subsidiaries (net of cash acquired)	8	(1,774)	5,004
Net amount (invested in)/withdrawn from associates and joint ventures		20	(1)
Dividends received from associated company		9	-
Interest received		76	14
Net cash (used by)/ generated from investing activities		(1,679)	4,990
Cash flows from financing activities
Issue of equity shares - net of costs		2,475	3,871
Proceeds from issue of share in subsidiaries		-	100
Repayment of loans and borrowings		(866)	(368)
Dividends paid to non-controlling interests		(342)	(540)
Repayment of lease liability		(481)	(240)
Net cash flows from financing activities		786	2,823
Net increase in cash and cash equivalents		(3,377)	9,139
Effect of foreign exchange rates		50	(68)
Cash and cash equivalents at the start of the period		12,989	3,917
Cash and cash equivalents at the end of the period		9,662	12,989

Note - Cash and cash equivalents at the reporting date include restricted cash balances of £1,911,736 (2023: £2,324,141 held in separately designated client accounts. These funds are held on behalf of clients and are not available for general use by the Group. These balances are included within cash and cash equivalents for the purposes of the consolidated cash flow statement, in accordance with IAS 7 Statement of Cash Flows.

1.   General information and basis of preparation and basis of consolidation

The Group financial statements have been prepared in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006 ("IFRS").

The financial information set out in this document does not constitute the Group's statutory accounts for the year ended 31 December 2024 or 31 December 2023.

Statutory accounts for the year ended 31 December 2023 have been filed with the Registrar of Companies and those for the year ended 31 December 2024 will be delivered to the Registrar in due course; both have been reported on by independent auditors.  The independent auditor's report for the year ended 31 December 2024 is unmodified.

Going concern

The accounts have been prepared on a going concern basis.   Based on the cash flow forecast for the period ended 31 December 2026, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future

Basis of consolidation

The consolidated Group financial statements comprise the financial statements of ATC Group plc and its subsidiaries listed in the Group financial statements.  The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

2.  Segment reporting

The Group's revenue from external customers by primary geographic region is detailed below:

Continuing operations	2024 £'000	2023 £'000
United Kingdom	24,801	11,328
Europe	4,984	2,417
United States of America	18,520	8,230
Rest of the world	2,548	2,086
Total	50,853	24,061

Segmental analysis - 2024

	Artist Representation £'000	Services £'000	Live Events and Experiences £'000	Rights £'000	Central costs £'000	Eliminations £'000	Total £'000
Revenue	11,395	35,873	3,046	539	-	-	50,853
Cost of Sales	(2,787)	(29,870)	(2,591)	(236)	-	-	(35,484)
Gross Profit	8,608	6,003	455	303	-	-	15,369
Other operating income	210	(333)	1	(18)	398	(3)	255
Administrative expenses	(6,264)	(5,342)	(853)	(181)	(1,361)	3	(13,998)
Adjusted operating EBITDA	2,554	328	(397)	104	(963)	-	1,626
Depreciation, amortisation and impairment Share-based payments Exceptional items	(448) - (47)	(1,144) - (35)	(21) - (61)	- - -	- (41) (30)	- - -	(1,613) (41) (173)
Operating profit/(loss)	2,059	(851)	(479)	104	(1,034)	-	(201)
Share of results of associates and joint ventures	37	(645)	85	-	299	-	(224)
Finance income	33	42	1	-	385	-	461
Finance charges	(130)	(14)	(1)	-	-	-	(145)
Profit/(loss) before taxation	1,999	(1,468)	(394)	104	(350)	-	(109)
Taxation	(145)	9	(25)	-	-	-	(161)
Profit/(loss) for the year	1,854	(1,459)	(419)	104	(350)	-	(270)
Assets and liabilities
Total assets	7,115	16,093	99	(617)	6,146	-	28,836
Total liabilities	(8,160)	(12,099)	(408)	(112)	(963)	-	(21,742)
Net assets/(liabilities)	(1,045)	3,994	(309)	(729)	5,183	-	7,094

Segmental analysis - 2023

	Artist Representation £'000	Services £'000	Live Events and Experiences £'000	Rights £'000	Central costs £'000	Eliminations £'000	Total £'000
Revenue	6,242	17,413	-	406	-	-	24,061
Cost of Sales	(1,975)	(13,980)	-	(204)	-	-	(16,159)
Gross Profit	4,267	3,433	-	202	-	-	7,902
Other operating income	289	(66)	-	-	409	(349)	283
Administrative expenses	(4,704)	(3,216)	-	(191)	(809)	349	(8,571)
Adjusted Operating EBITDA	(148)	151	-	11	(400)	-	(386)
Depreciation, amortisation and impairment Exceptional items	(178) -	(472) -	-	-	- (76)	-	(650) (76)
Operating profit/(loss)	(326)	(321)	-	11	(476)	-	(1,112)
Share of results of associates and joint ventures	(146)	(50)	(1,641)	-	-	-	(1,837)
Finance income	14	-	-	-	-	-	14
Finance charges	(70)	(32)	-	-	-	-	(102)
Profit/(loss) before taxation	(528)	(403)	(1,641)	11	(476)	-	(3,037)
Taxation	37	(61)	-	-	-	-	(24)
Profit/(loss) for the year	(491)	(464)	(1,641)	11	(476)	-	(3,061)
Assets and liabilities
Total assets	7,237	17,288	-	97	268	-	24,890
Total liabilities	(4,628)	(12,384)	-	(930)	(1,692)	-	(19,634)
Net assets/(liabilities)	2,609	4,904	-	(833)	(1,423)	-	5,256

3. Operating loss

This is stated after the following:

	2024 £'000	2023 £'000
Depreciation, amortisation and impairment
Depreciation - owned assets	147	52
Depreciation - right of use assets	422	202
Depreciation - total	569	254
Amortisation - customer relationships	764	291
Impairment of goodwill	280	106
Total	1,613	650
	£'000	£'000
Costs in connection with business combinations	144	76
Staff costs	10,018	5,935
Cost of inventories recognised as an expense	29,693	13,909
Write down of inventories recognised as an expense	-	(43)

4.   Income tax and deferred tax

The following tax was recognised in the income statement:

	2024 £'000	2023 £'000
UK corporation tax for the current period	301	102
Foreign taxes and reliefs	-	7
Deferred tax	(140)	(85)
Income tax charge for the year	161	24

The difference between the statutory income tax rate and the effective tax rates are summarised as follows:

	2024 £'000	2023 £'000
Loss before tax	(109)	(3,037)
Tax credit at the UK corporation tax rate of 25% (2023: 23.5%)	(27)	(714)
Effects of:
Effect of different tax rates in foreign jurisdictions	-	2
Non-deductible expenditure	413	559
Income not taxable for tax purposes	(72)	5
Movement in deferred tax not recognised	68	183
Other adjustments	(221)	(1)
Tax charge for the year	161	24
	2024 £'000	2023 £'000
Deferred tax liability - on customer relationships intangible
At 1 January	773	-
Deferred tax on business combinations	279	-
Deferred tax on prior year business combinations	(112)	858
Other deferred tax (current year)	(50)	-
Movement in deferred tax provision	23	(85)
At 31 December	913	773

5.   Earnings per share

	2024 £'000	2023 £'000
Loss attributable to owners of parent company	(604)	(2,943)
Basic and diluted number of shares in issue	15,997	11,664
Earnings per share	Pence	Pence
Basic and diluted loss per share	(3.78)	(25.24)
Basic and diluted loss per share (Continuing activities)	(3.78)	(25.24)
Basic and diluted loss per share (Discontinued activities)	-	-

Basic earnings per share is calculated by dividing the profit/loss after tax attributable to the equity holders of All Things Considered Group Plc by the weighted numbers of shares in issue during the year.

The weighted average number of shares in issue for the basic earnings per share calculations is 15,997,003 (2023: 11,663,959) and for the diluted earnings per share assuming the exercise of all warrants and share options is 16,648,581 (2023: 11,663,959).

The calculation of basic earnings per share is based on the loss for the period of £604,000 (2023: loss of £2,943,000). Based on the weighted average number of shares in issue during the year of 15,997,003 (2023: 11,663,959) the basic loss per share is 3.78p (2023: loss of 25.24p). The diluted loss per share is based on 16,648,581 shares (2023: 11,663,959) and is 3.78p (2023: loss of 25.24p).

Where a loss has been recorded the effect of options is not dilutive and therefore the basic and diluted figure is the same.

6.   Intangible assets and impairment

			Goodwill £'000	Customer Relationships £'000	Total £'000
Cost
At 1 January 2024			2,102	3,241	5,343
Additions - business combinations			2,184	1,118	3,302
Foreign currency adjustments			(20)	-	(20)
At 31 December 2024			4,266	4,359	8,625
Amortisation and impairment
At 1 January 2024			-	291	291
Charge for period and impairment			264	764	1,028
At 31 December 2024			264	1,055	1,319
Net book value
At 31 December 2023			2,102	2,950	5,052
At 31 December 2024			4,002	3,304	7,306

Amortisation of customer relationships is calculated using a straight-line method over a period ranging from five to six years. The amortisation period associated with the Sandbag Limited customer relationship intangible asset was assessed as five years.  The useful economic life of the client relationship at Raw Power Management Limited was assessed as six years.

Analysis of goodwill is as follows:

	2024 £'000	2023 £'000
ATC Live LLP	517	517
ATC Artist Management Inc	-	252
Your Army LLC	392	382
Familiar Music Group LLC	-	42
Sandbag Limited	909	909
Joy Entertainment Group Limited	518	-
Raw Power Management Limited	1,666	-
	4,002	2,102

The basis of valuation for the intangible asset acquired is determined by an indication of fair value by using one or more methods that convert anticipated future benefits into a present value amount. The income approach assumes that the asset is worth the present value of its future expected cash flows or income.

The method takes a residual approach to estimate the income that an intangible is expected to generate. Starting with the total income streams or a business as a whole and deducts charges for all other assets used to generate income with the intangible asset under review during its economic life. Residual income streams are then discounted using asset-specific rates. The appropriate discount rate is the return required by an investor and is usually taken as the Weighted Average Cost of Capital ("WACC"). The WACC applicable to the business is the average return provided to the holders of all the company's capital and thus reflects its mix of debt and equity financing.

At the year end, the Group conducted its annual impairment review in accordance with IAS 36. The review concluded that the present value of projected cash flows exceeded the carrying amounts of goodwill and acquired intangible assets for all cash-generating units, with the exception of ATC Artist Management Inc, Familiar Music and ATC 4 LLP. As a result, impairment charges of £254,114 and £9,878 were recognised within intangible assets for ATC Artist Management Inc and Familiar Music. An impairment charge of £15,534 was recognised in respect of ATC 4 LLP which is accounted for as an investment and disclosed in Note 15. As a result, the total impairment charge recognised in the consolidated statement of profit or loss for the year was £280,000.

Impairment testing was based on five-year cash flow projections, discounted using post-tax rates of 17.1%. Cash flows beyond this period were extrapolated using a long-term average growth rate of 2.0%, which is lower than current growth rates and reflects long-term market expectations.

The impairment reviews are sensitive to changes in the key assumptions.  Reasonable changes to these assumptions are considered to be:

·      1% increase in the pre-tax discount rate;

·      Reduction in the terminal growth rate to 1%; and

·      10% reduction in projected operating cash flows.

Reasonable changes to the assumptions used, considered in isolation, would not result in further impairments of goodwill.

7.   Property, plant and equipment

	Right-of-use assets £'000	Short Leasehold improvements £'000	Furniture, fittings and equipment £'000	Computers and IT equipment £'000	Total £'000
Cost
At 1 January 2024	1,328	44	916	179	2,467
Prior year reclassifications	-	-	(588)	588	-
Additions	1,907	-	-	10	1,917
Additions as a result of business combinations	-	-	48	145	193
Foreign currency adjustments	38	-	(4)	23	57
At 31 December 2024	3,273	44	372	945	4,634
Accumulated Depreciation
At 1 January 2024	882	39	654	151	1,726
Prior year reclassifications	-	-	(439)	439	-
Charge for year	422	3	17	16	458
Additions as a result of business combinations	-		9	102	111
Disposals	-	-	(10)	(22)	(32)
Foreign currency adjustments	5	2	11	33	51
At 31 December 2024	1,309	44	242	719	2,314
Net book value
At 31 December 2023	446	5	262	28	741
At 31 December 2024	1,964	-	130	226	2,320

8. Business Combinations

On 6 February 2024, the Group acquired a controlling 50% interest in Joy Entertainment Group Limited, a UK company for a number of businesses trading in the live entertainment and music sector for an initial consideration of £0.713 million. At that date, Joy Entertainment Group Limited held a 50% interest in an associated undertaking called JTR Productions Limited.  Control of JTR Productions Limited passed on 1 July 2024, when the Group gained the ability to govern the financial and operating policies of that company.  As a result, the Group consolidated Joy Entertainment Group Limited from 6 February 2024 and JTR Productions Limited from 1 July 2024 onwards.

Details of the fair value of identifiable assets and liabilities acquired, and purchase consideration and combined goodwill at the date control passed are as follows:

	Book value £'000	Fair value adjustment £'000	Fair value £'000
Property, plant and equipment	38	-	38
Trade and other receivables	287	-	287
Cash and cash equivalents	250	-	250
Investments	125	-	125
Trade and other payables	(254)	-	(254)
Borrowings	(57)	-	(57)
Non-controlling interests	(194)	-	(194)
Net identifiable assets acquired at fair value	195	-	195
Goodwill			£'000
Cash consideration			713
Fair value of net assets acquired			(195)
Goodwill acquired			518

On 16 May 2024, the Group acquired a controlling 55% interest in Raw Power Management Limited for consideration of £1.41m. In addition, ATC has committed a loan facility to Raw Power of up to £1,330,273, to enable Raw Power to satisfy certain outstanding liabilities as they fall due. The loans will bear interest of 5 per cent per annum and will be repaid from the future profits of Raw Power before any dividend is declared.

Raw Power is a music management company principally in the rock and alternative genres with long-standing client relationships. The acquisition brings further strength and scale to the Group's existing client base artists, adding c.20 new artists to Group's artist management business which now represents over 80 clients. Raw Power's client base includes Bring me the Horizon (over a billion streams on Spotify), Bullet for my Valentine, The Mars Volta, The Damned, You Me At Six, Don Broco, Heartworms, Kid Kapichi and Refused. The acquisition provides expanded opportunity to grow commercial relationships with artists across the Group's multi-service offering significantly bolsters the Group's Artist Representation segment.

Details of the fair value of identifiable assets and liabilities acquired, and purchase consideration and goodwill are as follows:

	Book Value £'000	Fair Adjustments £'000	Fair value £'000
Intangible assets - customer relationships	-	1,118	1,118
Property, plant and equipment	9	-	9
Trade and other receivables	417	-	417
Cash and cash equivalents	95	-	95
Trade and other payables	(477)	-	(477)
Borrowings	(1,356)	-	(1,356)
Deferred tax	-	(279)	(279)
Non-controlling interests	213	-	213
Net identifiable assets acquired at fair value	(1,099)	839	(260)
Consideration paid			1,406
Deferred consideration			-
Total consideration			1,406
Fair value of net assets acquired			260
Goodwill acquired			1,666

The fair value of identifiable assets and liabilities acquired are after the application of ATC Group accounting policies and conversion to IFRS including the valuation of customer relationships and the related deferred tax.

Net cash inflow/(outflow) arising on acquisition		Joy Entertainment Group £'000	Raw Power Management Limited £'000	Total £'000
Cash consideration		(1,406)	(713)	(2,119)
Cash and cash equivalents		95	250	345
Net cash outflow		(1,311)	(463)	(1,774)

9. Share capital

Ordinary shares of £0.01 (2023: £0.01)	Number	Nominal value £
At 31 December 2023	14,102,935	141,029
At 31 December 2024	16,541,467	165,414

	Number of shares No.	Share Capital £
At 31 December 2022	9,584,020	95,840
Shares issued on 19 July 2023	4,518,915	45,189
At 31 December 2023	14,102,935	141,029
At 31 December 2023	14,102,935	141,029
Shares issued on 12 February 2024	23,809	238
Shares issued on 14 March 2024	2,232,905	22,329
Shares issued on 10 July 2024	181,818	1,818
At 31 December 2024	16,541,467	165,414

The company has one class of ordinary shares.  The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption or carry any right to fixed income.

On 12 February 2024, the company issued 23,809 of ordinary shares of nominal value £0.01 each, at a price of £1.05 per share for cash.

On 14 March 2024, the company issued 2,232,905 of ordinary shares of nominal value of £0.01 each, at a price of £1.05 per share for cash.

On 10 July 2024, the company issued 181,818 of ordinary shares of nominal value of £0.01 each, at a price of £1.10 per share for cash.

10. Share-based payments

The company adopted a Company Share Option Plan ("CSOP") in January 2024 to increase levels of share ownership of the Company by staff, under which all the Group's eligible employees (excluding directors of the Group) are able to participate.

Under the CSOP, eligible employees within the Group are entitled to receive CSOP options over ordinary shares of 0.01 pence each in the capital of the Company. CSOP options vest based on length of term of continuous employment with the Company from the second to the tenth anniversary of employment and are exercisable for a period from three to ten years from the date of grant. The exercise price for each CSOP option is determined based on the closing mid-market price of the Company's shares on the respective grant date and therefore may vary between individual grants. The options granted on 29 January 2024 carry an exercise price of 105 pence per share.

The Company also launched an unapproved option scheme designed to incentivise key individuals who work with the Company as consultants or via joint venture structures, but who do not qualify to benefit from the tax advantages of the CSOP. The terms and criteria on which such key business partners are eligible to receive options under the scheme will largely be in line with the terms and rules of the CSOP, including vesting criteria and exercise price.

In accordance with QCA guidance, a maximum of ten per cent. of the Company's issued share capital is subject to the option pool at any one time and immediately following the launch of the CSOP and the unapproved option scheme, options over 150,000 ordinary shares representing 1.06 per cent. of the existing issued share capital of the Company vested.

The fair value of shares issued under the CSOP scheme has been measured using the Black-Scholes model. The following table lists the key inputs to the model used in the year of grant. 

Granted in the year	2024
Weighted- average exercise price	nil
Fair value	£0.14
Share price at grant	£1.05
Expected volatility	29.70% - 31.59%
Expected life (years)	3
Risk-free interest rate	3.63% - 4.17%

In the year ended 31 December 2024 the Group recognised total expenses of £40,504 (2023: nil) in respect of equity‑settled share-based payment awards under IFRS 2 Share-based Payment.

Details of the maximum number of ordinary shares which may be issued in future periods in respect of CSOP awards outstanding at 31 December 2024 are shown below:

	CSOP Number of shares
At 1 January 2024	-
Granted in the year	1,016,500
Forfeited in the year	(66,000)
At 31 December 2024	950,500

Weighted average exercise price

	£
At 1 January 2024	-
Granted in the year	£1.05
Forfeited in the year	£1.05
At 31 December 2024	£1.025

As at 31 December 2024, a total of £150,425 of CSOP options have vested.

11. Reserves

Issued share capital

Ordinary shares are classified as equity. The nominal value of shares is included in issued capital.

Share premium

The share premium account represents the excess over nominal value of the fair value of consideration received for equity shares, net of the expenses of the share issue.

Merger reserve

The merger reserve was created as a separate component of equity, representing the difference between the share capital of the Company at the date of the Group reorganisation in 2021 and that of the previous parent company of the Group.

Share-based payment reserve

The share-based payment reserve represents the total value expensed at the balance sheet date in relation to the fair value of the share options at their grant date expensed over the vesting period under the relevant share option schemes.

Currency translation reserve

The currency translation reserve represents cumulative foreign exchange differences arising from the translation of the financial statements of foreign subsidiaries.

Retained earnings/(deficit)

The retained earnings/(deficit) include all current and prior period results for the Group and the results of the Group's subsidiaries as determined by the income statement net of dividends paid.

Non-controlling interests

Subsidiary	% of ownership held by NCI 2024	% of ownership held by NCI 2023	Profit/(loss) allocated to NCI for year 2024 £'000	Profit/(loss) allocated to NCI for year 2023 £'000	NCI balance sheet 2024 £'000	NCI balance sheet 2023 £'000
Sandbag Ltd	40.00%	40.00%	(107)	(22)	891	1,203
Joy Entertainment Group	50.00%	50.00%	207	-	243	-
Raw Power Management Ltd	45.00%	45.00%	226	-	12	-
ATC Live LLP	10.00%	10.00%	129	-	248	-
Other immaterial subsidiaries with NCI	-		(121)	(96)	(240)	(50)
			334	(118)	1,154	1,153

12. Related party transactions

Transactions with related parties for the year ended 31 December 2024

During the year, the Group paid rent for its office in Camden of £150,000 (2023: £150,000) to Pagham Investments Limited, a company in which close family members of two of the directors, Craig Newman and Brian Message, have a significant interest.  The Group also paid rent for its office in Los Angeles of £196,316 (2023: £188,753) to Craig Newman during the year.

During the year the Group recharged overheads totalling £93,542 (2023: £39,315) to the following LLPs that the Group is a member of and has a significant interest in:

●      ATC 4 LLP: nil (2023: £1,709)

●      ATC 7 LLP: £nil (2023: £540)

●      ATC 9 LLP: £88,564 (2023: £27,186)

●      ATC Live LLP: £4,978 (2023: £4,880)

In turn the group was recharged overheads totalling £194,739 (2023: £214,249) by the following LLPs that the Group is a member of and has a significant interest in:

●      ATC 4 LLP: £43,239 (2023: £195,351)

●      ATC 7 LLP: £nil (2023: £1,294)

●      ATC 9 LLP: £nil (2023: £18,520)

●      ATC Live LLP: £151,500 (2023: nil)

During the year, the Group paid interest of £21,085 (2023: £22,338) to Pagham Investments Ltd.

Balances with related parties as at 31 December 2024

At 31 December 2024, the Group owed £800,000 (2023: £850,000) to Pagham Investments Limited, a company in which close family members of two of the directors, Craig Newman and Brian Message, have a significant interest.

At 31 December 2024, the following represent the amount of members capital in LLPs attributable to the Group and shown in 'investments in associates and joint ventures':

	2024 £'000	2023 £'000
ATC 4 LLP	-	37
ATC 9 LLP	151	129
Total	151	166

13. Events after the reporting date

Post balance sheet events

Acquisition of remaining shareholding in Driift Holdings Limited

On 7 February 2025, the Group acquired the remaining shareholding in Driift Holdings Limited, a provider of end-to-end livestreaming solutions, which is part of the Group's services division. This transaction increased the Group's stake from a 32.5% minority interest to full ownership of 100% of Driift Holdings Limited, for a consideration of £198,421.

Acquisition of Concorde 2 and Volks

On 5 March 2025, the Group acquired a majority interest in the Brighton-based music venue, Concorde 2. Through its subsidiary, Joy Entertainment Group Limited, ATC has increased its ownership of Concorde 2 to 80% and acquired full ownership of JTR Productions Ltd, the company managing the venue's amenities operations, for a total cash consideration of approximately £2.5 million.

On 27 February 2025, the Group has acquired a 60% stake in the Brighton-based late-night venue, Volks, for £650,000 in cash.

These acquisitions have significantly strengthened the Group's position in the live venue and festival space, expanding its footprint to leverage insights across the music value chain and drive intelligent, data-led live bookings aligned with evolving consumer demand, marking a key milestone in the Group's long-term growth strategy and positioning the Company for continued success and enhanced value creation for shareholders.

Acquisition of Easy Life Entertainment

On 1 April 2025, the Group acquired a 75% majority interest in Easy Life Entertainment Limited, a music management and record label company for a net consideration of £750,000.  Easy Life Entertainment consists of Real Life Management, Easy Life Records and Turn the Page PR.  With an established music catalogue built up over 10 years, Easy Life entertainment enjoys a long-term revenue stream with consistent returns, generated from its music rights royalties.  The acquisition brings new opportunities to cross-sell additional integrated services across an enlarged customer base, such as representation, live events, and merchandising, further enhancing long-term value for the business.

 

END