Annual Results and Notice of AGM
Summary by AI BETAClose X
3 June 2026
ATC Music Group plc
("ATC", the "Company" or the "Group")
Annual Results and Notice of AGM
Record revenue, established scale, and forward momentum
ATC Music Group plc (AIM: ATC), the independent music company providing an end-to-end music services platform spanning talent management, live touring, merchandising, e-commerce and digital engagement, is pleased to announce its audited results for the financial year ended 31 December 2025 ("FY25").
Financial Highlights
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2025 £'000 |
2024 £'000 |
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Revenue |
67,447 |
50,853 |
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Adjusted operating EBITDA1 |
1,274 |
1,626 |
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Loss for the year after tax |
(3,190) |
(270) |
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Cash and cash equivalents2 |
21,447 |
9,662 |
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Basic and diluted earnings per share (pence) |
(19.01) |
(3.78) |
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Group revenue increased by 33% to £67.4 million.
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Representation segment revenue up 26.8% to £14.4 million in 2025 (2024: £11.4 million): ATC Management - Europe and USA, Raw Power Management, ROAM, and Real Life Management
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Services segment revenue up 26% to £45.4 million (2024: £35.9 million): Sandbag, Circa, and Driift
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Live Events and Experiences revenue up 147% to £7.5 million (2024: £3.0 million): ATC Experience, and Joy Entertainment Group
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Adjusted operating EBITDA of £1.3 million (2024: £1.6 million) following planned investment to support future expansion.
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Loss after tax of £3.2 million (2024: loss of £0.3m) reflecting continued investment in infrastructure and one-off M&A and AIM transition costs.
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The Group successfully transitioned to the AIM market in December 2025, raising £8.6 million to support long-term growth ambitions and broaden the investor base.
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Group net cash after current debt rose to £18.0 million (2024: £6.7 million), benefitting from the successful fundraise in December.
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Operational Highlights
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Continued organic growth complemented by the strategic acquisitions of venues Concorde 2 and Volks, as well as Easy Life Group and Control Industry Inc, significantly enhancing the Group's value proposition and its market position.
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Expanded client base to approximately 1,000 artists (FY24: approximately 800).
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Increasing artist adoption of multiple Group services, with the number of artists using more than one service rising by 44% during the period, driving a corresponding increase in cross-service revenue and demonstrating the tangible commercial benefits of the Group's integrated platform strategy.
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Launched ROAM, following the unification of ATC Live and its North American partner business, Arrival Artists, into a joint venture that has created the fifth largest global independent booking agency.
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ROAM achieved significant industry recognition during the year, including its first inclusion in the Billboard Touring Power Players list, ranking as the 4th most viewed agency on ROSTR in 2025, and receiving two nominations at the 2026 Pollstar Awards. ROAM artists collectively received seven nominations for the 2026 Grammy Awards, and ROAM was awarded Booking Agency of the Year at the LIVE Awards 2025.
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Following admission to AIM in December 2025, the Group enhanced its Board and senior management team, with Andy Glover becoming Independent Non-Executive Chair and the appointment of Cliff Fluet as Independent Non-Executive Director. James Patterson was appointed as Chief Operating Officer, strengthening leadership capacity, governance and operational oversight to support the Group's growth strategy.
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Post Period End, Current Trading and Outlook
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In January 2026, the Group changed its name from All Things Considered Group plc to ATC Music Group plc, reflecting the closer alignment of the Group's businesses and its ambition to operate as a more unified and scalable organisation.
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Technology capabilities strengthened through the acquisition of 100% of Push Group, a UK-based technology services business providing digital marketing, data analytics, fan engagement and e-commerce solutions to the music industry. This acquisition is strategically important in supporting the Group's fan data strategy and enhancing its ability to build direct-to-fan relationships at scale.
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Established a solid foundation for future growth, supported by a large and visible pipeline of strategic acquisitions for FY26 and beyond.
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Trading momentum in the first half of the year has continued, in line with management expectations.
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Adam Driscoll, Chief Executive Officer of ATC, commented: "2025 was a pivotal year for ATC. Our transition to AIM and the successful fundraise have provided a strong platform to continue executing our strategy, enabling us to drive revenue growth, deepen artist engagement and maximise returns from our expanding events pipeline. We remain focused on disciplined growth, supported by a highly experienced management team and an increasing emphasis on operational efficiency.
"Through targeted acquisitions and strategic partnerships, we have built a scalable, end-to-end music services platform spanning talent management, live touring, merchandising, e-commerce and digital engagement. Our data-led approach integrates fan insights across channels, strengthening direct-to-fan relationships, enabling the Group to position itself at the forefront of the industry's emerging economic models.
"Market conditions remain favourable, with the live music sector continuing to be a dynamic area of growth within the industry. This presents a compelling opportunity for ATC to expand its live operations through ROAM, Joy Entertainment and ATC Experience, allowing artists to capture a greater share of value.
"Looking ahead, with a strong balance sheet, a significant cash position, tight cost control measures and future revenues underpinned by a visible pipeline of events and artist activities, we believe ATC is well placed to continue driving organic growth and to accelerate progress through targeted inorganic opportunities where appropriate. As the industry continues to evolve towards direct-to-fan economics, our integrated services capability diversifies revenue streams and increases the earnings of our clients, positioning the Group strongly for sustained growth in the years ahead."
Notice of AGM and posting of Annual Report
The Company will hold its 2026 Annual General Meeting ("AGM") on 30 June 2026 at 9.00am at the Group's headquarters, 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"), details of which will be set out in the notice of AGM.
The Annual Report and Accounts for the year ended 31 December 2025, together with the notice of Annual General Meeting, will be posted today to shareholders who have elected to receive print copies and notice of their availability will be sent to other shareholders. Electronic copies of these documents will shortly be available on the Company's website: www.atcmusicgroup.com
¹ adjusted 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 share-based payment charges and exceptional items.
2 Cash and cash equivalents at 31 December 2025 of £21.4 million includes client funds, and is £18.9 million excluding client funds (31 December 2024: £9.7 million and £7.8 million respectively)
Contacts:
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ATC Music Group plc Adam Driscoll, CEO Deborah Lovegrove, CFO
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Via Alma PR |
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Allenby Capital Limited - Nominated Adviser and Broker Jeremy Porter/Liz Kirchner/Ashur Joseph - Corporate Finance Matt Butlin/Jos Pinnington - Equity Sales & Corporate Broking
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+44(0)20 3328 5656 |
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Alma Strategic Communications - Financial PR Hilary Buchanan/Justine James/Will Merison |
+44(0)20 3405 0205 |
Notes to Editors
ATC Music Group plc is an independent music 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, fan engagement 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:
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Representation - artist management and live representation (ATC Management - Europe and USA, Raw Power Management, ROAM, Easy Life Group) |
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Services - merchandising and e-commerce, promotion, placement and technology solutions (Sandbag, Circa, Driift, Push*) |
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Events - venue ownership, production and promotion of live events (ATC Experience, Joy Entertainment Group, Live X) |
For more information see: www.atcmusicgroup.com
*acquired post year end
Chair's statement
I am delighted to present my first Chair's statement for the Group, having transitioned to the role from Independent Non-Executive Director in December. In this new capacity, I am looking forward to guiding the Group with a clear focus on long-term value creation, strong governance, and disciplined execution as we enter the next stage of our growth journey.
Reflecting on FY25, it has been a landmark year, one in which we strengthened our market position, accelerated our strategic ambitions, and took a major step forward in our evolution, including a migration of the Group's public listing to AIM (the London Stock Exchange's growth market). The Group delivered exceptional growth in FY25, driven by the talent and dedication of our rapidly expanding team and supported by a clear, data-led strategic vision. Following the year end, the Group changed its name from All Things Considered Group plc to ATC Music Group plc, underscoring the Group's evolution as a business and one that more clearly signals our ambition, while preserving the strong brand recognition and trust we hold across the industry. We enter the next phase of our journey with strong momentum, a strengthened balance sheet, and a robust operational platform to support our continued growth.
Evolution of ATC Music Group plc
It is worth summarising in brief the recent history of ATC as so much has been achieved in a relatively short time. The legacy ATC artist management business was established some years ago by co-founders Brian Message and Craig Newman. They introduced Adam Driscoll, a music industry veteran, into the business in 2021 to lead and drive the Group into other and new aspects of the music industry, to recruit and build an appropriately expanded management team and to raise funds to support growth. Adam set about the extensive process of preparing the Group for public ownership, culminating in listing the shares and raising funds on the Aquis Stock Exchange which took place in December 2021. Group revenue for FY20 was £7.1m and we had 17 employees.
Since then, the Group has internally developed or acquired over 20 businesses and raised substantial equity funds; we have expanded and diversified the Group's activities into other areas of the music value chain - a conscious and proactive approach to respond to market shifts and emerging trends. We now support artists across key commercial pillars of the music industry: artist management, live representation, merchandising, events, promotion and livestreaming. We manage and act in other capacities for some of the most successful music artists in the world and are proud of our artist roster. In addition, our integrated services model enables the effective use of fan data across the music value chain, helping our artists to maximise their commercial outcomes and strengthen audience engagement. The funds raised at the end of FY25 will be partly deployed to further build this essential fan data strategy.
Our FY25 Group revenue was £67m, representing an 8.5-fold increase over five years, and we have 225 people located predominantly in London, Reading, Brighton, Los Angeles and New York, who are active around the world due to the nature of supporting our artists globally. The scale achieved is strategically important, enhancing the Group's competitiveness, resilience and value creation.
Transition to AIM, Board changes and governance
During 2025 we concluded that our fundraising aims would be better suited to our shares being listed on AIM, resulting in a successful transition in December 2025. We are very grateful for the support provided by the Aquis Stock Exchange in getting us this far in our journey. The move to AIM is an extensive regulatory process which involves detailed financial and legal due diligence into all aspects of the Group, which is always a useful validation of our governance processes.
The move to AIM resulted in some necessary Board changes, with co-founders Brian Message and Craig Newman transitioning from Executive Co-Chairmen to Executive Directors and my own transition from Independent Non-Executive Director to Independent Non-Executive Chair. We also welcomed Cliff Fluet to the Board as another Independent Non-Executive Director; Cliff has excellent knowledge and experience of the emerging dynamics of the music industry; we are delighted to have him on the Board and look forward to working with him.
As your Chair, one of my key responsibilities is to ensure good governance. This starts with having an engaged Board that is close to the business, adds value to strategy and competently manages risk. I am satisfied that the current structure of the Board provides these and will continue to keep the balance under review.
Important changes were also made to our senior management team including the recruitment of James Patterson as Chief Operating Officer. James joins the team that is key to our integrated artist services and fan data strategy and the expansion of our artist roster through organic growth as well as the ongoing enhancements in operational efficiencies across the Group.
The investor roadshows conducted as part of the AIM transition generated a lot of interest from existing and new shareholders, which is a pleasing confirmation of the articulation of our current strategy. We were delighted to raise £8.6m, which exceeded our expectations. I would like to express my thanks, on behalf of the Board, for the support shown by our loyal shareholders to date and for the confidence shown in us from our new shareholders.
A purpose-built, integrated business model
Over recent years, through targeted acquisitions and strategic partnerships, the Group has developed an integrated services model designed for the new data-driven era of music. With more than 1,000 artist relationships across Group activities, we are privileged to work with some of the most exciting and influential talent in the industry.
This integrated footprint - spanning talent management, live touring, merchandising, e-commerce, digital engagement, livestreaming, and audience analytics - gives us an unparalleled ability to understand and activate the multitude of ways in which fans and artists interact. It places the Group at the forefront of the fast-growing shift toward direct-to-fan commerce and engagement.
Our data-led approach is central to this. By unifying previously fragmented fan signals across ticketing, streaming, merchandise, and digital channels, we are building a connected view of audience behaviour that enhances decision-making across the Group. This is not just operational efficiency - it is an emerging form of intellectual property that we believe will deliver significant long-term value.
As the music industry places emphasis on sustainable value creation and direct access to first-party fan data, the Group's integrated services model provides a strong platform for future growth.
Other important developments and our strategy for FY26
We continue to grow organically and by acquisition across our key business segments of Representation, Services and Events. In the former, we acquired a controlling interest in Easy Life Group, an electronic music management and record label; we also launched ROAM, our live bookings agency, unifying ATC Live and its partner North American agency Arrival, which has created the fifth largest global music agency. In Services we took back full ownership of our livestreaming business Driift and added Control Industry Inc to the US activities of our merchandise business Sandbag. In Events, we added two well established music venues in Brighton - Concorde2 and Volks - and established an interest in two of the most successful music festivals in the country - Pride Brighton and On the Beach. In addition, we successfully launched "Hamlet Hail to the Thief", our co-production with the Royal Shakespeare Company, and a clear demonstration of how we can collaborate with our artist clients to generate new IP in which we participate.
Our integrated services model continues to drive commercial momentum. Our client base is both diversified and deeply embedded across a range of activities, and we are focussed on introducing our full suite and range of services to our clients. Our fan data strategy will further enhance our commercial attractiveness and appeal to existing and prospective artists and help to drive organic revenue growth. Our key performance indicators of artists using at least two or three of our services are already showing healthy improvement.
Our people
People work for ATC because of their passion for the music industry and to play a key part in helping our artists become and continue to be commercially successful across as many elements of the value chain as possible. This requires great dedication and often involves working unsociable hours, especially during key active periods of artists' activities such as live touring.
It is always pleasing to see individuals and teams recognised for their successes in the various music industry awards and we were delighted to see these again in 2025. All our people can be very proud of the journey and achievements of ATC and its component businesses to date, especially the senior management team that has tirelessly and relentlessly driven our growth and innovation. Our success is driven by the talent, creativity, and commitment of colleagues across every area of the business. On behalf of the Board, I would like to extend my sincere thanks to them for their exceptional contribution during the year.
Outlook
2025 has been a year of significant achievement and momentum. The research we undertook as part of our transition to AIM, and as part of our routine strategic thinking, continues to confirm the extensive opportunities available to us in the various components of the music industry value chain. We have available funds, industry and artist connections and, most importantly, an energised and experienced team, supported by technology and tools. Coupled with prudent cost management and strict management of capital allocation, we are well placed to take advantage of the shifts in the industry and go into 2026 with confidence.
As is typical for the Group, revenues and profitability are weighted towards the second half of the year, reflecting the seasonality of the live music calendar and the concentration of touring and festival activity in the summer months. We have started the year in line with our expectations, and with a strong platform in place, an expanding and talented team, and substantial long-term market opportunities ahead, the Group is well positioned to continue its positive trajectory in 2026 and beyond.
Andy Glover
Chairman
CEO Review
A defining year of strategic progress and international expansion
2025 was a defining year for ATC Music Group, marked by significant strategic progress and the continued evolution of the business as a leading international, independent music company. In 2026, the Group rebranded from All Things Considered Group plc to ATC Music Group plc, and we are pleased to present our results for the first time under the ATC Music Group name. This change reflects the way our complementary companies now work within a single, integrated organisation, enabling us to deliver a scaled, transformational offering to artists and partners. As the Group continues to grow, operating as one unified business supports a more robust organisational structure, a scalable operating model and a clear platform for long-term value creation.
In December 2025, ATC successfully transitioned its listing from the AQSE to AIM, the London Stock Exchange's growth market, raising £8.6 million in gross proceeds. Admission to AIM represents a significant milestone in the Group's development, enhancing ATC's visibility, credibility and profile within the capital markets. AIM provides access to a broader investor base and offers a strong platform to support the next phase of the Group's growth.
I would like to thank both our existing and new shareholders for their continued support and confidence in ATC. The funds raised in December enable us to continue investing in our artist representation and service offerings while accelerating execution of our growth strategy, with a particular focus on the development of our proprietary data platform. The intelligent use of data will sit at the heart of the evolving artist-to-fan engagement economy and will play a defining role in shaping the music industry over the coming years. We remain focused on disciplined growth and on delivering sustainable long-term value for all stakeholders.
Performance review
2025 was another strong year of growth for the Group, with revenues increasing to £67.4 million (FY24: £50.9 million). This represents the highest revenue level in the Group's history, following consistent year-on-year increases and an approximate 8.5-fold expansion over the past five years, demonstrating the successful execution of our organic and acquisitive growth strategy. During the year, we not only delivered strong top-line performance but also laid the groundwork for an exciting next phase of development, making clear progress in strengthening the operational and commercial foundations of the business. Adjusted EBITDA was £1.3 million compared with £1.6 million in the prior year, reflecting continued strategic investment to support future growth.
The Group's cash position strengthened significantly during the year. At 31 December 2025, cash balances totalled £21.4 million including client funds, and £18.9 million excluding client funds (31 December 2024: £9.7 million and £7.8 million respectively). The year end position benefited from the £8.6 million gross proceeds raised in December 2025 in connection with the Company's transition to AIM, together with disciplined cash management alongside continued investment in strategic acquisitions to support long-term growth.
Strategic growth and expansion
During the year, ATC expanded its market reach and enhanced its service offering through a number of targeted acquisitions and investments. These included the acquisition of full ownership of Driift Holdings Limited in February 2025, the purchase of a majority stake in two established Brighton music venues, and the acquisition of a 75% controlling interest in Easy Life Group, a music management and record label business.
We also continued to grow our Events segment. This included the addition of two new venues in Brighton, the successful delivery of a number of large-scale outdoor events in the city, and the launch of "Hamlet Hail to the Thief", our co-production with the Royal Shakespeare Company. These initiatives reflect our strategy to diversify revenues, deepen audience engagement, and provide artists with access to a broader range of creative and commercial opportunities.
ROAM: Creating a global independent booking agency
In September 2025, ATC launched ROAM, following the unification of ATC Live and its North American partner business, Arrival Artists, into a joint venture that has created the largest independent booking agency globally by roster size and the fifth largest agency overall. The formation of ROAM represents the culmination of several years of strategic development and investment and demonstrates ATC's ambition to build global scale while retaining independence.
Shortly after launch, ROAM was awarded Booking Agency of the Year, winning against strong competition from established global players. Achieving this recognition so soon after formation is a significant accomplishment and a real credit to the entire ROAM team. The planning, launch and early momentum of the business have been exceptionally well executed, and this endorsement from industry peers reinforces our confidence in ROAM's long-term potential. We believe this marks the beginning of an exciting new phase for the agency.
Integrated services driving commercial momentum
Artists remain at the centre of the Group's strategy. As the music industry continues to shift towards greater artist empowerment and control of rights, ATC's integrated, artist-led platform provides a clear competitive advantage.
During the year, the Group expanded its client base to approximately 1,000 artists (FY24: approximately 800) and continued to deepen engagement across multiple service lines. The strength of our integrated model is evidenced by the increasing number of artists utilising more than one Group service, which rose by 44% during the period, driving a corresponding increase in cross-service revenue year-on-year and demonstrating the tangible commercial benefits of our platform strategy.
Through disciplined acquisitions and strategic partnerships, we have built a scalable, end-to-end music services platform spanning talent management, live touring, merchandising, e-commerce and digital engagement. Our data-led approach integrates fan insights across channels, strengthening direct-to-fan relationships and enhancing monetisation opportunities. This integrated capability not only diversifies revenue streams but also increases lifetime value per client, positioning the Group strongly for sustained growth in the years ahead.
Strategy in action
In 2025, ATC successfully delivered a large-scale innovation in fan engagement and sustainable touring through the implementation of a private ticket ballot system for one of our key artist's European tours. Co-ordinated by ATC and powered by OpenStage, the initiative was designed to ensure fair ticket access, reduce ticket scalping, and minimise the environmental impact of fan travel.
The secure, data-driven process prioritised genuine fans through SMS verification and regional venue allocation, helping to reduce unnecessary long-distance travel by matching fans to their nearest hub. A 48-hour sign-up and verification window enabled comprehensive bot detection and prevented fraudulent registrations, maintaining both transparency and the integrity of the artist-fan relationship.
The campaign achieved exceptional engagement:
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1.5 million global registrations, with 959,884 bots identified and blocked
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1.8 million contactable fans added to mailing lists, representing a 409% increase
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88% email opt-in rate, enhancing future fan communication and marketing effectiveness |
This initiative not only delivered a fairer and more sustainable ticketing model but also demonstrated ATC's ability to leverage technology, partnerships, and fan data to strengthen artist relationships and long-term commercial opportunities across the Group.
Strengthening our US platform
During the year, ATC acquired the assets of Control Industry Inc, a US-based full-service merchandise management business led by its founder and CEO, Ricky Riker. Control Industry provides turnkey merchandising solutions across product design, manufacturing, digital services, retail, licensing and IP support, and brings with it deep industry expertise and established client relationships.
The acquisition marks a step change for ATC in the United States, broadening Sandbag's offering and further strengthening its foothold in the region. Ricky Riker has been appointed President of Sandbag USA, joining the business alongside three experienced team members. Their addition enhances the division's sales capability and provides greater capacity to accelerate growth in the US market. We are confident that this acquisition will significantly strengthen ATC's ability to support artists with a full suite of services in one of the world's most important music markets.
Board and leadership
During the year, the Board was further strengthened through a number of key appointments. The Directors are delighted to confirm that, as previously announced, Cliff Fluet has been appointed as a Non-Executive Director of the Company. Cliff brings extensive experience in music, media and entertainment law, alongside deep sector knowledge and strong governance expertise.
In addition, Andy Glover was appointed Non-Executive Chair of the Board. Andy brings a strong track record of leadership, strategic oversight and capital markets experience, and his appointment further enhances the Board's ability to support management in executing the Group's long-term growth strategy while maintaining high standards of governance.
The Board was also pleased to welcome James Patterson as Chief Operating Officer of ATC Music Group plc. James is responsible for overseeing the Group's operational and technological functions and is focused on driving efficiency, standardising processes across the Group, and ensuring that ATC's operations, systems and infrastructure are appropriately scaled to support the Group's ambitious growth strategy. Working closely with the Chief Executive Officer and Chief Financial Officer, James supports the integration of subsidiaries, harmonisation of workflows, and implementation of scalable solutions across finance, technology and operations. Drawing on his extensive operational leadership experience, he is focused on building a unified platform that underpins ATC's integrated services model, while strengthening business intelligence, risk management and operational resilience.
Market outlook and strategic positioning
The global music industry continues to experience both sustained growth and profound structural change. Following the prolonged decline that followed the collapse of physical music sales, the emergence of streaming and direct-to-fan engagement models has created a scalable, recurring and increasingly global revenue base. According to Goldman Sachs (Music in the Air, 2025), the sector is forecast to grow at a compound annual rate of between 6% and 8% through to 2030, with total industry revenues expected to approach $200 billion by 2035.
Growth is being driven not only by the continued expansion of paid streaming subscriptions and rising average revenue per user, but also by the resilience and evolution of live music. Live performance has reasserted itself as a cornerstone of the modern music economy, supported by new monetisation channels including short-form video platforms, gaming, brand partnerships and experiential formats. Together, these dynamics have created a more diversified and resilient ecosystem that continues to attract capital, talent and innovation.
At the same time, the industry is undergoing a fundamental transformation. Technological advancement, changing consumer behaviours and increasingly empowered artists are disrupting traditional business models and challenging legacy industry structures built around fragmentation and intermediaries. A defining feature of this shift is the growing importance of first-party fan data. As platforms fragment and artists seek greater control over their careers, direct access to audiences has become critical to effective touring, pricing, merchandising, content strategy and long-term value creation. Ownership and intelligent use of this data now represent a clear break from historical industry norms.
There has also been increased focus on the rise of highly engaged and loyal audiences, often referred to as superfans, creating new opportunities for monetisation and more direct economic relationships between artists and their fans. This shift is driving a structural change in how music and live experiences are created, marketed and monetised.
Against this backdrop, ATC has continued to evolve its operating model. Central to the Group's future success is the development of its integrated artist services approach, supported by a newly formed Integrated Artist Services team. This team is focused on connecting artists with their fans in more innovative and impactful ways, using data to deliver more personalised experiences and deeper engagement. By bringing together talent, data, fans and experiences, the Group aims to reduce inefficiencies created by traditional industry fragmentation and to build a more streamlined, fan-first model.
The live music market remains one of the most dynamic areas of growth within this evolving landscape. Global live revenues are expected to reach $38.6 billion in 2025, growing at a CAGR of 8.8% to $62.6 billion by 2034 (Custom Market Insights). Despite inflationary pressures, audiences continue to prioritise live experiences, particularly among younger demographics. For ATC, this presents a compelling opportunity to expand its live operations through ROAM, Joy Entertainment and ATC Experience, enabling artists to capture a greater share of value across touring, venues and emerging hybrid formats such as livestreaming and immersive events.
The Group's integrated platform spans representation, live touring, venues, merchandising, digital engagement and audience analytics, allowing artists to engage with the elements of the offering that best suit their needs or to benefit from a fully integrated solution. Importantly, this model keeps artists in control of their data while providing the tools and insight needed to grow sustainable, long-term businesses. The Directors believe this collaborative, data-led approach places ATC at the forefront of the emerging creative artist economy.
Looking ahead
ATC enters the next phase of its development with a strong platform, an expanded international footprint and a clear strategic focus. The Directors believe that the Group's diversified business model, combined with its proven track record and disciplined approach to growth, positions ATC well to capitalise on future organic and acquisitive opportunities in a rapidly evolving industry.
Our recent acquisitions of Push Media Ventures and Cirkay Limited will help to accelerate that growth as the increasing shift to direct-to-fan economics puts more opportunity in the hands of artists and their direct representatives. The integration of improved data platforms and CRM solutions across the Group, delivered by Push, will give us a substantial competitive advantage.
By continuing to invest in talent, data and integrated services, the Group is well placed to participate in, and help shape, the next trajectory of growth within the global music industry. We look forward to the year ahead with confidence and optimism and would like to thank colleagues across the Group for their continued dedication, as well as the Board, advisers and shareholders for their ongoing support. We remain firmly committed to delivering sustainable growth and long-term value for all stakeholders.
Segmental performance review
The Group is structured across three segments: Representation, Services and Events. All three segments showed strong revenue growth during 2025, supported by the strategic acquisitions of Easy Life Group and the two established music venues in Brighton.
Representation
Revenue in the Representation division increased by 26.8% to £14.4 million in 2025 (2024: £11.4 million), underpinned by strong performance in ATC Management. New managers and artists, along with the integration of Easy Life Group, contributed to strong revenue growth. Some highlights include:
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The formation of ROAM, through the merger of ATC Live and Arrival Artists, established the Group as the fifth largest agency globally, strengthening our scale and competitive position in live representation.
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ROAM won "Agency of the Year" at the LIVE Awards.
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ROAM booked 6,800 shows in 2025, representing circa 600 artists. |
Services
The Services division saw 26% growth, reaching £45.4 million in 2025 (2024: £35.9 million). The acquisition of Control Industry Inc strengthened our US 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.
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Serviced 1,600+ live events (FY24: 1,400), attended by over 9 million people (FY24: 6 million people).
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E-commerce sales grew 7% to £16 million, with 940,000 units (FY24: £15 million in revenue, 630,000 units). |
Events
The Live Events and Experiences segment, our newest business unit, also showed excellent growth of 147%, generating revenue of £7.5 million in 2025 (2024: £3.0 million), with the performance driven by the acquisition of Concorde 2 and Volks, two established music venues in Brighton.
Current trading and outlook
Looking ahead, we enter the new financial year with confidence. The foundations we have strengthened over the past twelve months - operationally, commercially and financially - position ATC to continue scaling with discipline. Our integrated platform, expanding artist base and growing cross-service engagement provide increasing visibility over revenues and multiple avenues for growth.
Post year end, we further strengthened our technology capabilities through the acquisition of 100% of Push Media Ventures, a UK-based technology services business providing digital marketing, data analytics, fan engagement and e-commerce solutions to the music industry. Push also developed Cirkay, a technology platform designed to create a lasting link between artists and their fans. At the centre of the platform is Cirkay Fan Pass, a digital key that unlocks exclusive perks and engagement opportunities across multiple platforms, enabling seamless interaction between artists and their communities.
Push and Cirkay bring proven technology capabilities that strengthen our ability to support artists in building deeper relationships with their audiences. We have previously utilised these technologies with a number of our artist clients and have seen substantially improved fan engagement and stronger economic outcomes as a result. The acquisition enables us to embed these platforms more deeply across our operations, accelerating our strategy of building a fully integrated, data-led artist services company at scale. Push and Cirkay provide complementary technology and services capabilities to the Group's current offering and align closely with our overarching data and technology strategy. The Board believes that ownership of these businesses will enable the Group to further integrate technology within its existing operations, strengthen its direct-to-fan infrastructure and support the continued development of a data-driven artist ecosystem.
With a strong balance sheet, a clear strategic focus and a differentiated market position, we believe the Group is well placed to build on its momentum, deliver sustainable long-term value and further establish ATC as a leading, artist-centric music services business.
Adam Driscoll
Chief Executive Officer
Financial review
Another year of strong revenue growth
I am pleased to present the Group's first Annual Report following our successful transition to the AIM market. The year represented another period of strong revenue growth, reflecting both the continued momentum of the underlying business and the benefits of our diversified service model.
Overview
2025 was a highly successful year of growth, with Group revenues increasing to £67.4 million (2024: £50.9 million). Adjusted operating EBITDA was £1.27 million (2024: £1.63 million). Revenue growth was delivered across all segments (with the exception of rights), driven by continued organic expansion alongside the successful execution of our acquisition strategy. A number of earnings-enhancing acquisitions completed during the year further strengthened the Group's platform and contributed meaningfully to revenue growth.
Adjusted operating profit was slightly lower year-on-year, reflecting deliberate investment across all segments to support future revenue expansion. Central costs increased as the Group invested in additional headcount and infrastructure to advance its data-driven, direct-to-fan strategy and further develop its integrated service offering.
|
Key Statistics |
2025 £'000 |
2024 £'000 |
Variance £'000 |
|
Revenue |
67,447 |
50,853 |
16,594 |
|
Gross profit |
19,284 |
15,369 |
3,915 |
|
Adjusted operating EBITDA |
1,274 |
1,626 |
(352) |
|
Depreciation, amortisation and impairment |
(2,222) |
(1,613) |
(609) |
|
Share-based payment charge |
(22) |
(41) |
19 |
|
Exceptional items |
(1,044) |
(173) |
(871) |
|
Operating loss |
(2,014) |
(201) |
(1,813) |
|
Net finance income/(costs) |
(704) |
316 |
(1,020) |
|
Tax |
(470) |
(161) |
(309) |
|
Loss for the year after tax |
(3,190) |
(270) |
(2,920) |
|
Basic and diluted earnings per share (pence) |
(19.01) |
(3.78) |
(12.86) |
Revenue
Revenue for 2025 increased to £67.4 million (2024: £50.9 million), representing growth of 33%. This strong performance was driven by a combination of continued organic expansion and strategic acquisitions, which have significantly enhanced the Group's value proposition and scale.
Growth was delivered across all segments with the exception of Rights, which has not been a core strategic focus to date. The Services division performed particularly strongly following the strategic US acquisition of Control Industry Inc, while Events benefited from venue acquisitions completed during the year.
The Group's artist client base has expanded to over 1,000 artists and, together with recent acquisitions, this has broadened our market reach and strengthened our ability to deliver a fully integrated service offering across representation, live touring, digital engagement, ticketing and merchandising.
The segmental analysis of revenue is as follows:
|
Revenue |
2025 £'000 |
2024 £'000 |
Variance £'000 |
|
Representation |
14,444 |
11,395 |
3,049 |
|
Services |
45,375 |
35,873 |
9,502 |
|
Events Rights |
7,523 105 |
3,046 539 |
4,477 (434) |
|
Total |
67,447 |
50,853 |
16,594 |
Representation
The revenue of our Artist Representation segment increased by 26.8% from £11.4 million in 2024 to £14.4 million in 2025, attributable mainly to the following:
· ATC Management: ATC Management delivered revenue growth of 24% to £4.6 million (2024: £3.7 million), driven by an expanded roster of managers and strong UK touring activity from key client acts.
· Easy Life Group: In April 2025, we acquired a 75% stake in Easy Life Group, which generated £0.4 million in revenue since acquisition. The acquisition enjoys a long-term revenue stream with consistent returns and brings new opportunities to cross-sell additional integrated services across an enlarged customer base, further enhancing long-term value for the business.
Services
The Services segment delivered strong growth during the year, with revenue increasing 26% from £35.9 million to £45.4 million, driven by increased income from a major artist undertaking a touring cycle during the period as well as the acquisition of Control Industry Inc. in October 2025. The acquisition established and strengthened our US merchandising capability, providing a scalable platform supported by an experienced sales team and contracted client relationships. The acquisition brings significant industry expertise and a well-established client base, including high-profile artists and major retail partners. It represents a step change for ATC in the US, broadening Sandbag's capabilities, strengthening its regional presence and driving increased uptake of merchandising and direct-to-fan services across the wider Group.
Events
The Events division delivered significant growth during the year, with revenue increasing by 147% from £3.0 million to £7.5 million. This performance was primarily driven by the acquisitions of two music venues, Concorde 2 and Volks in Brighton, which have materially expanded the Group's live events footprint.
The addition of these venues aligns with our strategic ambition to provide a fully integrated service offering, supporting artists across every stage of their careers. It further strengthens our music services platform and enhances our ability to create deeper and more direct connections between artists and fans. These developments position the Group to capitalise on sustained demand for high-quality live experiences and to build long-term value within the live events segment.
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. We use this metric as it excludes the significant charge arising from the amortisation of intangibles arising on acquisitions, often over short useful economic lives; it also represents the profit measure that is under the control of our operating teams.
The adjusted profit measures can be reconciled to the reported statutory numbers as follows:
|
|
2025 £'000 |
2024 £'000 |
Variance £'000 |
|
Operating loss |
(2,014) |
(201) |
(1,813) |
|
Depreciation, amortisation and impairment |
2,222 |
1,613 |
609 |
|
Share-based payment charge |
22 |
41 |
(19) |
|
Exceptional items |
1,044 |
173 |
871 |
|
Adjusted operating EBITDA |
1,274 |
1,626 |
(352) |
The segmental analysis of adjusted operating EBITDA is as follows:
|
Adjusted operating EBITDA |
2025 £'000 |
2024 £'000 |
Variance £'000 |
|
Representation |
1,773 |
2,554 |
(781) |
|
Services |
1,251 |
328 |
923 |
|
Events |
96 |
(397) |
493 |
|
Rights |
54 |
104 |
(50) |
|
Central costs |
(1,900) |
(963) |
(937) |
|
Total |
1,274 |
1,626 |
(352) |
Adjusted operating EBITDA decreased year-on-year from £1.6 million in 2024 to £1.3 million in 2025. Strong performance in Services and Events, driven by acquisitions completed during the year, was more than offset by increased investment in other areas of the business, particularly Representation and central functions. These investments included additional headcount and continued development of infrastructure to advance our data-driven, direct-to-fan strategy and integrated service offering. The Group remains committed to disciplined, strategic investment to strengthen its platform and support sustainable long-term growth.
Net finance income/(costs)
Net finance income/(costs) increased year on year by £1,020,000. This movement is largely driven by the accounting treatment of the put and call option liability in respect of Sandbag. The remeasurement of this liability resulted in a £624,000 impact to net finance income in the year. In the prior year, a gain was recognised following the fair value remeasurement of the liability, whereas in the current year the liability increased, giving rise to a charge. The option remains unexercised at the date of this report. The year end valuation was determined in accordance with the option pricing mechanism set out in the Shareholders' Agreement. In previous years, the valuation was based on a calculated value with an appropriate discount factor applied.
Loss before taxation
The loss before tax amounted to £2.7 million (2024: loss before tax £0.1 million).
As previously noted, the Group considers adjusted operating EBITDA to be the most appropriate measure of ongoing financial performance, as it excludes amortisation of acquired intangibles, non-trading items and the results of associates and joint ventures. Reported (loss)/profit before tax was significantly affected by such items in both 2024 and 2025.
|
Loss before taxation |
2025 £'000 |
2024 £'000 |
Variance £'000 |
|
Representation |
616 |
1,999 |
(1,383) |
|
Services |
172 |
(1,468) |
1,640 |
|
Events |
(529) |
(394) |
(135) |
|
Rights |
54 |
104 |
(50) |
|
Central costs |
(3,033) |
(350) |
(2,683) |
|
Total |
(2,720) |
(109) |
(2,611) |
Central costs were significantly higher in 2025, reflecting continued investment in infrastructure to support the Group's growth strategy. Exceptional costs also increased materially during the year, primarily driven by business combination expenses associated with M&A activity, together with costs incurred in connection with the Group's transition to AIM.
Cash flow
The Group reported year end net cash of £18.0 million after current debt (2024: £6.7 million), and a net cash position of £10.4 million after both current and non-current debt (2024: £4.1 million). Cash (own funds) increased significantly by £11.1 million during the year, benefiting from the £8.6 million gross proceeds raised in December 2025 in connection with the Company's move to AIM, alongside the impact of strategic investments in acquisitions undertaken to support long-term growth.
|
|
2025 £'000 |
2024 £'000 |
Variance £'000 |
|
Cash and cash equivalents |
21,447 |
9,662 |
11,785 |
|
Funds held on behalf of clients |
(2,596) |
(1,912) |
(684) |
|
Own funds |
18,851 |
7,750 |
11,101 |
|
Short-term debt: |
|
|
|
|
Borrowings |
(233) |
(635) |
402 |
|
Right of use lease liabilities |
(595) |
(394) |
(201) |
|
Net cash after current debt |
18,023 |
6,721 |
11,302 |
|
Non-current borrowings: |
|
|
|
|
Bank loans and borrowings |
(4,728) |
(935) |
(3,793) |
|
Lease liabilities |
(2,869) |
(1,710) |
(1,159) |
|
Net cash after current and non-current debt |
10,426 |
4,076 |
6,350 |
Operating cash flow
Cash generated from operations increased to £5m (2024: £(2.2)m), resulting in net cash inflow from operating activities of £4.8m (2024: £(2.5)m). This improvement was primarily driven by favourable working capital movements during the year.
Overall, the Group's operating cash performance reflects the underlying growth in the business, alongside continued volatility in working capital driven by the timing of touring, settlements and client activity.
Capital allocation, funding priorities and dividend
The Board remains committed to a disciplined capital allocation policy that prioritises investment in the business to drive growth through targeted acquisitions. The Board believes that the opportunities ahead of the Group are significant and is confident in the long-term structural growth drivers supporting the business.
The Group maintains appropriate debt facilities to support its operations and acquisition strategy, with leverage managed on a prudent and sustainable basis. Existing cash resources, together with available facilities, provide sufficient capital to fund working capital requirements and pursue selective inorganic growth opportunities.
In light of the significant acquisition opportunities available, the Board does not anticipate paying a dividend in the near term, as it prioritises reinvestment in the Group's expansion strategy. The dividend policy will, however, remain under review as the business continues to mature.
Balance Sheet
The Group maintains a strong balance sheet, with net assets of £11.0 million (FY24: £7.1 million), supported by cash balances of £21.4 million at the year end.
Trade debtors and other receivables increased to £14.6 million (FY24: £8.2 million), reflecting the seasonality of revenues at the end of the year and a higher level of trading activity.
Trade and other payables increased from £15.8 million in FY24 to £28.0 million in FY25, with the majority of the increase relating to accruals and deferred income, which rose by 94% from £9.5 million in 2024 to £18.4 million in 2025. This reflects the timing of revenue recognition and associated costs, including merchandising activity at year end. The increase is broadly consistent with the 91% rise in trade debtors, compared to revenue growth of 33%, and is driven by normal seasonality and the phasing of touring and related income streams.
The Group has entered into a number of property leases which are accounted for under IFRS 16. As a result, right-of-use assets of £3.3 million (FY24: £2.0 million) have been recognised within tangible assets, together with corresponding lease liabilities of £3.5 million (FY24: £2.1 million).
Going Concern
The accounts have been prepared on a going concern basis. The Board has 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 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Revenue |
2 |
67,447 |
50,853 |
|
Cost of sales |
|
(48,163) |
(35,484) |
|
Gross profit |
|
19,284 |
15,369 |
|
Other operating income |
|
116 |
255 |
|
Administrative expenses |
|
(18,126) |
(13,998) |
|
Share-based payments |
11 |
(22) |
(41) |
|
Depreciation, amortisation and impairment |
|
(2,222) |
(1,613) |
|
Exceptional items |
|
(1,044) |
(173) |
|
Operating loss |
4 |
(2,014) |
(201) |
|
Share of results of associates and joint venture Finance income Finance charges |
|
(2) 91 (795) |
(224) 461 (145) |
|
Loss before tax |
|
(2,720) |
(109) |
|
Taxation expense |
5 |
(470) |
(161) |
|
Loss for the year after tax |
|
(3,190) |
(270) |
|
Other comprehensive income: Items that will not be reclassified to profit and loss Revaluation of unlisted investments Currency translation differences and others |
|
- (87) |
1 (44) |
|
Total other comprehensive income |
|
(87) |
(43) |
|
Total comprehensive income for the year |
|
(3,277) |
(313) |
|
Loss for the year attributable to: - Parent company |
|
(3,157) |
(604) |
|
- Non-controlling interests |
|
(33) |
334 |
|
|
|
(3,190) |
(270) |
|
|
|
|
|
|
Total comprehensive income for the year is attributable to: |
|
|
|
|
- Parent company |
|
(3,244) |
(647) |
|
- Non-controlling interests |
|
(33) |
334 |
|
|
|
(3,277) |
(313) |
|
Profit/(loss) per share: |
Notes |
Total Pence |
Total Pence |
|
Basic and diluted (pence) |
6 |
(19.01) |
(3.78) |
Non-GAAP metric - adjusted operating EBITDA
|
|
|
2025 £'000 |
2024 £'000 |
|
Operating loss |
|
(2,014) |
(201) |
|
Depreciation, amortisation and impairment |
|
2,222 |
1,613 |
|
Share-based payment charge |
|
22 |
41 |
|
Exceptional items |
|
1,044 |
173 |
|
Adjusted operating EBITDA[**] |
|
1,274 |
1,626 |
Consolidated statement of financial position
At 31 December 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Intangible assets |
7 |
9,328 |
7,306 |
|
Property, plant and equipment |
8 |
3,915 |
2,320 |
|
Investments |
|
127 |
471 |
|
Total non-current assets |
|
13,370 |
10,097 |
|
Current assets |
|
|
|
|
Inventories |
|
1,085 |
896 |
|
Trade and other receivables |
|
14,589 |
8,181 |
|
Cash and cash equivalents |
|
21,447 |
9,662 |
|
Total current assets |
|
37,121 |
18,739 |
|
Total assets |
|
50,491 |
28,836 |
|
Liabilities |
|
|
|
|
Current Liabilities |
|
|
|
|
Trade and other payables |
|
28,040 |
15,816 |
|
Income tax payable |
|
950 |
493 |
|
Borrowings |
|
233 |
635 |
|
Lease liabilities |
|
595 |
394 |
|
|
|
29,818 |
17,338 |
|
Non-current liabilities |
|
|
|
|
Bank loans and borrowings |
|
4,728 |
935 |
|
Deferred tax liability |
|
996 |
913 |
|
Lease liabilities |
|
2,869 |
1,710 |
|
Financial instrument - put and call option |
|
1,085 |
846 |
|
Total non-current liabilities |
|
9,678 |
4,404 |
|
Total liabilities |
|
39,496 |
21,742 |
|
Net assets |
|
10,995 |
7,094 |
|
Equity |
|
|
|
|
Share capital |
10 |
234 |
165 |
|
Share premium |
|
18,331 |
10,261 |
|
Merger reserve |
|
2,884 |
2,884 |
|
Share-based payment reserve |
|
62 |
41 |
|
Currency translation reserve |
|
(150) |
(86) |
|
Retained deficit |
|
(11,858) |
(7,325) |
|
Equity attributable to the shareholders of the parent company |
|
9,503 |
5,940 |
|
Non-controlling interests |
|
1,492 |
1,154 |
|
Total equity |
|
10,995 |
7,094 |
Consolidated statement of changes in equity
At 31 December 2025
|
|
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 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 |
|
At 1 January 2025 |
165 |
10,261 |
41 |
2,884 |
(86) |
(7,325) |
5,940 |
1,154 |
7,094 |
|
Profit/(loss) for the year |
- |
- |
- |
- |
- |
(3,157) |
(3,157) |
(33) |
(3,190) |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Currency translation differences on overseas subsidiaries and others |
- |
- |
- |
- |
(87) |
- |
(87) |
- |
(87) |
|
Total comprehensive income |
- |
- |
- |
- |
(87) |
(3,157) |
(3,244) |
(33) |
(3,277) |
|
Issue of shares |
69 |
8,531 |
- |
- |
- |
- |
8,600 |
- |
8,600 |
|
Share issue costs |
- |
(461) |
- |
- |
- |
- |
(461) |
- |
(461) |
|
Share-based payment reserve |
- |
- |
22 |
- |
- |
- |
22 |
- |
22 |
|
Additions from business combinations - note 17 |
- |
- |
- |
- |
- |
(1,299) |
(1,299) |
354 |
(945) |
|
Dividends paid to non-controlling interests |
- |
- |
- |
- |
- |
- |
- |
4 |
4 |
|
Other movements |
- |
- |
(1) |
- |
23 |
(77) |
(55) |
13 |
(42) |
|
At 31 December 2025 |
234 |
18,331 |
62 |
2,884 |
(150) |
(11,858) |
9,503 |
1,492 |
10,995 |
Consolidated cash flow statement
For the year ended 31 December 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Cash flows from operating activities Loss for the year |
|
(3,190) |
(270) |
|
Adjustments for: |
|
|
|
|
Tax charge/(credit) |
5 |
470 |
161 |
|
Finance costs |
|
556 |
145 |
|
Finance income |
|
(91) |
(76) |
|
Fair value adjustment to put and call option |
|
239 |
(385) |
|
Depreciation of property, plant and equipment |
|
747 |
569 |
|
Amortisation |
|
1,003 |
764 |
|
Impairment |
|
288 |
280 |
|
Loss on remeasurement |
|
184 |
- |
|
Share-based payment |
|
22 |
41 |
|
Share of results of associates and joint ventures |
|
2 |
224 |
|
Cash flows from operating activities before changes in working capital |
|
230 |
1,453 |
|
(Increase)/decrease in trade and other receivables |
|
(6,174) |
(3,339) |
|
(Increase)/decrease in inventories |
|
(159) |
(132) |
|
(Decrease)/increase in trade and other payables - funds held on behalf of clients |
|
684 |
(405) |
|
Increase/(decrease) in trade and other payables - others |
|
10,439 |
253 |
|
Cash (used in)/ generated from operations |
|
5,020 |
(2,170) |
|
Interest paid |
|
(182) |
(145) |
|
Tax paid |
|
(77) |
(169) |
|
Net cash flows from operating activities |
|
4,761 |
(2,484) |
|
Cash flows from investing activities |
|
|
|
|
Purchase of property, plant and equipment |
|
(466) |
(10) |
|
Purchase of subsidiaries (net of cash acquired) |
9 |
(1,750) |
(1,774) |
|
Purchase of intangible assets |
7 |
(1,128) |
- |
|
Net amount (invested in)/withdrawn from associates and joint ventures |
|
- |
20 |
|
Dividends received from associated company |
|
- |
9 |
|
Interest received |
|
91 |
76 |
|
Net cash (used by)/ generated from investing activities |
|
(3,253) |
(1,679) |
|
Cash flows from financing activities |
|
|
|
|
Issue of equity shares - net of costs |
|
8,139 |
2,475 |
|
Net proceeds/(repayments) of loans and borrowings |
|
3,291 |
(866) |
|
Dividends paid to non-controlling interests |
|
- |
(342) |
|
Repayment of lease liability |
|
(873) |
(481) |
|
Net cash flows from financing activities |
|
10,557 |
786 |
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
12,065 |
(3,377) |
|
Effect of foreign exchange rates |
|
(280) |
50 |
|
Cash and cash equivalents at the start of the year |
|
9,662 |
12,989 |
|
Cash and cash equivalents at the end of the year |
|
21,447 |
9,662 |
Note - Cash and cash equivalents at the reporting date include restricted cash balances of £2,596,028 (2024: £1,911,736 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.
Selected notes to the financial statements
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 2025 or 31 December 2024.
Statutory accounts for the year ended 31 December 2024 have been filed with the Registrar of Companies and those for the year ended 31 December 2025 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 2025 is unmodified.
Going concern
The accounts have been prepared on a going concern basis. Based on the cash flow forecast for the period ended 30 June 2027, 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 Music 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 |
2025 £'000 |
2024 £'000 |
|
United Kingdom |
31,885 |
24,801 |
|
Europe |
10,869 |
4,984 |
|
United States of America |
21,233 |
18,520 |
|
Rest of the world |
3,460 |
2,548 |
|
Total |
67,447 |
50,853 |
Segmental Analysis - 2025
The following is an analysis of the Group's revenue and results by reportable segment:
|
|
Representation £'000 |
Services £'000 |
Events £'000 |
Rights £'000 |
Central costs £'000 |
Total £'000 |
|
Revenue |
14,444 |
45,375 |
7,523 |
105 |
- |
67,447 |
|
Cost of Sales |
(4,101) |
(37,763) |
(6,278) |
(21) |
- |
(48,163) |
|
Gross Profit |
10,343 |
7,612 |
1,245 |
84 |
- |
19,284 |
|
Other operating income |
103 |
(320) |
51 |
(18) |
300 |
116 |
|
Administrative expenses |
(8,673) |
(6,041) |
(1,200) |
(12) |
(2,200) |
(18,126) |
|
Adjusted operating EBITDA |
1,773 |
1,251 |
96 |
54 |
(1,900) |
1,274 |
|
Depreciation, amortisation and impairment Share-based payments Exceptional items |
(943) - (27) |
(944) - (107) |
(200) - (170) |
- - - |
(135) (22) (740) |
(2,222) (22) (1,044) |
|
Operating profit/(loss) |
803 |
200 |
(274) |
54 |
(2,797) |
(2,014) |
|
Share of results of associates and joint ventures |
18 |
(23) |
3 |
- |
- |
(2) |
|
Finance income |
28 |
28 |
32 |
- |
3 |
91 |
|
Finance charges |
(233) |
(33) |
(290) |
- |
(239) |
(795) |
|
Profit/(loss) before taxation |
616 |
172 |
(529) |
54 |
(3,033) |
(2,720) |
|
Taxation |
(378) |
(179) |
(19) |
- |
106 |
(470) |
|
Profit/(loss) for the year |
238 |
(7) |
(548) |
54 |
(2,927) |
(3,190) |
|
Assets and liabilities |
|
|
|
|
|
|
|
Total assets |
15,142 |
18,770 |
6,149 |
34 |
10,396 |
50,491 |
|
Total liabilities |
(11,723) |
(17,912) |
(7,948) |
(14) |
(1,899) |
(39,496) |
|
Net assets/(liabilities) |
3,419 |
858 |
(1,799) |
20 |
8,497 |
10,995 |
Segmental Analysis - 2024
The following is an analysis of the Group's revenue and results by reportable segment:
|
|
Representation £'000 |
Services £'000 |
Events £'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 |
3. Exceptional items
|
|
2025 £'000 |
2024 £'000 |
|
Termination costs Business combination costs Transaction and IPO-related costs |
82 322 640 |
29 144 - |
|
Total exceptional costs |
1,044 |
173 |
During the year, the Group incurred severance costs associated with a targeted restructuring programme aimed at streamlining operations and improving long-term efficiency. These costs primarily relate to one-off termination payments and related expenses for roles made redundant as part of this strategic initiative. In line with the Group's accounting policy, these severance costs have been classified as exceptional items on the basis that they are non-recurring and not considered part of the Group's underlying operating performance.
Business combination costs represent legal, professional, and advisory fees incurred in connection with the Group's acquisition activities. These include due diligence, legal structuring, and transaction advisory services related to completed and acquisitions.
Transaction and IPO-related costs represent incremental external costs directly attributable to the Group's IPO and are non-recurring in nature.
4. Operating loss
This is stated after the following:
|
|
2025 £'000 |
2024 £'000 |
|
Depreciation, amortisation and impairment |
|
|
|
Depreciation - owned assets |
143 |
147 |
|
Depreciation - right of use assets |
604 |
422 |
|
Depreciation - total |
747 |
569 |
|
Amortisation - customer relationships Amortisation - other intangibles Loss on remeasurement Loss on acquisition |
834 169 118 66 |
764 - - - |
|
Impairment of goodwill - note 7 |
288 |
280 |
|
Total |
2,222 |
1,613 |
|
|
£'000 |
£'000 |
|
Costs in connection with business combination |
322 |
144 |
|
Staff costs |
13,399 |
10,018 |
|
Cost of inventories recognised as an expense |
37,062 |
29,693 |
Auditor's remuneration
|
|
2025 £'000 |
2024 £'000 |
|
Analysis of fees paid to the Group's auditor: |
|
|
|
Audit of the Group and Company's financial statements |
78 |
76 |
|
Audit of the financial statements of subsidiaries |
88 |
65 |
|
Total fees paid to Group's auditor |
166 |
141 |
5. Income tax and deferred tax
The following tax was recognised in the income statement:
|
|
2025 £'000 |
2024 £'000 |
|
UK corporation tax for the current period |
387 |
301 |
|
Deferred tax |
83 |
(140) |
|
Income tax charge for the year |
470 |
161 |
The difference between the statutory income tax rate and the effective tax rates are summarised as follows:
|
|
2025 £'000 |
2024 £'000 |
|
Loss before tax |
(2,720) |
(109) |
|
Tax credit at the UK corporation tax rate of 25% |
(680) |
(27) |
|
Effects of: |
|
|
|
Non-deductible expenditure |
693 |
413 |
|
Income not taxable for tax purposes |
- |
(72) |
|
Movement in deferred tax not recognised |
375 |
68 |
|
Other adjustments |
82 |
(221) |
|
Tax charge for the year |
470 |
161 |
|
|
2025 £'000 |
2024 £'000 |
|
Deferred tax - on customer relationships intangible |
|
|
|
At 1 January |
913 |
773 |
|
Deferred tax on business combinations |
191 |
279 |
|
Deferred tax on prior year business combinations |
(234) |
(112) |
|
Other deferred tax (current year) |
122 |
(50) |
|
Movement in deferred tax provision |
4 |
23 |
|
At 31 December |
996 |
913 |
Factors affecting future tax charges
At the reporting date, the Group has unused tax losses of £8.7m (2024: £7.4m) available for offset against future profits. No deferred tax asset has been recognised in respect of these losses due to uncertainty over the timing and availability of future taxable profits.
6. Earnings per share
|
|
2025 £'000 |
2024 £'000 |
|
Loss attributable to owners of parent company |
(3,157) |
(604) |
|
Basic and diluted number of shares in issue |
16,610 |
15,997 |
|
Earnings per share |
Pence |
Pence |
|
Basic and diluted loss per share |
(19.01) |
(3.78) |
|
Basic and diluted loss per share (Continuing activities) |
(19.01) |
(3.78) |
Basic earnings per share is calculated by dividing the profit/loss after tax attributable to the equity holders of the Group by the weighted numbers of shares in issue during the year.
The calculation of basic earnings per share is based on the loss for the period of £3,157,000 (2024: loss of £604,000) and a weighted average number of shares in issue of 16,610,267 (2024: 15,997,003), resulting in a basic loss per share of 19.01p (2024: loss of 3.78p). The weighted average number of shares for diluted earnings per share, assuming the exercise of all warrants and share options, is 17,497,821 (2024: 16,648,581); however, as the Group incurred a loss for the period, the diluted loss per share is the same as the basic loss per share.
7. Intangible assets and impairment
|
|
Goodwill £'000 |
Customer Relationship £'000 |
IT Software £'000 |
Catalogue £'000 |
Total £'000 |
||
|
Cost |
|
|
|
|
|
||
|
At 1 January 2025 |
4,266 |
4,359 |
- |
- |
8,625 |
||
|
Additions - business combinations |
1,389 |
- |
- |
765 |
2,154 |
||
|
Additions |
1,115 |
- |
13 |
- |
1,128 |
||
|
Reclassifications from tangible fixed assets |
- |
- |
536 |
- |
536 |
||
|
Disposals |
- |
- |
(128) |
- |
(128) |
||
|
Foreign currency adjustments |
(28) |
- |
- |
- |
(28) |
||
|
At 31 December 2025 |
6,742 |
4,359 |
421 |
765 |
12,287 |
||
|
Amortisation and impairment |
|
|
|
|
|
||
|
At 1 January 2025 |
264 |
1,055 |
- |
- |
1,319 |
||
|
Reclassifications |
- |
- |
372 |
- |
372 |
||
|
Disposals |
- |
- |
(128) |
- |
(128) |
||
|
Amortisation charge for period |
- |
834 |
67 |
102 |
1,003 |
||
|
Impairment |
288 |
- |
- |
- |
288 |
||
|
Loss on remeasurement |
118 |
- |
- |
- |
118 |
||
|
Foreign currency adjustments |
(13) |
- |
- |
- |
(13) |
||
|
At 31 December 2025 |
657 |
1,889 |
311 |
102 |
2,959 |
||
|
Net book value |
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
|
4,002 |
3,304 |
- |
- |
7,306 |
|
At 31 December 2025 |
|
|
6,085 |
2,470 |
110 |
663 |
9,328 |
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. Catalogue intangible assets are amortised on a straight-line basis over seven and a half years.
Analysis of goodwill is as follows:
|
|
2025 £'000 |
2024 £'000 |
|
ATC Live LLP |
517 |
517 |
|
Circa LLC |
364 |
392 |
|
Sandbag Limited |
909 |
909 |
|
Joy Entertainment Group Limited |
518 |
518 |
|
Raw Power Management Limited |
1,666 |
1,666 |
|
Easy Life Group |
366 |
- |
|
Control Industry Inc |
565 |
- |
|
Volks |
550 |
- |
|
Concorde 2 |
630 |
- |
|
Total |
6,085 |
4,002 |
Goodwill
On 27 February 2025, the Group acquired a 60% interest in the Brighton-based late-night venue, Volks, for total consideration of £650,000. The cash outflow of £550,000 is presented within investing activities in the consolidated statement of cash flows.
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 from 10% to 80% for a consideration of £875,000.
On 1 May 2025, Sandbag Limited, a subsidiary in which the Group holds a 60% interest, acquired certain assets of Control Industry Inc for total consideration of $760,000, including deferred consideration of $240,000. The cash outflow of $520,000 relating to the acquisition is presented within investing activities in the consolidated statement of cash flows.
Valuation of acquired intangible assets
The fair value of intangible assets acquired in business combinations is determined using appropriate valuation techniques that estimate the present value of future economic benefits attributable to the asset. The Group applies an income-based valuation approach, which reflects the present value of expected future cash flows generated by the intangible asset.
Impairment review
At the year end, the Group performed its annual impairment review in accordance with IAS 36, Impairment of Assets. The review assessed whether the carrying amounts of goodwill and acquired intangible assets were recoverable for each cash-generating unit (CGU).
The impairment assessment was based on value-in-use calculations, determined by discounting projected cash flows derived from five-year financial forecasts approved by management at a discount rate of 17.10%. A growth rate of 5% was applied in the terminal period. This rate is lower than both current growth rates and long-term market expectations and therefore reflects a prudent forecasting approach.
The review concluded that, for the majority of CGUs, the present value of projected cash flows exceeded the carrying amounts of goodwill and acquired intangible assets. However, impairment charges were recognised in respect of Easy Life Group (£275,000) and Volks (£12,508), where the recoverable amounts were below carrying value.
Analysis of impairment charge as follows:
|
|
2025 £'000 |
2024 £'000 |
|
Easy Life Group |
275 |
- |
|
Volks |
13 |
- |
|
ATC Management Inc |
- |
254 |
|
Familiar Music |
- |
10 |
|
ATC4 LLP |
- |
16 |
|
Total |
288 |
280 |
The Directors have considered the sensitivity of the impairment assessment to reasonably possible changes in key assumptions and are satisfied that no such change would result in the carrying amounts of the remaining CGUs exceeding their recoverable amounts.
8. 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 2025 |
3,273 |
44 |
372 |
945 |
4,634 |
|
Reclassifications to intangible assets |
- |
- |
(13) |
(523) |
(536) |
|
Additions |
1,981 |
331 |
68 |
67 |
2,447 |
|
Additions as a result of business combinations |
- |
390 |
- |
827 |
1,217 |
|
Disposals |
- |
(319) |
(45) |
(62) |
(426) |
|
Remeasurement arising from lease modification |
39 |
- |
- |
- |
39 |
|
Foreign currency adjustments |
(148) |
- |
(4) |
(5) |
(157) |
|
At 31 December 2025 |
5,145 |
446 |
378 |
1,249 |
7,218 |
|
Accumulated Depreciation |
|
|
|
|
|
|
At 1 January 2025 |
1,309 |
44 |
242 |
719 |
2,314 |
|
Reclassifications to intangible assets |
- |
- |
12 |
(384) |
(372) |
|
Charge for year |
604 |
10 |
41 |
92 |
747 |
|
Additions as a result of business combinations |
- |
170 |
- |
608 |
778 |
|
Disposals |
- |
(44) |
(40) |
(58) |
(142) |
|
Foreign currency adjustments |
(25) |
- |
- |
3 |
(22) |
|
At 31 December 2025 |
1,888 |
180 |
255 |
980 |
3,303 |
|
Net book value |
|
|
|
|
|
|
At 31 December 2024 |
1,964 |
- |
130 |
226 |
2,320 |
|
At 31 December 2025 |
3,257 |
266 |
123 |
269 |
3,915 |
Under IFRS 16 Leases, the Group recognises right-of-use assets and corresponding lease liabilities for property leases.
During the year, the Group entered into two new property leases in respect of offices in New York and Brighton, resulting in additions to right-of-use assets of £1,869,629 (2024: £1,981,770). Right-of-use assets are measured at cost and depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset.
The carrying amount of right-of-use assets at 31 December 2025 was £3,257,038 (2024: £1,964,417). Depreciation charged in the year amounted to £604,071 (2024: £422,342).
9. Business Combinations and Changes in Ownership Interests
On 7 February 2025, the Group acquired the remaining shareholding in Driift Holdings Limited ("Driift"), a provider of end-to-end livestreaming solutions within the Group's services division. This transaction increased the Group's stake from a 32.5% minority interest to full ownership (100%) of Driift for a cash consideration of £196,944. In accordance with IFRS 3 Business Combinations, the previously held equity interest of 32.5% was remeasured to its acquisition-date fair value of £127,000, which was included in the total consideration transferred. The fair value of the net assets acquired was £391,000. As the aggregate consideration was less than the fair value of the net assets acquired, a gain on bargain purchase of £67,000 was recognised in the consolidated statement of profit or loss. The acquisition provides the Group with full control over Driift, enabling it to integrate livestreaming services more closely with its events portfolio, enhance revenue opportunities, and strengthen its digital capabilities.
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 from 10% to 80% for a consideration of £875,000.
On 1 July 2024, the Group obtained control of Apex Festival Services Limited (previously known as JTR Productions Limited), a UK company engaged in the provision of bar and associated services at large-scale festivals, including On the Beach in Brighton (c.70,000 capacity across two weekends annually) and Pride in the Park within the Brighton Pride
Festival (c.50,000 capacity). From this date, Apex Festival Services has been consolidated as a subsidiary of the Group. On 12 March 2025, the Group acquired an additional 43.7% equity interest in Apex Festival Services for cash consideration of £1.322 million, increasing its ownership to 93.7%. As control had already been obtained on 1 July 2024, this transaction has been accounted for as an equity transaction in accordance with IFRS 10. No additional goodwill has been recognised. The difference between the consideration paid and the carrying value of the non-controlling interest acquired has been recognised directly in retained earnings (£1,299,000).
On 1 April 2025, the Group acquired a 75% majority interest in Easy Life Entertainment ("Easy Life"), a music management and record label company for a net consideration of £1,025,000. Easy Life Entertainment consists of Real Life Management, Easy Life Records and Turn the Page PR. The consideration included the acquisition of a boat, which was subsequently sold shortly after completion for £275,000. Accordingly, the net acquisition
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:
|
|
Driift £'000 |
Concorde 2 £'000 |
Apex £'000 |
Easy Life £'000 |
Total £'000 |
|
Property, plant and equipment |
4 |
379 |
- |
55 |
438 |
|
Inventories |
- |
30 |
- |
- |
30 |
|
Trade and other receivables |
38 |
69 |
- |
127 |
234 |
|
Cash and cash equivalents |
1,214 |
122 |
- |
333 |
1,669 |
|
Trade and other payables |
(865) |
(204) |
- |
(715) |
(1,784) |
|
Borrowings |
- |
(46) |
- |
(53) |
(99) |
|
Non-controlling interests |
- |
(70) |
- |
(128) |
(198) |
|
Fair value adjustments: |
|
|
|
|
|
|
Intangible assets |
- |
- |
- |
765 |
765 |
|
Net identifiable assets acquired at fair value |
391 |
280 |
- |
384 |
1,055 |
|
Cash consideration |
|
|
|
|
|
|
% acquired during period |
67.5% |
70.0% |
43.7% |
75.0% |
|
|
Cash consideration for % acquired |
197 |
875 |
1,322 |
1,025 |
3,419 |
|
Cash consideration |
197 |
875 |
1,322 |
1,025 |
3,419 |
|
Goodwill |
|
|
|
|
|
|
Cash consideration |
- |
875 |
- |
1,025 |
1,900 |
|
Fair value of previously held 10% interest to its fair value on acquisition date |
- |
153 |
- |
- |
153 |
|
Loss on remeasurement of previously held 10% interest to its fair value on acquisition date |
- |
(118) |
- |
- |
(118) |
|
Fair value of net assets acquired |
- |
(280) |
- |
(384) |
(664) |
|
Goodwill acquired |
- |
630 |
- |
641 |
1,271 |
|
Net cash acquired |
|
|
|
|
|
|
Cash consideration |
197 |
875 |
1,322 |
1,025 |
3,419 |
|
Cash and cash equivalents acquired |
1,214 |
122 |
- |
333 |
1,669 |
|
Net cash acquired/(paid) |
1,017 |
(753) |
(1,322) |
(692) |
(1,750) |
10. Share capital
ATC Group Plc's issued and fully paid share capital is summarised in the table below:
|
Ordinary shares of £0.01 (2024: £0.01) |
Number |
Nominal value £ |
|
At 31 December 2024 |
16,541,467 |
165,414 |
|
At 31 December 2025 |
23,421,467 |
234,214 |
|
|
Number of shares No. |
Share Capital £ |
|
At 31 December 2023 Shares issued on 12 February 2024 Shares issued on 14 March 2024 Shares issued on 10 July 2024 At 31 December 2024 At 31 December 2024 |
14,102,935 23,809 2,232,905 181,818 16,541,467 16,541,467 |
141,029 238 22,329 1,818 165,414 165,414 |
|
Shares issued on 18 December 2025 |
6,880,000 |
68,800 |
|
At 31 December 2025 |
23,421,467 |
234,214 |
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 18 December 2025 6,880,000 with a nominal value of £0.01 were issued for £1.25 per share.
11. Share-based payments
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 |
2025 |
2024 |
|
Weighted- average exercise price |
£1.05 |
nil |
|
Fair value |
£0.14 |
£0.14 |
|
Share price at grant |
£1.00 - £1.05 |
£1.05 |
|
Expected volatility |
29.70% - 31.59% |
29.70% - 31.59% |
|
Expected life (years) |
3 |
3 |
|
Risk-free interest rate |
3.63% - 4.17% |
3.63% - 4.17% |
In the year ended 31 December 2025 the Group recognised total expenses of £21,683 (2024: £40,504) 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 2025 are shown below:
|
|
CSOP Number of shares 2025 |
CSOP Number of shares 2024 |
|
At 1 January |
950,500 |
- |
|
Granted in the year |
325,500 |
1,016,500 |
|
Forfeited in the year |
(133,000) |
(66,000) |
|
At 31 December |
1,143,000 |
950,500 |
|
Weighted average exercise price
|
2025 £ |
2024 £ |
|
At 1 January |
£1.025 |
- |
|
Granted in the year |
£1.021 |
£1.05 |
|
Forfeited in the year |
£1.057 |
£1.05 |
|
At 31 December |
£1.055 |
£1.025 |
As at 31 December 2025, a total of £203,850 (2024: £150,425) of CSOP options have vested.
The options outstanding at 31 December 2025 have a weighted average contractual life of 7.44 years (2024: 8.26 years).
12. 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 2025 |
% of ownership held by NCI 2024 |
Profit/(loss) allocated to NCI for year 2025 £'000 |
Profit/(loss) allocated to NCI for year 2024 £'000 |
NCI balance sheet 2025 £'000 |
NCI balance sheet 2024 £'000 |
|
Sandbag Ltd |
40.00% |
40.00% |
(34) |
(107) |
847 |
891 |
|
Joy Entertainment Group |
50.00% |
50.00% |
(157) |
207 |
395 |
243 |
|
Raw Power Management Ltd |
45.00% |
45.00% |
220 |
226 |
235 |
12 |
|
ATC Live LLP |
10.00% |
10.00% |
- |
129 |
248 |
248 |
|
Easy Life Group |
25.00% |
- |
(75) |
- |
53 |
- |
|
Other immaterial subsidiaries with NCI |
- |
- |
13 |
(121) |
(286) |
(240) |
|
|
|
|
(33) |
334 |
1,492 |
1,154 |
13. Related party transactions
Transactions with related parties for the year ended 31 December 2025
During the year, the Group paid rent for its office in Camden of £180,000 (2024: £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 £190,750 (2024: £196,316) to Craig Newman during the year.
During the year ended 31 December 2025, a profit share of £483,788 (2024: £663,499) was paid to Courtyard Music Management LLP and a further profit share of £960,000 has been accrued. Courtyard Music Management LLP is an entity in which Brian Message and Craig Newman are 25% members.
During the year the Group recharged overheads totalling £54,850 (2024: £93,542) to the following LLPs that the Group is a member of and has a significant interest in:
● ATC 9 LLP: £30,850 (2024: £88,564)
● ATC Live LLP: £24,000 (2024: £4,978)
In turn the group was recharged overheads totalling £151,727 (2024: £194,739) by the following LLPs that the Group is a member of and has a significant interest in:
● ATC 4 LLP: £nil (2024: £43,239)
● ATC 9 LLP: £46,727 (2024: £nil)
● ATC Live LLP: £105,000 (2024: £151,500)
During the year, the Group paid interest of £19,833 (2024: £21,085) to Pagham Investments Ltd.
Balances with related parties as at 31 December 2025
At 31 December 2025, the Group owed £750,000 (2024: £800,000) 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 2025, the following represent the amount of members capital in LLPs attributable to the Group and shown in 'investments in associates and joint ventures':
|
|
2025 £'000 |
2024 £'000 |
|
ATC 4 LLP |
- |
- |
|
ATC 9 LLP |
153 |
151 |
|
Total |
153 |
151 |
14. Events after the reporting date
Share option grants
Subsequent to the reporting date, the Company granted 1,150,000 share options over ordinary shares to certain Directors, persons discharging managerial responsibilities and senior management.
The options were granted with an exercise price of 128.5 pence per share, being the closing mid-market price on 6 January 2026, and have a contractual life of ten years. The options vest over periods ranging from one to three years, depending on the terms of the relevant plan.
The options were granted under the Company's Company Share Option Plan and Unapproved Share Option Plan. In accordance with IFRS 2 - Share-based Payments, the fair value of the options will be recognised as an expense over the relevant vesting periods in future accounting periods. As the grants were made after the reporting date, no charge has been recognised in the financial statements for the year ended 31 December 2025.
Following these grants, the Company has 2,474,000 share options outstanding, representing approximately 10.56% of the Company's issued share capital.
UK office lease renewal - related party transaction
Subsequent to the reporting date, the Company entered into an agreement to renew the lease of its UK headquarters at The Hat Factory, 166-168 Camden Street, London NW1 9PT for a further ten-year term commencing 7 January 2026, at an annual rent of £180,000, plus buildings insurance. As the renewal is effective from 1 January 2025, it has been treated as an adjusting event under IAS 10 and recognised in the financial statements in accordance with IFRS 16 within right-of-use assets, with a corresponding lease liability.
The lease will give rise to a right-of-use asset and corresponding lease liability to be recognised in accordance with IFRS 16 - Leases in the financial period commencing after the reporting date.
The property is owned by a company beneficially owned by the spouses of two Executive Directors of the Company and, accordingly, the transaction constitutes a related party transaction under IAS 24 - Related Party Disclosures.
Acquisition of Push Group
On 10 March 2026, the Group acquired the entire share capital of Push Group, a UK-based technology services business providing digital marketing, data analytics, fan engagement and ecommerce solutions to the music industry. Push Group consists of Push Media Ventures Limited, Push Entertainment Limited and Cirkay Limited. The acquisitions provide complementary technology and services capabilities within the ATC platform, consistent with the stated strategy of building a data-led, fully integrated artists services business. The total consideration for the Acquisition is approximately £1,050,000, of which approximately £315,000 will be satisfied in cash from the Group's existing cash resources and approximately £735,000 will be satisfied by way of the issue of the 506,897 Consideration Shares at an agreed price of 145 pence per new Ordinary Share.
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