Picture of ATC Music logo

ATC ATC Music News Story

0.000.00%
gb flag iconLast trade - 00:00
Consumer CyclicalsSpeculativeMicro CapNeutral

REG - ATC Music Group PLC - Annual Results and Notice of AGM

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260603:nRSC7320Ga&default-theme=true

RNS Number : 7320G  ATC Music Group PLC  03 June 2026

 

 

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

                                               2025     2024

                                               £'000    £'000
 Revenue                                       67,447   50,853
 Adjusted operating EBITDA(1)                  1,274    1,626
 Loss for the year after tax                   (3,190)  (270)
 Cash and cash equivalents(2)                  21,447   9,662
 Basic and diluted earnings per share (pence)  (19.01)  (3.78)

 

 ·             Group revenue increased by 33% to £67.4 million.

               o                                        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

               o                                        Services segment revenue up 26% to £45.4 million (2024: £35.9 million):
                                                        Sandbag, Circa, and Driift

               o                                        Live Events and Experiences revenue up 147% to £7.5 million (2024: £3.0
                                                        million): ATC Experience, and Joy Entertainment Group

 ·             Adjusted operating EBITDA of £1.3 million (2024: £1.6 million) following
               planned investment to support future expansion.

 ·             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.

 ·             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.

 ·             Group net cash after current debt rose to £18.0 million (2024: £6.7
               million), benefitting from the successful fundraise in December.

Operational Highlights

 

 ·             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.

 ·             Expanded client base to approximately 1,000 artists (FY24: approximately 800).

 ·             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.

 ·             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.

               o                                         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.

 ·             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.

Post Period End, Current Trading and Outlook

 

 ·             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.

 ·             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.

 ·             Established a solid foundation for future growth, supported by a large and
               visible pipeline of strategic acquisitions for FY26 and beyond.

 ·             Trading momentum in the first half of the year has continued, in line with
               management expectations.

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 (https://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:

 

 ATC Music Group plc                                                 Via Alma PR

 Adam Driscoll, CEO

 Deborah Lovegrove, CFO

 Allenby Capital Limited - Nominated Adviser and Broker              +44(0)20 3328 5656

 Jeremy Porter/Liz Kirchner/Ashur Joseph - Corporate Finance

 Matt Butlin/Jos Pinnington - Equity Sales & Corporate Broking

 Alma Strategic Communications - Financial PR                        +44(0)20 3405 0205

 Hilary Buchanan/Justine James/Will Merison

 

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:

 

 ·             Representation - artist management and live representation (ATC Management -
               Europe and USA, Raw Power Management, ROAM, Easy Life Group)
 ·             Services - merchandising and e-commerce, promotion, placement and technology
               solutions (Sandbag, Circa, Driift, Push*)
 ·             Events - venue ownership, production and promotion of live events (ATC
               Experience, Joy Entertainment Group, Live X)

 

For more information see: www.atcmusicgroup.com
(https://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:

 ·             1.5 million global registrations, with 959,884 bots identified and blocked

 ·             1.8 million contactable fans added to mailing lists, representing a 409%
               increase

 ·             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:

 ·             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.

 ·             ROAM won "Agency of the Year" at the LIVE Awards.

 ·             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.

 ·             Serviced 1,600+ live events (FY24: 1,400), attended by over 9 million people
               (FY24: 6 million people).

 ·             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     2024     Variance

                                               £'000    £'000    £'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     2024     Variance

                 £'000    £'000    £'000
 Representation  14,444   11,395   3,049
 Services        45,375   35,873   9,502
 Events          7,523    3,046    4,477

 Rights          105      539      (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     2024    Variance

                                            £'000    £'000    £'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     2024     Variance

                            £'000    £'000    £'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     2024     Variance

                       £'000    £'000    £'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     2024     Variance

                                              £'000    £'000    £'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      2024

                                                                    £'000     £'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                   (2)       (224)

 Finance income                                                     91        461

 Finance charges                                                    (795)     (145)
 Loss before tax                                                    (2,720)   (109)
 Taxation expense                                             5     (470)     (161)
 Loss for the year after tax                                        (3,190)   (270)
 Other comprehensive income:                                        -         1

 Items that will not be reclassified to profit and loss             (87)      (44)

 Revaluation of unlisted investments

 Currency translation differences and others
 Total other comprehensive income                                   (87)      (43)
 Total comprehensive income for the year                            (3,277)   (313)
                                                                    (3,157)   (604)

 Loss for the year attributable to:

 - Parent company
 - 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    Total

                                   Pence    Pence
 Basic and diluted (pence)  6      (19.01)  (3.78)

 

 

Non-GAAP metric - adjusted operating EBITDA

                                                 2025     2024

                                                £'000    £'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       Share     Share-based  Merger reserve  Currency translation reserve  Retained  Total    Non-controlling interests  Total

                                                                        capital    premium   payment      £'000           £'000                         deficit   £'000    £'000                      equity/

                                                                       £'000       £'000     reserve                                                                                                  (deficit)

                                                                                             £'000                                                      £'000                                         £'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     2024

                                                                                  £'000    £'000
 Cash flows from operating activities                                             (3,190)  (270)

 Loss for the year
 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        684      (405)
 clients
 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     2024

                           £'000    £'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  Services  Events   Rights   Central costs  Total

                                                    £'000           £'000     £'000    £'000    £'000          £'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          (943)           (944)     (200)    -        (135)          (2,222)

 Share-based payments                               -               -         -        -        (22)           (22)

 Exceptional items                                  (27)            (107)     (170)    -        (740)          (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   Services  Events   Rights   Central costs £'000   Eliminations £'000   Total

                                                    £'000             £'000     £'000    £'000                                               £'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          (448)             (1,144)   (21)     -        -                     -                    (1,613)

 Share-based payments                               -                 -         -        -        (41)                  -                    (41)

 Exceptional items                                  (47)              (35)      (61)     -        (30)                  -                    (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     2024

                                     £'000    £'000
 Termination costs                   82       29

 Business combination costs          322      144

 Transaction and IPO-related costs   640      -
 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     2024

                                                £'000    £'000
 Depreciation, amortisation and impairment
 Depreciation - owned assets                    143      147
 Depreciation - right of use assets             604      422
 Depreciation - total                           747      569
 Amortisation - customer relationships          834      764

 Amortisation - other intangibles               169      -

 Loss on remeasurement                          118      -

 Loss on acquisition                            66       -
 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     2024

                                                        £'000    £'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    2024

                                            £'000    £'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     2024

                                                      £'000    £'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
                                                               2024

                                                      2025     £'000

                                                      £'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     2024

                                                           £'000    £'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  Customer Relationship  IT         Catalogue  Total

                                                        £'000     £'000                  Software   £'000      £'000

                                                                                         £'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     2024

                                  £'000    £'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     2024

                     £'000    £'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  Short Leasehold improvements  Furniture,     Computers   Total

                                                 assets        £'000                         fittings and   and IT      £'000

                                                 £'000                                       equipment      equipment

                                                                                             £'000          £'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   Concorde           Easy

                                                                              £'000    2         Apex     Life     Total

                                                                                       £'000     £'000    £'000    £'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  -        153       -        -        153
 date
 Loss on remeasurement of previously held 10% interest to its fair value on   -        (118)     -        -        (118)
 acquisition date
 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                       14,102,935            141,029

 Shares issued on 12 February 2024         23,809                238

 Shares issued on 14 March 2024            2,232,905             22,329

Shares issued on 10 July 2024
181,818
1,818

 At 31 December 2024                       16,541,467            165,414

At 31 December 2024
16,541,467
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        CSOP

                                   Number of   Number of

                                   shares      shares

                                   2025        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

 

                                         % of ownership held by NCI 2025                                    Profit/(loss) allocated to NCI for year 2025 £'000   Profit/(loss) allocated to NCI for year 2024 £'000   NCI balance sheet  NCI balance sheet

 Subsidiary                                                               % of ownership held by NCI 2024                                                                                                             2025               2024

                                                                                                                                                                                                                      £'000              £'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     2024

            £'000    £'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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FR UUUWRNNUNRAR



            Copyright 2019 Regulatory News Service, all rights reserved

Recent news on ATC Music

See all news