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Registration number: 09667015

Ticketek UK Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 30 June 2023

 

Ticketek UK Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Consolidated Profit and Loss Account

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 37

 

Ticketek UK Limited

Company Information

Directors

S Rouse

G P Jones

Intertrust (UK) Limited

Company secretary

Intertrust (UK) Limited

Registered office

1 Bartholomew Lane
London
England
EC2N 2AX

Auditor

Milsted Langdon LLP
Chartered Accountants and Statutory Auditors
Freshford House
Redcliffe Way
Bristol
BS1 6NL

 

Ticketek UK Limited

Strategic Report for the Year Ended 30 June 2023

The directors present their strategic report for the year ended 30 June 2023.

Principal activity

The principal activity of the group is provision of event ticketing services and the parent company of a UK Group of live event promoters and venue operators.

Fair review of the business

The group turnover for the year increased to £40.2m from £22.6m in 2022. Trading conditions improved significantly as the economy recovered from having been impacted significantly in the prior year following the emergence of the global COVID-19 pandemic and the Government lock down measures causing trading to cease from late March 2020 through the start of the prior financial year. On 24 February 2022 all restrictions in the UK in relation to the COVID 19 pandemic were lifted and in the current year the group has returned to to a ‘normal’ (pre COVID-19) level of trading.

The group made a pre-tax loss of £7.0m (2022: £9.8m), with trading suffering from the lingering effects of the COVID-19 pandemic on the economy and the group continuing to grow its event ticketing services in the UK.

The group continued to diversify the live promoting and ticketing business throughout the year.

The directors closely monitor their chosen Key Performance Indicators “KPIs” for the group and regularly look for ways to improve performance. Owing to the unprecedented nature of the period of these financial statements, coupled with the ongoing effects of the COVID-19 pandemic on the economy, the directors are unable to determine a meaningful comparison in KPIs and this is expected to continue into the 2023/24 financial year.

Due to the economy reopening and trade and confidence returning, the directors are seeing the group return to previous trading conditions experienced before the pandemic, as confidence grows globally.

Going concern

The financial statements have been prepared on the going concern basis, which the directors believe to be appropriate because of the reasons below:

The ultimate parent company of the group, Amplify Bidco Pty Ltd, who owns 100% of the parent company, Ticketek UK Limited, has provided the parent company with an undertaking that, for at least 12 months from the date of approval of these financial statements, it will continue to provide financial support to enable the parent company and the group to meet all its current and future obligations. Based on this undertaking, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

The wider group has now returned to a ‘normal’ (pre COVID-19) level of trading with the consequences of the Coronavirus (COVID-19) pandemic easing significantly throughout the year.

 

Ticketek UK Limited

Strategic Report for the Year Ended 30 June 2023

Principal risks and uncertainties

The group has procedures to identify risk and protect and manage the group from events that may hinder its financial performance objectives. The objectives aim to limit counterparty exposure, ensure sufficient working capital exists and monitor and manage risk. These are aligned with its parent group.

Price risk - the group is exposed to price risk as a result of its operations. However, sales prices are constantly reviewed and agreed by management to ensure sales prices reflect any fluctuating prices within the market price.

Credit risk - before sales are made, appropriate credit checks are performed on potential customers. The majority are established customers or businesses and we perform a risk based analysis, therefore the credit risk on individual customers is limited.

Liquidity and cash flow risk - the group's exposure to liquidity risk is minimal and the group tightly monitors its cash flow in line with its parent's cash flow and risk procedures.

Outlook
The directors do not foresee any material changes in the principal activities of the group. The group has now returned to a ‘normal’ (pre COVID-19) level of trading. The directors are confident of the ability of the group to continue to meet client and customer demands. The directors consider the group to be well placed in all aspects in which it operates and to increase revenue and profitability into the future.

Approved and authorised by the Board on 27 September 2024 and signed on its behalf by:
 

.........................................
S Rouse
Director

 

Ticketek UK Limited

Directors' Report for the Year Ended 30 June 2023

The directors present their report and the consolidated financial statements for the year ended 30 June 2023.

Directors of the group

The directors who held office during the year were as follows:

S Rouse

G P Jones

A Vivek (ceased 8 August 2023)

The following director was appointed after the year end:

Intertrust (UK) Limited (appointed 8 August 2023)

Information included in the Strategic Report

The group has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the group's Strategic Report information required by the Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch 7 to be contained in the Directors' Report. It has done so in respect of principal risks and uncertainties.

Results and dividends
The results for the year are set out on page 10.

No ordinary dividends were paid during the year (2022 - £nil). The directors do not recommend payment of a final dividend (2022 - £nil).

No dividends have been paid since the end of the financial period ended 30 June 2023.

Financial instruments
The group has procedures to identify risk and protect and manage the group from events that may hinder its financial performance objectives. The objectives aim to limit counterparty exposure, ensure sufficient working capital exists and monitor risk and manage it at a business unit level. The group does not consider it necessary to employ derivatives such as forward currency contracts to manage risk based on the group's current activities.

Principal risks and uncertainties
The group's principal risks and uncertainties are considered on page 3.

Political donations

During the year, the group made no political donations (2022: £nil).

Future developments

The group continues to trade and there are no other future developments to note.

Important non adjusting events after the financial period

In January 2024, Propaganda Promotions Limited ceased trading and the group disposed of the Propaganda brand. Propaganda Promotions Limited will wind down its operations following the cessation.

 

Ticketek UK Limited

Directors' Report for the Year Ended 30 June 2023

Disclosure of information to auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the Group's auditor is unaware; and
- the directors have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group's auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
 

Approved by the Board on 27 September 2024 and signed on its behalf by:

S Rouse
Director

   
     
 

Ticketek UK Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Ticketek UK Limited

Independent Auditor's Report to the Members of Ticketek UK Limited

Opinion

We have audited the financial statements of Ticketek UK Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 June 2023 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

Ticketek UK Limited

Independent Auditor's Report to the Members of Ticketek UK Limited

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

Ticketek UK Limited

Independent Auditor's Report to the Members of Ticketek UK Limited

Auditor Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company are complying with the legal and regulatory framework;

inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud;

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Guy Armitage-Norton (Senior Statutory Auditor)
For and on behalf of Milsted Langdon LLP, Statutory Auditor

Freshford House
Redcliffe Way
Bristol
BS1 6NL

30 September 2024

 

Ticketek UK Limited

Consolidated Profit and Loss Account for the Year Ended 30 June 2023

Note

2023
£

(As restated)

2022
£

Turnover

3

40,196,437

22,642,645

Cost of sales

 

(33,811,962)

(20,984,280)

Gross profit

 

6,384,475

1,658,365

Administrative expenses

 

(11,119,220)

(9,515,957)

Other operating income

4

57,382

544,190

Exceptional items

5

-

(362,733)

Operating loss

6

(4,677,363)

(7,676,135)

Other interest receivable and similar income

7

2

705

Interest payable and similar expenses

8

(2,349,760)

(2,157,005)

   

(2,349,758)

(2,156,300)

Loss before tax

 

(7,027,121)

(9,832,435)

Tax on loss

11

(37,735)

(84,185)

Loss for the financial year

 

(7,064,856)

(9,916,620)

Loss attributable to:

 

Owners of the company

 

(7,064,856)

(9,916,620)

The group has no recognised gains or losses or other comprehensive income for this or the preceeding year other than the continuing activities. Accordngly, a separate Statement of Other Comprehensive Income is not presented.

 

Ticketek UK Limited

(Registration number: 09667015)
Consolidated Balance Sheet as at 30 June 2023

Note

2023
£

(As restated)

2022
£

Fixed assets

 

Intangible assets

12

16,888,499

15,901,210

Tangible assets

13

1,067,888

1,200,689

Right of use assets

14

7,163,032

7,017,200

 

25,119,419

24,119,099

Current assets

 

Stocks

17

131,531

118,032

Debtors

18

14,890,277

15,712,556

Cash at bank and in hand

19

3,858,952

4,488,957

 

18,880,760

20,319,545

Creditors: Amounts falling due within one year

20

(64,972,256)

(56,391,220)

Net current liabilities

 

(46,091,496)

(36,071,675)

Total assets less current liabilities

 

(20,972,077)

(11,952,576)

Creditors: Amounts falling due after more than one year

20

(8,136,447)

(6,953,256)

Provisions for liabilities

21

-

(3,137,836)

Net liabilities

 

(29,108,524)

(22,043,668)

Capital and reserves

 

Called up share capital

23

17,300,001

17,300,001

Profit and loss account

(46,408,525)

(39,343,669)

Equity attributable to owners of the company

 

(29,108,524)

(22,043,668)

Total equity

 

(29,108,524)

(22,043,668)

Approved and authorised by the Board on 27 September 2024 and signed on its behalf by:
 

S Rouse
Director

   
     
 

Ticketek UK Limited

(Registration number: 09667015)
Balance Sheet as at 30 June 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

12

3,385,311

348,783

Tangible assets

13

72,570

38,446

Investments

15

15,317,940

16,631,857

Other financial assets

16

3,235,158

2,576,674

 

22,010,979

19,595,760

Current assets

 

Stocks

17

942

942

Debtors

18

5,563,577

5,230,197

Cash at bank and in hand

19

3,335,467

3,710,655

 

8,899,986

8,941,794

Creditors: Amounts falling due within one year

20

(24,020,610)

(20,527,149)

Net current liabilities

 

(15,120,624)

(11,585,355)

Total assets less current liabilities

 

6,890,355

8,010,405

Creditors: Amounts falling due after more than one year

20

(1,437,500)

(175,000)

Net assets

 

5,452,855

7,835,405

Capital and reserves

 

Called up share capital

23

17,300,001

17,300,001

Profit and loss account

(11,847,146)

(9,464,596)

Total equity

 

5,452,855

7,835,405

As permitted by Section 408 of the Companies Act 2006, no separate Profit and Loss account or Statement of Comprehensive Income is presented in respect of the parent company. The company made a loss after tax for the financial year of £2,382,550 (2022 - loss of £1,451,537).

Approved and authorised by the Board on 27 September 2024 and signed on its behalf by:
 

S Rouse
Director

   
     
 

Ticketek UK Limited

Consolidated Statement of Changes in Equity for the Year Ended 30 June 2023
Equity attributable to the parent company


 

Share capital
£

Retained earnings
£

Total equity
£

At 1 July 2021

17,300,001

(29,427,049)

(12,127,048)

Loss for the year (as restated)

-

(9,916,620)

(9,916,620)

At 30 June 2022

17,300,001

(39,343,669)

(22,043,668)


 

Share capital
£

Retained earnings
£

Total equity
£

At 1 July 2022 (as previously reported)

17,300,001

(35,952,788)

(18,652,787)

Prior period adjustment

-

(3,390,881)

(3,390,881)

At 1 July 2022 (as restated)

17,300,001

(39,343,669)

(22,043,668)

Loss for the year

-

(7,064,856)

(7,064,856)

At 30 June 2023

17,300,001

(46,408,525)

(29,108,524)

 

Ticketek UK Limited

Statement of Changes in Equity for the Year Ended 30 June 2023

Share capital
£

Retained earnings
£

Total
£

At 1 July 2022

17,300,001

(9,464,596)

7,835,405

Loss for the year

-

(2,382,550)

(2,382,550)

At 30 June 2023

17,300,001

(11,847,146)

5,452,855


 

Share capital
£

Retained earnings
£

Total
£

At 1 July 2021

17,300,001

(8,013,059)

9,286,942

Loss for the year

-

(1,451,537)

(1,451,537)

At 30 June 2022

17,300,001

(9,464,596)

7,835,405

 

Ticketek UK Limited

Consolidated Statement of Cash Flows for the Year Ended 30 June 2023

Note

2023
£

(As restated)

2022
£

Cash flows from operating activities

Loss for the year

 

(7,064,856)

(9,916,620)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

3,518,867

4,723,221

Loss on disposal of tangible assets

311

12,043

Finance income

7

(2)

(705)

Finance costs

8

2,354,468

1,965,080

Income tax expense

11

37,735

84,185

 

(1,153,477)

(3,132,796)

Working capital adjustments

 

Increase in stocks

17

(13,499)

(89,933)

Decrease/(increase) in trade debtors and other debtors

18

822,279

(995,704)

Increase in trade creditors and other creditors

20

7,786,756

10,173,369

(Decrease)/increase in provisions

21

(3,137,836)

2,929,193

Decrease in deferred income

 

-

(3,468,529)

Cash generated from operations

 

4,304,223

5,415,600

Income taxes paid

11

(37,735)

-

Net cash flow from operating activities

 

4,266,488

5,415,600

Cash flows from investing activities

 

Interest received

2

705

Acquisitions of tangible assets

(227,787)

(225,292)

Acquisition of intangible assets

12

(1,249,499)

(90,450)

Net cash flows from investing activities

 

(1,477,284)

(315,037)

Cash flows from financing activities

 

Interest paid

8

(2,009,646)

(1,661,099)

Payments to finance lease creditors, including lease premium payments

 

(1,409,563)

(526,761)

Net cash flows from financing activities

 

(3,419,209)

(2,187,860)

Net (decrease)/increase in cash and cash equivalents

 

(630,005)

2,912,703

Cash and cash equivalents at 1 July

 

4,488,957

1,576,254

Cash and cash equivalents at 30 June

 

3,858,952

4,488,957

The company is a qualifying entity for the purposes of FRS 102 and have elected to have exemption under FRS 102 paragraph 1.12(b) not to present the Company Statement of Cash Flows.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Bartholomew Lane
London
EC2N 2AX

These financial statements were authorised for issue by the Board on 27 September 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', apart from the exception stated below.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts within the financial statements are rounded to the nearest £.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Departure from requirements of FRS 102

The group has departed from FRS 102 with regards to accounting for property leases and has chosen to account for leases that meet the criteria set out under the accounting required under IFRS 16. The accounting now adopted has a resulted in right of use assets being recognised for such leases, along with associated liabilities for the present value of future lease payments. Previously, lease payments were charged as an expense to the profit and loss account on a straight line basis over the lease term. The prior year profit and loss account and balance sheet have been restated to reflect the change in accounting policy applied, and are included on page 18.

Summary of disclosure exemptions

Ticketek UK Limited, as an individual entity, meets the definition of a qualifying entity per FRS 102 and has taken advantage of the exemption available in paragraph 1.12 of FRS 102 from presenting a company-only statement of cash flows. These consolidated financial statements include a consolidated statement of cash flows, which include the cash flows of Ticketek UK Limited.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2023.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The financial statements have been prepared on the going concern basis, which the directors believe to be appropriate because of the reasons below:

The ultimate parent company of the group, Amplify Bidco Pty Ltd, who owns 100% of the parent company, Ticketek UK Limited, has provided the parent company with an undertaking that, for at least 12 months from the date of approval of these financial statements, it will continue to provide financial support to enable the parent company and the group to meet all its current and future obligations. Based on this undertaking, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.

The wider group has now returned to a ‘normal’ (pre COVID-19) level of trading.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Changes in accounting policy

The following have been applied for the first time from 1 July 2022 and have had an effect on the financial statements:

Adoption of IFRS 16

The directors have reviewed the accounting policies and believe that IFRS 16 should be adopted in respect of the group's leases to provide a true and fair view of the figures presented within the financial statements. The impact of this policy change on the financial statements is shown below.

Relating to the current period disclosed in these financial statements

£

Relating to the prior period disclosed in these financial statements

£

Relating to periods before the prior period disclosed in these financial statements

£

Administrative expenses

410

(50,936)

-

Interest payable

344,822

303,981

-

Right of use asset

7,163,032

7,017,200

-

Debtors

(501,806)

-

-

Finance lease liabilities

(7,259,503)

(7,270,245)

-

Profit and loss account

253,045

-

-

   

Prior period restatements

The directors identified there were cut off errors relating to the recognition of income and expenditure where income and expenditure should have been recognised in the 2022 financial statements instead of the 2023 financial statements. The comparatives have been restated to reflect this.

The directors have also assessed the allocation of certain expenses between cost of sales and administrative expenses. This has resulted in a reclassification of some expenses to cost of sales from administrative expenses in the previous period.

Relating to the current period disclosed in these financial statements
£

Relating to the prior period disclosed in these financial statements
£

Relating to periods before the prior period disclosed in these financial statements
£

Turnover

-

861,113

-

Cost of sales

-

3,213,188

-

Administrative expenses

-

(936,465)

-

Onerous contract provision

-

(3,137,836)

-

   

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Critical accounting judgements and key sources of estimation uncertainty

In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The assets of the group and parent company include intangible assets and investments, both of which arose as a result of acquisitions. The directors review the carrying value of intangible assets and investments for impairment at each period end. If indicators of impairment exist, the carrying value of intangible assets and investments are subject to further testing to determine whether its carrying value exceeds the recoverable amount. The process will usually involve the estimation of future cash flows that are likely to be generated by the assets. The key estimation on future cashflows is the timing and performance of events held. Cash flows have been discounted at a post tax discount rate of 11% (2022: 11%).

Included within intangible assets is a licence to hold an event which had a net book value of £1,154,273 (2022: £1,253,990) as at the balance sheet date. The company has received offers to sell this licence in excess of this net book value, but as at the period end there is no confirmed sale. On this basis the directors do not believe that the licence is impaired and so it continues to be included in the balance sheet at cost less accumulated amortisation.

The directors consider the requirement for any provisions for potential bad and doubtful debts. No provision for doubtful debts has been made for the year ended 30 June 2023 (2022 - £109,695). This estimation is based on the ageing of the debts and the likelihood of their recoverability. The carrying amount of trade debtors after the provision for potential bad and doubtful debts is £2,809,989 (2022 - £1,922,276).

The company enters into leases with third-party landlords and as a consequence the discount rate implicit in the relevant lease is not readily determinable. Therefore, the company uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the company would have to pay to borrow over similar terms, which requires estimations when no observable rates are available. As detailed in note 25, the rate adopted was 4.61% (2022 - 4.61%).

Revenue recognition

Revenue from the sale of tickets is recognised when the sale is made. Refunds and the reversal of revenue are recognised in the period in which they occur, or in the period that it is determined that they will occur in the future and the value can be reasonably estimated, whichever is earlier. Revenue from other ancillary services provided and the sale of goods are recognised in the period in which the service performed relates and net of sales/value added tax, returns, rebates and discounts after eliminating sales within the group respectively.

Government grants

Government grants are recognised using the accrual model. Where the costs have already been incurred then the grant is credited to the profit and loss account.

Finance income and costs policy

Interest income and expenses are recognised using the effective interest rate method.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Foreign currency transactions and balances

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences arising on translation are recognised within the profit and loss.

Taxation

Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

When the amount that can be deducted for tax for an asset (other than goodwill) that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.

Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the group is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to non-depreciable property measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset. In other cases, the measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.

Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Deferred tax assets and liabilities are offset only if: a) the group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Tangible assets

Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold improvements

Over duration of lease

Furniture, fittings and equipment

10 - 33.33% straight line

Plant and machinery

20% straight line

Motor vehicles

33.33% straight line

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Separately acquired trademarks and licences are shown at historical cost.

Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

The group capitalises costs in line with FRS 102 directly associated with developing and testing of its products if they fulfil the requirements of being technically feasible and will lead to future economic benefit.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10% straight line

Trademarks, patents and licenses

Over the length of the agreement

Contractual customer relationships

10% straight line

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Internally generated software development costs

To commence on finalisation of development

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a post-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and costs of disposal are incremental costs directly attributable to the disposal of an asset or cash generating unit, excluding finance costs and income tax expense.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Definition
A lease is a contract, or a part of a contract, that conveys the right to use an asset or a physically distinct part of an asset (“the underlying asset”) for a period of time in exchange for consideration. Further, the contract must convey the right to the company to control the asset or a physically distinct portion thereof. A contract is deemed to convey the right to control the underlying asset if, throughout the period of use, the company has the right to:

- Obtain substantially all the economic benefits from the use of the underlying asset; and
- Direct the use of the underlying asset (e.g. direct how and for what purpose the asset is used).
Initial recognition and measurement

The company initially recognises a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term.

The lease liability is measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments, purchase options at exercise price (where payment is reasonably certain), expected amount of residual value guarantees, termination option penalties (where payment is considered reasonably certain) and variable lease payments that depend on an index or rate.

The right-of-use asset is initially measured at the amount of the lease liability, adjusted for lease prepayments, lease incentives received, the company’s initial direct costs and an estimate of restoration, removal and dismantling costs.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Subsequent measurement
After the commencement date, the company measures the lease liability by:
(a) Increasing the carrying amount to reflect interest on the lease liability;
(b) Reducing the carrying amount to reflect the lease payments made; and
(c) Re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in substance fixed lease payments or on the occurrence of other specific events.

Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Interest charges are included in finance cost in the income statement, unless the costs are included in the carrying amount of another asset applying other applicable standards. Variable lease payments not included in the measurement of the lease liability, are included in operating expenses in the period in which the event or condition that triggers them arises.

The related right-of-use asset is accounted for using the cost model and is depreciated and charged in accordance with the depreciation requirements as disclosed in the accounting policy for depreciation. Adjustments are made to the carrying value of the right of use asset where the lease liability is re-measured in accordance with the above. Right of use assets are tested annualy for impairment.

Short-term and low value leases
The company has made an accounting policy election, by class of underlying asset, not to recognise lease assets and lease liabilities for leases with a lease term of 12 months or less (i.e., short-term leases).

The company has made an accounting policy election on a lease-by-lease basis, not to recognise lease assets on leases for which the underlying asset is of low value.

Lease payments on short-term and low value leases are accounted for on a straight-line bases over the term of the lease or other systematic basis if considered more appropriate. Short-term and low value lease payments are included in operating expenses in the income statement.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

3

Turnover

The analysis of the group's revenue from continuing operations for the year, which is entirely generated from sales in the United Kingdom in the current and preceeding period, is as follows:

2023
£

(As restated)

2022
£

Sale of goods

8,576,772

13,057,487

Rendering of services

31,619,665

9,585,158

40,196,437

22,642,645

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023
£

2022
£

Government grants

-

544,190

Miscellaneous other operating income

57,382

-

57,382

544,190

Government grants represent amounts received in relation to the Coronavirus Job Retention Scheme ("CJRS") and COVID-19 recovery funds which are accounted for as revenue grants.

5

Exceptional costs

2023
£

2022
£

Amounts written off

-

362,733

6

Operating loss

Arrived at after charging/(crediting):

2023
£

(As restated)

2022
£

Depreciation expense

1,269,157

824,601

Amortisation expense

2,249,710

2,294,929

Impairment of intangible assets

-

1,603,691

Operating lease expense - property

204,364

218,801

Loss on disposal of property, plant and equipment

311

12,043

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

7

Consolidated other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

2

705

8

Consolidated interest payable and similar expenses

2023
£

(As restated)

2022
£

Interest on other borrowings

1,987,127

1,661,099

Interest on obligations under finance leases and hire purchase contracts

344,822

303,981

Interest expense on other finance liabilities

22,519

-

Foreign exchange (losses)/gains

(4,708)

191,925

2,349,760

2,157,005

9

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

3,850,773

3,200,497

Social security costs

346,007

274,462

Pension costs, defined contribution scheme

117,066

41,394

Other employee expense

40,735

150,535

4,354,581

3,666,888

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
No.

2022
No.

Administration and support

186

185

186

185

None of the group's directors or key management personal received any remuneration for services to the group in the current or prior period from the parent company or the group.

Company
During the year, the company employed 16 (2022: 12) staff. Total staff costs, including social security costs and pension costs, for the year were £608,788 (2022: £543,256).

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

10

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

90,000

87,750


 

11

Taxation

Tax charged in the income statement:

2023
£

2022
£

Current taxation

UK corporation tax adjustment to prior periods

37,735

84,185

The tax on loss before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of 20.5% (2022 - 19%).

The differences are reconciled below:

2023
£

(As restated)

2022
£

Loss before tax

(7,027,121)

(9,832,435)

Corporation tax at standard rate

(1,440,560)

(1,868,163)

Increase in UK and foreign current tax from adjustment for prior periods

37,735

84,185

Effect of revenues exempt from taxation

(2,108)

(234)

Effect of expense not deductible in determining taxable profit (tax loss)

369,711

348,264

Increase from tax losses for which no deferred tax asset was recognised

1,124,821

1,520,133

Tax decrease from other tax effects

(51,864)

-

Total tax charge

37,735

84,185

The group has estimated tax losses of £28,499,402 (2022 - £23,509,412) available to carry forward against future trading profits. There is an unprovided deferred tax asset of £7,168,095 (2022 - £5,605,250). The asset has not been recognised due to uncertainty around the timing of future profits. Deferred taxes at the balance sheet date have been measured using these enacted tax rates at that date.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

12

Intangible assets

Group

Goodwill
 £

Trademarks, patents and licenses
 £

Contractual customer relationships
 £

Internally generated software development costs
 £

Brand
 £

Total
£

Cost

At 1 July 2022

27,247,572

3,399,930

14,333

65,450

4,016,160

34,743,445

Additions internally developed

-

-

-

120,166

-

120,166

Additions acquired separately

-

3,116,833

-

-

-

3,116,833

At 30 June 2023

27,247,572

6,516,763

14,333

185,616

4,016,160

37,980,444

Amortisation

At 1 July 2022

12,957,676

1,862,606

5,793

-

4,016,160

18,842,235

Amortisation charge

1,947,521

300,189

2,000

-

-

2,249,710

At 30 June 2023

14,905,197

2,162,795

7,793

-

4,016,160

21,091,945

Carrying amount

At 30 June 2023

12,342,375

4,353,968

6,540

185,616

-

16,888,499

At 30 June 2022

14,289,896

1,537,324

8,540

65,450

-

15,901,210

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Company

Trademarks, patents and licenses
 £

Internally generated software development costs
 £

Total
£

Cost

At 1 July 2022

300,000

65,450

365,450

Additions internally developed

-

120,166

120,166

Additions acquired separately

3,116,833

-

3,116,833

At 30 June 2023

3,416,833

185,616

3,602,449

Amortisation

At 1 July 2022

16,667

-

16,667

Amortisation charge

200,471

-

200,471

At 30 June 2023

217,138

-

217,138

Carrying amount

At 30 June 2023

3,199,695

185,616

3,385,311

At 30 June 2022

283,333

65,450

348,783

13

Tangible assets

Group

Leasehold improvements
£

Furniture, fittings and equipment
£

Plant and machinery
£

Motor vehicles
 £

Total
£

Cost

At 1 July 2022

543,894

53,033

1,213,802

12,474

1,823,203

Additions

117,055

400

110,332

-

227,787

At 30 June 2023

660,949

53,433

1,324,134

12,474

2,050,990

Depreciation

At 1 July 2022

234,073

27,920

349,743

10,778

622,514

Charge for the year

110,684

5,594

242,614

1,696

360,588

At 30 June 2023

344,757

33,514

592,357

12,474

983,102

Carrying amount

At 30 June 2023

316,192

19,919

731,777

-

1,067,888

At 30 June 2022

309,821

25,113

864,059

1,696

1,200,689

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Included within the net book value of land and buildings above is £Nil (2022 - £Nil) in respect of long leasehold land and buildings and £316,192 (2022 - £309,821) in respect of short leasehold land and buildings.
 

Company

Plant and machinery
£

Total
£

Cost

At 1 July 2022

57,129

57,129

Additions

64,668

64,668

At 30 June 2023

121,797

121,797

Depreciation

At 1 July 2022

18,683

18,683

Charge for the year

30,544

30,544

At 30 June 2023

49,227

49,227

Carrying amount

At 30 June 2023

72,570

72,570

At 30 June 2022

38,446

38,446

14

Right of use assets

Group

Land and buildings
£

Total
£

Cost

At 1 July 2022

7,493,025

7,493,025

Additions

1,054,401

1,054,401

At 30 June 2023

8,547,426

8,547,426

Depreciation

At 1 July 2022

475,825

475,825

Charge for the year

908,569

908,569

At 30 June 2023

1,384,394

1,384,394

Carrying amount

At 30 June 2023

7,163,032

7,163,032

At 30 June 2022

7,017,200

7,017,200

Right of use assets consist of capitalised property leases totalling £7,163,032 (2022 - £7,017,200).

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

15

Investments

For the year ending 30 June 2023 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:

TEG Live Europe Limited (company number: 08423282)

Imagine This (Live) Limited (company number: 10361107)

TEG Venues UK Limited (company number: 0933175)

Propaganda Promotions Limited (company number: 05545006)

Cowper Projects Limited (company number: 06044338)

For the year ended 30 June 2023 the following subsidiaries were entitled to exemption from audit under section 394A of the Companies Act 2006 relating to dormant companies:

Assorted Works Limited (company number: 05446023)

Barfly Camden Limited (company number: 09809672)

Company

2023
£

2022
£

Investments in subsidiaries

15,317,940

16,631,857

Subsidiaries

£

Cost

At 1 July 2022 and 30 June 2023

16,631,857

Provision

Provision

1,313,917

Carrying amount

At 30 June 2023

15,317,940

At 30 June 2022

16,631,857

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

TEG Live Europe Limited

Spectrum
Bond Street
Level 2
Bristol

England and Wales

Ordinary shares

100%

100%

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

TEG Venues UK Limited

Spectrum
Bond Street
Level 2
Bristol

England and Wales

Ordinary shares

100%

100%

Propaganda Promotions Limited

Spectrum
Bond Street
Level 2
Bristol

England and Wales

Ordinary shares

100%

100%

Imagine This (Live) Limited

Spectrum
Bond Street
Level 2
Bristol

England and Wales

Ordinary shares

100%

100%

Barfly Camden Limited

Spectrum
Bond Street
Level 2
Bristol

England and Wales

Ordinary shares

100%

100%

Assorted Works Limited

Spectrum
Bond Street
Level 2
Bristol

England and Wales

Ordinary shares

100%

100%

Cowper Projects Limited

Spectrum
Bond Street
Level 2
Bristol

England and Wales

Ordinary shares

100%

100%

Subsidiary undertakings

TEG Live Europe Limited

The principal activity of TEG Live Europe Limited is providing services for the promotion of concerts, events and tours in the UK and Europe.

TEG Venues UK Limited

The principal activity of TEG Venues UK Limited is the operation of entertainment venues.

Propaganda Promotions Limited

The principal activity of Propaganda Promotions Limited is the provision of DJ and club nights services.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

Imagine This (Live) Limited

The principal activity of Imagine This (Live) Limited is the provision of theatrical production services.

Barfly Camden Limited

The principal activity of Barfly Camden Limited is that of a dormant company.

Assorted Works Limited

The principal activity of Assorted Works Limited is that of a dormant company.

Cowper Projects Limited

The principal activity of Cowper Projects Limited is the letting and operating of group leased real estate.

16

Loan to subsidiary company

Company

2023

£

Balance at 1 July 2022

2,576,674

Amounts advanced during the year

658,484

Balance at 30 June 2023

3,235,158

The loan to subsidiary company is non-interest bearing, unsecured and repayable on demand.

17

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Raw materials and consumables

131,531

107,488

942

942

Merchandise

-

10,544

-

-

131,531

118,032

942

942

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

18

Debtors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

2,809,989

1,922,276

54,565

12,644

Amounts owed by related parties

26

2,480,572

-

4,105,500

4,295,500

Other debtors

 

1,396,921

3,159,542

1,377,097

862,631

Prepayments

 

8,202,795

10,630,738

26,415

59,422

 

14,890,277

15,712,556

5,563,577

5,230,197

Group
Trade debtors are stated after the provision for impairment of £Nil (2022 - £109,695).

Amounts due from related parties are unsecured, interest free and have no fixed date of repayment and are repayable on demand.

Details of non-current trade and other debtors

Group and Company

Other debtors includes £72,167 (2022 - £75,000) falling due after more than one year.

19

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash at bank

3,858,952

4,488,957

3,335,467

3,710,655

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

20

Creditors

   

Group

Company

Note

2023
£

(As restated)

2022
£

2023
£

2022
£

Due within one year

 

Loans and borrowings

24

560,556

491,989

-

-

Trade creditors

 

9,180,192

7,533,323

5,650,538

3,574,192

Amounts due to related parties

26

50,524,782

43,145,255

17,301,619

16,127,048

Social security and other taxes

 

874,969

479,484

26,006

119,412

Outstanding defined contribution pension costs

 

17,222

10,643

4,292

2,838

Other creditors

 

1,049,950

274,523

825,000

185,819

Accruals

 

2,658,057

4,371,818

213,155

517,840

Corporation tax liability

11

106,528

84,185

-

-

 

64,972,256

56,391,220

24,020,610

20,527,149

Due after one year

 

Loans and borrowings

24

6,698,947

6,778,256

-

-

Other non-current financial liabilities

 

1,437,500

175,000

1,437,500

175,000

 

8,136,447

6,953,256

1,437,500

175,000

Group
Amounts due to related parties is charged interest at 5.5% per annum, has no fixed date of repayment and is repayable on demand.

Other non-current financial liabilities represent amounts payable to third parties for ticketing exclusivity rights that are due after more than 1 year.

21

Provisions for liabilities

Group

Onerous contracts
£

Total
£

At 1 July 2022 (as restated)

3,137,836

3,137,836

Provisions used

(3,137,836)

(3,137,836)

At 30 June 2023

-

-

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

The group has recognised onerous contract provisions relating to tours where losses will be incurred to conclude them in the year-ended 30 June 2023. The estimated costs required to conclude the tours are significantly higher than the remaining revenue on the tours, and therefore are recognised in the year-ended 30 June 2022 accounts. The onerous provisions relating to tours was fully utilised in the year-ended 30 June 2023.

22

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £117,066 (2022 - £41,394).

Contributions totalling £17,222 (2022 - £10,643) were payable to the scheme at the end of the year and are included in creditors.

23

Share capital

Allotted, called up and fully paid shares

2023

2022

No.

£

No.

£

Ordinary shares of £1 each

17,300,001

17,300,001

17,300,001

17,300,001

       

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
Each share has full rights in the company with respect to voting, dividends and distributions.

24

Obligations under leases and hire purchase contracts

Group

Right of use asset leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

560,556

491,989

Later than one year and not later than five years

1,770,933

1,455,910

Later than five years

4,928,014

5,322,346

7,259,503

7,270,245

The interest expense on lease liabilities recognised in the year was £344,822 (2022 - £303,981). Interest is calculated at an incremental borrowing rate of 4.61%.

 

Ticketek UK Limited

Notes to the Financial Statements for the Year Ended 30 June 2023

25

Analysis of changes in net debt

Group

At 1 July 2022
£

Financing cash flows
£

New finance leases
£

At 30 June 2023
£

Cash and cash equivalents

Cash at bank

4,488,957

(630,005)

-

3,858,952

Borrowings

Lease liabilities

(7,270,245)

(1,043,659)

1,054,401

(7,259,503)

 

(2,781,288)

(1,673,664)

1,054,401

(3,400,551)

Company

At 1 July 2022
£

Financing cash flows
£

At 30 June 2023
£

Cash and cash equivalents

Cash

3,710,655

(375,188)

3,335,467

 

3,710,655

(375,188)

3,335,467

26

Related party transactions

Group

The group has taken advantage of the exemption within FRS 102 Section 33 in respect of Related Party Transactions not to disclose transactions or balances with wholly owned group companies.

At 30 June 2023 the group and company's assets were secured by fixed and floating charges by Global Loan Agency Services Australia Nominees Pty LTD.

27

Parent and ultimate parent undertaking

The company's immediate parent company is Softix Pty Ltd.

The ultimate parent undertaking, controlling party and smallest and largest group to consolidate these financial statements is Amplify Bidco Pty Ltd, a company incorporated in Australia.

The registered office of Amplify Bidco Pty Ltd is, Sydney office Level 3, 175 Liverpool St Sydney 2000.

28

Non adjusting events after the financial period

In January 2024, Propaganda Promotions Limited ceased trading and the group disposed of the Propaganda brand. Propaganda Promotions Limited will wind down its operations following the cessation.