The directors present the strategic report for the year ended 31 May 2025.
During the year to 31 May 2025, the Group continued to operate its circuit of live music and events venues comprising Electric Brixton, Electric Bristol and NX Newcastle. The trading environment has been challenging with increased headwinds from variable costs and overheads. However, the Directors remain focused on the medium term and sustainable organic growth of the Group including its Freehold estate.
Below is a summary of trading for each venue over the year:
During the year ended 31 May 2025, gross profit at Electric Brixton increased marginally from the previous year. However, operating profit and EBITDA were impacted by increased overheads, resulting in a marginal reduction from the previous year.
In April 2025, recognising the changing trading environment we re-positioned our major Bristol operation as a live music and events venue, replicating the successful programming model of Electric Brixton and NX Newcastle. As a result, despite a reduction in operating profit year-on-year, EBITDA at Electric Bristol markedly increased due to better operating margins. It is pleasing to see that Electric Bristol hosted a record number of live concerts increasing from 97 (YE24) to 107 (YE25). We are confident, through engagement with stakeholders in the music industry that the repositioning to Electric Bristol will continue to bear fruit and we will see continued growth in the number of club events which will drive increased EBITDA.
Following the successful launch of NX Newcastle in September 2022, the venue continues its strong growth, returning its first positive contribution to the Group during the year.
The number of events across the Group reduced to 458 (2024: 491), a 7% reduction of 33 events. Much of this was driven by the restructure at Bristol which accounted for 36 of these events. Despite this, footfall only fell by 1% to 412,880 admissions (2024: 416,455).
With the ongoing maturing of NX Newcastle, turnover for the Group increased 5.7% to £8,329,337 (2024: £7,881,456). Profit before tax reduced to £552,044 (2024: £1,294,912), mainly due to receipt of the final insurance payment in 2024 of £1,223,006 (2025: £0).
As at the year end, the group was in a net asset position of £7,167,467 (2024: £6,674,471).
The Board has overall responsibility for risk management and the system of internal controls, and for reviewing their effectiveness. Monitoring exposure to risk and uncertainty is an integral part of the company’s management processes, and risk management activities are designed to manage rather than eliminate risk.
Generally the principal risk that the Group faces are operational risk, competition, regulatory and legislative impacts, recruitment and retention of staff, and maintenance of reputation.
The Group’s activities expose it to financial risks including price risk, credit risk, liquidity risk and cash flow risk. These risks are monitored by the directors as part of the Group’s regular review of trading performance, working capital and cash flow forecasts.
Price risk arises principally from changes in supplier costs, staff costs, venue operating costs and other overheads. These cost pressures can affect operating margins where increases cannot be fully passed on through ticket pricing, venue hire arrangements or bar pricing. The directors manage this risk through regular review of pricing, supplier arrangements and cost control across the Group’s venues.
Credit risk arises from trade debtors and other amounts receivable. At 31 May 2025, Group trade debtors were £240,286 and total Group debtors were £571,141. The directors do not consider credit risk to be a principal risk, as debtor balances are monitored as part of normal working capital management and income is generated across a range of venue, ticketing, bar and rental activities.
The directors also monitor liquidity risk and cash flow risk through regular review of cash resources, working capital requirements, forecast trading performance and planned capital expenditure. At 31 May 2025, the Group had cash at bank and in hand of £2,768,738, net current assets of £1,015,034 and borrowings of £228,630. The Group generated cash from operations of £478,168 during the year and reported a net increase in cash and cash equivalents of £476,495. Having considered the Group’s cash resources, net current asset position and forecasts, the directors do not consider liquidity risk or cash flow risk to be principal risks, although both remain subject to regular monitoring given the Group’s ongoing investment in its venue estate and the wider trading environment.
The Group acknowledges the impact of the costs of living and inflation rates during the year, and how this may impact its operations. The Group does not consider these a principal risk or uncertainty.
The Group’s key performance indicators are turnover, gross profit, gross profit margin, operating profit before exceptional items, EBITDA before exceptional items, number of shows and footfall. The directors monitor the Group’s KPIs on a regular basis in order to assess the Group’s ongoing financial performance. The performance of the group in the current and prior year can be summarised as follows:
2025 2024 % movement
Turnover £8,329,337 £7,881,456 5.7%
Gross profit £4,621,454 £4,170,149 10.8%
Gross profit margin 55.5% 52.9% 4.9%
Operating profit £660,461 £130,281 407.0%
EBITDA £1,286,860 £687,044 87.3%
Number of shows 458 491 -7%
Footfall 412,880 416,455 -1%
On 14 May 2025 the Group received notification from the Court of Appeal that provided it with certainty as to the date of occupation of its Sheffield premises, which it subsequently took possession of in August 2025. Following the year end, the group undertook a significant refurbishment at the Sheffield premises, before launching successfully in March 2026 as a new music and events space under the brand Electric Studios. Early indications are that Electric Studios will be very successful and response from music promoters, artists and fans has been positive. We look forward to Electric Studios providing a positive EBITDA margin to the group within 2 years whilst the business builds to maturity. The Directors continue to appraise new opportunities for the development of the group including new venues and opportunities to invest and improve the venue estate. The Group holds little debt and the Directors are focused on improving efficiency whilst attracting the best music promoters for our venues in a difficult trading environment.
The Group will continue to actively pursue new opportunities relating to the development of its circuit of touring-class music venues.
For details of all post balance sheet events, refer to note 27.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 May 2025.
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The group has chosen in accordance with the Companies Act 2006, s414C(11) to set out in the group's strategic report information required by Large and 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 financial risk management objectives and policies, information on exposure to financial risk, future developments and post balance sheet events.
We have audited the financial statements of Electric Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company and group has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company and group did not inform us of any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company and group. We determined that the following were most relevant: FRS 102, Companies Act 2006, Health and Safety and Alcohol and Premises Licensing.
We considered the incentives and opportunities that exist in the company and group, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company and group, together with the discussions held with the company and group at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual;
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied;
Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to valuation of investment property, impairment of freehold land and buildings, impairment of investments in subsidiaries, valuation and impairment of goodwill, recognition of provisions and recoverability of amounts due from group undertakings;
Assessing the extent of compliance, or lack of, with the relevant laws and regulations;
Testing key revenue lines, in particular cut-off, for evidence of management bias;
Confirming the existence of key assets;
Obtaining third-party confirmation of material bank and loan balances;
Documenting and verifying all significant related party balances and transactions;
Reviewing documentation such as the board minutes, correspondence with solicitors, for discussions of irregularities including fraud;
Testing all material consolidation adjustments.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £66,959 (2024 - £1,272,965 profit).
Electric Group Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Electric Brixton, Town Hall Parade, Brixton Hill, London, United Kingdom, SW2 1RJ.
The group consists of Electric Group Holdings Limited and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Electric Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 May 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The group made profit before tax in the year of £552,044 (2024: £1,294,912) in the year. The group is in a net current asset position as at 31 May 2025 £1,015,034 (2024: £235,046). The group have achieved a profit post year end, and are forecasting further profits and therefore are comfortable that they will be able to trade at the expected levels.
The group undertook a large scale refurbishment project following the year end at the Sheffield venue folowing gaining possession in August 2025, funding the refurbishment through savings and funds raised through working capital. The group have a number of provisions recognised in these financial statements, however, the group have sufficient working capital to settle any amounts payable in respect of these balances.
Accordingly, at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for a period of at least twelve months from the approval of these financial statements. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is derived from operating music venues and leasing of investment properties and arose wholly in the United Kingdom. Turnover is recognised when services have been rendered. The turnover from operating music venues is primarily derived from venue hire fees, ticket sales and beverage sales.
Venue hire fees, ticket sales and other event related costs which are recharged as income are recognised at the point when the event takes place at the venue. Beverage sales and other similar sales which take place at an event are recognised at the point of sale.
Turnover from leasing of investment property represents rental income, property insurance premiums and service charges excluding value added tax. Recognition of rental income takes into account the terms of the lease including any lease incentives which are spread over the length of the lease.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors and borrowings are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
At the end of each financial year, the directors assess investments in subsidiaries for any indicators of impairment. The performance of the subsidiaries has been reviewed, including the performance during the year and post year end, as well as consideration of the fair value of leasehold properties held in the subsidiary accounts. An impairment in subsidiary has been recognised of £278,316 (2024: £69,318) against Harewood Bristol Limited. The directors consider there to be no indicators of impairment against any of the remaining investments in subsidiaries.
Amounts owed from the group are assessed for the recoverability of the balance. The directors have assessed the recoverability of this balance based on the financial position, trading results and forecasts of the group undertakings. Where applicable, net present value calculations have been used in considering the recoverability of the intercompany debtors which have been sensitised for movement in WACC as well as growth and RPI %.
The directors considered amounts due from Electric Group Holding Limited's subsidiary undertaking, MVL Properties (2015) Limited, to not be recoverable and these have been provided for in these accounts. The bad debt provision against the amounts due from the company's subsidiary is £2,557,429 (2024: £2,557,429).
In respect of amounts owed from the remaining entities in the group, the directors deem that the future trading potential of group companies, along with the intention to put charges in place over the freehold properties, support the conclusion that all other amounts are deemed fully recoverable.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Amortisation of goodwill
The directors have carried out an assessment of useful life of goodwill and it has been determined that 10 years is an appropriate amortisation policy.
Impairment of goodwill
Goodwill is tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount of goodwill has been impaired, for example due to a changed business climate. In order to determine if the value of goodwill has been impaired, the group relied on a number of factors, including historical results, business plans, forecasts and market data. Changes in the conditions for these judgements and estimates can significantly affect the assessed value of goodwill and its recoverable amount.
Investment properties are valued at fair value with changes in fair value being recognised in the profit and loss account. The fair value of the investment property has been arrived at on the basis of a valuation carried out in January 2026 by an independent third party valuation expert, with the effective date of the valuation being 31 May 2025. At the balance sheet date of 31 May 2025, the investment property has been revalued at £1,336,000. Determining the fair value of investment properties involves an element of estimation by referring to available market evidence, including rental yields, forecast earnings potential and EBITDA multiples. See note 12.
Freehold land and buildings are held at cost less depreciation and impairment. Freehold land and buildings are reviewed annually for impairment indicators. In January 2026 an independent third party valuation expert undertook valuation of the freehold land and buildings with the effective date of the valuation being 31 May 2025. At the balance sheet date of 31 May 2025, the freehold land and buildings were valued at £3,000,000 (2024: £2,900,000) which exceeds the net book value, therefore no impairment is required. Determining the fair value of freehold land and buildings involves an element of estimation by referring to available market evidence. The freehold land and buildings have been valued using the investment valuation approach, assessing the available rental flows of the property, the market rent and capitalising the rental flows using an appropriate rental yield.
Dilapidation provision
Provisions have been recognised relating to dilapidations in respect of the leases the group are entered into. The dilapidations relate to wear and tear which has accumulated over the course of the lease. An independent third party expert has completed their assessment of the dilapidation works to be completed and which are estimated to be of £110,000, which has been provided for in these financial statements.
Tenant compensation
A provision has been recognised in relation to compensation payable to the tenant at the end of the lease period, for works completed by the tenant on a number of individual improvements, as outlined in the lease agreement. On entering into the lease, the cost of carrying out the improvement works was valued by an independent third party, which has been adjusted for inflation to the balance sheet date to £650,000.
Costs relating to property development
A provision has been released during the year amounting to £132,854 (provision at year-end 2024: £132,854). This related to the best estimate of the directors for additional amounts payable in relation to the property development works undertaken. The directors had reviewed available information, including information from suppliers in determining the figure. However, expert advice has since concluded that this provision is no longer payable.
Rental provision
A provision has been recognised for the estimated increase in rent in respect of a lease the group are entered into. As at the balance sheet date, the existing lease had expired and negotiations were ongoing with regards to the new lease terms and rental uplift, but the obligation existed and there was a valid expectation of the increase in rent. An independent third party expert has completed their assessment of the expected rental uplift, which has been provided for in these accounts.
Statutory compensation provision
A provision has been recognised in respect of statutory compensation payable to the tenant under Section 37 of the Landlord and Tenant Act 1954. As at the 31 May 2025 the group were in proceedings under Section 25 of the Landlord and Tenant Act 1954 and the amount of compensation is yet to be concluded on. Therefore, a provision has been recognised at twice the property's rateable value, being £109,000.
All turnover is derived in the United Kingdom.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
The fair value of the investment property has been arrived at on the basis of a valuation made at 31 May 2025 by Gerald Eve, who are not connected with the group. The valuation was made on an open market basis by reference to the market’s perception of the trading potential, together with an assumed ability to obtain/renew existing licences, consents, certificates and permits.
The downward revaluation relates to the change in valuation if using the forecasted EBITDA multiplied by an appropriate EBITDA multiplier.
The historic cost of the investment property held by the company as at 31 May 2025 is £627,144 (2024: £627,144).
Details of the company's subsidiaries at 31 May 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The group owe amounts to one of the directors. Interest is being charged at a rate of 8%. There is no formal agreement for the timing of repayment.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary B shares are not entitled to any dividend or distribution, until such a time the holders of the A shares have received the total sum of £690,000. Thereafter, the A and B shares rank equally for dividends and distributions.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The group have previously drawn borrowings from a company which was owned by one of the directors. Advances were received of £1.75m in 2022 of which £150,000 is still outstanding at 31 May 2025 (2024: £150,000). Interest has accrued on the loan of £78,630 (2024: £66,630) which is still owed as at 31 May 2025. However, this loan has now been assigned to the director on 29 October 2024.
At the year end, there were amounts payable to a director in respect of expenses claim of £Nil (2024: £353).
At the year end, the group was owed £30,228 (2024: £31,297) from a director in respect of an interest bearing loan. During the year, the director was loaned an additional amount of £15,228. There was also a repayment of £16,297 in May 2025.
At incorporation, the group received an investor loan from a company associated with the ultimate shareholder. The balance outstanding on this loan at year-end amounts to £1,000 (2024: £1,000).
For the financial year ended 31 May 2025, the following of the company's subsidiaries, Latenight Investments Limited, Music Venues (Trading) Limited and MVL Properties (2015) Limited, were entitled to exemption from audit under section 479A of the Companies Act 2006.
The outstanding liabilities at the balance sheet date of the above subsidiary undertakings have been guaranteed by the company pursuant to s479A to s479C of the Companies Act 2006.
In August 2025, the group gained possession of the freehold property it owns in Sheffield following notification from the Court of Appeal in May 2025 in respect of ongoing proceedings to remove the tenant under section 25 of the Landlord and Tenant Act 1954. From August 2025, the property became owner-occupied.
When the property in Sheffield was returned to the company the former tenants had completed a full strip out. As a result, legal proceedings are ongoing post year-end in order to determine the final settlement amounts in relation to tenant compensation, statutory compensation, dilapidations, legal costs and other rental arrears under the former lease. No conclusions have been drawn at the date of signing of these financial statements.
The valuation of the investment property as at 31 May 2025, performed by independent third-party experts, incorporated anticipated refurbishment costs based on contractor quotations obtained prior to the company gaining possession. Once the group obtained possession of the property in August 2025, the group was able to assess the actual condition of the property and obtain revised quotations for the required works. Had the strip out of the property occurred prior to 31 May 2025, the property’s value would have been approximately £728,000 as at 31 May 2025.
After gaining possession, the group undertook a significant refurbishment at the Sheffield premises, before launching successfully in March 2026 as a new music and events space under the brand Electric Studios.