The directors present the strategic report and audited consolidated financial statements of the company and its subsidiaries (the "Group" or "RA") for the year ended 31 December 2025.
The Group continued to focus on its core operations as a Media & Ticketing Business during the year. The business achieved 27% growth in ticket revenue to £20,480,438 and 25% growth in total group turnover to £22,309,682. Operating profit was £435,742 compared to an operating loss of £315,152 in 2024 (as restated). Ticket revenue growth has continued into 2026.
The United Kingdom, the Group's largest market, delivered continued strong domestic growth, with revenue increasing by 15%.
International expansion was the standout story of the year. Revenue generated outside the United Kingdom grew by 34% and now accounts for almost 60% of Group turnover, with international markets delivering more than 70% of the Group's revenue growth. Growth was broad-based, with every international region growing by around 30% or more, and net ticket sales across the Group increasing by 20%.
North America continues to trend positively, with US revenue up by 36%. Canada and Mexico were among the Group’s fastest growing large markets, with ticket sales up 58% and 66% respectively, and across the USA, Canada Mexico ticket sales grew by over a third.
In Europe, revenue grew by 30%. Germany added almost as many tickets as the UK, the Netherlands was the fastest-growing major market with ticket sales up 86%, and Ireland, Denmark and the Czech Republic all grew ticket sales by more than 40%. The Group also entered Japan and saw rapid growth in emerging markets including Poland, New Zealand and South Korea, building strong foundations for continued international expansion.
The Group's media business continued to grow, with advertising revenue increasing by 13% to £1,829,244.
During the year the Group continued to make significant investments in its underlying ticketing technology. This complete rebuild of the Group’s commerce technology represents a new paradigm of development and innovation for the business. Ensuring RA can continue to scale in a rapidly evolving marketplace. The costs of this investment have been expensed in the year, ahead of roll out in 2026.
Foreign exchange movements resulted in a net gain of £96,126 in the year, compared to a loss of £493,115 in 2024.
The Group has now fully repaid the CIBL loan (£ 1.2m) and therefore have no outstanding debt.
The directors have considered the principal risks and uncertainties facing the business.
These include:
Interest Rate Risk
The Group's CBIL COVID Recovery Loan with HSBC was repaid in full during 2025 and the Group has no borrowings. Interest rate risk is therefore limited.
Credit risk
The Group mitigates these risks by maintaining a diversified group of supply side partners on the RA Pro platform as well as regularly reviewing partners' financial position.
Exchange rate risk
The Group transacts in a large range of foreign currencies. The Group mitigates exchange rate risks through natural hedging by aligning expenditure in the same currency as receipts where possible and regularly reviewing treasury positions.
Liquidity Risk
The board of directors and the senior management team review RA’s liquidity on a regular basis to ensure the business has sufficient resources to meet its obligations and achieve its objectives.
In 2026 the Group will launch its new commerce technology. The Group will also continue to invest in both the Technology and Media parts of the business, grow in international markets and launch additional RA Pro services.
The directors remain confident in the Group's long-term prospects and are committed to maintaining year-on-year growth.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2025.
Ordinary dividends were paid amounting to £100,000 (2024: £100,000). 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:
In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the group will be put at a General Meeting.
The group did not have any UK subsidiaries which qualified as individually large in this reporting period and it is therefore not required to report on its emissions, energy consumption or energy efficiency activities.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The strategic report further describes the financial position of the Group; its cash flows and liquidity position; the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; and details of exposure to credit risk and exchange risk. The group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of working capital available for at least 12 months from the approval date of these financial statements.
The Group operated at a total comprehensive income for the year of £462,714 (2024 as restated: loss of £213,928). At the year-end net current assets amounted to £27,251 and net assets amounted to £421,280. The Group currently has sufficient liquidity to enable all operations of the business to continue. The Directors have considered this and do not expect there to be an adverse impact to the Group and its operations.
The directors have considered the forecast position of both the company and the wider group in reaching their conclusions in respect of going concern.
At the balance sheet date, the group has significant current assets, of which £15.5m is represented by cash.
In considering the forecast trading performance of the company and the enlarged group, the directors have considered the impact of rising inflation. The assessment made recognises the inherent uncertainty associated with any forecasting at the present time.
The effects of the current economic climate and inflationary pressures have been considered and are reflected in current forecasts.
Thus the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium companies regime.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of Resident Advisor Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
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.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance
with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and
we considered the extent to which noncompliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the preparation of the financial statements such
as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit
procedures in response to these risks were carried out. These procedures included:
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Reading minutes of meetings of those charged with governance;
Obtaining and reading correspondence from legal and regulatory bodies including HMRC;
Identifying and testing journal entries;
Challenging assumptions and judgements made by management in their significant accounting estimates.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout
the audit.
There are inherent limitations in the audit procedures described above and the further removed non-compliance
with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we
would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk
of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the 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 £106,224 (2024 - £131,750 profit).
Resident Advisor Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 26 Norway Wharf, Hertford Road, London, United Kingdom, N1 5QT.
The group consists of Resident Advisor Group Limited and all of its subsidiaries.
The company's and the group's principal activities and nature of its operating are disclosed in the Directors' Report.
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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
The financial statements are prepared in sterling, which is the functional currency of the group. 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 certain financial instruments at fair value. 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 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated statement of comprehensive income and balance sheet include the financial statements of the company and its subsidiary undertakings as at 31 December 2025 using merger accounting. The investment is recorded in the company's balance sheet at the nominal value of the share issues together with the fair value of any additional consideration. In the group financial statements, merged subsidiary undertakings are treated as if they had always been a member of the group. Any difference between the nominal value of the shares acquired by the company and those issued by the company to acquire them is taken to a separate merger reserve.
The consolidated group financial statements incorporate those of Resident Advisor Group Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.
All financial statements are made up to 31 December 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. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The strategic report further describes the financial position of the Group; its cash flows and liquidity position; the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; and details of exposure to credit risk and exchange risk. The group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level of working capital available for at least 12 months from the approval date of these financial statements.
The Group operated at a total comprehensive income for the year of £462,714 (2024 as restated: loss of £213,928). At the year-end net current assets amounted to £27,251 and net assets amounted to £421,280. The Group currently has sufficient liquidity to enable all operations of the business to continue. The Directors have considered this and do not expect there to be an adverse impact to the Group and its operations.
The directors have considered the forecast position of both the company and the wider group in reaching their conclusions in respect of going concern.
At the balance sheet date, the group has significant current assets, of which £15.5m is represented by cash.
In considering the forecast trading performance of the company and the enlarged group, the directors have considered the impact of rising inflation. The assessment made recognises the inherent uncertainty associated with any forecasting at the present time.
The effects of the current economic climate and inflationary pressures have been considered and are reflected in current forecasts.
Thus the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
Turnover comprises commission income earned from ticket sales, recognised at the point of sale when the service is considered complete. The group acts as an agent in these transactions and therefore recognises revenue on a net basis, representing only the commission receivable. Revenue recognition is based on the transfer of significant risks and rewards of ownership, in line with the group's contractual arrangements with promoters and ticketing partners. This treatment complies with FRS 102 Sections 23 and 23A, and is supported by the RA Purchase Policy, Promoter Terms and Conditions, and Partnership Agreement.
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.
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
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 group 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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
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 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 group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
For defined contribution schemes the amount charged to profit or loss is the contributions payable in the year.
Differences between contributions payable in the year and contributions actually paid are shown as either
other creditors or other debtors.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
As lessee
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 the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.
Share Incentive Schemes
The group grants share options (“equity-settled share-based payments”) to certain employees. The group has previously granted share options as a part of an Employee Management Incentive scheme and as a part of the scheme these options are available to be exercised of termination of employment.
The share options are assessed as share based payments at fair value at grant date, and any difference between fair value and amount of the loans at grant date is recognised in profit and loss. In the event of shares being sold for less than cost, the group agrees to repurchase these at original cost.
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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The group does not trade in crypto currency and as such does not recognise crypto assets as inventory. The group has the objective of converting crypto currencies into cash, predominately US Dollars at the earliest opportunity available. The decision at the time of conversion of cryptocurrency into cash to best estimate the highest value receivable is the predominant key source of uncertainty and estimation. Since cryptocurrencies are not considered to be cash equivalents and the group does not trade them in the course of business they have been classified as an intangible asset. As permitted by FRS 102 Section 18, crypto currency classified as an intangible asset is revalued at the reporting date since there is an active market for the crypto currency held. Revaluations are recognised in other comprehensive income and accumulated within equity.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual credit for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 December 2025 are as follows:
Included within trade debtors (gross of any bad debt provisions) are amounts relating to merchant providers of £546,953 (2024: £845,839). Amounts owed by group undertakings are interest free, unsecured and repayable on demand.
Included within other debtors are amounts owed from various promoters totalling £1,154,158 (2024: £1,153,278).
Included within other creditors are amounts due in respect of promoters' rebates totalling £77,021 (2024: £89,558).
Included within other creditors are amounts owed to connected companies totalling £96,687 (2024: £36,650). These amounts are interest free, unsecured and repayable on demand.
Bank loans relating to a debenture charge in favour of HSBC UK Bank PLC of £362,927 was fully repaid in June 2025. Interest was payable at 3.99% above the Bank of England base rate.
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.
On 1 August 2024, an equity settled Performance Share Plan was introduced for the employees in the Group. Awards are made annually under the plan. In accordance with the scheme rules, options are exercisable at the nominal value of the shares subject to all vesting conditions being met. The vesting condition is continued employment. Vested options expire ten years after the vesting date.
The options outstanding at 31 December 2025 had an exercise price of £0.38, and a remaining contractual life of 8.69 years (2024: 9.69 years).
During the year, the Group recognised total share-based payment expenses of £17,260 (2024: £206,145) which related to equity settled share based payment transactions.
Each ordinary share carries one vote and participates equally with the other ordinary shareholders in distributions as respects dividends and capital (including on a winding up) and is not redeemable.
Revaluation reserve
The revaluation reserve represents cumulative movements in the fair value of intangible fixed assets
Profit and loss reserve
Cumulative profit and loss net of distributions to owners.
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:
During the year, the Resident Advisor Ltd was charged a total of £Nil (2024: £326,434) relating to management fees by connected companies, connected by way of of being under common control.
During the year, Resident Advisor Tickets Ltd was charged a total of £Nil (2024: £597,171) relating to management fees by connected companies, connected by way of being under common control.
Resident Advisor Ltd made rental payments totalling £89,000 (2024: £27,500) to the SSAS pension scheme to which the directors' are beneficiary and recognised a charge of £89,000 (2024: £27,500).
At the reporting date, included in other creditors is a balance of £96,688 (2024: £36,650) due to companies under common control.
The connected companies, excluding Regional Advice Corporation, became group companies following a group reorganisation on 10 April 2024. As a result, transactions and balances with those entities qualify for exemption from disclosure in the current year under FRS 102. Transactions occurring prior to this date are reflected in the comparative disclosures above.
During the year, management identified an error in the methodology previously used to determine the promoter liability balance. The report used to calculate the liability at 31 December 2024 contained inaccuracies arising from event mapping, transaction cut-off and the treatment of promoter advances, resulting in the promoter liability being overstated and profit being understated.
Following a detailed review of the underlying ticketing platform data, management concluded that £641,102 had been incorrectly charged to profit in the year ended 31 December 2024. The comparative figures have therefore been restated to recognise recoverable promoter advances and correct the measurement of the promoter liability.
The effect of the restatement after taking account of the related corporation tax effect of £116,957, profit and loss reserves increased by £524,145 at 1 January 2025.