REG - World Chess PLC - Results for the year ended 31 December 2025
Tue 07:00
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RNS Number : 2033B World Chess PLC 21 April 2026
World Chess Plc
("World Chess" or the "Company" or the "Group")
Financial Results for the year ended 31 December 2025
World Chess plc (LSE:CHSS), the London-listed chess organisation and operator
of FIDE Online Arena (worldchess.com), today publishes its financial results
for the year ended 31 December 2025.
Copies of the Company's full Annual Report and Financial Statements for the
period ended 31 December 2025 will be made available on the Company's website
at https://worldchess.com. and uploaded to the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Highlights:
Results for the year
· Revenue from continuing operations was €2,029,433 (2024:
€1,820,801).
· Total revenue including discontinued operations was €2,262,115
(2024: €2,434,173).
· The loss before tax from continuing operations was €2,685,342
(2024: €2,822,879).
· The loss from discontinued operations net of tax was €974,407
(2024: €972,050).
· The total loss was €3,659,941(2024: €3,795,146).
Operational and strategic highlights
· Exceeded one million registered users
· Launched The Tower, a new player progression and engagement
system
· Rebuilt and relaunched the World Chess mobile application
· Appointed Head of Mobile Design, formerly of Chess.com
· Migrated platform to unified worldchess.com domain
· Launched The World Chess Show across international broadcast
networks
· Extended partnership with the Algorand Foundation; added TipRanks
as commercial partner
· Began development of club and federation technology tools,
extending the platform beyond consumer play into the infrastructure of
organised chess globally
· India now represents 33% of paid subscribers and 25% of total
registered users.
For more information, visit: www.worldchess.com (http://www.worldchess.com/)
or contact:
World Chess merenzon@worldchess.com
Ilya Merenzon, CEO
AlbR Capital Limited - Financial Adviser +44 (0) 20 7469 0930
David Coffman / Dan Harris
Notes to Editors
World Chess (LSE: CHSS) is a leading chess gaming and entertainment company
and Fédération Internationale des Échecs ('FIDE') official commercial
partner. World Chess reinvents the sport for the modern consumer by
developing worldchess.com (http://worldchess.com/) , the exclusive platform
to play for the FIDE-recognized rating online, running Armageddon, the chess
league for prime-time television, and a new kind of chess clubs. The company
organized the World Chess Championship Matches in New York and London and
signed some of the biggest chess media deals in history. The company's
shares are traded on London Stock Exchange: LSE:CHSS. More at worldchess.com
(http://worldchess.com/) .
Statement from the Chair
2025 marked an important year for World Chess as the Group sharpened its
strategic focus and strengthened the foundations for future growth. The
business reached a significant milestone of over one million registered users,
launched a rebuilt mobile application, and continued to enhance its platform
and commercial partnerships.
A key priority during the year was the reallocation of resources towards
scalable, digital revenue streams. Following a strategic review, the Board
made the decision to close the Berlin Chess Club and concentrate investment on
product development and the growth of the Group's online subscriber base. This
reflects our conviction that long-term value will be driven by a focused,
technology-led model.
Financially, while revenues declined modestly, the Group delivered a slightly
improved performance with a reduction in loss before tax from continuing
operations to €2,685,342 from €2,822,879 in 2024. This reflects increasing
cost discipline alongside continued targeted investment in the platform,
positioning the business for more efficient growth.
The Group also strengthened its capital base during the year, securing
investment from strategic partners with deep experience in digital product
development and scaling technology businesses. Their engagement brings not
only capital but also valuable expertise as the Company executes its strategy.
The Board continues to engage with additional funding partners to ensure the
Group is well capitalised for its next stage of development.
The Board has maintained a strong focus on governance, liquidity and risk
management, while supporting management in prioritising product investment and
operational efficiency.
Having supported the Company through its IPO and more recently as Interim
Chair during this period of strategic refocus, I believe the business is now
well positioned for its next phase. Accordingly, I decided to resign as Chair
in February 2026 in order to enable to Board to refresh its skill set to be
more in line with its refocussed approach and agreed to remain in place until
the 11 May or earlier should a new appointment be made before then.
I would like to thank my fellow Directors and the management team for their
commitment and contribution during this period, and I look forward to seeing
the Company build on its progress in the years ahead. Finally, the Board
remains confident in the Group's strategy and its long-term potential
I would like to thank our shareholders, partners and employees for their
continued support.
Neil Rafferty
Interim Chairman
20 April 2026
Statement from the Chief Executive
A million people choose to play chess on World Chess. Hopefully, you are one
of them!
Today we have a platform with over a million registered users, a mobile
application rebuilt from scratch, a progression system that keeps players
coming back, and a Head of Mobile Design we hired from the market leader. The
gap between where we were and where we are is significant. But the gap between
where we are and where we would like to be is the opportunity.
India, and Asia in general, is the story within the story. Gukesh D, a
teenager, is World Chess Champion. A golden generation of Indian players is
rewriting what's possible in chess, and Indian players now make up 33% of our
paid subscriber base and 25% of our total registered users. We are not chasing
that market - we are in it, growing in it, and investing to deepen it.
We believe that the product, worldchess.com, is better than it has ever been,
and the engagement numbers support this. Post-game analysis gives subscribers
real value - it makes people better at chess with every game. The new mobile
app - which launched in November - is the platform we always wanted to build.
The unification of all our products under the worldchess.com domain made it
easier for any player, anywhere, to find us and start playing.
We are also moving beyond the consumer platform. Chess has hundreds of
thousands of clubs globally - running events on spreadsheets and paper
scoresheets. We are building tools that change that: technology for clubs to
manage events, run rated competitions, and connect their members to the wider
World Chess ecosystem. This is a large, largely untouched market, and our
position in the chess world puts us in a uniquely credible place to serve it.
The financial reults for 2025 reflect a company investing in its future - the
majority of expenditure went into product development. The loss before tax
narrowed. We raised capital from investors who understand digital products and
are actively contributing to our roadmap. There is more to do - we are focused
on scale, bringing in more users from around the world and offering them new
and interesting ways to enjoy chess.
Ilya Merenzon
Chief Executive Officer
20 April 2026
Financial Review:
During the year, the Group completed a significant strategic transition, with
the closure of its Berlin club venue and an increased focus on the development
of the World Chess Online Arena and related digital activities. This shift
reflects the Group's strategy to move towards a more scalable, capital-light
digital business model.
The closure of the Berlin venue resulted in a reduction in physical revenues
and the recognition of one-off items, including the impairment of non-current
assets, partially offset by the derecognition of the associated lease
liability and the release of a dilapidations provision. These impacts are
presented within discontinued operations (see note 8).
In parallel, the Group continued to invest in the development of the Online
Arena and related content activities.
2025 2024
€ €
REVENUE 2,029,433 1,820,801
GROSS PROFIT 609,532 489,002
GROSS PROFIT % 30% 27%
Administrative expenses (3,274,230) (3,289,653)
OPERATING LOSS (2,664,698) (2,800,651)
Addback: Depreciation and amortisation 649,996 581,198
LOSS BEFORE DEPRECIATION, AND AMORTISATION (2,014,702) (2,219,453)
Finance costs (21,856) (22,367)
Finance income 1,212 139
LOSS BEFORE INCOME TAX - CONTINUING OPERATIONS (2,685,342) (2,822,879)
Revenue and Gross Profit
Total revenue, including discontinued operations, decreased by 7% to €2,262,115 (2024: €2,434,173), reflecting the closure of the Berlin club. Revenue from discontinued operations reduced to €232,682 (2024: €613,372).
Revenue from continuing operations increased by 11% to €2,029,433 (2024: €1,820,801), driven by growth in digital and media activities.
The World Chess Online Arena continued to scale, with revenues increasing by 25% to €863,751 (2024: €691,144), reflecting improved user engagement and monetisation. Tournament and content revenues also increased to €545,508 (2024: €394,736), supported by expanded production and broadcast activity, including World Chess TV.
Merchandising revenues declined to €542,491 (2024: €734,921), reflecting reduced physical activity following the closure of the Berlin venue.
Gross profit from continuing operations increased to €609,532 (2024: €489,002), with gross margin improving to 30% (2024: 27%), driven by a higher proportion of digital revenues.
Operating costs and profitability
Administrative expenses on a continuing basis remained broadly stable at
€3,274,230 (2024: €3,289,653), reflecting ongoing cost discipline
alongside continued investment in product development and growth of the World
Chess Online Arena.
The operating loss from continuing operations reduced to €2,664,698 (2024:
€2,800,651), reflecting improved gross margins and stable operating costs.
Loss before tax from continuing operations was €2,685,342 (2024:
€2,822,879), with lower finance costs contributing marginally to the
improvement.
Loss per share improved to €0.005 (2024: €0.006), reflecting the reduced
loss and an increase in the weighted average number of shares in issue.
Cash flows
Net cash used in operating activities of €2,491,890 (2024: €2,356,219), reflected continued investment in growth and platform development.
The cash outflow from investing activities totalled €163,129 (2024: €1,009,385), with prior year spend reflecting higher levels of platform development and capital expenditure.
These outflows were funded by €2,454,118 of cash generated from financing activities (2024: €3,433,366), primarily through equity funding. The overall movement in cash also reflects foreign exchange movements and cash flows relating to discontinued operations.
Statement of Financial Position
At 31 December 2025, the Group reported net assets of €1,458,391 (2024:
€950,770). The increase reflects equity funding received during the year,
partially offset by losses incurred and the impairment of assets associated
with the Berlin club following its closure.
Included within equity is €1,016,703 (2024: €2,016,703) relating to funds
received under subscription agreements for shares not yet issued at the
reporting date.
The Group held cash balances of €40,732 (2024: €267,396) and had no
external borrowings at the year end (2024: €2,705,817 excluding director
balances), resulting in a net cash position of €40,732 compared to net debt
of €2,438,421 in the prior year.
Investment and capital expenditure
The Group continued to prioritise investment in the World Chess Online Arena,
with capitalised development expenditure of €479,237 (2024: €697,258).
Total investment in the platform now amounts to €5,101,463, with a carrying
value of €2,906,076 at 31 December 2025.
The Directors have assessed the carrying value of intangible assets and
investments based on detailed five-year forecasts (see notes 10 and 11).
Following the closure of the Berlin club, the Company recognised a full
impairment of its investment in World Chess Europe GmbH of €300,000,
resulting in the investment being fully impaired to €nil at 31 December
2025.
Liquidity and subsequent events
Subsequent to the year end, the Group strengthened its liquidity position
through additional equity funding. In February 2026, investors Valery Kurylau
and Dmitri Lipnitsky invested approximately €1,359,000, supporting continued
development and marketing of the World Chess Online Arena (see note 30).
Going concern
The Directors have prepared forecasts covering a period of at least twelve
months from the date of approval of these financial statements, reflecting the
Group's focus on the World Chess Online Arena and continued cost management.
The forecasts assume no additional funding beyond the €1,359,000 raised post
year end. While revenue growth is expected, there remains uncertainty
regarding its timing and scale, and additional funding may be required to
provide further liquidity headroom.
These conditions indicate the existence of a material uncertainty which may
cast significant doubt on the Group's ability to continue as a going concern.
Nevertheless, after considering sensitivities and mitigating actions, the
Directors have a reasonable expectation that the Group will have sufficient
resources to meet its obligations as they fall due. Accordingly, the financial
statements have been prepared on a going concern basis.
Richard Collett
Chief Financial Officer
20 April2026
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR
THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Notes € €
Revenue 3 2,029,433 1,820,801
Cost of (1,419,901) (1,331,799)
sales
GROSS PROFIT 609,532 489,002
Administrative expenses (3,274,230) (3,289,653)
OPERATING LOSS (2,664,698) (2,800,651)
Finance costs 5 (21,856) (22,367)
Finance income 5 1,212 139
Loss before income tax - continuing operations 6 (2,685,342) (2,822,879)
Income tax - continuing operations 7 (192) (217)
Loss for the year - continuing operations (2,685,534) (2,823,096)
Loss for the year - discontinued operations (net of tax) 8 (974,407) (972,050)
LOSS FOR THE YEAR (3,659,941) (3,795,146)
OTHER COMPREHENSIVE INCOME
(Loss)/gain on currency translation (25,763) 12,753
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (3,685,704) (3,782,393)
Loss attributable to:
Owners of the parent (3,659,941) (3,795,146)
Total comprehensive income attributable to:
Owners of the parent (3,685,704) (3,782,393)
Loss per share
Basic and diluted:
Continuing operations (0.003) (0.004)
Discontinued operations (0.002) (0.002)
Total 9 (0.005) (0.006)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
2025 2024
Notes € €
NON-CURRENT ASSETS
Owned: Intangible assets 10 3,030,080 3,477,150
Owned: Property, plant and equipment 11 8,675 935,240
Right-of-use: Property, plant and equipment 11, 21 - 1,055,967
Trade and other receivables 14 - 162,884
Deferred tax 25 - 111,374
3,038,755 5,742,615
CURRENT ASSETS
Inventories 13 129,512 147,549
Trade and other receivables 14 137,563 234,167
Tax receivable 9,667 64,734
Cash and cash equivalents 15 40,732 267,396
317,474 713,846
TOTAL ASSETS 3,356,229 6,456,461
EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Called up share capital 16 100,495 78,520
Share premium 17 17,925,396 12,754,046
Share capital to be issued 18 1,016,703 2,016,703
Translation reserve 18 45,608 71,371
Retained earnings 18 (17,629,811) (13,969,870)
TOTAL EQUITY 1,458,391 950,770
NON-CURRENT LIABILITIES
Lease liabilities 21 - 1,174,319
Provision for liabilities 24 2,000 157,887
2,000 1,332,206
CURRENT LIABILITIES
Trade and other payables 19 1,895,838 2,641,987
Lease liabilities 21 - 129,955
Interest bearing loans and borrowings 20 - 1,401,543
1,895,838 4,173,485
TOTAL LIABILITIES 1,897,838 5,505,691
TOTAL EQUITY AND LIABILITIES 3,356,229 6,456,461
The financial statements were approved by the Board of Directors and
authorised for issue on 20 April 2026 and were signed on its behalf by:
Ilya Merenzon
Chief Executive Officer
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
2025 2024
Notes € €
NON-CURRENT ASSETS
Trade and other receivables 14 7,425,069 -
Investments 12 1,616 301,616
7,426,685 301,616
CURRENT ASSETS
Trade and other receivables 14 7,044 4,732,815
Tax receivable 963 16,712
Cash and cash equivalents 15 5,524 6,551
13,531 4,756,078
TOTAL ASSETS 7,440,216 5,057,694
EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Called up share capital 16 100,495 78,520
Share premium 17 17,925,396 12,754,046
Share capital to be issued 18 1,016,703 2,016,703
Retained earnings 18 (11,964,755) (10,422,057)
TOTAL EQUITY 7,077,839 4,427,212
CURRENT LIABILITIES
Trade and other payables 19 362,377 630,482
362,377 630,482
TOTAL LIABILITIES 362,377 630,482
TOTAL EQUITY AND LIABILITIES 7,440,216 5,057,694
As permitted by Section 408 of the Companies Act 2006, the statement of Profit
and loss and comprehensive income of the parent company is not presented as
part of these financial statements. The parent company's loss for the
financial year was €1,542,698 (2024: €3,550,193).
The financial statements were approved by the Board of Directors and
authorised for issue on 20 April 2026 and were signed on its behalf by:
Ilya Merenzon
Chief Executive Officer
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER
2025
Called up share capital Share Premium Share capital to be issued Translation reserve Retained Earnings Total equity
€ € € € € €
Balance at 1 January 2024 75,647 11,048,183 1,508,737 58,618 (10,174,724) 2,516,461
Changes in equity
Issue of share capital 336 199,664 - - - 200,000
Movement in share capital to be issued 2,537 1,506,199 507,966 - - 2,016,702
Total comprehensive income - - - 12,753 (3,795,146) (3,782,393)
Balance at 31 December 2024 78,520 12,754,046 2,016,703 71,371 (13,969,870) 950,770
Changes in equity
Issue of share capital 20,528 3,972,797 - - - 3,993,325
Movement in share capital to be issued 1,447 1,198,553 (1,000,000) - - 200,000
Total comprehensive income - - - (25,763) (3,659,941) (3,685,704)
Balance at 31 December 2025 100,495 17,925,396 1,016,703 45,608 (17,629,811) 1,458,391
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
Called Share Premium Share capital to be issued Retained Earnings Total equity
up share capital
€ € € € €
Balance at 1 January 2024 75,647 11,048,183 1,508,737 (6,871,864) 5,760,703
Changes in equity
Issue of share capital 336 199,664 - - 200,000
Movement in share capital to be issued 2,537 1,506,199 507,966 - 2,016,702
Total comprehensive income - - - (3,550,193) (3,550,193)
Balance at 31 December 2024 78,520 12,754,046 2,016,703 (10,422,057) 4,427,212
Changes in equity
Issue of share capital 20,528 3,972,797 - - 3,993,325
Movement in share capital to be issued 1,447 1,198,553 (1,000,000) - 200,000
Total comprehensive income - - - (1,542,698) (1,542,698)
Balance at 31 December 2025 100,495 17,925,396 1,016,703 (11,964,755) 7,077,839
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Notes € €
Cash flows from operating activities
Cash absorbed from operations 1 (2,475,581) (2,149,377)
Interest paid on borrowings (22,834) (34,657)
Lease interest paid (48,350) (151,200)
Tax refund received 54,875 (20,985)
Net cash used in operating activities (2,491,890) (2,356,219)
Cash flows from investing activities
Purchase of intangible fixed assets (3,901,396) (6,473,527)
Proceeds from disposal of intangible fixed assets 3,698,854 5,503,318
Purchase of property, plant and equipment (2,671) (39,315)
Proceeds from disposal of property, plant and equipment 40,872 -
Interest received 1,212 139
Net cash used in investing activities (163,129) (1,009,385)
Cash flows from financing activities
Loan advanced in the year 2,764,577 2,279,714
Loan repayments in year (3,512,544) (912,628)
Payment of lease liabilities (41,148) (116,207)
Amount (withdrawn)/introduced by directors (263,339) 165,785
Proceeds from share issue 3,306,572 -
Received in advance of share issuance 200,000 2,016,702
Net cash generated from financing activities 2,454,118 3,433,366
(Decrease)/increase in cash and cash equivalents (200,901) 67,762
Cash and cash equivalents at beginning of year 2 267,396 186,881
Effect of foreign exchange rate changes (25,763) 12,753
Cash and cash equivalents at end of year 2 40,732 267,396
During the year, €653,576 of convertible loan notes were converted into
equity. This transaction did not result in a cash flow and has therefore been
excluded from the statement of cash flows.
COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
2025 2024
Notes € €
Cash flows from operating activities
Cash absorbed by operations 1 (794,795) (881,937)
Interest paid on borrowings (1,367) (6,241)
Net cash used in operating activities (796,162) (888,178)
Cash flows from investing activities
Interest received 119,113 112,675
Net cash generated from investing activities 119,113 112,675
Cash flows from financing activities
Loan advanced in the year 653,576 -
Amounts paid to group undertakings (3,434,495) (1,430,427)
Amounts introduced by directors (49,631) 174,413
Proceeds from share issue 3,306,572 -
Received in advance of share issuance 200,000 2,016,702
Net cash generated from financing activities 676,022 760,688
Decrease in cash and cash equivalents (1,027) (14,815)
Cash and cash equivalents at beginning of year 2 6,551 21,366
Cash and cash equivalents at end of year 2 5,524 6,551
During the year, €653,576 of convertible loan notes were converted into
equity. This transaction did not result in a cash flow and has therefore been
excluded from the statement of cash flows.
NOTES TO THE STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
1 RECONCILIATION OF LOSS FOR THE YEAR TO CASH ABSORBED FROM OPERATIONS
Group 2025 2024
€ €
Loss for the year (3,659,941) (3,795,146)
Income tax 111,566 (47,885)
Depreciation and amortisation 839,423 864,330
Reversal of provision (155,887) -
Impairment of non-current assets (note 8) 1,754,520 -
Gain on derecognition of lease liability (note 8) (1,263,126) -
Finance costs 71,184 187,325
Finance income (1,212) (139)
(2,303,473) (2,791,515)
Decrease in inventories 18,037 39,469
Decrease/(increase) in trade and other receivables 271,909 (184,553)
(Decrease)/increase in trade and other payables (462,054) 787,222
Cash absorbed from operations (2,475,581) (2,149,377)
Company 2025 2024
€ €
Loss for the year (1,542,698) (3,550,193)
Impairment of intercompany loan 566,347 2,631,441
Impairment of investments in group undertakings 300,000 -
Finance costs 1,367 6,241
Finance income (119,113) (112,675)
(794,097) (1,025,186)
Decrease in trade and other receivables 12,298 887
(Decrease)/increase in trade and other payables (12,996) 142,362
Cash absorbed by operations (794,795) (881,937)
The reconciliation above includes a number of non-cash adjustments relating to
discontinued operations, including impairment of non-current assets of
€1,764,060 and a gain on derecognition of the related lease liability of
€1,263,126 as detailed in note 8.
At Company level, the reconciliation also includes an impairment of an
intercompany loan of €566,347 and an impairment of the investment in World
Chess Europe GmbH of €300,000.
These items do not give rise to cash movements and have therefore been
adjusted in reconciling loss before income tax to net cash outflow from
operating activities.
2 CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statements of Cash Flows in respect of cash and
cash equivalents are in respect of these Statement of Financial Position
amounts:
Group 2025 2024
€ €
Year ended 31 December 2025
Cash and cash equivalents 40,732 267,396
Year ended 31 December 2024
Cash and cash equivalents 267,396 186,881
Company 2025 2024
€ €
Year ended 31 December 2025
Cash and cash equivalents 5,524 6,551
Year ended 31 December 2024
Cash and cash equivalents 6,551 21,366
3 RECONCILIATION OF NET DEBT
Group 2025 2024
€ €
At 31 December
Other loans - (1,401,543)
Amounts owed to Directors (49,947) (300,865)
Lease liabilities - (1,304,274)
Total Borrowings (49,947) (3,006,682)
Cash and cash equivalents 40,732 267,396
Net debt (9,215) (2,739,286)
Company 2025 2024
€ €
At 31 December
Amounts owed to Directors (144,691) (194,322)
Cash and cash equivalents 5,524 6,551
Net debt (139,167) (187,771)
Amounts owed to Directors includes balances due to Directors disclosed in note
27 to the financial statements. Although classified under 'trade and other
payables' in the Statement of Financial Position, these amounts represent
short-term financing from Directors and are included in net debt.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2025
1 STATUTORY INFORMATION
World Chess PLC is a public company, limited by shares,
registered in England and Wales. The Company's registered number and
registered office address can be found on the Company Information page.
2 ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance
with UK - adopted International Accounting Standards and IFRIC interpretations
and with those parts of the Companies Act 2006 applicable to companies
reporting under IFRS. The financial statements have been prepared under the
historical cost convention, except for certain financial assets and
liabilities, including crypto assets which are measured at fair value.
The Group had discontinued operations during the year
relating to the Berlin club (see note 8).
The financial statements are presented in Euro which is the
functional currency of the Group and rounded to the nearest €.
Going concern
The Group incurred a loss for the year of €3,685,704
(2024: €3,782,393) and, as at 31 December 2025, had net current liabilities
of €1,578,364 (2024: €3,459,639). These conditions indicate that the Group
remains dependent on the successful execution of its strategy and the
availability of funding to meet its obligations as they fall due.
The Directors have assessed the Group's ability to continue
as a going concern for a period of at least twelve months from the date of
approval of these financial statements. This assessment has been based on the
Group's current financial position together with a review of forecast
operating budgets and cash flow projections.
The forecasts reflect the Group's strategic focus on the
continued development of the World Chess Online Arena together with ongoing
cost management, including the Group's agreement with FIDE in respect of the
platform, which is due to expire in August 2026 but provides for automatic
renewal in accordance with its terms.
The forecasts assume no additional external funding beyond
the post-year-end investment of approximately €1,359,000, as described in
note 30 - subsequent events, and reflect expected growth in revenues from the
Online Arena. However, the timing and extent of revenue growth remain subject
to execution risk.
While the Directors continue to seek additional investment
to support further development of the platform and provide additional headroom
should revenue growth be slower than forecast, there can be no certainty that
such funding will be secured.
These conditions indicate the existence of a material
uncertainty which may cast significant doubt on the Group's ability to
continue as a going concern.
Notwithstanding the above, the financial statements have
been prepared on a going concern basis as the Directors have a reasonable
expectation that the Group will be able to realise its assets and discharge
its liabilities in the normal course of
business.
Basis of consolidation
The consolidated financial statements incorporate the
financial statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 December each year. Control is achieved where
the Company has the power to govern the financial and operating policies of an
investee entity so as to obtain benefits from its activities.
Intra-group balances and transactions are eliminated on
consolidation.
Critical accounting judgements and key sources of
estimation uncertainty
The preparation of the financial statements in conformity
with UK - adopted International Accounting Standards requires the use of
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Although these estimates
are based on management's best knowledge of the amounts, events or actions,
actual results ultimately 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. The material areas in which estimates and judgements are applied as
follows:
Impairment of other intangible assets
The Group is required to test, on an annual basis, whether
other intangible assets have suffered any impairment. Determining whether
there has been any impairment requires an estimation of the fair value in use
of the cash-generating units. The value in use calculation requires the
Directors to estimate the future cash flows expected to arise from the
cash-generating unit and a suitable discount rate to calculate the present
value, the discount rate applied is 13.29% (2024: 12.81%). The carrying value
of intangible assets (excluding crypto assets) is set out in the table below
(see also note 10):
Group
2024 2024
€ €
Exclusive FIDE rights 110,530 221,059
Software Licences 13,000 36,000
Online Arena 2,906,076 2,942,925
Sensitivity Analysis
The impairment review is sensitive to changes in key
assumptions, particularly the discount rate and the forecast revenues and
costs The Directors have considered the extent to which these assumptions
would need to change for the recoverable amount to equal the carrying value of
the cash-generating unit.
• The discount rate would need to increase from 13.29% to
approximately 55.37% before the value in use equals the carrying value.
• Forecast revenues would need to decrease by approximately 55%
before the value in use equals the carrying value.
• Forecast costs would need to increase by approximately 135% before
the value in use equals the carrying value.
The Directors consider these sensitivities to represent
severe downside scenarios and, accordingly, conclude that there is significant
headroom and no impairment is required.
Investments and amounts owed by group undertakings for
impairment (Company Only)
At each reporting date, the Company assesses whether
amounts owed by group undertakings and investments in subsidiaries have
suffered any impairment. Determining whether there has been any impairment
requires an estimation of the recoverable amount of these balances, based on
the financial position and expected future cash flows of the relevant group
undertakings.
This assessment involves estimating future cash flows
expected to arise from the group undertakings and applying a suitable discount
rate to calculate the present value. The discount rate applied is 13.29%
(2024: 12.81%).
The carrying value of amounts owed by group undertakings is
as follows:
Company
2025 2024
€ €
World Chess Events Ltd 6,962,574 4,713,473
World Chess USA inc. 462,495 -
The balance due from World Chess USA inc. is supported by
its intercompany receivable from World Chess Events Ltd of €581,467 and
reflects the role of the entity within the Group's operating and funding
structure rather than its standalone revenue generation. Amounts due to the
parent company are classified as non-current as they are not expected to be
settled within 12 months of the reporting date. The prior year comparative has
not been restated as the classification reflects conditions and expectations
at the respective reporting dates.
As at the reporting date, an impairment charge of
€566,347 (2024: €2,631,441) has been recognised in the Company's income
statement in respect of amounts owed by World Chess Europe GmbH, reflecting a
reassessment of their recoverability..
In addition, during the year the Company recognised an
impairment of €300,000 in respect of its investment in World Chess Europe
GmbH, reducing the carrying value of the investment to €nil. This impairment
reflects the closure of the Berlin club venue during the year and the
resulting reassessment of the recoverable amount of the
subsidiary. The Directors will continue to monitor the
financial performance of the group undertakings and reassess the
recoverability of both intercompany balances and investments on an ongoing
basis.
Legal proceedings and other provisions
Provisions for legal proceedings are recognised as other
expenses when the Group has a present legal or constructive obligation as a
result of past events; it is probable that an outflow of resources will be
required to settle the obligation; and the amount can be measured reliably. At
the Statement of Financial Position date there is an ongoing claim with one
supplier, if the claim is successful then an invoice, amounting to
€1,140,000, will become payable. The invoice is not provided for in the
financial statements as the Directors consider it to be null and void and
raised by the supplier in breach of contract (see note 26).
The Group previously recognised a dilapidations provision
of €155,887 at 31 December 2024 in respect of the estimated cost of
reinstating a leased property to its original condition at the end of the
lease term.
During the year, following the closure of the Berlin club
venue and termination of the associated lease, the obligation no longer
existed and the provision was fully released to the income statement. This
release forms part of the net impact of the lease exit and venue closure
recognised during the year.
Revenue recognition
Revenue is recognised when control of goods or services is transferred to the
customer. Revenue is measured as the fair value of the consideration received
or receivable, excluding discounts, rebates, value added tax and other sales
taxes.
The transaction price represents the amount of consideration to which the
Group expects to be entitled in exchange for transferring goods or services to
a customer, including any variable consideration which is constrained to
amounts for which it is highly probable that a significant reversal will not
occur, and any non-cash consideration, including digital assets, which is
measured at fair value at contract inception.
The Group applies the practical expedients permitted by IFRS 15 and does not
adjust the transaction price for the effects of a significant financing
component where the period between transfer of goods or services and payment
is one year or less, and recognises incremental costs of obtaining a contract
as an expense when incurred where the amortisation period of the related asset
would be one year or less.
Revenue received in advance gives rise to contract liabilities, which are
deferred and included in accruals and deferred income. The carrying amount of
deferred income included in payables is €48,327 (2024: €401,898). These
balances arise where consideration is received in advance of performance and
are recognised as revenue as the Group satisfies its performance obligations
over time or at a point in time, depending on the nature of the contract. No
material obligations for returns, refunds or similar provisions have been
identified.
The policies specific to the Group's revenue streams are outlined below:
Tournaments and World Chess TV
Revenue is recognised in the period in which the event takes place; revenue is
typically linked to multiyear agreements where payment is received in advance
of the event to which it relates.
World Chess Online Arena
Revenue is recognised over the period of the subscription; online
subscriptions are typically paid annually in advance.
Merchandising and Clubs
Revenue is recognised when control of the goods has transferred to the
customer, typically at the point of sale.
Segment reporting
IFRS 8 Operating Segments requires operating segments to be
identified and reported in a manner consistent with the internal reporting
provided to the chief operating decision maker ('CODM'), which has been
identified as the Chief Executive Officer, who is responsible for allocating
resources and assessing performance of the operating segments as identified by
the Directors.
The Directors have reviewed the Group's activities and
consider the Group to comprise a single line of business being a mass market
promoter of chess. Within the single line of business, the Group undertakes
integrated revenue generating activities across tournaments, an online
platform, chessarena.com, and merchandise and clubs. These revenue generating
activities are closely aligned within a business model which seeks to promote
a chess community across tournaments, online and physical environments.
The individual revenue generating activities are managed in
an integrated way by the CODM and executive management team who review
financial information in the same integrated way. The Group has geographically
separate operations and a geographic split of revenue as well as the split
between the revenue types within its activities is included in note 3.
Cash and cash equivalents
Cash represents cash in hand and deposits held on demand
with financial institutions. Cash equivalents are short-term, highly-liquid
investments with original maturities of three months or less (as at their date
of acquisition). Cash equivalents are readily convertible to known amounts of
cash and subject to an insignificant risk of change in that cash value.
In the presentation of the Statement of Cash Flows, cash
and cash equivalents also include bank overdrafts. Any such overdrafts are
shown within borrowings under 'current liabilities' on the Statement of
Financial Position.
Crypto-assets
Included within intangible assets are crypto-assets held in
the Group's name in the Binance crypto exchange, the Group has not traded in
crypto-assets to date and such activities do not form part of its strategy.
The crypto-assets are not held as long-term investments, nor do they form part
of the Group's inventory. The Group's strategy is to convert crypto-assets to
fiat currencies at the earliest opportunity, usually upon receipt or in
accordance with an agreed schedule of conversion.
Any crypto-assets received are recognised at the exchange
rate prevailing at the date that the risk and reward associated with the
crypto-asset passes to the Group. Where the exchange rate of the crypto-assets
has a guaranteed minimum floor price, a receivable is recognised for any
short-fall.
Crypto-assets are not amortised but are reviewed for
impairment if the prevailing exchange rate indicates their value has fallen
below their carrying value. Any impairment or realised exchange gains on the
conversion of crypto-assets to fiat currency are recognised within
administrative expenses on the Consolidated Statement of Profit or Loss and
Other Comprehensive Income.
Other intangible assets
Amortisation is charged to the income statement on a
straight-line basis over the estimated useful lives of intangible assets.
Intangible assets are amortised from the date they are
available for use. The estimated useful lives are as follows:
· Exclusive rights to organise and host top-level chess events in
association with FIDE amortised using the straight-line method over the
ten-year term of the original contract. Following the 2022 FIDE Grand Prix,
the rights were varied such that the Company now holds the exclusive right to
operate the official gaming platform of FIDE, chessarena.com. This was treated
as a disposal of the old rights and an acquisition of the new rights at the
same carrying value, with the new rights being amortised over the remaining
life of the original contract. The contract is due to expire in August 2026;
the agreement provides for automatic renewal for a further five-year period
unless FIDE elects to operate the platform itself or accept a bona fide
third-party offer that World Chess does not match.
· Capitalised costs associated with developing the online platform
used for the FIDE Online Arena, ten years using the straight-line method.
· Licences to operate certain software incorporated into the
platform, the life of the contract, being five years using the straight-line
method.
The basis for choosing these useful lives is with reference
to the years over which they can continue to generate value for the Group.
The Group reviews the amortisation period and method
whenever events or circumstances indicate that the useful lives of intangible
assets may have changed since the last reporting date. The amortisation charge
for the year is recognised within Administrative Expenses in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
The Group assesses at each reporting date whether there is
any indication that intangible assets may be impaired. If any such indication
exists, the recoverable amount of the asset is estimated. An impairment loss
is recognised in the income statement if the carrying amount of an intangible
asset exceeds its recoverable amount. The recoverable amount is determined as
the higher of fair value less costs of disposal and value in use, based on
estimated future cash flows discounted to their present value.
Property, plant and equipment
Depreciation is provided in order to write off each asset
over its estimated useful life or, if held as a right-of-use asset, over the
lease term, whichever is the shorter, which are typically:
· Fixtures and fittings - Straight line between 1
and 10 years depending on the type of asset
· Computer equipment - Straight line over 3 years
The Group assesses at each reporting date whether there is
any indication that property, plant and equipment may be impaired. If such an
indication exists, the recoverable amount of the asset is estimated. An
impairment loss is recognised if the carrying amount exceeds the recoverable
amount, which is determined as the higher of fair value less costs of disposal
and value in use. Any impairment losses are recognised in profit or loss.
Impairment losses are reviewed at each reporting date for possible reversal.
Financial instruments
The Group only enters into basic financial instrument
transactions that result in the recognition of financial assets and
liabilities like trade and other receivables and payables, loans from banks
and other third parties, loans to related parties and investments in
non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or
receivable within one year), including loans and other accounts receivable and
payable, are initially measured at the present value of the future cash flows
and subsequently amortised cost using the effective interest method. Debt
instruments that are payable or receivable within one year, typically trade
receivables and payables, are measured, initially and subsequently, at the
undiscounted amount of the cash or other consideration expected to be paid or
received. However, if the arrangements of a short-term instrument constitute a
financing transaction, like the payment of trade debt deferred beyond normal
business terms or financed at a rate of interest that is not market rate or in
the case of an outright short-term loan not at market rate, the financial
asset or liability is measured, initially, at the present value of the future
cash flow discounted at a market rate of interest for a similar debt
instrument and subsequently at amortised cost.
Financial assets that are measured at cost and amortised
cost are assessed at the end of each reporting period for objective evidence
of impairment. If objective evidence of impairment is found, an impairment
loss is recognised in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income.
For financial assets measured at amortised cost, the
impairment loss is measured as the difference between an asset's carrying
amount and the present value of estimated cash flows discounted at the asset's
original effective interest rate. If a financial asset has a variable interest
rate, the discount rate for measuring any impairment loss is the current
effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the
impairment loss is measured as the difference between an asset's carrying
amount and best estimate of the recoverable amount, which is an approximation
of the amount that the Company would receive for the asset if it were to be
sold at the reporting date.
Financial assets and liabilities are offset, and the net
amount reported in the Statement of Financial Position when there is an
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.
Inventories
Inventories of traded goods are valued at the lower of cost
or net realisable value (the estimated selling price less the estimated costs
to sell), after making due allowance for obsolete and slow-moving items. Cost
is determined using the weighted average cost method. No write-downs of
inventories to net realisable value were recognised during the year (2024:
nil).
Taxation
Current taxes are based on the results shown in the
financial statements and are calculated according to local tax rules in the
UK, USA and Germany where the Group operates, using tax rates enacted or
substantively enacted by the reporting date.
Current tax represents the amount of tax payable or
receivable in respect of the taxable profit (or loss) for the current or past
reporting periods. It is measured at the amount expected to be paid or
recovered using the tax rates and laws that have been enacted or substantively
enacted by the reporting date.
Commercial legislation within the Russian Federation in
which the Group operated prior to April 2022, including tax legislation, is
subject to varying interpretations and frequent changes. The Group's
management is confident that all necessary tax accruals have been made and,
accordingly, no additional provision is required in the consolidated financial
statements.
Deferred tax is recognised in respect of all timing
differences that have originated but not reversed at the statement of
financial position date.
Deferred tax represents the future tax consequences of
transactions and events recognised in the financial statements of current and
previous periods. It is recognised in respect of all timing differences, with
certain exceptions. Timing differences are differences between taxable profits
and total comprehensive income as stated in the financial statements that
arise from the inclusion of income and expense 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 it is probable that they will be recovered against the reversal of
deferred tax liabilities or other future taxable profits.
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 timing differences.
The Group has applied the temporary exception introduced by
the amendments to IAS 12 in respect of the recognition and disclosure of
deferred tax assets and liabilities related to Pillar Two income taxes. The
Group is not within the scope of Pillar Two income taxes and, accordingly, no
such deferred taxes have been recognised.
Research and development
Research and development expenditure is capitalised if it
can be demonstrated that:
· it is technically and commercially feasible to develop the asset
for future economic benefit;
· adequate resources are available to maintain and complete the
development;
· there is the intention to complete and develop the asset for
future economic benefit;
· the Group is able to use the asset;
· use of the asset will generate future economic benefit; and
· expenditure on the development of the asset can be measured
reliably.
Other development expenditure is recognised in the Consolidated Statement of
Profit and Loss as an expense as incurred.
Capitalised development expenditure is stated at cost less
accumulated amortisation and less accumulated impairment losses.
Foreign currencies
Assets and liabilities in foreign currencies are translated
into euro at the rates of exchange ruling at the statement of financial
position date. Transactions in foreign currencies are translated into euro at
the rate of exchange ruling at the date of transaction. Exchange differences
are taken into account in arriving at the operating result.
The results and financial position of subsidiaries whose functional currency
is not the euro are translated into euro as follows:
· Monetary assets and liabilities are translated at the closing
exchange rate at the statement of financial position date.
· Non-monetary items (such as equity investments and property,
plant and equipment) are translated at historical exchange rates.
· Income and expenses are translated at the average exchange rate
for the period, unless exchange rates fluctuate significantly, in which case
the exchange rates at the dates of the transactions are used.
Exchange differences arising from the translation of the financial statements
of foreign subsidiaries are recognised in other comprehensive income and
accumulated in a separate component of equity, called the foreign currency
translation reserve. On disposal of a foreign subsidiary, the cumulative
translation differences are reclassified to profit or loss as part of the gain
or loss on disposal.
IFRS 16 'Leases'
Lease terms are negotiated on an individual basis and
contain a wide range of different terms and conditions. Leases are recognised
as a right-of-use asset and a corresponding liability at the date at which the
leased asset is available for use by the Group. Each lease payment is
allocated between the liability and finance cost. The finance cost is charged
to profit or loss over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for each period.
Where ownership of the right-of-use asset transfers to the
lessee at the end of the lease term, the right-of-use asset is depreciated
over the asset's remaining useful life. If ownership of the right-of-use asset
does not transfer to the lessee at the end of the lease term, depreciation is
charged over the shorter of the useful life of the right-of-use asset and the
lease term.
Assets and liabilities arising from a lease are initially
measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
· Fixed payments (including in-substance fixed payments), less any
lease incentives receivable;
· Amounts expected to be payable by the lessee under residual value
guarantees; and
· Payments of penalties for terminating the lease, if the lease
term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the
lease, if that rate can be determined, or the Group's incremental borrowing
rate. Right-of-use assets are measured at cost comprising the following:
· The amount of the initial measurement of lease liability;
· Any lease payments made at or before the commencement date less
any lease incentives received; and
· Any initial direct costs.
Adoption of new and revised standards
There are a number of standards, amendments to standards,
and interpretations which have been issued by the IASB that are effective from
1 January 2025, none of which have a material impact on these financial
statements.
Standards issued but not yet effective
At the date of approval of these financial statements, the
following new or amended standards and interpretations had been issued by the
International Accounting Standards Board (IASB) and endorsed for use in the
UK, but were not yet effective for the year ended 31 December 2025. The Group
has not early adopted any of these standards:
· IAS 1 (Amendments) - Classification of Liabilities as Current or
Non-current (effective date 1 January 2027)
· IAS 7 and IFRS 7 (Amendments) - Supplier Finance Arrangements
(effective date 1 January 2027)
· IFRS 10 and IAS 28 (Amendments) - Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (effective date
deferred indefinitely)
· IFRS 18 - Presentation and Disclosure in Financial
Statements (effective date 1 January 2027)
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures
(effective date 1 January 2027)
It is not expected that the amendments listed above, except for IFRS 18, once
adopted, will have a material impact on the financial statements.
Financial liabilities
The Group does not have financial liabilities that would be
classified as fair value through the profit or loss. Therefore, all financial
liabilities are classified as other financial liabilities.
The Group uses the amortised cost method for financial
liabilities including borrowings, trade and other payables and are recognised
at their original amount.
3 REVENUE
Revenue from contracts with customers
Revenue by type 2025 2024
€ €
Continuing operations:
Tournaments and World Chess TV 545,508 394,736
World Chess Online Arena 863,751 691,144
Merchandising 542,491 734,921
Chess advisory services 77,683 -
Total continuing operations 2,029,433 1,820,801
Discontinued operations:
Berlin club venue 232,682 613,372
Total revenue 2,262,115 2,434,173
By geographical area 2025 2024
€ €
United Kingdom 1,839,934 1,677,916
United States of America 111,786 66,085
Europe 77,713 76,800
2,029,433 1,820,801
Revenue is reported by geographical area based on the
location where the revenue is recognised in the Group's financial records,
rather than the location of the customer. Comparative information has been
amended to exclude revenue from discontinued operations.
By timing of recognition 2025 2024
€ €
Revenue recognised over time 1,409,259 1,085,880
Revenue recognised at a point in time 620,174 734,921
2,029,433 1,820,801
Revenue recognised over time relates primarily to
subscription income from the Online Arena and Sponsorship income, which are
recognised evenly over the duration of the performance obligation.
Revenue recognised at a point in time includes, merchandise
sales, which are recognised when control of the goods or services transfers to
the customer.
Comparative information has been amended to exclude revenue
from discontinued operations.
Major customer
Included in Tournaments and World Chess TV revenue are
revenues of €371,250 attributable to a major customer (2024: €353,004),
which represent more than 10% of revenue.
Included in Online Arena revenue are revenues of €475,176
attributable to a major customer (2024: €303,408), being a customer which
represents more than 10% of revenue.
4 EMPLOYEES AND DIRECTORS
The aggregate payroll costs (including Directors not under employment
contracts)
2025 2024
€ €
Wages and salaries 815,572 1,282,546
Social security costs 134,150 208,280
Pension contributions: 2,446 2,334
952,168 1,493,160
In the opinion of the Board, only the Directors of the
Company, as detailed in the Corporate Governance Report, are regarded as key
management personnel. The remuneration of key management personnel during 2025
was, in aggregate, €550,077 (2024: €553,316).
Contributions to a defined contribution pension scheme on
behalf of Directors of €2,446 (2024: €2,334) were made during the year.
2025 2024
€ €
Directors' remuneration: 550,077 553,317
Pension contributions: 2,446 2,334
552,523 555,651
The highest paid director was Ilya Merenzon whose total
remuneration was €212,400 (2024: €212,400).
The average number of employees (including Directors)
during the year was as follows
2025 2024
Directors 5 6
Other Employees 7 24
12 30
The Group had no UK employees in 2025 and 2024 except the
Directors.
5 NET FINANCE COSTS
2025 2024
€ €
Finance income:
Loan interest receivable 1,212 139
Finance costs:
Other interest on loan (21,856) (22,367)
Net finance costs (20,644) (22,228)
Finance costs relating to discontinued operations are disclosed within note 8.
6 LOSS BEFORE INCOME TAX - CONTINUING OPERATIONS
The loss before income tax is stated after
charging/(crediting):
2025 2024
€ €
Cost of inventories recognised as expense 1,419,901 1,331,799
Research costs expensed 78,654 72,801
Depreciation - owned assets 384 1,312
Exclusive FIDE rights amortisation 110,529 110,529
Licence amortisation 23,000 23,000
Computer software amortisation 516,083 446,357
Auditors' remuneration for the audit of the Companies consolidated group 121,915 104,223
accounts
Auditor's remuneration for the audit of the individual accounts of - 44,667
subsidiaries
Foreign exchange loss/(gain) 12,510 (25,794)
Amounts relating to discontinued operations are presented within note 8.
Comparative information has been amended accordingly.
7 INCOME TAX
Analysis of tax expense/(income)
2025 2024
€ €
Current tax:
Continuing operations 192 217
Discontinued operations - -
Deferred tax:
Continuing operations - -
Discontinued operations (note 8) 111,374 (48,102)
Total tax expense/(credit) in consolidated statement of profit or loss and 111,566 (47,855)
other comprehensive income
The tax charge relating to discontinued operations is
presented within the result from discontinued operations in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income (see note 8).
Accordingly, the total tax expense recognised in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income reflects only the tax charge on
continuing operations.
Factors affecting the tax expense
The tax assessed for the year is lower (2024: lower) than
the standard rate of corporation tax in the UK. The difference is explained
below:
2025 2024
€ €
Loss before income tax (including discontinued operations) (3,548,375) (3,843,031)
Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 (887,094) (960,758)
- 25%)
Effect of:
Originations and reversal of temporary differences 111,374 (48,102)
Capital allowances in excess of depreciation (9,335) (92,643)
Non-taxable expenses (285,761) 43,289
Tax losses not recognised 1,182,190 1,010,112
Tax (expense)/income from discontinued operations (111,374) 48,102
Foreign tax 192 217
Total tax expense in Consolidated Statement of Profit or Loss and Other 192 217
Comprehensive Income
8 DISCONTINUED OPERATIONS - BERLIN CLUB VENUE
During the year, the Group ceased operations of the Berlin club, which
represents a discontinued operation. The results are presented below.
2025 2024
€ €
Revenue 232,682 613,372
Cost of (174,457) (300,869)
sales
GROSS PROFIT 58,225 312,503
Other operating income 2,531 16,003
Administrative expenses (874,461) (1,183,700)
OPERATING LOSS (813,705) (855,194)
Finance costs (49,328) (164,958)
LOSS BEFORE INCOME TAX (863,033) (1,020,152)
Income tax (111,374) 48,102
LOSS FOR THE YEAR FROM DISCONTINUED OPERATIONS (974,407) (972,050)
Comparative information has been updated to present the Berlin club as a
discontinued operation.
The loss from discontinued operations includes the impact of impairment
charges, lease termination and other related items recognised during the year
in relation to the closure of the Berlin club venue which include the gain or
loss recognised on the disposal and remeasurement of assets associated with
the discontinued operation, as summarised below:
2025 2024
€ €
Impairment of non-current assets 1,764,060 -
Gain on derecognition of lease liability (1,263,128) -
Release of dilapidations provision (155,887) -
Gain on sale of non-current assets (9,540) -
Net impact recognised in the year 335,505 -
The impairment of non-current assets relates to the write-down of assets
associated with the Berlin club venue following its closure, including
property, plant and equipment and the related right-of-use asset.
Lease-related adjustments arise from the termination of the associated lease,
including derecognition of the lease liability and release of the
dilapidations provision. The gain on sale of non-current assets reflects
disposals undertaken as part of the closure process.
These items are predominantly non-cash in nature, with the exception of
proceeds from the disposal of assets.
The recoverable amount of the assets associated with the discontinued
operation was determined based on fair value less costs of disposal and is
categorised as Level 3 within the fair value hierarchy, reflecting the use of
unobservable inputs.
Cash flows attributable to the discontinued operation are as follows:
2025 2024
€ €
Net cash used in operating activities (385,921) (694,959)
Net cash generated from investing activities 38,201 (39,315)
Decrease in cash and cash equivalents (347,720) (734,274)
9 EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the loss
attributable to owners of the parent company by the weighted average number of
shares in issue during the year. In calculating the diluted earnings per
share, subscribed shares under a binding agreement where no further conditions
exist are included as are outstanding share options, warrants and convertible
loans where the impact of these is dilutive. As the Group is loss-making, the
impact of potential ordinary shares is anti-dilutive and therefore basic and
diluted earnings per share are the same.
2025 2024
Loss attributable to the owners of the parent company € (3,659,941) (3,795,146)
Weighted average number of shares in issue 779,553,696 689,110,129
Basic and diluted earnings per share
Continuing operations (0.003) (0.004)
Discontinued operations (0.002) (0.002)
Total (0.005) (0.006)
Discontinued operations are disclosed in note 8.
Subsequent to the year end, as further described in note
30, the Company issued 8,333,333 new ordinary shares in January 2026 for
€100,000 and, following shareholder approval, issued a further 175,915,198
new ordinary shares in March 2026 for approximately €1,287,758.
10 INTANGIBLE ASSETS
Group
Exclusive FIDE rights Software Licence Online Arena Crypto-assets Total
€ € € € €
COST
At 1 January 2025 331,588 115,000 4,622,229 277,166 5,345,983
Additions - - 479,234 3,422,162 3,901,396
Disposals - - - (3,698,854) (3,698,854)
At 31 December 2025 331,588 115,000 5,101,463 474 5,548,525
AMORTISATION
At 1 January 2025 110,529 79,000 1,679,304 - 1,868,833
Amortisation for year 110,529 23,000 516,083 - 649,612
At 31 December 2025 221,058 102,000 2,195,387 - 2,518,445
NET BOOK VALUE
At 31 December 2025 110,530 13,000 2,906,076 474 3,030,080
Exclusive FIDE rights Software Licence Online Arena Crypto-assets Total
€ € € € €
COST
At 1 January 2024 331,588 115,000 3,924,971 4,215 4,375,774
Additions - - 697,258 5,776,269 6,473,527
Disposals - - - (5,503,318) (5,503,318)
At 31 December 2024 331,588 115,000 4,622,229 277,166 5,345,983
AMORTISATION
At 1 January 2024 - 56,000 1,232,947 - 1,288,947
Amortisation for year 110,529 23,000 446,357 - 579,886
At 31 December 2024 110,529 79,000 1,679,304 - 1,868,833
NET BOOK VALUE
At 31 December 2024 221,059 36,000 2,942,925 277,166 3,477,150
The Directors considered the carrying value at 31 December
2025 for each asset identified above (except crypto-assets), based on a
detailed budget and forecast, discounted over five years at the Groups current
cost of capital, considered by the Directors to be 13.29%, and it was
determined that no impairment was required. Where an asset does not generate
cash inflows that are largely independent of the cash inflows from other
assets or groups of assets the carrying value was considered against the
smallest identifiable group of assets that generates cash inflows (cash
generating unit or CGU).
The Directors considered the carrying value at 31 December
2025 for crypto-assets based on the prevailing exchange rate at which the
crypto-asset could readily be converted into US dollars or Euros and it was
determined that no impairment was required.
11 PROPERTY, PLANT AND EQUIPMENT
Group
Right of use asset Fixtures and fittings Computer Equipment Total
€ € € €
COST
At 1 January 2025 1,495,114 1,322,946 1,698 2,819,758
Additions - 5,235 - 5,235
Disposals (1,495,114) (1,249,228) - (2,744,342)
At 31 December 2025 - 78,953 1,698 80,651
DEPRECIATION
At 1 January 2025 439,147 387,706 1,698 828,551
Charge for year 62,855 126,765 - 189,620
Elimination on disposal (502,002) (444,193) - (946,195)
At 31 December 2025 - 70,278 1,698 71,976
NET BOOK VALUE
At 31 December 2025 - 8,675 - 8,675
During the year, following the closure of the Berlin club
venue, the Group derecognised assets associated with the venue, including the
right-of-use asset and fixtures and fittings. The movements presented as
disposals in the table above comprise a combination of impairments, scrappage
and disposals and do not represent disposals for consideration in all cases.
These include an impairment charge of €1,764,060 recognised in relation to
the discontinued Berlin club (see note 8).
Right of use asset Fixtures and fittings Computer Equipment Total
€ € € €
COST
At 1 January 2024 1,495,114 1,283,631 1,698 2,780,443
Additions - 39,315 - 39,315
At 31 December 2024 1,495,114 1,322,946 1,698 2,819,758
DEPRECIATION
At 1 January 2024 288,294 254,115 1,698 544,107
Charge for year 150,853 133,591 - 284,444
At 31 December 2024 439,147 387,706 1,698 828,551
NET BOOK VALUE
At 31 December 2024 1,055,967 935,240 - 1,991,207
12 INVESTMENTS
Company
Shares in group undertakings
2025 2024
€ €
COST
At 1 January 351,616 351,616
At 31 December 351,616 351,616
IMPAIRMENTS
At 1 January 50,000 50,000
Charge for year 300,000 -
At 31 December 350,000 50,000
CARRYING VALUE
At 1 January 301,616 301,616
At 31 December 1,616 301,616
The Directors have assessed the carrying value of each
group undertaking at 31 December 2025 based on detailed budgets and forecasts
covering a five-year period, discounted at the Group's current cost of capital
of 13.29%.
As a result of this assessment, the investment in World
Chess Europe GmbH has been fully impaired to €nil following the closure of
the Berlin club.
The Group's investments at the Statement of Financial
Position date in the share capital of companies include the following
subsidiaries:
World Chess Events Limited
Registered office: Eastcastle House, 27/28 Eastcastle
Street, United Kingdom, W1W 8DH
Nature of business: Organising chess events (Worldwide)
Class of
shares: % holding
Ordinary
100.00
World Chess US, Inc
Registered office: 1201 N. Orange Street, Suite 762,
Wilmington, New Castle County, DE, USA 19801
Nature of business: Organising chess events (USA), online
chess
Class of
shares: % holding
Ordinary
100.00
World Chess Europe GmbH
Registered office: Mittelstrasse 51 - 53, 10117 Berlin,
Deutschland
Nature of business: Various chess related activities
Class of
shares: % holding
Ordinary
100.00
World Chess Sakartvelo LLC
Registered office: Georgia, City Tbilisi, Didube district,
Ak. Tsereteli Avenue, N 49-51-51a, Entrance 3, Floor 13, Apartment N 128
Nature of business: Organising chess events, chess club
activities
Class of
shares: % holding
Ordinary
100.00
World Chess Sakartvelo LLC remained dormant throughout the
year and had no material transactions.
The results of the subsidiaries identified above are
included in the consolidated financial statements. All subsidiaries are exempt
from an audit.
World Chess Events Limited are exempt from audit by virtue
of s479A of the Companies Act 2006.
13 INVENTORIES
Group
2025 2024
€ €
Inventories: 129,512 147,549
14 TRADE AND OTHER RECEIVABLES
Group Company
2025 2024 2025 2024
€ € € €
Current:
Trade receivables 8,337 50,447 - -
Amounts owed by group undertakings - - - 4,713,473
Other receivables 18,541 36,902 1,306 1,306
Prepayments and accrued income 98,264 146,818 5,738 18,036
Amounts owed by Directors 12,421 - - -
137,563 234,167 7,044 4,732,815
Non-current:
Amounts owed by group undertakings - - 7,425,069 -
Other receivables - 162,884 - -
137,563 397,051 7,432,113 4,732,815
15 CASH AND CASH EQUIVALENTS
Group Company
2025 2024 2025 2024
€ € € €
Bank accounts 40,732 267,396 5,524 6,551
40,732 267,396 5,524 6,551
16 CALLED UP SHARE CAPITAL
2025 2024
Number of shares € Number of shares €
Allotted, issued, and fully paid Ordinary shares of £0.0001 879,605,147 100,495 691,724,039 78,520
On 14 January 2025, the Company issued 717,948 new ordinary
shares to a senior consultant in lieu of fees of €33,177.
On 24 February 2025, the Company issued 10,666,672 new
ordinary shares for total cash consideration of €400,000 and 12,000,000 new
ordinary shares for total consideration of €1,200,000, which had been
received prior to 31 December 2024 and were included within share capital to
be issued at that date.
On 3 June 2025, the Company issued 25,757,575 new ordinary
shares to Ilya Merenzon, comprising the conversion of €653,576 of
convertible loan notes and a subscription for €356,496. The loan note
conversion was a non-cash transaction, with the balance received in cash
during the year. Further details are set out in note 27.
On 24 June 2025, the Company issued 24,390,243 new ordinary
shares to Ilya Merenzon pursuant to a subscription for cash consideration of
€937,920. Further details of this transaction are set out in note 27.
On 26 August 2025, the Company issued 114,348,670 new
ordinary shares to a new strategic investor for total cash consideration of
€1,714,666, with transaction costs of €102,512 directly attributable to
the share issue recognised as a deduction from equity (share premium).
At 31 December 2025, the number of additional shares
authorised for issue is 121,547,012, which includes 25,952,901 shares which
the Company has committed to issue in accordance with binding subscription
agreements (2024: 205,326,214 which included 34,333,859 under binding
subscription agreements).
17 SHARE PREMIUM
2025 2024
€ €
At 1 January 12,754,046 11,048,183
Premium arising on issue of equity shares 5,273,862 1,705,863
Transaction costs on issue of shares (102,512) -
At 31 December 17,925,396 12,754,046
18 RESERVES
Share capital comprises the amount for the nominal value of
shares issued.
Share premium comprises the amount subscribed for share
capital which exceeds the nominal value, after deducting costs of issue.
Share capital to be issued comprises amounts received under
binding share subscription agreements where shares have not yet been issued.
The translation reserve comprises all foreign currency
differences arising from the translation of the financial statements of
foreign operations.
Retained earnings comprises the brought forward cumulative
profit and loss balances carried forward from previous accounting periods.
19 TRADE AND OTHER PAYABLES
Group Company
2025 2024 2025 2024
€ € € €
Trade payables 1,052,110 1,211,014 48,796 119,402
Amounts owed to group undertakings - - - 156,552
Social security and other taxes 69,031 78,875 44,801 60,277
Other payables 117,492 17,302 70 75
Accruals and deferred income 607,258 1,033,931 124,019 99,854
Amounts owed to Directors 49,947 300,865 144,691 194,322
1,895,838 2,641,987 362,377 630,482
Included in accruals and deferred income at the start of
the period was €579,869 (2024: €530,887) of deferred income which was
recognised as revenue during the year.
20 FINANCIAL LIABILITIES - BORROWINGS
Group Company
2025 2024 2025 2024
€ € € €
Current interest-bearing loans and borrowings - 1,401,543 - -
At 31 December 2025, the Group had no outstanding
interest-bearing loans or borrowings (2024: €1,401,543), the prior year
balance having been fully repaid during the year from the proceeds of equity
fundraisings. The Group continues to have access to a loan facility of up to
€6,000,000 with UAB Intis Telecom, which remains available for drawdown.
Under the terms of the facility, the interest rate is 12% per annum, with
final repayment due on 31 December 2026.
21 FINANCIAL LIABILITIES - LEASES
Lease liabilities
The lease liability and corresponding right-of-use asset recognised in respect
of the Berlin club are as follows:
Group 2025 2024
€ €
Right-of-use assets - 1,055,967
Current lease liability - 129,955
Non-current lease liability - 1,174,319
- 1,304,274
A right-of-use asset was recognised in 2022 in respect of a
lease of premises occupied by the Berlin club venue, which had an original
term of 10 years ending on 31 December 2031. An addition to the right-of-use
asset of €120,705 was recognised during 2023 following an increase in lease
payments after a review.
During the year, following the closure of the Berlin club,
the lease was terminated and the associated right-of-use asset and lease
liability were derecognised. The resulting gain on derecognition of the lease
liability has been recognised within discontinued operations (see note 8).
Following termination of the lease, the Group has no
remaining lease liabilities at 31 December 2025. All lease-related amounts for
the year relate to discontinued operations.
22 FINANCIAL INSTRUMENTS
Financial instruments used by the Group, from which
financial instrument risk arises, are as follows:
· trade and other payables;
· cash and cash equivalents; and
· trade and other receivables.
The main purpose of these financial instruments is to
finance the Group's operations and manage working capital requirements.
Financial instruments are measured at amortised cost.
Crypto-assets are not financial instruments and are measured at fair value
through profit or loss. The Group holds crypto-assets as part of its treasury
activities and monitors their fair value at each reporting date. The fair
value of crypto-assets is categorised as Level 1 within the fair value
hierarchy, based on quoted prices in active markets.
2025 2024
€ €
Other financial assets
Trade and other receivables more than one year - 162,884
Trade and other receivables less than one year 137,563 234,167
Cash and cash equivalents 40,732 267,396
Total financial assets 178,295 664,447
2025 2024
€ €
Other financial liabilities
Lease liabilities more than one year - 1,174,319
Trade payables less than one year 1,052,110 1,211,014
Other payables less than one year 236,470 397,042
Lease liabilities less than one year - 129,955
Interest bearing loans and borrowings less than one year - 1,401,543
Total financial liabilities 1,288,580 4,313,873
The Directors consider that the carrying value for each class of financial
asset and liability, approximates to their fair value.
Financial risk management
The Group's activities expose it to a variety of risks,
including market risk (foreign currency risk and interest rate risk), credit
risk and liquidity risk. The Group manages these risks through an effective
risk management programme, and, through this programme, the Board seeks to
minimise the potential adverse effects on the Group's financial performance.
Credit risk
Credit risk is the risk of financial loss to the Group if a
customer to a financial instrument fails to meet its contractual
obligations. The Group's credit risk is primarily attributable to its
receivables and its cash deposits. It is Group policy to assess the credit
risk of new customers before entering into contracts. The Group continues to
assess the risk and a further loss allowance for the full lifetime expected
credit losses is recognised if the credit risk has increased significantly
since initial recognition. The Group considers any contractual payment being
30 days past due, and each subsequent period of 30 days, to be an indicator of
a significant increase in credit risk which may require an additional loss
allowance to be recorded.
The Group considers a financial asset to be in default when
contractual payments are more than 90 days past due or where there is other
objective evidence that the counterparty is unlikely to pay. This definition
is consistent with the Group's historical experience and reflects the point at
which credit losses are typically incurred.
The risks specific to the Group's revenue types within its
activities are outlined below:
· Events, payment is typically received in accordance with
multi-year agreement in advance of the event to which it relates, the
Directors therefore consider the credit risk to be low.
· Online income, payment is typically received annually in advance,
the Directors therefore consider the credit risk to be trivial.
· Merchandising and Clubs, payment is typically received prior to
control of goods purchased being transferred to the customer, the Directors
therefore consider the risk to be non-trivial but minimal.
Credit losses of €6,514 were recognised during the year (2024: €14,010).
This amount relates to a specific provision against a trade receivable and is
not representative of the Group's overall expected credit loss assessment
under IFRS 9.
Financial assets past due but not impaired as at 31
December 2025:
Not impaired and not past due Not impaired but past due by the following amounts
>30 days >60 days >90 days >120 days
€ € € € €
Group: Trade and other receivables less than one year 39,299 - - - -
Company: Trade and other receivables more than one year 7,426,374 - - - -
Financial assets past due but not impaired as at 31
December 2024:
Not impaired and not past due Not impaired but past due by the following amounts
>30 days >60 days >90 days >120 days
€ € € € €
Group: Trade and other receivables more than one year 162,884 - - - -
Group: Trade and other receivables less than one year 75,909 11,440 - - -
Company: Trade and other receivables less than one year 4,714,779 - - - -
Liquidity risk and interest rate risk
Liquidity risk arises from the Group's management of
working capital. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due.
The Group's funding strategy is to ensure a mix of funding
sources offering flexibility and cost effectiveness to match the requirements
of the Group.
At 31 December 2025, the Group had no outstanding loans due
within one year (2024: €1,401,543).
Foreign currency risk
The Group's exposure to foreign currency risk is limited as
most of its invoicing and payments are denominated in Euro. The Group
identifies and manages currency risks using an integrated approach that takes
into account the possibility of natural (economic) hedging. For the purpose
of short-term management of currency risk, the Group selects the currency to
reduce the open currency position (the difference between assets and
liabilities in foreign currencies).
Analysis of sensitivity of financial instruments to foreign
currency exchange rate risk
Currency risk is assessed monthly using sensitivity
analysis and maintained within parameters approved in accordance with the
Group's policy. At the reporting date, the effect of the Euro's
growth/(depreciation) against other currencies in the Group's profit/(loss)
before tax is not significant.
The Group does not have any financial assets or financial
liabilities that are subject to enforceable netting arrangements or similar
agreements. Accordingly, no offsetting disclosures are presented.
23 CAPITAL MANAGEMENT
The Group's objective when managing capital is to safeguard
the Group's ability to continue as a going concern, so that it can continue to
provide returns to shareholders and benefits for other stakeholders.
The Group's capital management strategy is to retain
sufficient working capital for operating requirements and to ensure sufficient
funding is available to meet commitments as they fall due and to support
growth. There are no externally imposed capital requirements.
The Group had net assets of €1,458,391 at 31 December
2025, (2024: €950,770).
2025 2024
€ €
Interest bearing loans and borrowings - (1,401,543)
Amounts owed to directors (49,947) (300,865)
Lease liabilities - (1,304,274)
Cash and cash equivalents 40,732 267,396
Net indebtedness (9,215) (2,739,286)
Amounts owed to Directors includes balances due to Directors disclosed in note
27 to the financial statements. Although classified under 'trade and other
payables' in the Statement of Financial Position, these amounts represent
short-term financing from Directors and are included in net indebtedness.
24 PROVISION FOR LIABILITIES
Group 2025 2024
€ €
PROVISIONS
At 1 January 157,887 157,887
Reversal of dilapidations provision (155,887) -
At 31 December 2,000 157,887
A dilapidations provision was recognised in 2022 in respect
of the Berlin club lease.
Following the closure of the venue and termination of the
lease during the year, the obligation ceased to exist and the provision was
fully released, with the resulting credit recognised within discontinued
operations (see note 8)
25 DEFERRED TAX
Group 2025 2024
€ €
Balance at 1 January 111,374 63,272
Movement in current year (111,374) 48,102
Balance at 31 December - 111,374
There are €15,495,849 (2024: €9,917,456) of tax losses
available to the Group which, at the applicable tax rate of 25%, would provide
an additional deferred tax asset of €3,873,962 (2024: €2,479,364). This
has not been recognised in the financial statements due to the uncertainty of
the timing of future taxable profits against which these losses could be
utilised.
Deferred tax assets and liabilities are offset when the
Company has 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.
Analysis of deferred tax:
2025 2024
€ €
Timing differences arising on provisions for liabilities, lease liabilities - (430,942)
and losses carried forward
Timing difference arising on capital allowances in excess of depreciation - 319,568
- (111,374)
26 CONTINGENT LIABILITIES
The Group has an ongoing claim with one supplier, if the
claim is successful then an invoice, amounting to €1,140,000, will become
payable. The invoice has not been provided for in the financial statements as
the Directors consider it to be null and void and raised by the supplier in
breach of contract.
27 RELATED PARTY DISCLOSURES
Details of the Directors' remuneration are disclosed in
note 4 and in the Directors Remuneration Report.
Group undertakings
Intercompany balances and transactions between the Company
and its subsidiaries are eliminated on consolidation. These balances arise
from normal trading activities, loans, and cost recharges. Intercompany loans
are measured at amortised cost, with expected credit loss provisions
recognised where applicable under IFRS 9.
The following transactions took place during the year ended
31 December 2025 with and between group undertakings.
Interest paid/ Purchase/ Purchase/ Transaction fees paid/
(received) (sales) of inventory (sale) of services (received)
€ € € €
World Chess PLC (119,113) - - -
World Chess Events Ltd - (29,712) (4,000) 43,995
World Chess Europe GmbH 119,113 1,693 - -
World Chess US Inc. - 28,019 4,000 (43,995)
World Chess Sakartvelo LLC - - - -
The following transactions took place during the year ended
31 December 2025 with the Company.
Interest paid/ Purchase/ Purchase/ Transaction fees paid/
(received) (sales) of inventory (sale) of services (received)
€ € € €
World Chess Europe GmbH 119,113 - - -
The following transactions took place during the year ended
31 December 2024 with and between group undertakings.
Interest paid/ Purchase/ Purchase/ Transaction fees paid/
(received) (sales) of inventory (sale) of services (received)
€ € € €
World Chess PLC (112,675) - - -
World Chess Events Ltd 12,762 (8,887) 82,500 54,561
World Chess Europe GmbH 99,913 7,254 - -
World Chess US Inc. - 1,633 7,500 (54,561)
World Chess Sakartvelo LLC - - (90,000) -
The following transactions took place during the year ended
31 December 2024 with the Company.
Interest paid/ Purchase/ Purchase/ Transaction fees paid/
(received) (sales) of inventory (sale) of services (received)
€ € € €
World Chess Events Ltd 12,762 - - -
World Chess Europe GmbH 99,913 - - -
The following movement on Director (payables) and
receivables with the Group took place during the year ended 31 December 2025.
(Payable)/ Increase in payables Increase in receivables (Payable)/
receivable at and received from director and paid to director receivable at
1 January 2025 31 December 2025
€ € € €
Ilya Merenzon (263,761) 962,984 (686,802) 12,421
Matvey Shekhovtsov (16,800) 4,800 (2,400) (14,400)
Graham Woolfman (6,236) (6,236) - -
Jamison Firestone (4,698) - (2,181) (6,879)
Richard Collett (14,673) - (5,837) (20,510)
Neil Rafferty (4,698) - (3,460) (8,158)
During the year, the Company entered into three additional
transactions with Ilya Merenzon, comprising the issue and conversion of
€653,576 of convertible loan notes and subscriptions for new ordinary shares
totalling €1,294,416. On 3 June 2025, 25,757,575 new ordinary shares were
issued, comprising the conversion of the loan notes and a subscription of
€356,496. A further 9,090,909 new ordinary shares were issued on 24 June
2025 for cash consideration of €937,920. These transactions were undertaken
at market price, on terms agreed between the parties, and were approved by the
Board.
The following movement on Director (payables) and
receivables with the Group took place during the year ended 31 December 2024.
(Payable)/ Increase in payables Increase in receivables (Payable)/
receivable at and received from director and paid to director receivable at
1 January 2024 31 December 2024
€ € € €
Ilya Merenzon (133,186) (1,034,143) 903,568 (263,761)
Matvey Shekhovtsov (1,582) (16,800) 1,582 (16,800)
Graham Woolfman - (6,236) - (6,236)
Jamison Firestone - (4,698) - (4,698)
Richard Collett - (14,673) - (14,673)
Neil Rafferty (312) (4,698) 312 (4,698)
The following movement on Director (payables) and
receivables with the Company took place during the year ended 31 December
2025.
(Payable)/ Increase in payables Increase in receivables (Payable)/
receivable at and received from director and paid to director receivable at
1 January 2025 31 December 2025
€ € € €
Ilya Merenzon (147,217) 191,019 (138,546) (94,744)
Matvey Shekhovtsov (16,800) 4,800 (2,400) (14,400)
Graham Woolfman (6,236) 6,236 - -
Jamison Firestone (4,698) - (2,181) (6,879)
Richard Collett (14,673) - (5,837) (20,510)
Neil Rafferty (4,698) - (3,460) (8,158)
The following movement on Director (payables) and
receivables with the Company took place during the year ended 31 December
2024.
(Payable)/ Increase in payables Increase in receivables (Payable)/
receivable at and received from director and paid to director receivable at
1 January 2024 31 December 2024
€ € € €
Ilya Merenzon (18,015) (169,900) 40,698 (147,217)
Matvey Shekhovtsov (1,582) (16,800) 1,582 (16,800)
Graham Woolfman - (6,236) - (6,236)
Jamison Firestone - (4,698) - (4,698)
Richard Collett - (14,673) - (14,673)
Neil Rafferty (312) (4,698) 312 (4,698)
The following balances remained outstanding at 31 December
with related parties.
Included in trade and other payables
Group Company
Related party 2025 2024 2025 2024
€ € € €
Group undertakings
World Chess Events Ltd n/a n/a - -
World Chess Europe GmbH n/a n/a - -
World Chess US Inc. n/a n/a - 156,552
World Chess Sakartvelo LLC n/a n/a - -
Directors
Ilya Merenzon - 253,760 94,744 147,217
Matvey Shekhovtsov 14,400 16,800 14,400 16,800
Graham Woolfman - 6,236 - 6,236
Jamison Firestone 6,879 4,698 6,879 4,698
Richard Collett 20,510 14,673 20,510 14,673
Neil Rafferty 8,158 4,698 8,158 4,698
Included in trade and other receivables
Group Company
Related party 2025 2024 2025 2024
€ € € €
Group undertakings
World Chess Events Ltd n/a n/a 6,962,574 4,713,473
World Chess US Inc. n/a n/a 462,495 -
Directors
Ilya Merenzon 12,421 - - -
28 ULTIMATE CONTROLLING PARTY
The ultimate controlling party is Ilya Merenzon by virtue
of his shareholding in the Company.
29 SHARE-BASED PAYMENT TRANSACTIONS
On 14 January 2025, the Company issued 717,948 new ordinary shares to a senior
consultant in lieu of fees of €33,177.
30 SUBSEQUENT EVENTS
Subsequent to the reporting date, on 15 January 2026, the Company issued
8,333,333 new ordinary shares for total cash consideration of €100,000.
In addition, following shareholder approval, the Company issued a further
175,915,198 new ordinary shares on 1 April 2026 for total cash consideration
of €1,287,758.
The total proceeds raised subsequent to the reporting date amounted to
approximately €1.39 million. These proceeds strengthen the Group's working
capital position.
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