Brera Holdings PLC 6-K, filed Oct 27, 2025
Brera Holdings PLC (SLMT)
About this 6-K
Brera Holdings PLC filed this 6-K on October 27, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of October, 2025.
Commission File Number
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
This report on Form 6-K (“Form 6-K Report”) shall be deemed to be incorporated by reference into the shelf registration statement on Form F-3, as amended (Registration Number 333-276870) of Brera Holdings PLC, a public limited company incorporated in the Republic of Ireland, (the “Company”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2024 (the “Shelf Registration Statement”) and into each prospectus or prospectus supplement outstanding under the Shelf Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 99.1 to this Form 6-K Report are the Condensed Consolidated Interim Financial Statements (Unaudited) of the Company as of June 30, 2025 and December 31, 2024 and for the six-months ended June 30, 2025 and 2024.
Reference is made to our Report of Foreign Private Issuer on Form 6-K filed on June 23, 2025 in which the Company disclosed the completion of the acquisition of Italian Serie B football club Juve Stabia S.r.l. Pursuant to the requirements of Regulation S-X in connection with a significant acquisition, the Company is furnishing the relevant financial statements as exhibits to this Form 6-K.
Attached as Exhibit 23.1 to the Form 6-K is the consent of Grant Thorton S.p.A. to the incorporation by reference of their audit report for Juve Stabia S.r.l.’s audited consolidated financial statements as of June 30, 2024 and 2023 into the Shelf Registration Statement and being named as an expert therein.
Attached as Exhibit 99.2 to this form 6-K are Audited Financial Statements of Juve Stabia for the year ended June 30, 2024 and for the year ended June 30, 2023.
Attached as Exhibit 99.3 to this form 6-K are Unaudited Financial Statements of Juve Stabia for the six months ended December 31, 2024 and 2023.
Attached as Exhibit 99.4 to this form 6-K are Unaudited Pro Forma Condensed Combined Financial Information for the year ended December 31, 2024 and for the six months ended June 30, 2025.
EXHIBIT INDEX
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 24, 2025 | BRERA HOLDINGS PLC | |
| By: | /s/ Dr. Fabio Scacciavillani | |
| Dr. Fabio Scacciavillani | ||
| Chief Financial Officer | ||
2
Exhibit 23.1
Ria Grant Thornton S.p.A. Via Maragliano, 6 50144 Firenze T +39 055 480112 |
CONSENT OF INDEPENDENT AUDITORS
We have issued our report dated September 29, 2025, with respect to the financial statements of Società Sportiva Juve Stabia s.r.l., included in the Form 6-K of Brera Holding PLC. filed on October 24, 2025. We consent to the incorporation by reference of said report in the Registration Statement of Brera Holding PLC. on Form F-3 (File No. 333-276870).
RIA GRANT THORNTON SPA
Ria Grant Thornton S.P.A
Florence, Italy
October 24, 2025
 | Società di revisione ed organizzazione contabile Sede Legale: Via Melchiorre Gioia n .8 – 20124 Milano - Iscrizione al registro delle imprese di Milano Codice Fiscale e P.IVA n.02342440399 - R.E.A. 1965420. Registro dei revisori legali n.157902 già iscritta all’Albo Speciale delle società di revisione tenuto dalla CONSOB al n. 49 Capitale Sociale: € 1.832.610,00 interamente versato Uffici: Ancona-Bari-Bologna-Cagliari-Firenze-Milano-Napoli-Padova-Palermo-Perugia-Rimini-Roma-Torino-Trento-Treviso. Grant Thornton refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Ria Grant Thornton spa is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omission | www.ria-grantthornton.it |
Exhibit 99.1
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Financial Position
(Unaudited)
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | € | € | ||||||
| Trade and other receivables | ||||||||
| Trade and other receivables – related parties | ||||||||
| Inventory | ||||||||
| Deposits and prepayments | ||||||||
| Loan receivable | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property, plant and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets | ||||||||
| Investment accounted for using the equity method | ||||||||
| Non-current assets of discontinued operations | ||||||||
| Total non-current assets | ||||||||
| Total Assets | € | € | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Trade and other payables | € | € | ||||||
| Trade and other payables – related parties | ||||||||
| Contract liabilities and deferred revenue | ||||||||
| Loan payable | ||||||||
| Shareholder loans | ||||||||
| Bank overdraft | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Trade and other payables | ||||||||
| Deferred tax liability | ||||||||
| Loan payable | ||||||||
| Director loan – related party | ||||||||
| Warrant liabilities | ||||||||
| Contingent consideration | ||||||||
| Non-current liabilities of discontinued operations | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ Equity*: | ||||||||
| Series A Preferred Shares, nominal value US $ | ||||||||
| Series B Preferred Shares, nominal value US $ | ||||||||
| Ordinary shares – Class A, nominal value US $ | ||||||||
| Ordinary shares – Class B, nominal value US $ | ||||||||
| Subscription receivable | ( | ) | ||||||
| Foreign exchange reserve | ||||||||
| Capital reserves | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Brera Holdings shareholders’ equity | ||||||||
| Non-controlling interest | ( | ) | ||||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | € | € | ||||||
| * |
See accompanying notes to the interim condensed consolidated financial statements.
F-1
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Loss and Other Comprehensive Income
For the Six Months Ended June 30, 2025 and 2024
(Unaudited)
| June 30, 2025 | June 30, 2024 | |||||||
| CONTINUING OPERATIONS | ||||||||
| Revenue | € | € | ||||||
| Revenue – related parties | ||||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative expense | ||||||||
| General and administrative expense – related parties | ||||||||
| Total operating expenses | ||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Net fair value gain and loss on financial assets at fair value through profit and loss | ||||||||
| Non-related parties | ||||||||
| Related parties | ||||||||
| Change in fair value of warrant liability | ( | ) | ||||||
| Finance costs | ||||||||
| Non-related parties | ( | ) | ||||||
| Related parties | ( | ) | ||||||
| Gain on remeasurement of previously held interest | ||||||||
| Other income | ||||||||
| Non-related parties | ||||||||
| Related parties | ||||||||
| Income related to change in fair value of contingent consideration | ||||||||
| Total other income | ||||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||
| Net loss | € | ( | ) | € | ( | ) | ||
| Attributable to the Company | € | ( | ) | € | ( | ) | ||
| Attributable to non-controlling interest | € | ( | ) | € | ( | ) | ||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustments | ||||||||
| Total comprehensive loss | € | ( | ) | € | ( | ) | ||
| Weighted average shares outstanding – basic and diluted: | ||||||||
| Ordinary shares – Class A | ||||||||
| Ordinary shares – Class B | ||||||||
| Net loss per share from continuing operations – basic and diluted: | ||||||||
| Ordinary shares – Class A | € | ( | ) | € | ( | ) | ||
| Ordinary shares – Class B | € | ( | ) | € | ( | ) | ||
| Net loss per share from discontinued operations – basic and diluted: | ||||||||
| Ordinary shares – Class A | € | ( | ) | € | ( | ) | ||
| Ordinary shares – Class B | € | ( | ) | € | ( | ) | ||
See accompanying notes to the interim condensed consolidated financial statements.
F-2
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Six Months Ended June 30, 2025 and 2024
(Unaudited)
| Series A | Series B | Class A | Class B | Foreign | Non- | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Shares | Preferred Shares | Ordinary Shares | Ordinary Shares | Subscription | Exchange | Capital | Accumulated | Controlling | Shareholders’ | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Receivable | Reserve | Reserves | Deficit | Interest | Equity* | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | € | € | € | € | € | € | € | € | ( | ) | € | ( | ) | € | ||||||||||||||||||||||||||||||||||||||||||
| Shares issued for cash | | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related party debt exchange agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for acquisition of Juve Stabia | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity contribution by NCI | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Obligation to issue shares | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Derecognition of discontinued business | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-controlling interests on acquisition of subsidiary | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | € | € | € | € | € | ( | ) | € | € | € | ( | ) | € | € | ||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | € | € | € | € | € | ( | ) | € | € | € | ( | ) | € | € | ||||||||||||||||||||||||||||||||||||||||||
| Share options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares converted from Class A to Class B | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange difference arising from translation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss for the period | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | € | € | € | € | € | ( | ) | € | € | € | ( | ) | € | € | ||||||||||||||||||||||||||||||||||||||||||
| * |
See accompanying notes to the interim condensed consolidated financial statement
F-3
BRERA HOLDINGS PLC
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2025 and 2024
(Unaudited)
| June 30, 2025 | June 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | € | ( | ) | € | ( | ) | ||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjust net loss for items not involving cash: | ||||||||
| Depreciation on property, plant and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Fair value (gain) loss on financial assets at fair value through profit and loss | ( | ) | ||||||
| Credit losses, loan receivable | ||||||||
| Credit losses, trade and other receivables | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Share-based compensation – services | ||||||||
| Share-based compensation – options | ||||||||
| Gain on previously held interest in acquired entity | ( | ) | ||||||
| Interest incurred on debt | ( | ) | ||||||
| Interest incurred on debt, related party | ||||||||
| Change in contingent consideration | ( | ) | ||||||
| Debt conversion | ||||||||
| Changes in non-cash working capital items: | ||||||||
| Trade and other receivables | ( | ) | ||||||
| Trade and other receivables – related parties | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Deposits and prepayments | ( | ) | ( | ) | ||||
| Contract liabilities and deferred revenue | ( | ) | ||||||
| Loan receivable | ( | ) | ||||||
| Trade and other payables | ( | ) | ||||||
| Trade and other payables – related parties | ( | ) | ||||||
| Net cash (used in) operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) operating activities from discontinued operations | ( | ) | ||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of subsidiaries, net of cash acquired | ( | ) | ||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Proceeds from financial assets at fair value through profit and loss | ||||||||
| Net cash provided by (used in) investing activities from continuing operations | ( | ) | ||||||
| Net cash (used in) investing activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of ordinary shares | ||||||||
| Proceeds from direct loan with related party | ||||||||
| Change in bank overdraft | ||||||||
| Contribution from minority interest member | ||||||||
| Partial repayment of debt | ( | ) | ||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by (used in) financing activities from discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net (decrease) in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Effect of foreign exchange rate changes | ||||||||
| Cash from continuing operations, end of the period | € | € | ||||||
| Supplemental cash flow disclosures: | ||||||||
| Cash paid for interest | € | € | ||||||
| Cash paid for income taxes | € | € | ||||||
See accompanying notes to the interim condensed consolidated financial statement
F-4
BRERA HOLDINGS PLC
Notes to Interim Condensed Consolidated Financial Statements
Note 1 – General information and reorganization transactions
Brera Holdings PLC (FKA Brera Holdings Limited) (“Brera Holdings”, “we”, or the “Company”), a public company limited by shares, was incorporated in Ireland on June 30, 2022.
The sole subscriber to the incorporation constitution
of the Company was Goodbody Subscriber One Limited which subscribed for one (1) ordinary share for EUR
On June 24, 2025, the Company announced a 1-for-10
reverse share split of the Company’s ordinary shares, wherein the
In addition, on June 24th, 2025, the
Company has designated two series of Preferred Shares, Series A with
Business
Our business strategy is to develop a “Global Sports Group” portfolio of professional football clubs. Under our Global Sports Group structure, we intend to acquire top-division sporting teams in Africa, South America, Eastern Europe, and potentially other emerging markets, and give them access to the global transfer market. We likewise expect that acquisitions of Eastern European and other non-mainstream market teams will enable us to compete and potentially win significant revenue in Union of European Football Associations (“UEFA”) and potentially other regional competitions. To that end, we made the following acquisitions.
Segment Reporting
The Company determines its operating segment based on how its chief operating decision maker (“CODM”) manages the business, makes operating decisions, including the allocation of resources, and assesses operating performance. The Company’s CODM is the Chief Executive Officer, who reviews the Company’s operating results on a consolidated basis
Acquisition of FKAP
In April 2023, we acquired
F-5
The FKAP Acquisition continues our strategy of developing a “Global Sports Group” portfolio of professional sporting clubs, and we believe that FKAP, with both its football club and deep and talented roster of players, is an ideal strategic fit as we expand our portfolio.
In June 2024, we established a joint stock company for the North Macedonian women’s football club Tiverija Stumica, now known as Brera Tiverija FC, a wholly-owned subsidiary of FKAP.
See Note 3 for further information concerning the FKAP Acquisition.
Acquisition of UYBA
In July 2023, we acquired
During the six months ended June 30, 2025, we
determined that UYBA, being a volleyball team, did not fit within our strategy to develop a group of professional football clubs and,
as such, we decided to sell UYBA. On June 17, 2025, we entered into a Private Agreement under which we sold our entire interest to Selene
Sas Di Immobiliare, Luna Srl for the sale price of €
See Note 4 for further information concerning the sale of UYBA.
Acquisition of Juve Stabia
On December 9, 2024 the Company announced that
it had agreed to acquire a majority ownership interest in Italian Serie B football club Juve Stabia through its owner and manager SS Juve
Stabia SpA (“Juve Stabia” or “the Club”), through share capital and reserve increases in the Club (the “Juve
Stabia Acquisition”). The Juve Stabia Acquisition consisted of both payments of cash and issuances of our Nasdaq-listed shares in
a multi-step process that will gives the Company a total of approximately
See Note 3 for further information concerning the Juve Stabia Acquisition.
Note 2 – Summary of Material Accounting Policies
Standards Issued and Not Yet Adopted
Certain new standards, amendments, and interpretations to existing IFRS Accounting Standards have been published but are not yet effective and have not been adopted early by the Company. Management anticipates that pronouncements will be adopted in the Company’s accounting policy for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments, and interpretations is provided below.
In May 2024, the International Accounting Standards Board (“IASB”) issued amendments to IFRS 9, Financial Instruments and IFRS 7, Financial Instruments: Disclosure to clarify the timing of recognition and derecognition of financial assets and liabilities, the settlement of financial liabilities using an electronic payment system, and the assessment of contractual cash flow characteristics, classification and disclosure of financial assets with environmental, social, and governance linked or other contingent features. The IASB also amended the disclosure requirements for investments in equity instruments designated as fair value through other comprehensive income and added disclosure requirements for financial instruments with contingent features. These amendments are effective for annual reporting periods beginning on or after January 1, 2026. The Company is currently evaluating the impact of these amendments on the consolidated financial statements.
F-6
In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements to improve reporting of financial performance. IFRS 18 replaces IAS 1, Presentation of Financial Statements. Many requirements from IAS 1 remain unchanged into IFRS 18. The standard sets out requirements on presentation and disclosures in financial statements. It introduces a defined structure for the statement of income composed of required categories and subtotals. The standard also introduces specific disclosure requirements for management-defined performance measures and a reconciliation between these measures and the most similar subtotal specified in IFRS Accounting Standards, which must be disclosed in a single note. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027. Earlier application is permitted. The Company is currently evaluating the impact of the adoption of IFRS 18 on the consolidated financial statements.
Reverse Share Split
On May 21, 2025, our board of directors approved
a 1-for-10 reverse share split of our ordinary shares, wherein the
All outstanding securities entitling their holders to acquire Class A or Class B Ordinary Shares were adjusted as a result of the reverse share split. All Class A and Class B Ordinary Shares and per share data including basic and diluted earnings per share calculations are retrospectively restated to give effect to the reverse share split for all periods presented herein.
Basis of Presentation and Consolidation
These interim condensed consolidated financial statements, including comparatives, have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC). Our year end is December 31. These interim condensed consolidated financial statements include the accounts of the parent company and its subsidiaries constituting the Company. All intercompany transactions and balances have been eliminated.
The unaudited interim condensed consolidated financial statements presented in this report do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements as at December 31, 2024 and for the year then ended included in the Company’s Annual Report on Form 20-F/A for the year ended December 31, 2024 (the “2024 Annual Report”), filed May 28, 2025.
Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2024 Annual Report.
Subsidiaries are all entities (including structured entities) over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. The Company re-assesses whether or not it controls an investee on a periodic basis, and they are deconsolidated from the date that control ceases.
The interim consolidated statements of financial position have been prepared based on the nature of the transactions, distinguishing: (a) current assets from non-current assets, where current assets are intended as the assets that should be realized, sold or used during the normal operating cycle, or the assets owned with the aim of being sold in the short term (within 12 months); (b) current liabilities from non-current liabilities, where current liabilities are intended as the liabilities that should be paid during the normal operating cycle, or over the 12-month period subsequent to the reporting date.
F-7
The interim consolidated statements of profit or loss and comprehensive income have been prepared based on the function of the expenses.
The interim consolidated statements of cash flows have been prepared using the indirect method.
The interim condensed consolidated financial statements present all amounts rounded to the nearest Euro (“EUR” or “€”), unless otherwise stated. They also present comparative information in respect to previous periods.
Profit or loss and each item of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Company’s accounting policies.
All intercompany assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in consolidation.
Non-controlling interests in subsidiaries are presented separately from the Company’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.
The following table lists the constituent companies in the Company.
| Company name | Jurisdiction | Incorporation Date | Ownership | |||
| Brera Holdings PLC | ||||||
| Brera Milano Srl | ||||||
| Brera FC | ||||||
| Fudbalski Klub Akademija Pandev | ||||||
| SS Juve Stabia SpA | ||||||
| Tiverija Brera AD Strumica | ||||||
| UYBA Volley S.s.d.a.r.l |
Reclassification
During the preparation of the June 30, 2025 financial
statements, the Company identified a misclassification related to grant revenue previously presented within “Revenue” in the
prior period’s financial statements. The amount of EUR
Functional and Presentation Currency
The financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). These interim condensed consolidated financial statements are presented in euro (the Company’s presentation currency).
| Entity | Functional Currency | |
| Brera Holdings. PLC | ||
| Brera Milano S.r.l. | ||
| Brera FC | ||
| Fudbalski Klub Akademija Pandev | ||
| SS Juve Stabia SpA | ||
| Tiverija Brera AD Strumica |
F-8
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of each the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, are generally recognized in profit or loss. They are deferred in equity if they relate to qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.
Foreign exchange gains and losses that relate to borrowings are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and losses are presented in the statement of profit or loss on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognized in other comprehensive income.
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
| ● | assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet and at historical rates for equity. |
| ● | income and expenses for each statement of profit or loss and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and |
| ● | all resulting exchange differences are recognized in other comprehensive income. |
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognized in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
Liquidity and Capital Resources
In early 2022, Russia’s invasion of Ukraine created volatility across global commodity and equity markets and contributed to a sharp increase in global inflation. Central banks have responded by raising interest rates, which has in turn tightened financial conditions worldwide. The Board of Directors continues to monitor these macroeconomic developments and work closely with advisers to ensure the ongoing stability and efficient operation of the business.
During the six months ended June 30, 2025, the
Company incurred a net loss of EUR
F-9
In accordance with IAS 1, Presentation of Financial Statements, management assessed whether events or conditions existed that could give rise to substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the reporting date.
Subsequent to June 30, 2025, on September 18,
2025, the Company completed a PIPE (Private Investment in Public Equity) financing, entering into securities purchase agreements to issue
approximately
Management has prepared cash flow projections for the twelve-month period following the issuance of these financial statements. Based on these projections, even after considering repayment of all outstanding debt obligations, the Company will maintain more than sufficient liquidity to fund operations and meet its obligations as they become due.
Accordingly, management has concluded that the successful completion of the September 2025 financing alleviates the substantial doubt that previously existed regarding the Company’s ability to continue as a going concern.
Historical Cost Convention
The interim condensed consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
Judgements and Estimates
The preparation of these interim condensed consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Following are key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities:
| - | Measurement of the provision for doubtful accounts, for the significant assumptions used by management in estimating the expected credit loss (“ECL”) (weighted-average loss rate or default rate, current and future financial situation of debtors for individual receivables that management is aware will be difficult to collect, future general economic conditions, future general economic conditions). |
| - | Fair value measurements of options and warrants, including the significant assumptions used in determining their fair value. |
| - | Estimated useful lives, depreciation method and impairment assessment of the property, plant and equipment and rights-of-use assets and for measuring impairment of intangibles. |
| - | Assessment of the lease term of lease liabilities depending on whether the Company is reasonably certain to exercise the extension options. |
F-10
Business Combinations
The Company accounts for business combinations using the guidance in IFRS 3, Business Combinations. The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
| ● | fair values of the assets transferred. |
| ● | liabilities incurred to the former owners of the acquired business. |
| ● | equity interests issued by the Company. |
| ● | fair value of any asset or liability resulting from a contingent consideration arrangement, and |
| ● | fair value of any pre-existing equity interest in the subsidiary. |
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Company recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are costs the Company incurs to affect a business combination. The Company accounts for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are received.
The excess of (a) the consideration transferred, (b) the amount of any non-controlling interest in the acquired entity, and (c) the acquisition date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill.
If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value, with changes in fair value recognized in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
deposits held at call with financial institutions and all short-term investments readily convertible to cash, without notice or penalty,
with an initial maturity of 90 days or less to be cash equivalents. Our Company had cash equivalents of EUR
F-11
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value:
| Level 1 | — | Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| Level 2 | — | Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices). | |
| Level 3 | — | Unobservable inputs which are supported by little or no market activity. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. |
For assets and liabilities, such as cash, trade and other receivables, deposits and prepayments, loans receivable, trade and other payables, Contract liabilities and deferred revenue, lease liabilities, loans payable, and income tax payable maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
Fair Value Hierarchy of assets and liabilities that are recognized and measured at fair value in the financial statements as of June 30, 2025 and December 31, 2024 (level 3 inputs are not applicable):
| Fair Value Measurement Using | ||||||||
| Level 1 | Level 2 | |||||||
| EUR | EUR | |||||||
| June 30, 2025 | ||||||||
| Non-current Liabilities: | ||||||||
| Loan payable | ||||||||
| Director loan – related party | ||||||||
| Contingent consideration | ||||||||
| December 31, 2024 | ||||||||
| Non-current Liabilities: | ||||||||
| Director loan – related party | ||||||||
| Loan payable | ||||||||
| Contingent consideration | ||||||||
Financial Risk Factors
Our Company is exposed in varying degrees to a variety of financial instrument-related risks. The main types of risks are credit risk, liquidity risk and market risk. These risks arise from the normal course of operations and all transactions are undertaken as a going concern. The type of risk exposure and the way in which such exposure is managed is as follows:
F-12
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s credit risk is primarily attributable to its cash and trade and other receivables.
As of June 30, 2025, one customer accounted for
10% of the Company’s trade and other receivables and at December 31, 2024, one customer accounted for more than
Cash and cash equivalents are placed with credit-worthy financial institutions with high credit ratings assigned by international credit-rating agencies and therefore credit risk is limited. The Company has adopted procedures for extending credit terms to customers and monitoring their credit risk. Credit evaluations are performed on customers requiring credit over a certain amount. Before accepting any new customer, the Company carries out research on the credit risk of the new customer and assesses the potential customer’s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed when necessary.
Financial instruments, which potentially subject
the Company to concentration of credit risk, consist primarily of cash deposits and trade and other receivables. The Company minimizes
the concentration of credit risk associated with its cash by maintaining its cash with high-quality insured financial institutions. For
the cash in the traditional banks in Italy, balances in excess of the amount covered by the statutory Deposit Guarantee Scheme in Italy
(EUR
As of June 30, 2025 and December 31, 2024, we
had cash deposits in a non-traditional bank, Wise Europe SA, amounting to EUR
The Company’s current credit risk-grading framework comprises the following categories:
| Category | Description | Basis of recognizing estimated credit loss (“ECL”) | ||
Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessments are performed based on the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current conditions at the reporting date as well as the forecast of future conditions.
F-13
The Company performs an impairment assessment under the ECL model on financial assets (including trade and other receivables and loan receivables) which are subject to an impairment assessment under IFRS 9 Financial Instruments. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.
The Company always recognizes lifetime ECL for trade receivables. For all other instruments, the Company measures the loss allowance equal to 12-month ECL, unless there has been a significant increase in credit risk since initial recognition, in which case the Company recognizes lifetime ECL. The assessment of whether lifetime ECL should be recognized is based on significant increases in the likelihood or risk of a default occurring since initial recognition.
Liquidity Risk
Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. Our approach to managing liquidity risk is to ensure, as far as possible, that we will always have sufficient funds to meet liabilities when due. We also manage liquidity risk by continuously monitoring actual and budgeted expenses.
In the management of the liquidity risk, the Company monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance its operations and mitigate the effects of fluctuations in cash flows. The management monitors the utilization of bank borrowings and ensures compliance with loan covenants.
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect our income or the value of our holdings of financial instruments. We have limited exposure to any market risk.
Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. Interest rate risk arises from the potential changes in interest rates that may have an adverse effect on the Company in the current reporting period and future years. Our primary interest rate relates to interest-bearing long-term borrowings. At this time, the Company only has fixed rate loans so any interest rate change would have no effect. The effect of rising interest rates on our financial condition is expected to be negligible given that we do not have material debt or accounts receivable.
The Company’s primary interest rate relates to interest-bearing long-term borrowings. The interest rate and terms of repayment of bank loans are disclosed in note 13 of these interim condensed consolidated financial statements.
Foreign Currency Exchange Risk
The majority of our cash flows, financial assets and liabilities are denominated in U.S. dollars, euros, and denars, which are the functional currencies for the Company and subsidiaries. The reporting currency of the interim condensed consolidated financial statements is euros. We are exposed to financial risk related to the fluctuation of foreign exchange rates and the degree of volatility of those rates. Currency risk is limited to the proportion of our business transactions denominated in currencies other than the euro, primarily for capital expenditures, potential future debt, if any, and various operating expenses such as salaries and professional fees. We do not currently use derivative financial instruments to reduce our foreign exchange exposure and management does not believe our current exposure to currency risk to be significant.
Property, Plant and Equipment
Property, plant and equipment are tangible assets that are held for use in the production or supply of goods or services, or for administrative purposes. Property, plant and equipment are stated in the interim condensed consolidated statements of financial position at original cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.
F-14
Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, for qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.
Depreciation is recognized to allocate the cost of assets less their residual values over their estimated useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
Depreciation is charged to allocate the cost of assets, over their estimated useful lives, using the straight-line method, on the following bases:
| Years | ||
| Leasehold improvements | ||
| Furniture and fixtures | ||
| Office equipment and software | ||
| Motor vehicles | ||
| Building | ||
| Other |
Impairment on Property, Plant and Equipment and Right-of-Use Assets
At the end of each reporting period, the Company reviews the carrying amounts of its property, plant and equipment and right-of-use assets to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated to determine the extent of the impairment loss, if any.
The recoverable amount of property, plant and equipment and right-of-use assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units.
Recoverable amount is the higher of fair value less costs of disposal 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 (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Company compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognized immediately in profit or loss.
F-15
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
Provisions
A provision is recognized when the Company has a present legal or constructive obligation because of a past event, it is probable that an outflow of resources will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are not recognized for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.
Share-Based Compensation
The Company grants share options and awards to the Company’s directors, officers, employees, and consultants. In accordance with IFRS 2 Share-Based Payments, the fair value of each option or award is calculated on the grant date.
The fair value of share options is measured using the Black-Scholes pricing model whereas the fair value of share awards is determined based on the most recent trading price of the relevant shares. The resulting cost of share options or awards is either capitalized to the consolidated statement of financial position or charged to the consolidated statement of profit or loss over the vesting period. Where share options or awards are subject to vesting, each vesting tranche is considered a separate award with its own vesting period and grant date fair value. Compensation expense is recognized over the tranche’s vesting period by either capitalization to the consolidated statement of financial position or a charge to the consolidated statement of profit or loss with a corresponding increase to reserves based on the number of options or awards expected to vest. Consideration paid for the shares on the exercise of share options is credited to capital shares. When vested options are forfeited or are not exercised at the expiry date the amount previously recognized in share-based compensation is transferred to deficit. The number of options expected to vest is reviewed at least annually, with any impact being recognized immediately.
Financial Instruments
Financial assets and financial liabilities are recognized when a Company entity becomes a party to the contractual provisions of the instrument. Purchases or sales of financial assets are transactions that require delivery of assets within the time frame established by regulation or convention in the marketplace. Purchases or sales of financial assets are recognized and de-recognized on a trade date/settlement date basis.
Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15 Revenue from Contracts with Customers. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at a fair value through profit or loss are recognized immediately in profit or loss.
The effective interest method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
F-16
Financial assets
Classification and subsequent measurement of financial assets takes into account the following factors:
(i) Amortized cost and interest income
Financial assets that meet the following conditions are subsequently measured at amortized cost:
| ● | the financial asset is held within a business model whose objective is to collect contractual cash flows; and |
| ● | the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
Interest income is recognized using the effective interest method for financial assets measured subsequently at amortized cost and debt instruments/receivables subsequently measured at fair value through comprehensive income. Interest income is calculated by applying the effectfive interest rate to the gross carrying amount of a financial asset.
(ii) Significant increase in credit risk
In assessing whether the credit risk has increased significantly since initial recognition, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.
In particular, the following information is considered when assessing whether credit risk has increased significantly:
| ● | an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; |
| ● | significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor; |
| ● | existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; |
| ● | an actual or expected significant deterioration in the operating results of the debtor; |
| ● | an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations. |
Regardless of the outcome of the above assessment, the Company presumes that the credit risk has increased significantly since initial recognition when contractual payments are more than 120 days past due, unless the Company has reasonable and supportable information that demonstrates otherwise.
Despite the foregoing, the Company assumes that the credit risk on a debt instrument has not increased significantly since initial recognition if the debt instrument is determined to have low credit risk at the reporting date. A debt instrument is determined to have low credit risk if (i) it has a low risk of default, (ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and (iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
F-17
The Company regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.
In order to minimize the credit risk, management of the Company has created a team responsible for the determination of credit limits and credit approvals for customers.
(iii) Definition of default
The Company considers for internal credit risk management purposes, and based on historical experience, that an event of default will have occurred when there is information obtained from internal or external sources that indicates the debtor is unlikely to pay its creditors, including the Company.
(iv) Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. These events include evidence that a debtor is having significant financial difficulty or it is becoming probable that the debtor will enter bankruptcy.
(v) Write-off policy
The Company writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has begun bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Company’s recovery procedures, considering legal advice where appropriate. Any recoveries made are recognized in profit or loss.
(vi) Measurement and recognition of expected credit losses
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e., the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, this is represented by the assets’ gross carrying amount at the reporting date.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate.
If the Company has measured the loss allowance for a financial instrument at an amount equal to lifetime ECL in the previous reporting period but determines at the current reporting date that the conditions for lifetime ECL are no longer met, the Company measures the loss allowance at an amount equal to 12-month ECL at the current reporting date.
The Company recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
F-18
Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and a collateralized borrowing for the proceeds received. The difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Financial liabilities and equity
Classification as debt or equity
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities including trade and other payables, loans from shareholders and borrowings are initially measured at fair value, net of transaction costs, and are subsequently measured at amortized cost, using the effective interest method, with interest expense recognized on an effective yield basis, except for short-term payables when the recognition of interest would be immaterial.
Interest-bearing loans are initially recognized at fair value, and are subsequently measured at amortized cost, using the effective interest method.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.
F-19
Revenue From Contracts with Customers
The Company enters into services agreements and statements of work with customers, also known as contracts, which set out the details of the work streams for each project to be provided to the customers. The work streams are generally capable of being distinct and accounted for as separate performance obligations.
Revenues are recognized upon the application of the following steps:
| 1. | Identification of the contract or contracts with a customer; |
| 2. | Identification of the performance obligations in the contract; |
| 3. | Determination of the transaction price; |
| 4. | Allocation of the transaction price to the performance obligations in the contract; and |
| 5. | Recognition of revenue when, or as, the performance obligation is satisfied. |
A contract asset represents the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer that is not yet unconditional. It is assessed for impairment in accordance with IFRS 9. In contrast, a receivable represents the Company’s unconditional right to consideration, i.e., only the passage of time is required before payment of that consideration is due.
A contract liability represents the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer.
A contract asset and a contract liability relating to the same contract are accounted for and presented on a net basis.
Revenue is measured based on the consideration specified in a contract with a customer and recognized as and when control of a service is transferred to a customer.
The Company’s performance obligation represents a good or service (or a bundle of goods or services) that is distinct or a series of distinct goods or services that are substantially the same.
Revenue is recorded either over time or at a point in time, depending on when control is transferred to the customer.
Control is transferred over time and revenue is recognized over time by reference to the progress towards complete satisfaction of the relevant performance obligation if one of the following criteria is met:
| ● | the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs; |
| ● | the Company’s performance creates or enhances an asset that the customer controls as the Company performs; or |
| ● | the Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. |
Otherwise, revenue is recognized at a point in time when the customer obtains control of the distinct good or service.
Revenue recognized from contracts with customers is disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
In 2023, the Company transitioned its business model into acquiring and operating professional sports teams worldwide. The principal activities of the Company for the year ended December 31, 2023 were advertising and sponsorships associated with the operation of its international sports teams. This business model continued into the six months ended June 30, 2025. Under the current business model, commercial revenue (whether settled in cash or value in kind) mainly comprises the exploitation of the Brera brand through sponsorships, advertising and other commercial agreements.
F-20
The categories of the majority of our revenue during the six-month periods ended June 30, 2025 and 2024 are as follows:
| ● | Advertising and Sponsorships – we entered into advertising and sponsorship agreements which typically are for 1 to 3 years. Our performance obligation under these agreements is to display sponsors’ name and image at contractually agreed to events. We recognize revenue over the terms of the agreements in line with the performance obligations included within each agreement based on the sponsorship rights enjoyed by the sponsor. In instances where the rights remain the same over the duration of the agreement, revenue is recognized as performance obligations are satisfied evenly over time, i.e. on a straight-line basis. Recognizing revenue in this category requires significant estimation and judgment. |
| ● | Ticketing – we sold tickets to our sporting events both for an entire season and on a single ticket basis. For any tickets, we recognized revenue at the time the ticket is sold. |
| ● | Youth League – we operated volleyball schools for younger ages. We recognize revenue over the school term. |
| ● | Store – we sold merchandise at events. We recognize revenue at point of sale. |
| ● | Player Transfers – we occasionally entered into transfer agreements, commercial partner agreements and other contracts. A transfer is a business transaction between two clubs which sees a player move from one club to the other. If a player is under contract, the club wishing to secure his or her services are usually expected to pay compensation - otherwise known as a transfer fee. |
The Company has elected to apply the practical expedient provided in IFRS 15, to recognize revenue in the amount to which it has the right to invoice and has not disclosed the aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.
Leases
A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Company accounts for leases under the guidance of IFRS 16. For leases entered into or modified on or after the date of initial application of IFRS 16 or arising from business combinations, the Company assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception, modification date or acquisition date, as appropriate. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.
Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to leases of motor vehicles that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis or another systematic basis over the lease term.
Lease liabilities
At the commencement date of a lease, the Company recognizes and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.
F-21
The lease payments include:
| ● | fixed payments (including in-substance fixed payments) less any lease incentives receivable; |
| ● | variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; |
| ● | amounts expected to be payable by the Company under residual value guarantees; |
| ● | the exercise price of a purchase option if the Company is reasonably certain to exercise the option; and |
| ● | payments of penalties for terminating a lease, if the lease term reflects the Company exercising an option to terminate the lease. |
After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.
The Company remeasures lease liabilities (and makes a corresponding adjustment to the related right-of-use assets) whenever:
| ● | the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment. |
| ● | the lease payments change due to changes in market rental rates following a market rent review/expected payment under a guaranteed residual value, in which cases the related lease liability is remeasured by discounting the revised lease payments using the initial discount rate. |
The Company presents lease liabilities as a separate line item on the consolidated statements of financial position.
Right-of-use assets
The cost of right-of-use assets includes:
| ● | the amount of the initial measurement of the lease liability; |
| ● | any lease payments made at or before the commencement date, less any lease incentives received; |
| ● | any initial direct costs incurred by the Company; and |
| ● | an estimate of costs to be incurred by the Company in dismantling and removing the underlying assets, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease. |
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.
Right-of-use assets in which the Company is reasonably certain to obtain ownership of the underlying leased assets at the end of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are amortized on a straight-line basis over the shorter of its estimated useful life and the lease term.
The Company presents right-of-use assets as a separate line item on the consolidated statements of financial position.
F-22
Inventories
Inventories are valued at the lower of cost and net realizable value. Cost comprises purchase cost of goods, direct labor. Costs of purchases inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. Inventories are accounted for on a first-in-first-out (FIFO) basis.
Refundable rental deposits
Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.
Borrowing costs
All borrowing costs are recognized in profit or loss in the period in which they are incurred.
Taxation
Income 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 profit/(loss) before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the interim condensed consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the asset is realized or the liability is settled, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.
Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.
F-23
As of June 30, 2025, the Group did not recognize any deferred tax assets in respect of tax loss carryforwards and deductible temporary differences due to the uncertainty regarding the availability of future taxable profits against which such deferred tax assets could be utilized.
Trade Receivables
Trade receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowance. See Note 11 for further information about the Company’s trade receivables.
Trade And Other Payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.
Intangible Assets:
Goodwill
Goodwill is monitored by management at the level of each operating segment. The fair values of net tangible assets and intangible assets acquired are based on preliminary valuations, and the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Management has assessed that goodwill is not impaired as of June 30, 2025, and it will continue to be tested for impairment annually or more frequently if indicators of impairment arise.
Intangible assets
Player Contracts, Broadcasting Rights, Brands,
and Customer Relationships were acquired as part of a business combination.
| Player contracts | |
| Brands | |
| Broadcasting rights | |
| Season ticket holders (Customer relationships) | |
| Advertising |
Impairment of Assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of (i) an asset’s fair value less costs of disposal and (ii) its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
F-24
Management performed an assessment for indicators of impairment as of June 30, 2025, in accordance with IAS 34.15–15C and IAS 36. No new indicators of impairment were identified during the period, and there have been no significant changes in key assumptions used in the most recent annual impairment assessment.
Government Grants
Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received, and the Company will comply with all attached conditions.
Investments And Other Financial Assets
Classification
The Company classifies its financial assets in the following measurement categories:
| ● | those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and |
| ● | those to be measured at amortized cost. |
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company reclassifies debt investments when and only when its business model for managing those assets changes.
Recognition and derecognition
Purchases and sales of financial assets are recognized on trade date, being the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Debt instruments
The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. There are three measurement categories into which the Company classifies its debt instruments:
Amortized cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss.
F-25
Fair value through other comprehensive income: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses, which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss and recognized in other gains/(losses). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses), and impairment expenses are presented as separate line item in the statement of profit or loss.
Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss is recognized in profit or loss and presented net within other gains/(losses) in the period in which it arises.
Equity instruments
The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in Other Comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Company’s right to receive payments is established.
Changes in the fair value of financial assets at Fair Value through Profit and Loss (“FVPL”) are recognized in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at Fair Value Through Other Comprehensive Income (“FVOCI”) are not reported separately from other changes in fair value.
Impairment
The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
Loans
Loans are initially recognized at fair value, net of transaction costs incurred. Loans are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the loans using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.
Loans are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss as other income or finance costs.
Where the terms of a financial liability are renegotiated and the entity issues equity instruments to a creditor to extinguish all or part of the liability (debt for equity swap), a gain or loss is recognized in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
F-26
Note 3 — Acquisitions
Acquisition of FKAP
In April 2023, the Company acquired
Details of the purchase consideration:
| Acquisition Date | ||||
| EUR | ||||
| Cash purchase | ||||
| Contingent consideration | ||||
| Total purchase consideration | ||||
As of June 30, 2025 and December 31, 2024, the
fair value of the contingent consideration was EUR
Accounting policy choice for non-controlling interests
The Company recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in FKAP, the Company elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets. See Note 2 Business Combinations for the Company’s accounting policies for business combinations.
Acquisition of UYBA
As stated in Note 1, in July 2023, we acquired
Accounting policy choice for non-controlling interests
The Company recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in UYBA, the Company elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets. See Note 2 Business Combinations for the Company’s accounting policies for business combinations.
On June 17, 2025, we disposed of UYBA. See Note 4 for more information.
Acquisition of Juve Stabia
On June 20, 2025, Brera Holdings completed the
acquisition of a
F-27
Pursuant to a Share Purchase Agreement (“the XX Settembre Agreement”) with XX Settembre Holding S.r.l. (the “Seller”), Brera agreed to acquire a majority ownership interest in Italian Serie B football club Juve Stabia through its owner and manager S.S. Juve Stabia S.r.l. (“Juve Stabia” or “the Club”) through share capital and reserve increases in the Club occurring between December 2024 and June 2025. The consideration consists of both payments of cash and issuances of the Company’s Nasdaq-listed shares in a multi-step process, with the aggregate purchase price structured as follows:
| ● | First Closing – On December 31, 2024, the Company issued |
| ● | EUR |
| ● | EUR |
| ● | Second Closing – On January 10, 2025, the Company issued |
| ● | EUR |
| ● | EUR |
| ● | Third Closing – On February 11, 2025, the Company did not issue any Class B Ordinary Shares (ownership increased to |
| ● | EUR |
| ● | Final Closing – On June 20, 2025, the Company issued |
| ● | EUR |
| ● | EUR |
The total purchase consideration for the acquisition of S.S. Juve Stabia
S.r.l., based on the contractual terms, amounted to EUR
The initial share purchase agreement for the acquisition of S.S. Juve Stabia S.r.l. included a contingent earn-out payable in shares if the Club achieved promotion. The earn-out period expired prior to the completion of the acquisition without the contingency being met; therefore, the earn-out arrangement was no longer applicable and was excluded from the purchase consideration at acquisition.
Management assessed that the acquired set of activities and assets constitutes a business as defined in IFRS 3 Appendix A, as Juve Stabia has inputs and processes capable of producing outputs. Accordingly, the transaction has been accounted for as a business combination using the acquisition method. We determined that this transaction is a business combination achieved in stages, or a step acquisition as discussed in paragraph 42 of IFRS 3. In a step acquisition, IFRS 3 defines the acquisition date as the date the acquirer obtains control of the acquiree. In a business combination effected by a sale and purchase agreement, this is generally the specified closing or completion date. While IFRS also defines control as having a majority of board seats or decision-making authority, our Company has no board seats and no decision-making authority for Juve Stabia until the final closing on June 20, 2025. Therefore, our interim consolidated financial statements include the accounts of Juve Stabia beginning on June 20, 2025. Prior to that, we accounted for our investment in Juve Stabia as an investment accounted for using the equity method.
The acquisition of Juve Stabia is expected to strengthen the Company’s presence in the European football market, enhance brand recognition, and provide access to new sponsorship, merchandising, and broadcasting opportunities.
The Company recognizes non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the non-controlling interests in Juve Stabia, the Company elected to recognize the non-controlling interests at its proportionate share of the acquired net identifiable assets. See Note 2 Business Combinations for the Company’s accounting policies for business combinations.
Non-controlling interest was measured at its proportionate share of
the acquiree’s net identifiable assets, including deferred tax liabilities. The fair value of the identifiable net assets after
deferred taxes and long-term debt was approximately EUR
F-28
IFRS 3 Purchase Price Allocation of Juve Stabia
| Provisional Purchase Price Allocation June 20, 2025 |
||||
| EUR | ||||
| Net Tangible Assets | ||||
| Current assets | (*) | |||
| Current liabilities minus short term debt | ( |
) | ||
| Net working capital | ( |
) | ||
| Fixed assets, net | ||||
| Other assets | ||||
| Deferred tax liability | ( |
) | ||
| Total tangible asset allocation | ( |
) | ||
| Identifiable Intangible Assets | ||||
| Player contracts | ||||
| Broadcasting rights | ||||
| Brand | ||||
| Advertising | ||||
| Season ticket holders | ||||
| Total identifiable intangible assets | ||||
| Implied goodwill | ||||
| Total economic goodwill | ||||
| Business Enterprise Value (BEV) | ||||
| Long-term debt | ( |
) | ||
| Non-controlling interest | ( |
) | ||
| Total Purchase Price | (**) | |||
| (*) |
| (**) |
F-29
While the contractual consideration for the Juve Stabia acquisition totaled EUR
As a result, the PPA represents the fair value of the entire business, not just the
The fair values of identifiable assets and liabilities were determined using a combination of the income, market, and cost approaches depending on the nature of each asset and liability. These values are provisional and will be finalized within the measurement period as additional information becomes available. The values above represent the provisional fair values of assets acquired and liabilities assumed as of June 20, 2025, the acquisition date. These amounts may be revised within the 12-month measurement period as permitted by IFRS 3. The non-controlling interest was measured at its proportionate share of the acquiree’s identifiable net assets.
The goodwill recognized represents the expected synergies from integrating Juve Stabia into Brera’s sports operations, access to existing management expertise, and anticipated future revenue from player transfers and sponsorships. None of the goodwill is deductible for tax purposes.
Below represents the profit or loss of Juve Stabia since the acquisition date included in the interim condensed consolidated statement of profit or loss for the six months ended June 30, 2025.
| June 30, 2025 | ||||
| Revenue | € | |||
| Cost of revenue | ||||
| Gross profit | ||||
| Operating expenses: | ||||
| General and administrative expense | ||||
| Total operating expenses | ||||
| Operating loss | ( | ) | ||
| Other income (expense): | ||||
| Finance costs | ( | ) | ||
| Other income | ||||
| Total other expenses, net | ( | ) | ||
| Loss before income taxes | ( | ) | ||
| Provision for income taxes | ||||
| Net loss | € | ( | ) | |
F-30
The following pro forma profit and loss of the Company for the six months ended June 30, 2025 give effect to the XX Settembre Agreement as if they had occurred on January 1, 2025.
| Historical | Historical | |||||||||||||||
| Brera Holdings PLC (**) | Juve Stabia (***) | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| CONTINUING OPERATIONS | ||||||||||||||||
| Revenue | € | € | € | € | ||||||||||||
| Revenue – related parties | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| General and administrative expense – related parties | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Change in fair value of warrant liability | ||||||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Finance costs - related parties | ( | ) | ( | ) | ||||||||||||
| Gain on remeasurement of previously held interest | ||||||||||||||||
| Other income | ||||||||||||||||
| Income related to change in fair value of contingent consideration - related parties | ||||||||||||||||
| Total other income, net | ||||||||||||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||||
| Net loss | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Attributable to the Company | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Attributable to non-controlling interest | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Other comprehensive income (loss): | ||||||||||||||||
| Item that will not be reclassified to profit or loss: | ||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | € | ( | ) | |||||||
| Weighted average shares outstanding – basic and diluted: | ||||||||||||||||
| Ordinary shares – Class A | ||||||||||||||||
| Ordinary shares – Class B | ||||||||||||||||
| Net loss per share from continuing operations – basic and diluted: | ||||||||||||||||
| Ordinary shares – Class A | € | ( | ) | € | ( | ) | ||||||||||
| Ordinary shares – Class B | € | ( | ) | € | ( | ) | ||||||||||
| Net loss per share from discontinued operations – basic and diluted: | ||||||||||||||||
| Ordinary shares – Class A | € | ( | ) | € | ( | ) | ||||||||||
| Ordinary shares – Class B | € | ( | ) | € | ( | ) | ||||||||||
| (**) |
| (***) |
F-31
The following pro forma profit and loss of the Company for the six months ended June 30, 2024 give effect to the XX Settembre Agreement as if they had occurred on January 1, 2024.
| Historical | Historical | Pro Forma | Pro Forma | |||||||||||||
| Brera Holdings PLC | Juve Stabia | Adjustments | Combined | |||||||||||||
| CONTINUING OPERATIONS | ||||||||||||||||
| Revenue | € | € | € | € | ||||||||||||
| Revenue – related parties | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ( | ) | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| General and administrative expense – related parties | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Net fair value gain and loss on financial assets at fair value through profit and loss | ||||||||||||||||
| Change in fair value of warrant liability | ( | ) | ( | ) | ||||||||||||
| Finance costs | ( | ) | ( | ) | ||||||||||||
| Other income | ( | ) | ||||||||||||||
| Total other income, net | ( | ) | ||||||||||||||
| Loss before income taxes from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||||
| Net loss | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Attributable to the Company | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Attributable to non-controlling interest | € | ( | ) | € | ( | ) | € | ( | ) | € | ( | ) | ||||
| Other comprehensive income (loss): | ||||||||||||||||
| Item that will not be reclassified to profit or loss: | ||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | € | ( | ) | |||||||
| Weighted average shares outstanding – basic and diluted: | ||||||||||||||||
| Ordinary shares – Class A | ||||||||||||||||
| Ordinary shares – Class B | ||||||||||||||||
| Net loss per share from continuing operations – basic and diluted: | ||||||||||||||||
| Ordinary shares – Class A | € | ( | ) | € | ( | ) | ||||||||||
| Ordinary shares – Class B | € | ( | ) | € | ( | ) | ||||||||||
| Net loss per share from discontinued operations – basic and diluted: | ||||||||||||||||
| Ordinary shares – Class A | € | ( | ) | € | ( | ) | ||||||||||
| Ordinary shares – Class B | € | ( | ) | € | ( | ) | ||||||||||
F-32
Note 4 — Disposal of UYBA
Our percentage ownership in UYBA was reduced from
approximately
On June 17, 2025, we entered into a Private Agreement
with various parties under which we sold our entire interest to Selene Sas Di Immobiliare, Luna Srl “Selene”. Pursuant to
the Private Agreement, among other things, (i) the Advertising Concession Agreement between Brera Milano and UYBA was terminated and no
longer in effect in exchange for a payment of €
In connection with the sale, the parties executed a private sale agreement that replaces all prior arrangements among Brera Holdings PLC, Brera Milano S.r.l., and UYBA S.r.l. The agreement confirms that Mr. Pirola’s personal guarantees remain his responsibility after the transfer, and that all parties have mutually waived any existing or potential claims against one another.
An assessment under IAS 24.9 was performed to
determine whether Selene is a related party. Ms. Luna Pirola is the daughter of Brera board member Mr. Pirola, owns
| - | The sale price of € | |
| - | No preferential terms, guarantees, or side agreements were granted to the buyer; | |
| - | The transaction was approved through appropriate governance channels; |
| - | The transfer occurred as part of Brera’s strategic divestment of non-core, loss-making assets. |
Prior to disposal, Brera Holdings PLC settled
the EUR
As a result of the transaction, the Company lost control over UYBA, which had previously been consolidated as a subsidiary. Following the sale, the Company no longer holds any equity interest in UYBA and therefore ceased consolidating its financial results as of June 17, 2025.
At the date control was lost, UYBA had total assets
of approximately EUR
| June 17, 2025 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash | € | |||
| Trade and other receivables | ||||
| Inventory | ||||
| Deposits and prepayments | ||||
| Total current assets | ||||
| Non-current assets: | ||||
| Property, plant and equipment, net | ||||
| Right-of-use assets, net | ||||
| Goodwill | ||||
| Intangible assets | ||||
| Total assets | € | |||
| LIABILITIES AND NET DEFICIT | ||||
| Current liabilities: | ||||
| Trade and other payables | € | |||
| Trade and other payables – related parties | ||||
| Deferred revenue | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Bank overdraft | ||||
| Total current liabilities | ||||
| Non-current liabilities: | ||||
| Trade and other payables | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Total non-current liabilities | ||||
| Total liabilities | € | |||
| Net deficit | € | ( | ) | |
F-33
The transaction resulted in a loss on disposal
of EUR
Because the sale represented the divestment of a separate major line of business, the results of UYBA have been classified and presented as discontinued operations in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations. Accordingly, the Company’s consolidated statements of profit or loss for all prior periods presented have been retrospectively restated to separately present the results of continuing and discontinued operations. Comparative information in the notes to the financial statements has also been updated, where applicable, to reflect this presentation.
The sale of UYBA completed the Company’s divestment from the volleyball operations segment. The Company does not retain any ownership interest, management role, or continuing involvement in UYBA following the transaction.
See the tables below for the summary of assets and liabilities and statement of operations of UYBA classified as discontinued operations as of and for the periods presented.
| December 31, 2024 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash | € | |||
| Trade and other receivables | ||||
| Trade and other receivables – related parties | ||||
| Inventory | ||||
| Deposits and prepayments | ||||
| Total current assets of discontinued operations | ||||
| Non-current assets: | ||||
| Property, plant and equipment, net | ||||
| Right-of-use assets, net | ||||
| Goodwill | ||||
| Intangible assets | ||||
| Total non-current assets of discontinued operations | ||||
| Total assets of discontinued operations | € | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Trade and other payables | € | |||
| Trade and other payables – related parties | ||||
| Deferred revenue | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Bank overdraft | ||||
| Total current liabilities of discontinued operations | ||||
| Non-current liabilities: | ||||
| Trade and other payables | ||||
| Lease liabilities | ||||
| Loan payable | ||||
| Total non-current liabilities of discontinued operations | ||||
| Total liabilities of discontinued operations | € | |||
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| June 17, 2025 | June 30, 2024 | |||||||
| Revenue | € | € | ||||||
| Revenue – related parties | ||||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative expense | ||||||||
| General and administrative expense – related parties | ||||||||
| Total operating expenses | ||||||||
| Operating loss from discontinued operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Net fair value gain/(loss) on fair value through profit and loss | ( | ) | ||||||
| Net loss on disposal of subsidiary | ||||||||
| Finance costs | ||||||||
| Non-related parties | ( | ) | ( | ) | ||||
| Net gain/(loss) on disposal of subsidiary | ( | ) | ||||||
| Other income | ||||||||
| Non-related parties | ||||||||
| Related parties | ||||||||
| Total other income, net | ( | ) | ||||||
| Loss before income taxes from discontinued operations | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | ||||
| June 17, 2025 | June 30, 2024 | |||||||
| Net cash provided by (used in) operating activities from discontinued operations | € | ( | ) | € | ||||
| Net cash provided by (used in) investing activities from discontinued operations | € | ( | ) | € | ( | ) | ||
| Net cash provided by (used in) financing activities from discontinued operations | € | € | ( | ) | ||||
F-35
Note 5 — Financial Instruments
The following table sets forth the financial instruments as at the end of the reporting period:
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Financial assets | ||||||||
| Cash | ||||||||
| Trade and other receivables | ||||||||
| Trade and other receivables – related parties | ||||||||
| Total trade and other receivables | ||||||||
| Total financial assets | ||||||||
| Financial liabilities | ||||||||
| Trade and other payables | ||||||||
| Trade and other payables – related parties | ||||||||
| Contract liabilities and Deferred revenue | ||||||||
| Loan payable | ||||||||
| Director loan – related party | ||||||||
| Total financial liabilities | ||||||||
Financial assets amortized cost as of June 30, 2025 and December 31, 2024 consist of:
| Financial Assets at Amortized Cost | 12-Month or Lifetime ECL | Gross Carrying Amount | Less Allowance | Net Carrying Amount | ||||||||||
| June 30, 2025 | ||||||||||||||
| Trade receivables | Lifetime ECL – no credit impaired | € | € | € | ||||||||||
| Total | € | € | € | |||||||||||
| December 31, 2024 | ||||||||||||||
| Trade receivables | Lifetime ECL – no credit impaired | € | € | € | ||||||||||
| Total | € | € | € | |||||||||||
The movement in the allowance for expected credit losses (“ECL”) on financial assets measured at amortized cost for the period ended June 30, 2025 is summarized below:
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Financial assets | ||||||||
| Opening ECL Allowance | ||||||||
| Increase in lifetime ECL – charged to profit or loss | ||||||||
| Write-offs during the year (against ECL) | ||||||||
| Total trade and other receivables | ||||||||
During 2025, the total credit losses recognized
in profit or loss amounted to EUR
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Management monitors expected credit losses on an ongoing basis, considering both historical loss experience and forward-looking information, including specific credit risk factors related to counterparties and entities within the Group. The increase in ECL during 2025 primarily reflects the recognition of expected credit losses associated with the investment in Juve Stabia following its consolidation into the Group.
Note 6 — Property, Plant and Equipment
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Office equipment | ||||||||
| Computer equipment | ||||||||
| Furniture and fixtures | ||||||||
| Motor vehicles | ||||||||
| Leasehold improvements | ||||||||
| Subtotal | ||||||||
| Less accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Net | ||||||||
Depreciation expense for the six-month periods
ended June 30, 2025 and 2024 amounted to EUR
Note 7 — Intangible assets
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Customer relationships (season ticket holders) | ||||||||
| Broadcasting rights/sports titles/stadium lease | ||||||||
| Brand | ||||||||
| Player contracts | ||||||||
| Advertising | ||||||||
| Subtotal | ||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Net | ||||||||
| Goodwill | ||||||||
| Total | ||||||||
The total amortization expense for intangible
assets for the six-month period ended June 30, 2025, was EUR
The cost of and amortization methods and periods used by the Company for customer relationships, broadcasting rights and other intangible assets are disclosed in Note 2 under Intangible Assets.
The Company reviewed the useful lives and carrying amounts of its intangible assets as of June 30, 2025, and determined that no adjustments to useful lives or impairment losses were required for the period.
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Note 8 — Financial assets at fair value through profit or loss
During the periods presented below, the following gains were recognized in profit or loss:
| June 30, 2025 | June 30, 2024 | |||||||
| EUR | EUR | |||||||
| Fair value gains on equity investments recognized in other income | ||||||||
Note 9 – Loan receivable
The loan receivable amounts consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Current asset | ||||||||
| Short term loan receivable | ||||||||
From time to time, the Company issued short-term loans primarily for operational purposes. The loans were extended to employees, consultants, and affiliated entities to support short-term operational needs, including funding payroll, fee advances, and other working capital requirements. The loans were unsecured, non-interest bearing, and repayable in one to two years. All operational loans were issued in the ordinary course of business to maintain uninterrupted operations.
All loans were fully settled by June 30, 2025, with the exception of those issued to Sport For Life, which remained outstanding as of the reporting date.
Note 10 — Trade and other receivables
Trade and other receivables consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Trade receivables | ||||||||
| Trade receivables – related parties | ||||||||
The credit period on rendering service to non-related parties is based on ordinary course of business practices. Trade receivables are mainly made up of advertising, sponsorships, and naming rights.
Any loss allowance for trade receivables has been measured at an amount equal to the lifetime ECL. The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, and where relevant general economic conditions of the industry in which the debtors operate. At the end of our reporting period, management considers the ECL for trade and other receivables is insignificant.
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Note 11 — Deposits and prepayments
Deposits and prepayments consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Deposits | ( | ) | ||||||
| Prepayments | ||||||||
Prepayments consist mainly of the annual Directors’ and Officers’ insurance premium, professional service retainers, and league registration fees, while deposits represent refundable security deposits.
Note 12 — Trade and other payables
Trade and other payables consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Current liabilities | ||||||||
| Trade and other payables | ||||||||
| Trade and other payables – related parties | ||||||||
| Subtotal | ||||||||
| Non-current liabilities | ||||||||
| Trade and other payables | ||||||||
| Subtotal | ||||||||
| Total liabilities | ||||||||
Trade payables mainly represent amounts due to vendors, including independent third party and related parties, who delivered the consultancy services. Other payables mainly represent accruals, VAT and other taxes payable.
As of June 30, 2025, the Company recognized a
provision for risks and legal disputes totaling EUR
Note 13 – Loans Payable
Loans Payable
Loans payable consists of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Unsecured – at amortized cost | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
The 2024 balance includes a loan extended to Brera Milano during Covid to continue operations while the public could not attend events.
The balance also includes Juve Stabia’s non-current
portion of a mortgage loan with BCC Bank amounting to EUR
F-39
Loans Payable to Related Parties
Director Loans
In April 2023, we received an interest-free loan
from Goran Pandev, one of our directors, in the amount of EUR
During the period from January 1, 2025 to June 30, 2025, Daniel Joseph
McClory, the Company’s Executive Chairman, provided the Company with short-term loans totaling EUR
As of June 30, 2025, the Company had an outstanding
balance of EUR
Note 14 — Contract liabilities and Deferred revenue
Deferred revenue, also known as unearned revenue, represents amounts received or invoiced in advance of delivering goods or rendering services. These amounts are recognized as revenue when the performance obligations under the contracts are fulfilled. The Company accounts for deferred revenue in accordance with IFRS –15 - Revenue from Contracts with Customers. The Company expects to recognize the entire amount of deferred revenue as revenue within the next 12 months, as the related matches, sponsorship activities, and other contracted events are performed during the 2025–2026 season. No material amounts are expected to remain unrecognized beyond June 30, 2026.
The Company receives grants and contributions from governmental bodies and sports federations to support its operational and development activities. These grants are recognized in accordance with IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance. Income from such grants is recognized based on the satisfaction of performance obligations associated with the funding, i.e., when the related conditions or milestones under the grant agreements are fulfilled. Until the performance obligations are met, the unrecognized portion of the grants is presented as Contract liabilities and deferred revenue on the statement of financial position. Amounts recognized as income are recorded under “Other Income” in the statement of profit or loss. The Company expects to fully recognize the outstanding balance of these grants from contract liabilities to Other Income within the next 6-month period, as the underlying performance conditions are met during the end of 2025 financial year.
Following is a summary of the sources of contract liabilities and deferred revenue :
| June 30, 2025 | December 31, 2024 | |||||||
| EUR | EUR | |||||||
| Deferred revenue - Sponsorship | ||||||||
| SS Juve Stabia | ||||||||
| Brera Milano | ||||||||
| FKAP | ||||||||
| Contract liabilities – Other Income (Grants) | ||||||||
| FKAP | ||||||||
| Total | ||||||||
F-40
Note 15 — Share capital and other reserves
The authorized share capital of the Company consists of the following:
| 1. | Ordinary shares - |
| 2. | Preferred shares - |
Shares Issued for Cash
Ordinary Shares
On June 17, 2025, the Company entered into subscription
agreements with certain individual purchasers, pursuant to which the Company agreed to sell to such Purchasers an aggregate of
Series A Preferred Shares
During the six months ended June 30, 2025, the
Company entered into private placement agreements with investors whereby we issued
Series B Preferred Shares
During the six months ended June 30, 2025, the
Company entered into private placement agreements with investors whereby we sold
Shares Issued for Services
During the six months ended June 30, 2025, the
Company granted restricted stock units (“RSUs”) totaling
During the six months ended June 30, 2024, we
granted restricted stock units (“RSUs”) totaling
We valued the share awards based on the fair market
value of our Class B Ordinary Shares on the dates of grant. During the six-month periods ended June 30, 2025 and 2024, we recorded general
and administrative expenses of EUR
F-41
Share Options
In prior years, we granted options to purchase
As reported in prior years, the fair value of
each share option was estimated on the date of grant using the Black-Scholes option pricing model, resulting in a valuation for all five
options totaling EUR
Activity related to the share options is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2022 | US$ | |||||||||||||||
| Activity during the year ended December 31, 2023: | ||||||||||||||||
| Options granted | US$ | |||||||||||||||
| Options forfeited | ( | ) | US$ | |||||||||||||
| Outstanding, December 31, 2023 | US$ | |||||||||||||||
| Outstanding, December 31, 2024 (no activity) | US$ | |||||||||||||||
| Outstanding, June 30, 2025 (no activity) | US$ | |||||||||||||||
| Exercisable, June 30, 2025 | US$ | US$ | ||||||||||||||
Warrants
In prior years, we issued a
During the six months ended June 30, 2025 and 2024, the assumptions used in determining the fair values of the warrant issued to Revere were as follows:
| June 30, 2025 | June 30, 2024 | |||||||
| Expected term in years | ||||||||
| Risk-free interest rate | ||||||||
| Annual expected volatility | ||||||||
| Dividend yield | ||||||||
During the six months ended June 30, 2025, we issued the following warrants:
| 1. | In connection with the Series A Preferred Stock offering, warrants to purchase |
| 2. | To purchasers of units in connection with the Series B Preferred Stock offering, warrants to purchase
|
| 3. | In connection with the Series B Preferred Stock offering, warrants to purchase |
F-42
We examined the features of the warrants, including
a cashless exercise feature to determine whether to account for the warrants as liabilities or equity. Following the guidance of IAS 32,
paragraph 26, management considered the probability of the occurrence of contingent events and concluded that features are not genuine
as the events are very unlikely to occur. Accordingly, we have classified the warrants as equity. The warrants to investors in the Series
B Preferred Share offering were valued as described in the Shares Issued for Cash section above. We valued the warrants to placement
agents using the Black-Scholes option pricing model at a total of EUR
The assumptions used in determining the fair values of the warrants issued during the six months ended June 30, 2025 are as follows:
| Expected term in years | ||
| Risk-free interest rate | ||
| Annual expected volatility | ||
| Dividend yield |
Warrant assumption definitions are:
Expected term in years: The term is based on the remaining contractual term of the warrant.
Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the warrant valuation grant.
Volatility: We estimate the expected volatility of the share price based on the corresponding volatility of our historical share price or the volatilities of similar entities, whichever is most appropriate.
Dividend yield: We
use a
Activity related to the warrants is as follows:
| Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2022 | US$ | |||||||||||||||
| Granted during year ended December 31, 2023 | US$ | |||||||||||||||
| Outstanding, December 31, 2023 | US$ | |||||||||||||||
| Granted during year ended December 31, 2024 | US$ | |||||||||||||||
| Outstanding, December 31, 2024 | US$ | | ||||||||||||||
| Granted during six months ended June 30, 2025: | ||||||||||||||||
| For Series A Preferred Stock Offering | US$ | |||||||||||||||
| For Series B Preferred Stock Offering – Units | US$ | |||||||||||||||
| For Series B Preferred Stock Offering - Other | US$ | |||||||||||||||
| Outstanding, June 30, 2025 | US$ | |||||||||||||||
| Exercisable, June 30, 2025 | US$ | |||||||||||||||
Equity Incentive Plan
Effective October 26, 2022, our board of directors
adopted the Brera Holdings PLC 2022 Equity Incentive Plan (the “Plan”) authorizing a total of
As of June 30, 2025, there are
F-43
Note 16 — Revenue
| Revenue | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | ||||||
| EUR | EUR | |||||||
| Revenue recognized at time of transaction | ||||||||
| Player transfers | ||||||||
| Ticketing | ||||||||
| Store | ||||||||
| Short-term leases for non-volley events | ||||||||
| Revenue recognized over time | ||||||||
| Sponsorships | ||||||||
| Youth league | ||||||||
| Others | ||||||||
| Total revenue | ||||||||
| Revenue – related parties | Six Months Ended June 30, 2025 |
Six Months Ended June 30, 2024 |
||||||
| EUR | EUR | |||||||
| Revenue recognized at time of transaction | ||||||||
| Player transfers | ||||||||
| Ticketing | ||||||||
| Store | ||||||||
| Subsidies, grants and donations | ||||||||
| Short-term leases for non-volley events | ||||||||
| Revenue recognized over time | - | - | ||||||
| Sponsorships | ||||||||
| Youth league | ||||||||
| Others | ||||||||
| Total revenue – related parties | ||||||||
For the six months ended June 30, 2025, all revenue
was generated from sales transactions with independent third parties totaling EUR
One customer accounted for over 10% of the Company’s
total revenue for the six months ended June 30, 2025, representing
For the six months ended June 30, 2024, one customer accounted for
over 10% of the Company’s total revenue for the six months ended June 30, 2024, representing
F-44
As of and for the six months ended June 30, 2025, the Company’s top five customers and associated trade receivables were as follows
| Customer | Revenue | Associated Trade Receivables | ||||||
| EUR | EUR | |||||||
| Football Club Vardar AD Skopje | ||||||||
| Calcagni SRL | ||||||||
| Un Attimo in Forma | ||||||||
| United media SARL | ||||||||
| Association Development Center for Youth, Belgrade, Serbia, | ||||||||
| Total | ||||||||
As of and for the six months ended June 30, 2024, the Company’s top five customers and associated trade receivables were as follows
| Customer | Revenue | Associated Trade Receivables | ||||||
| EUR | EUR | |||||||
| LLC FC Polissia | ||||||||
| FK Shkendija Tetovo | ||||||||
| United Media Sarl | ||||||||
| Bertele’ eu SRL | ||||||||
| Delta Bet Skopje | ||||||||
| Total | ||||||||
| Customer related parties | ||||||||
| Edimen Srl | ||||||||
| Circuito Lombardia | ||||||||
| Total | ||||||||
Revenue by Geographic Region
| Region | Revenue for the six months ended June 30, 2025 | Revenue for the six months ended June 30, 2024 | ||||||
| EUR | EUR | |||||||
| Italy | ||||||||
| North Macedonia | ||||||||
| Total | ||||||||
Note 17 — Cost of revenue
Cost of revenue primarily consists of expenses for consultants directly involved in the delivery of services to customers.
| June 30, 2025 | June 30, 2024 | |||||||
| EUR | EUR | |||||||
| Cost of revenue | ||||||||
During the six months ended June 30, 2025 and
2024, three and two suppliers accounted for over 10% of the Company’s total cost of revenue, representing
F-45
Note 18 — Segment Reporting
Basis of Segmentation
The Group’s revenue is segmented based on distinct revenue streams to provide a better understanding of the sources of income. Below are the details of each segment and their respective revenue streams:
Segment 1: Sponsorships
This segment includes revenue generated from sponsorship agreements. The revenue is primarily derived from providing exposure to sponsors’ brands through promotional activities, event placements, free tickets, and participation rights in sponsored events.
Segment 2: Ticketing and Related Revenue
This segment encompasses revenue from:
| ● | Event Ticket Sales: Revenue from the sale of event tickets. |
| ● | Short-term Leases for Non-Volleyball Events: Revenue from renting the arena for non-volleyball events hosted by UYBA. |
| ● | Merchandise Sales: Revenue generated from the sale of branded merchandise. |
| ● | Youth Training Programs: Revenue from youth training programs conducted during the sports season, typically spanning from September to October. |
Segment 3: Player Transfers
This segment accounts for revenue generated from transferring players to other clubs.
F-46
Segment 4: Other Revenue
This segment includes various other revenue streams, such as consulting services, one-off events, and other similar activities.
Segment 5: Subsidies, Grants, and Donations
This segment includes revenue received through grants, subsidies, and donations. These are typically earned by meeting specific eligibility criteria, primarily by FKAP.
Segment-Specific Policies
Segment 1: Sponsorships
Revenue Stream: Sponsorship agreements.
Recognition: Revenue is recognized over time as performance obligations are satisfied. This includes exposure of sponsor brands through jerseys, event placements, promotional spots, and other agreed deliverables.
Performance Obligations: A single performance obligation is identified as the services are interdependent and delivered as a cohesive package throughout the contractual period.
Measurement: Progress is measured based on milestones such as matches played or events conducted, which directly link to the sponsor’s benefits.
Segment 2: Ticketing and Related Activities
Revenue Streams:
Stream 2: Event ticket sales.
Stream 3: Renting the arena for non-volleyball events.
Stream 4: Merchandise sales (store).
Stream 5: Youth training programs.
Recognition:
Ticket Sales: Revenue recognized at a point in time when the event occurs.
Arena Rentals: Revenue recognized over the rental period.
Merchandise Sales: Recognized at the point of sale when control transfers to the customer.
Youth Training: Recognized over the training program period.
Measurement: Transaction price is allocated based on observable stand-alone selling prices.
Segment 3: Player Transfers
Revenue Stream: Revenue from transferring players to other clubs.
Recognition: Revenue recognized at the point in time when control of the player’s registration rights is transferred.
Measurement: Based on the agreed transaction price in the transfer agreement.
Segment 4: Others
Revenue Streams: Consulting services, one-off events, and miscellaneous activities.
Recognition: Revenue is recognized either at a point in time or over time depending on the nature of the services provided.
Performance Obligations: These are identified based on the distinct services provided under each contract.
F-47
Segment 5: Subsidies, Grants, and Donations
Revenue Streams:
Grants and Subsidies: Received for specific purposes such as youth development or infrastructure.
Donations: General or specific purpose funding.
Recognition: Revenue recognized when eligibility criteria or conditions attached to the grant or subsidy are met.
Measurement: Based on the fair value of funds received or receivable.
Our management reporting framework, including the assumptions and methodologies applied, is regularly reviewed to ensure their continued validity and relevance. The capital attribution methodologies rely on several key assumptions, which are periodically reassessed and updated as needed.
For the six months ended June 30, 2025 and 2024, the Company’s revenue, expenses, net segment profit or loss, and assets and liabilities came from the following segments:
Six Months Ended June 30, 2025 (Net segment profit or loss)
| Segments | Total Revenue | Total Expenses | Operating Profit/(Loss) | Other income (expenses) | Segment Profit/(Loss) | |||||||||||||||
| Sponsorships | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Ticketing, short-leases, store and youth league | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Player Transfers | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Others | ( | ) | ( | ) | ( | ) | ||||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||||||
Six Months Ended June 30, 2024 (Net segment profit or loss)
| Segments | Total Revenue | Total Expenses | Operating Profit/(Loss) | Other income (expenses) | Segment Profit/(Loss) | |||||||||||||||
| Sponsorships | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Ticketing, short-leases, store and youth league | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Player Transfers | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Others | ( | ) | ( | ) | ( | ) | ||||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||||||
Segment Asset and liabilities balance as of June 30, 2025
| Segment | Segment Assets | Segment Liabilities | ||||||
| Sponsorships | ( | ) | ||||||
| Ticketing, short-leases, store and youth league | ( | ) | ||||||
| Player Transfers | ( | ) | ||||||
| Others | ( | ) | ||||||
| ( | ) | |||||||
Segment Asset and liabilities balance as of December 31, 2024
| Segment | Segment Assets | Segment Liabilities | ||||||
| Sponsorships | ( | ) | ||||||
| Ticketing, short-leases, store and youth league | ( | ) | ||||||
| Player Transfers | ( | ) | ||||||
| Others | ( | ) | ||||||
| Total Continuing Operations | ( | ) | ||||||
| Total Discontinued Operations | ( | ) | ||||||
| ( | ) | |||||||
F-48
Note 19 — General and administrative expenses
General and administrative expense consist of the following categories:
| June 30, 2025 | June 30, 2024 | |||||||
| EUR | EUR | |||||||
| NON-RELATED PARTIES | ||||||||
| Advertising and marketing expenses | ||||||||
| Audit fees | ||||||||
| Bad debts | ||||||||
| Bank and other charges | ||||||||
| Depreciation and amortization | ||||||||
| Employee benefits | ||||||||
| Expense related to contingent consideration | ||||||||
| Foreign exchange loss | ||||||||
| Freight and transportation | ||||||||
| Insurance | ||||||||
| Legal and professional fees | ||||||||
| Office expenses | ||||||||
| Office and administrative | ||||||||
| Player management | ||||||||
| Repairs and maintenance | ||||||||
| Share-based expense (see Note 15) | ||||||||
| Stamp duties and other taxes | ||||||||
| Training and development | ||||||||
| Travel and entertainment | ||||||||
| Utilities and rent | ||||||||
| RELATED PARTIES | ||||||||
| Advertising and marketing expenses | ||||||||
| Director’s fees and emoluments | ||||||||
| Credit losses | ||||||||
| Legal and professional fees | ||||||||
| Office and administrative | ||||||||
| Share-based expense (see Note 15) | ||||||||
| Travel and Entertainment expenses | ||||||||
| Utilities and rent | ||||||||
Note 20 — Other income
Other income – Other is EUR
In addition, during the six months ended June 30, 2025, the Company
recognized other income of approximately EUR
Note 21 — Basic and diluted loss per share
The Company computes net (loss) earnings per share of Ordinary Class A and Ordinary Class B shares using the two-class method. Basic net (loss) earnings per share is computed using the weighted-average number of shares outstanding during the period. Diluted (loss) earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue during the year to assume conversion of all dilutive potential ordinary shares. Because the Company has reported a net loss for the six months ended June 30, 2025 and 2024, diluted net loss per common share is the same as basic net loss per common share for such periods as any dilutive shares during these periods would be anti-dilutive.
The numerical disclosures required under IAS 33 paragraphs 70–73, including the loss attributable to each class of ordinary shares, weighted-average shares, and per-share amounts for continuing and discontinued operations, are presented within the consolidated statement of profit or loss and other comprehensive income or loss.
F-49
Note 22 — Related parties
Amounts of Trade and Other Receivables and Trade
and Other Payables due to or from related parties as of June 30, 2025 and December 31, 2024 are shown in the table below.
| June 30, 2025 |
December 31, 2024 |
|||||||
| EUR | EUR | |||||||
| Trade and other receivables – related parties (Current) | ||||||||
| Edimen Srl (owned by Gianluigi Vigano, ex-CEO of UYBA and Brera Milano) | ||||||||
| Sutter Securities (Dan McClory, Executive Chairman of Brera Holdings) | ||||||||
| Leonardo Aleotti (Director of SSD) | ||||||||
| Total | ||||||||
| Loan receivables – related parties (Current) | ||||||||
| Sport for Life (Owned by Sasho Pandev, brother of Goran Pandev, a director and minority shareholder of Brera Holdings and minority FKAP shareholder) | ||||||||
| Other | ||||||||
| Total | ||||||||
| Trade and other payables – related parties (Current) | ||||||||
| Minerva Valuations (Owned by Abhi Mathews, a director and minority shareholder of Brera Holdings) | ||||||||
| Pietro Bersani (Director and minority shareholder of Brera Holdings) | ||||||||
| Alberto Libanori (Director and minority shareholder of Brera Holdings) | ||||||||
| Christopher Gardner (Director and minority shareholder of Brera Holdings) | ||||||||
| Goran Pandev (Director and minority shareholder of Brera Holdings and minority FKAP shareholder) | ||||||||
| Sashko Pandev (Brother of Goran Pandev, a director and minority shareholder of Brera Holdings and minority FKAP shareholder) | ||||||||
| Sports Center Pandev (Owned by Goran Pandev, a director and minority shareholder of Brera Holdings and minority FKAP shareholder) | ||||||||
| Abhi Mathews (Daniel Joseph McClory, Chairman of Brera Holdings, is CEO of Boustead Securities) | ||||||||
| Fabio Scacciavillani (Director of Brera Holdings) | ||||||||
| Filippo Polcino (Chairman of Juve Stabia) | ||||||||
| Linking SRL (Owned by Gianluigi Vigano, ex-CEO of UYBA & Milano, services were terminated on Jul 31, 2024) | ||||||||
| Aleotti Francesco (Brother of Leonardo Aleotti who is the director of SSD) | ||||||||
| Leonardo Aleotti (Director of SSD) | ||||||||
| Boustead Securities (Daniel Joseph McClory, Chairman of Brera Holdings, is CEO of Boustead Securities) | ||||||||
| Daniel Joseph McClory, Chairman- Accrued interest of shareholder loan | ||||||||
| Pinehurst Partners LLC (Controlled by Daniel Joseph McClory) | ||||||||
| DCS & PARTNER (Related to Francesca Duva, ex-CEO of Milano) | ||||||||
| Total | ||||||||
| Director loan – related party (Non-current) | ||||||||
| Goran Pandev (Director and minority shareholder of Brera Holdings and minority shareholder of FKAP) | ||||||||
| Total | ||||||||
Shareholding
The company fulfilled its obligation to issue
shares and issued
As of June 30, 2025 and December 31, 2024, balances due from and due to related parties primarily represent net monetary advancements to or from the related parties for our Company’s normal course of business.
During the six months ended June 30, 2025 and 2024, the Company engaged the following related parties to provide goods and services, resulting in revenue transactions:
| June 30, 2025 | June 30, 2024 | |||||||||
| Related party and relationship | Nature of Transaction | EUR | EUR | |||||||
| Edimen Srl (Owned by Gianluigi Vigano CEO of UYBA (Milano)) | Sponsorship and other revenue | - | ||||||||
| Circuito Lombardia (owned by Gianluigi Vigano, CEO of UYBA (Milano)) | Sponsorship revenue | - | ||||||||
| Total Revenue – related parties | ||||||||||
F-50
During the six months ended June 30, 2025, the Company engaged the following related parties to provide services:
| June 30, 2025 | ||||||
| Related party and relationship | Nature of Transaction | EUR | ||||
| Abhishek Mathews (Director & minority shareholder of Brera Holdings) | Directors’ Fees | |||||
| Abhishek Mathews (Director & minority shareholder of Brera Holdings) | Share based expenses | |||||
| Alberto Libanori (Director & minority shareholder of Brera Holdings) | Directors’ Fees | |||||
| Alberto Libanori (Director & minority shareholder of Brera Holdings) | Share based expenses | |||||
| Boustead Securities, LLC (Daniel Joseph McClory, Chairman of Brera Holdings, is CEO of Boustead Securities) | Legal and Professional Fees | |||||
| Christopher Gardner (Director & minority shareholder of Brera Holdings) | Directors’ Fees | |||||
| Christopher Gardner (Director & minority shareholder of Brera Holdings) | Share based expenses | |||||
| Fabio Scacciavillani (Director of Brera Holdings) | Directors’ Fees | |||||
| Goran Pandev (Director of Brera Holdings and minority FKAP shareholder) | Directors’ Fees | |||||
| Goran Pandev (Director of Brera Holdings and minority FKAP shareholder) | Share based expenses | |||||
| Minerva Valuations Inc. (Owned by Abhi Mathews, who is one of the directors and minority shareholder of Brera Holdings) | Legal and Professional Fees | |||||
| Pierre Galoppi (Ex-CEO, director and minority shareholder for Brera Holdings (Resigned in Feb 2025)) | Legal and Professional Fees | |||||
| Pierre Galoppi (Ex-CEO, director and minority shareholder for Brera Holdings (Resigned in Feb 2025)) | Share based expenses | |||||
| Pietro Bersani (Director of the Company until June 5, 2025, and Chief Executive Officer and Chief Financial Officer effective June 5, 2025.) | Directors’ Fees | |||||
| Pietro Bersani (Director of the Company until June 5, 2025, and Chief Executive Officer and Chief Financial Officer effective June 5, 2025.) | Legal and Professional Fees | |||||
| Pietro Bersani (Director of the Company until June 5, 2025, and Chief Executive Officer and Chief Financial Officer effective June 5, 2025.) | Share based expenses | |||||
| Sport For Life (Owned by Sasho Pandev, Brother of Goran Pandev who is one of the directors of Brera Holdings and minority FKAP shareholder) | Donation Expense | |||||
| Brera Ilch Ngo (Contract to manage and rebrand the club, which includes providing financial assistance such as short-term loans and covering staff salaries.) | Bad Debt Expenses | |||||
F-51
| June 30, 2025 | ||||||
| Related party and relationship | Nature of Transaction | EUR | ||||
| Sashko Pandev (Brother of Goran Pandev who is one of the directors of Brera Holdings and minority FKAP shareholder) | Utilities and Rent | |||||
| Sport For Life (Owned by Sasho Pandev, Brother of Goran Pandev who is one of the directors of Brera Holdings and minority FKAP shareholder) | Travel and Entertainment Expenses | |||||
| Sports Center Pandev (Owned by Goran Pandev who is one of the directors of Brera Holdings and minority FKAP shareholder) | Travel and Entertainment Expenses | |||||
| Sports Center Pandev (Owned by Goran Pandev who is one of the directors of Brera Holdings and minority FKAP shareholder) | Utilities and Rent | |||||
| Antonio Velkovski (Board of Director (March 10, 2025 onwards)) | Legal and Professional Fees | |||||
| Aleotti Leonardo (Director of SSD) | Legal and Professional Fees | |||||
| Aleotti Francesco (Brother of Leonardo Aleotti who is the director of SSD) | Legal and Professional Fees | |||||
| Leonardo Aleotti (Brother of Leonardo Aleotti who is the director of SSD) | Legal and Professional Fees | |||||
| Alexandra Terziski (Director for ZFK) | Legal and Professional Fees | |||||
| Total General and administrative – related parties | € | |||||
| June
30, 2025 |
||||||
| Related party and relationship | Nature of Transaction | EUR | ||||
| Daniel Joseph McClory (Chairman of Brera Holdings) | Finance costs - RP | |||||
| Pinehurst Partners LLC, which is controlled by Daniel Joseph McClory | Finance costs - RP | |||||
| Goran pandev (Director of Brera Holdings and minority FKAP shareholder) | Income related to change in FV of Contingent Consideration | |||||
| Total other income (expense) – related parties | € | |||||
| Other Transactions | ||||||
| Daniel Joseph McClory, Chairman of Brera Holdings and majority shareholder. | Loan provided to the company Brera Holdings PLC | |||||
| Pinehurst Partners LLC (Controlled by Daniel Joseph McClory) | Loan provided to the company Brera Holdings PLC | |||||
| XX Settembre Holding S.r.l. (Minority shareholder of SS Juve Stabia ) | Loan provided to the company SS Juve Stabia | |||||
| Boustead Securities, LLC (Daniel Joseph McClory, Chairman of Brera Holdings, is CEO of Boustead Securities) | Issuance costs associated with the Series B share issuance have been recorded as a deduction from share capital. | |||||
| Boustead Securities, LLC (Daniel Joseph McClory, Chairman of Brera Holdings, is CEO of Boustead Securities) | Issuance costs associated with the Series A share issuance have been recorded as a deduction from share capital. | |||||
| Sutter Securities (Daniel Joseph McClory, Chairman of Brera Holdings, is CEO of Sutter Securities) | Issuance costs associated with the Series B share issuance have been recorded as a deduction from share capital. | |||||
| Sutter Securities (Daniel Joseph McClory, Chairman of Brera Holdings, is CEO of Sutter Securities) | Issuance costs associated with the Series B share issuance have been recorded as a deduction from share capital. | |||||
F-52
.
During the six months ended June 30, 2024, the Company engaged the following related parties to provide services:
| Related party and relationship | Nature of Transaction | EUR | ||||
| DCS & Partners (Related to Francesca Duva, CEO of Brera Milnao) | Legal and professional services | |||||
| DCS & Partners (Related to Francesca Duva, CEO of Brera Milnao) | Rental expenses for office premises | |||||
| Francesca Duva (CEO of Brera Milano) | Director’s fees | |||||
| Gianluigi Vigano (CEO of Brera Milano) | Director’s fees | |||||
| Linking Srl (Owned by Gianluigi Vigano, CEO of UYBA) | Consulting and marketing services. | |||||
| Circuito Lombardia (owned by Gianluigi Vigano, CEO of UYBA) | Office supplies and administrative expenses | |||||
| E-Work Holding and group of companies (Minority UYBA Shareholder) | Legal and professional services | |||||
| E-Work Holding and group of companies (Minority UYBA Shareholder) | Office supplies and administrative expenses | |||||
| Abhi Mathews (Appointed as director for Brera Holdings in June 2024) | Shares awarded as compensation for joining the company | |||||
| Abhi Mathews (Appointed as director for Brera Holdings in June 2024) | Legal and professional services | |||||
| Alan Rothenberq (Minority shareholder) | Shares awarded as compensation for joining the Board of Advisors | |||||
| Alberto Libanori (Director of Brera Holdings) | Director’s fees | |||||
| Alberto Libanori (Director of Brera Holdings) | Share based payment expense recognized over the vesting period | |||||
| Alessandro Aleotti (Minority shareholder) | Legal and professional services | |||||
| Boustead Securities, LLC ( Daniel McClory is the CEO of this company and the chairman of Brera Holdings) | Legal and professional services | |||||
| Christopher Paul Gardner (Director) | Directors’ Fees | |||||
| Christopher Paul Gardner (Director of Brera Holdings) | Shares awarded as compensation for joining the Board of Advisors | |||||
| Christopher Paul Gardner (Director of Brera Holdings) | Share based payment expense recognized over the vesting period | |||||
| Dicey Perrine (Minority shareholder) | Shares awarded as compensation for joining the company | |||||
| Dicey Perrine (Minority shareholder) | Legal and professional services | |||||
| Federico Pisanty (Appointed as director for Brera Holdings in June 2024) | Shares awarded as compensation for joining the company | |||||
| Giuseppe Pirola (Appointed as director for Brera Holdings in June 2024) | Shares awarded as compensation for joining the company | |||||
| Giuseppe Rossi (Minority shareholder) | Shares awarded as compensation for joining the Board of Advisors | |||||
| Goran Pandev (Director of Brera Holdings) | Directors’ Fees | |||||
| Goran Pandev (Director of Brera Holdings) | Share based payment expense recognized over the vesting period | |||||
| Goran Pandev (Director of Brera Holdings) | Shares awarded as compensation | |||||
| Maria Xing (Minority shareholder) | Shares awarded as compensation for joining the company | |||||
| Maria Xing (Minority shareholder) | Legal and professional services | |||||
| Marshall Geller (Minority shareholder) | Shares awarded as compensation for joining the Board of Advisors | |||||
| Massimo Ferragamo (Minority shareholder) | Shares awarded as compensation for joining the Board of Advisors | |||||
| Paul Tosetti (Minority shareholder) | Shares awarded as compensation for joining the Board of Advisors | |||||
| Pierre Galoppi (CEO of Brera Holdings) | Shares awarded as compensation for joining the company and interim CFO services | |||||
| Pierre Galoppi (CEO of Brera Holdings) | Directors’ Fees | |||||
| Pietro Bersani (Director of Brera Holdings) | Share based payment expense recognized over the vesting period | |||||
| Pietro Bersani (Director of Brera Holdings) | Directors’ Fees | |||||
| Total General and administrative – related parties | ||||||
Note 23- Continued Consideration
During the six months ended, the fair value of contingent consideration
was reassessed based on a refinement of prior assumptions and updated contractual interpretation. The fair value of contingent consideration
was remeasured to EUR
Note 24 — Subsequent events
Nasdaq Compliance
On July 11, 2025, the staff of the Nasdaq Listing
Qualifications Department (“Staff”) notified Brera Holdings PLC (the “Company”) that the Company regained compliance
with Nasdaq Listing Rule 5550(a)(2) (this regained compliance, “Listing Rule Compliance,” and letter for such notification,
“Nasdaq Notice”). For the
F-53
Extraordinary General Meeting
On September 16, 2025, the Company held an extraordinary general meeting in which the following proposals were submitted to a vote of a quorum of the Company’s shareholders entitled to vote. Each proposal was passed.
| 1. | To
approve the adoption of a new constitution for the Company, for and to the exclusion of the existing Constitution of the Company and
all others to take effect immediately. The changes to the new Constitution are: (i) the authorized share capital will be as described
in proposal 2; (ii) the definition of “Automatic Conversion Event” is updated to reflect that each Class A Ordinary Share
shall be convertible into |
| 2. | To
approve that the authorised share capital of the Company be increased from $ |
| 3. | To
approve that the pool of shares or share options available to be awarded to employees, consultants and directors pursuant to the Company’s
2022 Equity Incentive Plan be increased by an additional |
PIPE Transaction
On September 18, 2025, the Company entered into
several securities purchase agreements (the “Securities Purchase Agreements”) with certain accredited investors (the “PIPE
Investors”) pursuant to which the Company agreed to sell and issue to the PIPE Investors in a private placement offering (the “PIPE
Offering”) an aggregate of (i) a combination of
The PIPE Common Warrants are immediately exercisable
for
The aggregate gross proceeds for the PIPE Offering
is approximately $
The Company intends to direct a portion of the funds secured into revenue-generating crypto infrastructure projects in the UAE, the first of which will be bare metal servers in Abu Dhabi configured to outperform typical DAT validator strategies.
In connection with the PIPE Offering, the Company entered into certain agreements and certain actions occurred as described below.
On 23 September 2025, the Company closed a PIPE transaction raising
approximately USD
F-54
Strategic Advisor Agreement
On September 18, 2025 (the “Effective Date”), the Company entered into a Strategic Advisor Agreement (the “Strategic Advisor Agreement”) with certain strategic advisors (the “Strategic Advisors”), pursuant to which the Strategic Advisors will provide the Company with strategic advice and guidance relating to the Company’s business, operations and growth initiatives, and industry trends in the crypto technology sector (the “Services”). In return for their Services, the Strategic Advisors will receive the following from the Company.
| (i) | cash
compensation equal to |
| (ii) | pre-funded
warrants (the “Strategic Advisor Pre-Funded Warrants”) to purchase a number of Class B Ordinary Shares equal to |
| (iii) | warrants
(the “Strategic Advisor Common Warrants 1”) to purchase an amount of Class B Ordinary Shares equal to, in the aggregate,
|
| (iv) | warrants
(the “Strategic Advisor Common Warrants 2”, and together with the Strategic Advisor Pre-Funded Warrants and the Strategic
Advisor Common Warrants 1, the “Strategic Advisor Warrants”) to purchase, in the aggregate, an amount of Class B Ordinary
Shares equal to |
The exercise price per share of the Strategic
Advisor Pre-Funded Warrants shall be set at a price equal to $
The Company will also reimburse reasonable expenses reasonably and necessarily incurred by each of the Strategic Advisors in the course of providing the Services, including airfare, lodging and meals, subject to the Company’s receipt of documentation for such expenses reasonably satisfactory to the Company.
The Strategic Advisor Agreement has a term of
The foregoing summaries of the Strategic Advisor Pre-Funded Warrants, the Strategic Advisor Common Warrants 1, the Strategic Advisor Common Warrants 2 and the Strategic Advisor Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of those documents, which are attached hereto as Exhibits 4.3, 4.4, 4.5 and 10.4, respectively, to this Report on Form 6-K and are hereby incorporated by reference.
F-55
Concurrent Securities Issuances
In connection with entering into the Securities
Purchase Agreements, the Company entered into a Registration Rights Agreement (the “DM Registration Rights Agreement 2”) with
certain entities owned and controlled by Daniel J. McClory (the “DM Entities”), our Executive Chairman, pursuant to which
the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission, within
In connection with entering into the Securities
Purchase Agreements, the Company entered into a Warrant Purchase Agreement (the “Investor Warrant Purchase Agreement”) with
five investors (the “WPA Investors”), pursuant to which the Company will offer and sell a Class B Ordinary Share purchase
warrant to purchase an aggregate of
In connection with entering into the Investor
Warrant Purchase Agreement, on September 23, 2025, the Company and WPA Investors entered into a Registration Rights Agreement (the “WPA
Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the U.S. Securities
and Exchange Commission, within
In connection with entering into the Securities
Purchase Agreements, the Company entered into a Warrant Purchase Agreement (the “DM Warrant Purchase Agreement”) with an entity
(the “DM Purchaser”) owned and controlled by Daniel J. McClory, the current Executive Chairman of the Company, pursuant to
which the Company will offer and sell a Class B Ordinary Share purchase warrant to purchase
In connection with entering into the DM Warrant
Purchase Agreement, on September 23, 2025, the Company and the DM Purchaser entered into a Registration Rights Agreement (the “DM
Registration Rights Agreement 1”), pursuant to which the Company agreed to file a registration statement with the U.S. Securities
and Exchange Commission, within
The Company completed a number of equity transactions resulting in
a significant increase in the number of Class B Ordinary Shares outstanding. During this period,
In relation to the PIPE offering mentioned above,
the Company issued
During September 2025, the Company issued an aggregate
of approximately
The Company converted
On September 23, 2025, the Board of Directors of the Company appointed Marco Santori as Chief Executive Officer and Dr. Fabio Scacciavillani as Chief Financial Officer, both effective immediately.
On October 21, 2025, S.S. Juve Stabia, a subsidiary of Brera Holdings PLC, was placed under judicial administration by the Naples court following an investigation into alleged organized crime infiltration affecting certain external suppliers. The current ownership and management are not accused of wrongdoing. The club remains operational under court supervision, and management is assessing the implications of this matter.
On October 22, 2025, the Company entered into
a “Waiver and Consent” agreement with certain holders of its registrable securities (those holding at least
F-56
Exhibit 99.2
Società Sportiva Juve Stabia S.r.l.
Registered office: Via Cosenza – c/o Stadio R. Menti, 80053 Castellammare di Stabia (NA), Italy
Financial statements as at 30 June 2024, June 30, 2023 and opening balance as at July 1, 2022
| REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS | Ria Grant Thornton S.p.A. Via Maragliano, 6 50144 Firenze T +39 055 480112 |
Board of Directors
Società Sportiva Juve Stabia S.r.l.
Opinion
We have audited the financial statements of Società Sportiva Juve Stabia (the “Company”), which comprise the statements of financial position (balance sheet) as of June 30, 2024, June 30, 2023, and July 1, 2022, the related statements of profit or loss and other comprehensive income, changes in shareholders’ equity, and cash flows for the years ended June 30, 2024 and 2023, and the related notes to the financial statements.
In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2024, June 30, 2023, and July 1, 2022 and the results of its operations and its cash flows for the years ended June 30, 2024 and 2023, in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
Basis for opinion
We conducted our audits of the financial statements in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to assess the Company’s ability to continue as a going concern for at least, but not limited to, twelve months from the end of the reporting period; to disclose, as applicable, matters related to going concern; and to use the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
 |
Società di revisione ed organizzazione contabile Sede Legale: Via Melchiorre Gioia n .8 – 20124 Milano - Iscrizione al registro delle imprese di Milano Codice Fiscale e P.IVA n.02342440399 - R.E.A. 1965420. Registro dei revisori legali n.157902 già iscritta all’Albo Speciale delle società di revisione tenuto dalla CONSOB al n. 49 Capitale Sociale: € 1.832.610,00 interamente versato Uffici: Ancona-Bari-Bologna-Cagliari-Firenze-Milano-Napoli-Padova-Palermo-Perugia-Rimini-Roma-Torino-Trento-Treviso. Grant Thornton refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Ria Grant Thornton spa is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omission |
www.ria-grantthornton.it |
2
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with US GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise significant doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
RIA GRANT THORNTON SPA
Florence, Italy
September 29, 2025
3
Statement of financial position (Balance Sheet)
| Amounts in euro | Note | 30/06/2024 | 30/06/2023 | 01/07/2022 | ||||||||||
| Non-current assets | 4.1 | |||||||||||||
| Intangible assets | 4.1.1 | 5.396 | 255.737 | 420.453 | ||||||||||
| Property, plant and equipment, net | 4.1.2 | 26.956 | 30.204 | 31.448 | ||||||||||
| Financial Assets | 4.1.3 | 7.228 | 7.228 | 7.228 | ||||||||||
| Non-current assets | - | 39.580 | 293.169 | 459.129 | ||||||||||
| Current Assets | 4.2 | |||||||||||||
| Trade and other receivables | 4.2.1 | 454.754 | 275.876 | 740.058 | ||||||||||
| Cash and cash equivalents | 4.2.2 | 49.496 | 29.331 | 13.534 | ||||||||||
| Tax assets | 4.2.3 | 6.934 | 9.858 | 8.244 | ||||||||||
| Deposits and prepayments | 4.2.4 | 0 | 5.000 | 53.738 | ||||||||||
| Current Assets | - | 511.185 | 320.065 | 815.573 | ||||||||||
| Total Assets | - | 550.765 | 613.234 | 1.274.702 | ||||||||||
| Equity | 4.3 | |||||||||||||
| Share capital | 4.3.1 | 620.000 | 620.000 | 620.000 | ||||||||||
| IFRS first-time adoption reserve | 4.3.2 | (258.237 | ) | (258.237 | ) | (258.237 | ) | |||||||
| Profits (losses) carried forward | 4.3.3 | (4.206.702 | ) | (2.810.662 | ) | (7.214.926 | ) | |||||||
| Profits (losses) for the year | 4.3.4 | (1.986.746 | ) | (1.396.040 | ) | 3.838.402 | ||||||||
| Equity | - | (5.831.685 | ) | (3.844.940 | ) | (3.014.761 | ) | |||||||
| Non-current liabilities | 4.4 | |||||||||||||
| Employee benefit obligations | 4.4.1 | 28.391 | 24.511 | 26.735 | ||||||||||
| Social security and other taxes payable | 4.4.2 | 1.618.364 | 644.948 | 0 | ||||||||||
| Loans and Advances | 4.4.3 | 49.949 | 90.041 | 129.723 | ||||||||||
| Tax liabilities | 4.4.4 | 840.618 | 503.363 | 0 | ||||||||||
| Financial Liabilities - Related Party | 4.4.5 | 340.000 | 80.000 | 565.862 | ||||||||||
| Trade and other payables | 4.4.6 | 225.122 | 213.655 | 535.117 | ||||||||||
| Provisions | 4.4.7 | 200.000 | 200.000 | 280.106 | ||||||||||
| Non-current liabilities | - | 3.302.444 | 1.756.518 | 1.537.543 | ||||||||||
| Current Liabilities | 4.5 | |||||||||||||
| Trade and other Payables | 4.5.1 | 1.863.460 | 1.452.866 | 1.084.399 | ||||||||||
| Social security and other taxes payable | 4.5.2 | 861.863 | 617.068 | 1.111.209 | ||||||||||
| Deferred liabilities | 4.5.3 | 90.000 | 267.798 | 135.141 | ||||||||||
| Loans and Advances | 4.5.4 | 42.224 | 40.406 | 37.578 | ||||||||||
| Tax liabilities | 4.5.5 | 144.185 | 323.518 | 232.403 | ||||||||||
| Short-term borrowings | 4.5.6 | 78.275 | 0 | 151.191 | ||||||||||
| Current Liabilities | - | 3.080.007 | 2.701.656 | 2.751.921 | ||||||||||
| Liabilities and Equity | - | 550.765 | 613.234 | 1.274.702 | ||||||||||
The accompanying notes are an integral part of these financial statements
4
Statement of profit or loss and other comprehensive income
| Amounts in euro | Note | 30/06/2024 | 30/06/2023 | |||||||
| Revenues | 5 | 3.910.360 | 2.780.959 | |||||||
| Cost of revenues | 6 | (3.669.956 | ) | (2.134.467 | ) | |||||
| Gross profit | - | 240.404 | 646.492 | |||||||
| General and administrative expenses | 7 | (2.157.493 | ) | (2.213.461 | ) | |||||
| Depreciation and Amortization | 8 | (12.346 | ) | (11.258 | ) | |||||
| Operating profit (loss) | - | (1.929.435 | ) | (1.578.227 | ) | |||||
| Finance costs | 9 | (120.093 | ) | (83.365 | ) | |||||
| Other incomes | 10 | 190.721 | 265.552 | |||||||
| Profit (loss) before tax | - | (1.858.808 | ) | (1.396.040 | ) | |||||
| Provision for income taxes | 11 | (127.938 | ) | 0 | ||||||
| Profit (loss) for the year | (1.986.746 | ) | (1.396.040 | ) | ||||||
| Other comprehensive income | ||||||||||
| Items that will not be reclassified to profit or loss | 0 | 0 | ||||||||
| Items that may be reclassified to profit or loss | 0 | 0 | ||||||||
| Total other comprehensive income | 0 | 0 | ||||||||
| Total comprehensive income for the year | (1.986.746 | ) | (1.396.040 | ) | ||||||
The accompanying notes are an integral part of these financial statements
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Statement of changes in shareholders’ equity
| Amounts in euro | Share capital | First-time adoption reserve | Retained earnings / (Losses carried forward) Net of Future capital increase | Profit (loss) for the year | Total equity | |||||||||||||||
| Restated opening balance at 01.07.2022 (IFRS) | 620.000 | (258.237 | ) | (7.214.926 | ) | 3.838.402 | (3.014.761 | ) | ||||||||||||
| Allocation of prior year result | - | - | 3.838.402 | (3.838.402 | ) | - | ||||||||||||||
| Reclassification of shareholder subordinated loans | - | - | 565.862 | - | 565.862 | |||||||||||||||
| Profit (loss) for the fiscal year ending 30.06.23 | - | - | - | (1.396.040 | ) | (1.396.040 | ) | |||||||||||||
| Balance at 30.06.2023 | 620.000 | (258.237 | ) | (2.810.662 | ) | (1.396.040 | ) | (3.844.940 | ) | |||||||||||
| Retained earnings | - | - | (1.396.040 | ) | 1.396.040 | - | ||||||||||||||
| Profit (loss) for the fiscal year ending 30.06.24 | - | - | - | (1.986.746 | ) | (1.986.746 | ) | |||||||||||||
| Other comprehensive income | - | - | - | - | - | |||||||||||||||
| Transactions with owners (if any) | - | - | - | - | - | |||||||||||||||
| Balance at 30.06.2024 | 620.000 | (258.237 | ) | (4.206.702 | ) | (1.986.746 | ) | (5.831.685 | ) | |||||||||||
The accompanying notes are an integral part of these financial statements
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Statement of cash flows
| Amounts in euro | 30/06/2024 | 30/06/2023 | ||||||
| Financial statement, indirect method | ||||||||
| A) Cash flows from current activities (indirect method) | ||||||||
| Profit (loss) for the year | (1.986.746 | ) | (1.396.040 | ) | ||||
| Income tax | 127.938 | - | ||||||
| Payable (receivable) interest | 120.093 | 83.364 | ||||||
| 1) Profit (loss) for the year before income tax, interest, dividends and capital gains/losses from conveyances. | (1.738.715 | ) | (1.312.676 | ) | ||||
| Adjustments to non-monetary items that were not offset in the net working capital. | ||||||||
| Depreciation and amortization | 178.346 | 176.591 | ||||||
| Total adjustments for non-monetary items that were not offset in the net working capital | 178.346 | 176.591 | ||||||
| 2) Cash flow before changing net working capital | (1.560.369 | ) | (1.136.085 | ) | ||||
| Changes to the net working capital | ||||||||
| Decrease/(increase) in trade and other receivables | (178.878 | ) | 464.182 | |||||
| Increase/(decrease) in trade and other payables | 410.594 | 368.467 | ||||||
| Increase/(decrease) from prepayments and accrued income | 5.000 | 48.738 | ||||||
| Increase/(decrease) from accruals and deferred income | (177.798 | ) | 132.657 | |||||
| Other decreases/(other increases) in net working capital | 146.661 | (550.541 | ) | |||||
| Total changes to net working capital | 205.579 | 463.502 | ||||||
| 3) Cash flow after changes to net working capital | (1.354.790 | ) | (672.583 | ) | ||||
| Other adjustments | ||||||||
| Interest received/(paid) | (120.093 | ) | (83.365 | ) | ||||
| Total other adjustments | (120.093 | ) | (83.365 | ) | ||||
| Cash flow from current activities | (1.474.883 | ) | (755.948 | ) | ||||
| B) Cash flows from investments | ||||||||
| Tangible fixed assets | ||||||||
| Payments for property plant and equipment | (2.525 | ) | - | |||||
| Intangible fixed assets | ||||||||
| Payments for Intangible assets | (2.133 | ) | (4.571 | ) | ||||
| Cash flows from investments (B) | (4.658 | ) | (4.571 | ) | ||||
| C) Cash flows from financing activities | ||||||||
| Loan capital | ||||||||
| New loans | - | - | ||||||
| (Loan repayments) | 40.406 | 37.578 | ||||||
| Equity | ||||||||
| Capital increase payments | - | 565.864 | ||||||
| Transfer/(purchase) of own shares | - | - | ||||||
| Cash flows from financing activities (C) | 40.406 | 603.442 | ||||||
| Increase (decrease) in liquid assets (A ± B ± C) | (1.439.135 | ) | (157.076 | ) | ||||
| Liquid assets at the start of the year | ||||||||
| Bank and post-office deposits | 25.399 | 6.790 | ||||||
| Cash and valuables in hand | 3.932 | 1.454 | ||||||
| Total liquid assets at the start of the year | 29.331 | 8.244 | ||||||
| Liquid assets at the end of the year | ||||||||
| Bank and post-office deposits | 12.697 | 25.399 | ||||||
| Cash and valuables in hand | 36.799 | 3.932 | ||||||
| Total liquid assets at the end of the year | 49.496 | 29.331 | ||||||
The accompanying notes are an integral part of these financial statement
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Notes to the Financial Statements to 30-06-2024
1. Corporate Information
Società Sportiva Juve Stabia S.r.l. (“Juve Stabia” or the “Company”) is a limited liability company (società a responsabilità limitata) incorporated and domiciled in Italy, with registered office in Castellammare di Stabia (Naples), Italy. The Company is registered with the Registro delle Imprese di Napoli under registration number 04246411211.
The Company’s principal activity is the management and operation of a professional football club. Juve Stabia participates in national football competitions organized under the authority of the Federazione Italiana Giuoco Calcio (FIGC) and the Lega Italiana Calcio Professionistico (Lega Pro). The Company’s operations include sports-related activities (such as participation in league and cup matches, youth academy development, and player registrations) as well as commercial activities (including sponsorships, advertising, broadcasting rights, ticketing, and merchandising).
The Company’s home matches are played at the Stadio Romeo Menti in Castellammare di Stabia.
2. Basis of preparation and summary of significant accounting policies
This note provides a list of the significant accounting policies adopted in the preparation of these financial statements to the extent they have not been disclosed in the other notes below. The policies have been consistently applied to all the years presented, unless otherwise stated.
2.1 Presentation of Financial and Other Data
Starting from the financial year ending on 30 June 2024, the Company has prepared its financial statements in accordance with the International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB) and adopted by the European Union pursuant to the provisions contained in IFRS 1 First-time Adoption of International Financial Reporting Standards. IFRS should be understood to also include International Accounting Standards (IAS) still in force, as well as all the interpretative documents issued by the International Financial Reporting Interpretations Committee (IFRIC), formerly known as the Standing Interpretations Committee (SIC).
2.2 Reporting Framework and Currency
The financial statements have been prepared in Euro, which is the functional currency of the economic environment in which the Company operates.
The statements of Profit or Loss, Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the Statement of Cash Flows are presented in units of Euro unless otherwise stated. No foreign currency transactions were undertaken during the year; accordingly, no exchange gains or losses have been recognized in these financial statements.
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2.3 Significant estimates
The preparation of the financial statements and related Notes in accordance with IFRS requires management to make estimates, assessments, and assumptions that affect the values of assets and liabilities and the disclosure of contingent assets and liabilities at the reporting date. The estimates, assessments, and assumptions used are based on experience and other factors considered relevant. Actual results may differ from these estimates. The estimates, assessments and assumptions used are based on experience and other factors considered relevant. The actual results may differ from these estimates. Estimates, assessments and assumptions are reviewed periodically, and the effects of any changes are immediately reflected in the income statement or shareholders’ equity in the period in which the estimate is revised. The most significant financial statement items affected by these uncertainties are players’ registration rights (see Note 2.12), deferred taxes (see Note 2.25), provisions for risks and charges (see Note 2.20), and variable bonuses for registered personnel (see Note 2.23). The areas involving significant estimates are:
| ● | Estimation of Intangible assets— see Note 4.1.1 |
| ● | Estimate of Revenues — see Note 5 |
| ● | Estimation of Severance pay (T.F.R), see Note 4.4.1 |
Management does not consider there to be any significant judgments in the preparation of the financial statements. Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.
2.4 Related party disclosure
In accordance with IAS 24, related parties include:
| ● | Shareholders and entities that exercise control or significant influence over the Company. |
| ● | Members of the Board of Directors, key management personnel, and their close family members. |
| ● | Subsidiaries, associates, and jointly controlled entities. |
| ● | Entities in which key management personnel or shareholders hold significant interests. |
Transactions with related parties are carried out under normal market conditions and reflect ordinary business operations of the Company. The balances of the statement of financial position and income statement arising from transactions with related parties are shown separately in the financial statements, if significant, and commented on the following sections of the financial statements:
| ● | Related Party Balances in the Statement of Financial Position – For Shareholder loans (non-interest-bearing), See note no. 4.4.5 |
| ● | Related Party Transactions in the Income Statement – For Sponsorships from Related parties, See note no. 5.2 |
| ● | Key Management Compensation - No loans or advances were granted to members of the Board or management, and no guarantees were provided on their behalf. |
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Additional Disclosures
| ● | No commitments or contingencies exist in favor of related parties as of June 30, 2024. |
| ● | No transactions have taken place with related parties outside normal business operations. |
| ● | No impairment losses have been recognized on related party receivables. |
2.5 Subsequent events
The Company has obtained from the Italian Football Federation (FIGC) the issuance of the National Licence for the 2024/2025 sporting season, authorizing participation in the Serie B championship (2nd Division), a category achieved following the remarkable victory of the Serie C tournament, in which the team remained at the top of the standings from the beginning to the end of the season. This significant sporting achievement is a key component supporting the Company’s business continuity, providing a solid foundation for future operational stability.
Subsequent to 30 June 2024 and up to the date of approval of these financial statements, the shareholder XX Settembre S.r.l. has continued to provide the Company with subordinated and interest-free shareholder loans, amounting to a total of € 830.000,00.
Further, as of the date of preparation of these financial statements, in order to cover the Company’s losses, waivers by creditors of shareholder loans and capital contributions to cover losses have been executed through a notarial deed dated May 20, 2025
The overall results recorded during the initial months of the current financial year are consistent with the Company’s business plan and forecasts. These results further support the assessment of the going concern assumption. For a detailed explanation of the factors supporting the going concern assumption, please refer to the dedicated paragraph in Note 2.8 (or the relevant section of the financial statements).
2.6 Commitments, Guarantees and Contingent Liabilities
In accordance with the disclosure requirements of IAS 37 – Provisions, Contingent Liabilities and Contingent Assets and IAS 1.117, the Company reports the existence of commitments, guarantees and contingent liabilities not recognized in the Statement of Financial Position.
As at 30 June 2024, the Company had received surety guarantees from third parties, issued in favor of various counterparties to secure specific regulatory and sporting obligations. In particular:
| ● | A surety bond issued by GENERALI ITALIA S.p.A. for € 350.000,00, serving as a guarantee for the Club’s registration in the 2024/2025 Championship. |
| ● | Guarantee received from MPS (escrow agreement) for €611,467 as security for the budget overrun related to the remuneration of registered players for the 2024/2025 season. |
These instruments represent off-balance-sheet commitments and do not meet the recognition criteria for liabilities under IAS 37.10–14, as no present obligation exists at the reporting date. Consequently, no provision has been recognized. Management continuously monitors these guarantees and considers the probability of any cash outflow to be remote.
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2.7 IFRS Transition Disclosure
All information relating to the transition from Italian Accounting Standards (OIC) to International Financial Reporting Standards (IFRS) is provided in these Notes to the Financial Statements, under the paragraph “12. Transition to IFRS”. In particular:
| ● | Material Adjustments |
All adjustments have been detailed in the paragraph “12. Transition to IFRS”, refer to Note no. 12.5 and 12.6.
| ● | Impact of Exemptions |
The Company did not apply any of the optional exemptions permitted under IFRS 1 – First-time Adoption of International Financial Reporting Standards.
| ● | Changes in Accounting policies |
During the financial year ending 30 June 2024, the Company changed certain accounting policies in accordance with the requirements of IAS 8, due to:
| ● | The first-time application of new or amended IFRS issued by the IASB and endorsed by the European Union; and/or |
| ● | The voluntary adoption of new accounting policies providing more reliable and relevant information about the Company’s financial position, performance and cash flows. |
All changes have been applied retrospectively, unless otherwise stated, and the comparative information has been restated accordingly.
In accordance with IAS 8.28, the Company has:
| ● | Restated the comparative figures for the previous year; |
| ● | Adjusted the opening balance of retained earnings at the beginning of the earliest comparative period; |
| ● | Disclosed the nature and quantitative impact of each change in accounting policy. |
Where the application of the new policy was impracticable, the Company applied it prospectively from the earliest practicable date.
The adoption of new accounting policies did not result in material changes in the overall financial position or performance of the Company, except for the adjustments described in the “Transition to IFRS”. Comparative information has been updated accordingly to ensure consistency with the current year’s figures.
2.8 Going Concern
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The directors consider that this basis of preparation is appropriate, considering the Company’s current financial position and forecasts.
11
The football club achieved promotion to Serie BKT following the 2023/2024 season and competed professionally in the 2024/2025 season as well as in the current season. This promotion is expected to significantly boost the club’s finances, with Lega B revenues projected to increase by approximately 20% in the second Serie B season due to the application of the Self-Regulation Code, which grants higher fund disbursements. The Company also recorded a substantial €2.5 million gain in July 2025 from the permanent transfer of a player (Andrea Adorante). The team’s recent achievement of the promotion play-offs and its current 7th-place standing in the Serie B table are anticipated to further facilitate new sponsorships and an increase in matchday ticket sales. Further, the entry of Brera Holdings PLC, an Irish company listed on the American NASDAQ has significantly strengthened the Company’s assets through capital increases, share premium, and the contribution of NASDAQ-listed securities, ensuring an adequate inflow of fresh capital to cover current needs and progressively reduce debt. Furthermore, the shareholders have committed to providing additional capital contributions, if required, to support the timely payment of multi-year installment plans for tax and social security contributions from prior years, which constitute the Company’s essential total liabilities.
Management prepares an annual budget and longer-term strategic plan, including an assessment of cash flow requirements, and continues to monitor actual performance against budget and plan throughout the reporting period. Based on these factors, including prudent assumptions around the men’s first team’s performance, and with reference to the Company’s balance sheet, existing committed facilities, but also acknowledging the inherent uncertainty of the current economic outlook, Management has concluded that the Company is able to meet its obligations when they fall due for a period of at least 12 months after the date of this report. For this reason, the Company continues to adopt the going concern basis for preparing the annual financial statements.
2.9 Historical Cost
The financial statements have been prepared on a historical cost basis, unless otherwise stated in the notes to the financial statement.
2.10 Comparative Information
As requested by IFRS 1 – First-time Adoption of International Financial Reporting Standards, comparative figures for the year ended June 30, 2023 and July 1, 2022, have been restated and presented in accordance with IFRS to provide meaningful comparative information alongside the current year ended June 30, 2024. The resulting adjustments at the date of transition to IFRS and for each period covered in the Financials Statements are detailed under Note 12.
2.11 New and amended standards and interpretations
Accounting standards, amendments, and interpretations published by the IASB, applicable from July 1, 2022:
| ● | Annual Improvements 2018-2020 made amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture, and the Illustrative Examples accompanying IFRS 16 Leases. All amendments became effective on January 1, 2022. The adoption of this amendment had no effect on the financial statements of the Company. |
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| ● | Other Standards and amendments that are effective for the first time in 2022 (for an entity with a 31 December 2022 year-end). These amendments do not have a significant impact on these Financial Statements of the Company and therefore no further disclosures have been made: |
| v | COVID-19 – Related Rent Concessions beyond 30 June 2021 (Amendments to IFRS 16) |
| v | Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16) |
| v | Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) |
| v | Subsidiary as a First-time Adopter (Amendments to IFRS 1) |
| v | Fees in the ‘10 per cent’ Test for Derecognition of Liabilities (Amendments to IFRS 9) |
| v | Lease Incentives (Amendments to IFRS 16) |
| v | Taxation in Fair Value Measurements (Amendments to IAS 41) |
| v | Reference to the Conceptual Framework (Amendments to IFRS 3) |
| ● | Amendments to IFRS 17 Insurance Contracts: The new standard establishes the principles for recognition, measurement, presentation, and disclosure of insurance contracts under IAS/IFRS international accounting standards. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully represents such contracts. This information provides users of financial statements with a basis for assessing the effect that insurance contracts have on the entity’s financial position, financial performance, and cash flows. IFRS 17 was issued in May 2017 and applies to annual periods beginning on or after January 1, 2023. |
| ● | Amendments to IAS 8 Definition of Accounting Estimates: The amendments are intended to clarify how to distinguish between changes in accounting policies and changes in accounting estimates. In order to provide greater guidance, the amendments clarify that the effects on an accounting estimate of a change in an input or valuation technique are changes in accounting estimates, unless they result from the correction of prior period errors. Furthermore, changes in accounting estimates resulting from new information are not corrections of errors. The amendments are effective from January 1, 2023. |
| ● | Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies: The amendments are intended to support the decision on which accounting policies to disclose in the financial statements. In this regard: the amendments to IAS 1 - Presentation of Financial Statements require disclosure of information on “relevant” (i.e., material) accounting policies, rather than “significant” ones; the amendments to “IFRS Practice Statement 2 - Making Materiality Judgments” aim to provide guidance on how to apply the concept of materiality to disclosures about accounting policies. Disclosures about accounting policies, as required by IAS 1, are material if, taken together with other information included in the financial statements, they are reasonably expected to influence the decisions that primary users of the financial statements make on the basis of those financial statements. |
| ● | Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction. The document clarifies how deferred taxes should be accounted for on certain transactions that may generate assets and liabilities of equal amount, such as leases and decommissioning obligations. The amendments are effective from January 1, 2023 (early application is permitted). |
| ● | Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback: the document requires the seller-lessee to measure the lease liability arising from a sale and leaseback transaction so as not to recognize any income or loss relating to the retained right of use. The amendments will apply from January 1, 2024, but early application is permitted. |
13
| ● | Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Noncurrent. The document aims to clarify how to classify debts and other liabilities as current or noncurrent. The amendments are effective from January 1, 2024 (early application is permitted). |
Set out below are the recent IAS/IFRS amendments and interpretations, together with newly issued standards and the related European Union endorsement process.
The following new standards, amendments and interpretations became mandatorily applicable from 1 January 2024. Based on management’s assessment, they did not have any effect on the Company’s financial statements as at 30 June 2024:
| ● | Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback: These amendments specify the requirements that a seller-lessee applies when measuring the lease liability arising in a sale and leaseback transaction. The amendments had no impact on the Company’s financial statements. |
| ● | Amendments to IAS 1 – Classification of Liabilities as Current or Non-current: These amendments clarify the criteria for classifying a liability as current or non-current. Following the publication of the October 2022 amendments, if an entity’s right to defer settlement is conditional upon compliance with specified conditions, such conditions affect the existence of the right at the reporting date if the entity is required to comply with the condition on or before the reporting date, but not if compliance is required after the reporting period. These amendments had no impact on the Company’s classification of liabilities. |
| ● | Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7: These amendments introduce new disclosure requirements in IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures regarding supplier finance arrangements. The amendments had no impact on the Company’s financial statements. |
| ● | IFRS 18 – Presentation and Disclosure in Financial Statements: Issued in April 2024, IFRS 18 replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of the statement of profit or loss. The Company and the Group are currently assessing the impacts of these changes on their financial statements and notes. The standard is applicable for annual periods beginning on or after 1 January 2027. |
| ● | IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments: These amendments clarify the criteria for classification and measurement of financial instruments, including instruments with cash flows linked to ESG-related features, and provide further guidance on derecognition principles when settlement occurs via electronic payments. The amendments are applicable for annual periods beginning on or after 1 January 2026. |
| ● | IFRS 19 – Subsidiaries without Public Accountability: Disclosures: Issued in May 2024, IFRS 19 allows eligible entities to apply reduced disclosure requirements while continuing to apply the recognition, measurement and presentation provisions of other IFRS Accounting Standards. |
14
2.12 Summary of significant accounting policies
Multi-year professional football players’ rights
These consist of intangible assets with a finite useful life equal to the duration of the employment contracts signed with the players. The multi-year rights to players’ services are recognized at cost, including any directly attributable ancillary costs, and, where applicable, adjusted to reflect deferred payments over several years.
With reference to the accounting treatment of fees for services provided to the Company by authorized third parties (FIGC agents), in compliance with sector regulations and within the scope of transactions for the acquisition of multi-year rights to players’ services, it is specified that, in the absence of suspensive conditions (e.g., the player’s continued registration with the Company), such fees are capitalized, as they represent ancillary costs directly attributable to the definitive acquisition of the multi-year right. Conversely, they are recognized in the income statement when they are conditional upon the player’s continued registration with the Company or relate to services provided for the temporary acquisition or disposal (definitive or temporary) of such rights.
Fees for services provided in connection with the renewal of an employment contract are capitalized only when they are not conditional upon the player’s continued registration with the Company. In assessing going concern, the Directors also take into account the possible future financial effects that may arise from the occurrence of conditions linked to such fees.
The multi-year rights to players’ services are amortized on a straight-line basis over the duration of the contracts signed with the individual professional players. The original amortization schedule may be extended in the event of an early renewal of the contract. For players registered as “giovani di serie” (youth players), amortization is carried out over five years on a straight-line basis, while for those registered under an apprenticeship contract, amortization is based on the contractual term itself.
Multi-year rights to players’ services are recognized at the time when control of the right is transferred.
Temporary acquisitions and disposals of players’ rights, where lasting more than 12 months, are accounted for in accordance with IFRS 16. This does not apply in cases where temporary acquisition contracts include clauses providing for a mandatory purchase obligation upon the occurrence of specific events (e.g., the player’s first appearance in a season), which are already considered virtually certain at the transfer date. In such cases, multi-year rights to players’ services are recognized within intangible assets at acquisition cost, including any ancillary charges, and, where applicable, adjusted to reflect deferred payments over several years. Similarly, in cases where temporary disposal contracts include clauses providing for a mandatory transfer obligation upon the occurrence of specific events already deemed virtually certain at the transfer date, the multi-year rights to players’ services are derecognized from non-current assets and, where applicable, the related economic effects are recognized as the difference between the net disposal proceeds and the carrying amount of the asset.
15
Where indicators of impairment of multi-year rights to players’ services arise (for example, significant injuries, or market and contractual conditions that effectively prevent the transfer of players no longer aligned with the technical project), the residual carrying amount is written down accordingly.
Impairment of multi-year rights is also recognized when such rights are disposed of after the reporting date but before the approval of the financial statements, at an amount lower than their carrying value, where the terms of such disposals highlight a reduction in the value in use/recoverable amount of the multi-year rights already evident at the reporting date.
2.13 Other Intangible Assets and leases
Other intangible assets, whether acquired externally or generated internally, are recognized as assets in accordance with IAS 38 (Intangible Assets) when they are controlled by the Company, are expected to generate future economic benefits, and their cost can be measured reliably.
Such assets are measured at acquisition and/or production cost and, if they have a finite useful life, are amortized on a straight-line basis over their estimated useful life, taking into account the expected residual value, and are written down in the presence of impairment losses.
Composition:
As of June 30, 2024, intangible assets mainly include:
| ● | Software licences |
| ● | Patent rights |
| ● | Multi-year registration rights of professional football players |
Amortization is recorded over the estimated useful lives of the assets as follows:
| o | Software: 5 Years |
| o | Patent rights: 5 years |
| o | Player registration rights: over the term of the players’ contracts, usually 3 to 5 years |
IFRS 16 Leases establishes the principles for the recognition, measurement, presentation, and disclosure of lease contracts. The standard requires lessees to account for all leases using a single on-balance sheet accounting model, similar to the previous treatment for finance leases under IAS 17. At the commencement date of a lease, the lessee must recognise a lease liability (representing the obligation to make future lease payments) and a Right-of-Use (ROU) asset (representing the right to use the underlying asset over the lease term).
| ● | Lessees are required to recognize interest expense on the lease liability and depreciation expense on the Right-of-Use asset separately in the profit or loss. |
| ● | Lessees must reassess and remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, or a change in future lease payments resulting from a change in an index or rate). The difference from the remeasurement of the lease liability is generally recognised as an adjustment to the Right-of-Use asset. |
16
IFRS 16 includes two practical expedients (exemptions) that lessees may elect to apply to avoid the full on-balance sheet model:
| 1. | Low-value assets (e.g., personal computers, small office furniture). |
| 2. | Short-term leases (i.e., leases with a term of 12 months or less). |
The Company has not agreements in place that require the IFRS 16 accounting but only one-off rentals (vehicles for the transportation of the team to matches outside the hometown) or short term leases with a term of less than 12-motnhs.
2.14 Property, Plant and Equipment
Property, plant and equipment are recognized at acquisition and/or production cost, net of accumulated depreciation and any impairment losses. Cost includes all expenses directly incurred to bring the asset to its intended use. Ordinary maintenance and repair costs are charged directly to the income statement in the period in which they are incurred, whereas costs of an incremental nature are capitalized.
Depreciation is calculated on a straight-line basis from the date the asset is available and ready for use, over the estimated useful life of the asset, according to the following rates:
The residual value and useful life of property, plant and equipment are reviewed annually and updated where necessary at each reporting date. Assets are also periodically tested for impairment. When an impairment loss no longer exists or decreases, the carrying amount of the asset is reinstated to its recoverable amount, but not above the amount that would have been determined had no impairment been recognized. The reversal of an impairment loss is recognized in the income statement when it is considered definitive.
Gains and losses arising from the disposal of property, plant and equipment are recognized in the income statement and determined as the difference between the net disposal proceeds and the carrying amount of the asset.
Where an impairment loss is identified, irrespective of the amortization already recognized, the asset is written down accordingly. If, in subsequent periods, the reasons for the impairment no longer apply, the asset’s carrying amount is reinstated up to its original value, adjusted only for the depreciation/amortization that would have been recorded.
Ordinary maintenance costs are expensed in the period in which they are incurred, while costs that increase the value or extend the useful life of the asset are capitalized and amortized over the remaining useful life of the related asset.
Composition:
The property, plant, and equipment, net, includes
| ● | General plant and machinery |
| ● | Furniture |
| ● | Electronic equipment |
| ● | Equipment |
| ● | Motor vehicles |
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Depreciation is calculated on a straight-line basis by applying the following annual rates to the cost of the assets:
| Asset category | Depreciation rate (%) | |||
| General plant and machinery | 15.00 | % | ||
| Equipment | 15.00 | % | ||
| Furniture | 12.00 | % | ||
| Electronic equipment | 20.00 | % | ||
| Motor vehicles | 15.00 | % | ||
2.15 Financial Assets
Financial assets classified as Security deposits are measured at amortized cost in accordance with IFRS 9 – Financial Instruments, as they are held to collect contractual cash flows and the cash flows represent solely payments of principal and interest (SPPI test).
2.16 Trade and other receivables
Trade and other receivables are classified and measured in accordance with IFRS 9 – Financial Instruments. They are initially recognized at fair value and subsequently measured at amortized cost, less an allowance for expected credit losses (ECL).
The Company applies the simplified approach permitted by IFRS 9 for measuring ECL, which requires recognition of lifetime expected losses on all trade receivables. Impairment losses are recognized in profit or loss and presented as a deduction from trade receivables.
Regular assessments are carried out to verify whether there is objective evidence that financial assets, either individually or within a group of assets, may have suffered an impairment loss. Where such evidence exists, the impairment loss is recognized as an expense in the income statement for the period. Unless otherwise indicated, the carrying amount approximates fair value.
Expected Credit Loss (ECL) Assessment
As at year end, management has assessed the recoverability of trade receivables in accordance with IFRS 9 – Financial Instruments. Under IFRS 9, paragraphs 5.5.15–5.5.20, entities are required to apply the Expected Credit Loss (ECL) model for trade receivables. For receivables without a significant financing component, the simplified approach is applied, requiring recognition of lifetime expected credit losses.
In line with IFRS 9.B5.5.35, entities may apply a provision matrix or other practical expedients to estimate ECL. While the Company does not operate a provision matrix based on 30/60/90 day ageing, management has exercised judgment as allowed by IFRS 9.B5.5.17, which requires consideration of forward-looking information and historical loss experience. Based on this assessment, trade receivables outstanding for more than 12 months have been considered unlikely to be recovered and were therefore written off against the allowance for doubtful debts as at June 30, 2023 and June 30, 2024 or allocated against the First time adoption reserve as at July 1, 2022 should be related to prior periods.
Other receivables, though not settled as of the reporting date, are still considered collectible, and thus no additional impairment adjustment has been made. In line with IFRS 9.3.3.1, a financial asset is derecognized when the contractual rights to the cash flows expire or when the asset is no longer enforceable.
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2.17 Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits, and other short-term, highly liquid investments with original maturities of three months or less, which are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, in accordance with IAS 7 – Statement of Cash Flows. As of June 30, 2024 and June 30, 2023 and July 1, 2022, cash and cash equivalents consist mainly of balances held in current bank accounts.
Negative balances:
Certain bank current accounts were in overdraft (negative balances) as of June 30, 2023 and June 30, 2024. In accordance with IAS 32 and IAS 7, these negative balances do not meet the definition of cash and cash equivalents and have therefore been reclassified to current liabilities under “Short-term borrowings”. Only positive balances are presented as cash and cash equivalents in the statement of financial position.
2.18 Deposits and Prepayments
Deposits and prepayments are recognized at cost and represent amounts paid in advance for goods and services to be received in future periods, or refundable security deposits.
| ● | Prepayments are expensed in profit or loss when the related goods or services are received. |
| ● | Deposits are classified as financial assets measured at amortized cost under IFRS 9, as they are held to collect contractual cash flows and the cash flows represent solely payments of principal and interest. |
2.19 Loans and Other Financial Liabilities, Trade Payables and Other Payables
Loans and other financial liabilities, bank overdrafts, trade payables and other payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. Unless otherwise indicated, the carrying amount approximates fair value.
Liabilities are measured at amortized cost, considering the time factor. Where the contractual interest rate of a transaction is not significantly different from the market rate, the liability is initially recognized at its nominal value, net of directly attributable transaction costs, premiums, discounts and allowances arising from the transaction. Such transaction costs – including ancillary charges for obtaining financing, any fees and commissions, and any difference between the initial and nominal value at maturity – are allocated over the life of the liability using the effective interest method.
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Where the contractual interest rate of a transaction is significantly different from the market rate, the liability (and the corresponding cost in the case of commercial transactions) is initially recognized at the present value of future cash flows, taking into account directly attributable transaction costs. The discount rate applied to future cash flows is the market rate at the date of initial recognition.
They are initially recognized at fair value and subsequently measured at amortized cost in accordance with IFRS 9 – Financial Instruments, unless another specific IFRS applies. They are presented in accordance with IAS 1 – Presentation of Financial Statements based on their nature and expected timing of settlement.
The carrying amount of liabilities is subsequently reduced by amounts paid, whether principal or interest. The Company considers the effects arising from the application of amortized cost and discounting as immaterial where the maturity of the liabilities is within 12 months, taking into account all contractual and substantive considerations existing at the time of initial recognition, and where the transaction costs and any difference between the initial and nominal value at maturity are not material. In such cases, discounting is omitted and interest is recognized at nominal value, while transaction costs are capitalized under other intangible assets and amortized on a straight-line basis over the term of the liability as an adjustment to nominal interest expense.
2.20 Provisions
Provisions are recognized only when a present obligation (legal or implicit) exists as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Provisions represent the most reliable discounted estimate of the amount required to settle the obligation. The discount rate used to determine the present value of liability reflects current market rates and assessment of the risk specific to each liability.
Contingent liabilities, where the occurrence of an outflow is only possible, are disclosed in the notes without recognizing a provision. Provisions are generally charged to the income statement under the relevant cost categories. Where such direct correlation is not feasible, provisions for risks and charges are recorded in the appropriate income statement captions.
2.21 Revenues and other incomes
Revenue is recognized in accordance with IFRS 15 – Revenue from Contracts with Customers, which requires revenue to be recognized when (or as) the Company satisfies a performance obligation by transferring a promised good or service to a customer. Revenues are measured at the transaction price, which is the amount of consideration the Company expects to be entitled to in exchange for transferring the promised goods or services, excluding VAT and similar indirect taxes. Revenues are presented net of discounts, bonuses, and returns.
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The Company has identified the following main categories of revenue typical of football sector activities:
| ● | Sponsorship and advertising income – Revenue is recognized over the term of the commercial agreement in line with the performance obligations included within the contract and based on the sponsorship rights enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract, revenue is recognized as all the obligations are satisfied evenly over time (i.e. on a straight-line basis). Revenues deriving from the sale of television rights and revenues deriving from the signing of sponsorship contracts must generally be allocated to the year in question according to the so-called “physical time” criterion, i.e. allocating the revenue in exact proportion to the period for which the year is due. In the case of annual contracts with a fixed fee, the consideration will be accounted for in full at the time of issuing the invoice or collection and will be included in the Income Statement for the year in question for the total amount. If the sponsorship contract provides for variable fees linked to the achievement of certain results, during the year, the fees are invoiced or collected for the part of the fixed portion. With regard to the variable part, it should be noted that, if at the end of the year the team has obtained the sporting results provided for in the contract, i.e. the condition precedent to which the recognition of the variable part of the consideration is subject is met, even if this variable portion will constitute income for the year, regardless of whether the relevant invoice has been issued or the related credit has been collected. At the end of the year, a deferred income must be recognized, in the event that an amount of consideration greater than the portion pertaining to the year has been invoiced or collected, or a receivable for invoices to be issued, in the event that during the year an amount of consideration lower than the portion pertaining to the year has been invoiced. |
| ● | Ticketing and matchday income - The balance includes revenues deriving from the sale of tickets and season tickets. Juve Stabia offer single game tickets, group tickets and various full and partial season ticket packages. The football club utilizes a variable and dynamic pricing strategy to manage differences in demand and to help drive attendance and eliminate the perceived difference in value for certain games, which is often exploited in the secondary market. Revenue is recognized when each performance obligation is satisfied i.e. sale of tickets, merchandising etc.. |
| ● | Broadcasting/television rights - Represents revenue receivable from all broadcasting contracts. Match revenues, broadcasting rights and media income are recognized with reference to the period in which the performance obligation is satisfied, which coincides with the playing of the match. Season ticket revenues collected at the end of the season preceding the relevant one are deferred and recognized in the income statement on the same basis. |
| ● | Store and merchandising revenues (whether settled in cash or value in kind) - comprises revenue receivable from the licensing and promotion of the Juve Stabia brand through sponsorship and other commercial agreements, including minimum guaranteed revenue. |
| ● | Contributions and public grants - The contributions paid to football clubs by the relevant League that is, the official governing body responsible for organizing the championship in which the Club participates (e.g. Lega Pro for Serie C) constitute contributions in an operating account that must be recognized on an accrual basis at the time when the right to the relevant payment is acquired. The settlement of these contributions takes place through the “League c/championship” account, which acts as a “clearing house” of credits and debts between football clubs and the competent League. |
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| ● | Player transfer rights – Revenue from the management of player rights arising from the disposal of multi-year rights to players’ services is recognized when control of the transferred right is transferred. Revenue from player management relating to the temporary disposal of multi-year rights to players’ services is recognized at the time of the player’s transfer and is deferred on a pro-rata basis over the relevant period. |
All revenue streams are classified as operating revenues in the statement of profit or loss.
2.22 Costs
Costs are recognized on an accrual basis and recorded net of returns, discounts, allowances and rebates.
2.23 Salaries and Variable Bonuses for Players
Salaries payable to registered personnel are recognized based on the services rendered. Variable remuneration linked to the achievement of team sporting results (such as qualification for European competitions) and/or individual performance (such as number of appearances, goals scored, assists, squad retention (“loyalty bonus”), etc.) is recognized in the income statement when there is a legal or constructive obligation, based on the probable fulfilment of the contractually defined conditions. The Company generally identifies this point in time with the occurrence of the contingent event.
2.24 Finance Income and Expenses
Finance income and expenses are recognized in the income statement on an accrual basis. In particular, interest income and expenses are recognized using the effective interest method, which allocates interest over the relevant period by applying the effective interest rate to the outstanding carrying amount of the financial asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments over the expected life of the financial instrument to the carrying amount of the financial asset or liability.
2.25 Income Taxes
Income taxes for the year comprise current and deferred taxes.
Current taxes include all taxes calculated on the Company’s taxable income for the year and are determined on the basis of a reasonable estimate of the tax charges to be paid, in accordance with applicable tax legislation.
Deferred taxes are recognized on temporary differences between the carrying amount of assets and liabilities in the financial statements and their corresponding tax bases, using the tax rates that are expected to apply when the temporary differences reverse. Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred tax assets are recognized to the extent that it is probable that taxable profits will be available in the future against which deductible temporary differences can be utilized.
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The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the assets to be recovered. Deferred taxes are recognized in the income statement, except for those relating to items recognized directly in equity, in which case the related deferred taxes are also recognized in equity.
2.26 Uncertain tax position
As of June 30, 2024, the ordinary statute of limitations for the assessment of IRES (Imposta sul Reddito delle Società – the Italian corporate income tax) and IRAP (Imposta Regionale sulle Attività Produttive – the regional tax on productive activities) has expired for all fiscal years up to and including June 30, 2018. Furthermore, the Company confirms that, as of the date of these financial statements, there are no ongoing tax audits or investigations by any tax authority. Consistent with this position and the effective application of tax law to date, the Company has determined that there are no material uncertain tax positions requiring recognition or disclosure under the mandates of IAS 1 Presentation of Financial Statements and IAS 12 Income Taxes, as guided by the application requirements of IFRIC 23 Uncertainty over Income Tax Treatments
2.27 Information relating to operating performance by business segment and geographical area (“Segment Information”).
Pursuant to IFRS 8, it should be noted that the Company’s primary business segment is participation in national and international soccer competitions; consequently, the economic and financial components of the financial statements are essentially attributable to this type of activity. Furthermore, all the Company’s activities are carried out at the national level.
3. Risks Related to Our Business
| ● | Contextual risks – Risks related to general economic conditions |
The Company’s economic, financial and equity situation is influenced by the overall state of the economy. Should the current weakness and uncertainty of the Italian economy persist and/or deteriorate further, the Company’s activities and prospects could be adversely affected, especially with respect to sponsorships, stadium revenues, and other commercial activities aimed at supporters.
| ● | Risks related to the sponsorship market |
Periods of economic weakness and uncertainty may adversely affect the sponsorship market and advertising activities in general, with potential negative impacts on the Company’s economic, financial and equity position.
| ● | Risks related to financial requirements |
The Company’s financial position depends on several factors, including both sporting and economic performance as well as general economic conditions in the industry. In line with its risk management policy, the Company maintains a low level of bank credit lines to avoid or mitigate financial stress. At present, however, the Company relies significantly on funding from its majority shareholder, although in the medium term it aims to reduce such dependence.
| ● | Risks related to the ability to attract and retain human capital |
The achievement of sporting and financial results also depends on the Company’s ability to attract and/or retain high-quality managers, players, and technical staff, which requires salaries in line with the main competitors in the sector. The inability to retain key professionals could negatively impact the Company’s growth prospects.
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3.1 Process Risks
| ● | Risks related to participation in sporting competitions |
Economic revenues are significantly affected by the level of competition in which the Company participates; promotion to a higher division or relegation to a lower one has materially positive or negative consequences on the Company’s economic and financial performance.
| ● | Risks related to the transfer market |
The Company’s economic and financial results are also influenced by transactions carried out during the transfer market period. Any difficulties in executing transactions in line with the sporting strategy may negatively affect the Company’s financial position. Like other football clubs, failure to optimize the roster—including the presence of players unwilling to transfer despite not fitting into the technical or strategic plans—can lead to unexpected or excessive costs, amortization, and salaries.
| ● | Risks related to sporting activity |
The Company’s main productive factor is represented by the players’ performances. As such, sporting activity is subject to risks related to players’ physical condition; injuries or accidents may significantly impact the Company’s economic and financial performance at any stage of the season.
| ● | Risks related to digital media |
Despite careful management of relations with the media, the uncontrolled spread of information via digital platforms may adversely affect the image of the Company, its directors, managers, and registered members, with possible negative consequences on its economic and financial situation.
| ● | Risks related to stadium management |
The Company plays its home matches in a stadium owned by the Municipal Administration, under a concession expiring on 30 June 2024. The Company is exposed to risks linked to the stadium structure and surrounding public areas (including parking areas), which may result in unforeseen costs in case of damage or vandalism beyond the Company’s control.
| ● | Risks related to public behavior and strict liability |
Under the principle of “objective liability” in sports regulations, the Company may incur sanctions (sporting and/or financial) for actions committed by its members or supporters. While appropriate procedures have been implemented, external factors may still lead to sanctions (e.g., stadium bans, sector closures) resulting in reduced revenues and extraordinary costs.
| ● | Risks related to unlawful conduct by members |
In line with the principle of objective liability, the Company cannot exclude future sanctions from sports authorities for unlawful conduct by its members beyond the Company’s control, despite measures already implemented to prevent such events.
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3.2 Compliance Risks
| ● | Risks related to Financial Fair Play and regulatory requirements |
Football clubs are required to meet economic, financial, and equity parameters to access and remain in national competitions. In Italy, these are governed by the Licenze Nazionali system and, since the 2015/2016 season, by the Financial Fair Play regulations. Compliance with these parameters is necessary to participate in professional championships. Although the Company obtained the Licenza Nazionale for the 2023/2024 season, it cannot be excluded that new or additional requirements may arise in the future, which could require further shareholder support to maintain compliance.
| ● | Risks related to pending disputes |
The Company, with the assistance of its legal advisors, constantly manages and monitors all ongoing disputes, and based on the expected outcome recognizes provisions for risks where necessary.
| ● | Risks related to potential tax litigation |
Given the specific nature of the sector, differing interpretations of certain transactions (including those related to the transfer market) could give rise to future challenges by the Tax Authorities, with potential negative effects on the Company’s economic and financial position.
3.3 Financial Risks
The main financial risks associated with the ordinary course of Juve Stabia’s operating activities can be summarized as follows
| ● | Credit risk |
The company has appropriate procedures to minimize this risk exposure. Specifically, money owed by Italian football clubs is guaranteed via the Serie B clearing house mechanism; money owed by foreign football clubs is, in some cases, secured by bank guarantees or other assurances from the counterparty; and money from audiovisual rights contracts is indirectly supported by guarantees given to the Serie B League by the rights’ winners. Unsecured trade receivables are monitored constantly, and the Company manages and assesses collection risks, partly by booking an adequate bad debt provision.
| ● | Risks related to interests on short term borrowing and debt |
The components of financial debt that contribute to determining the financial position as of each fiscal period presented, stem from the balances of short-term borrowing, tax and social contributions long term payback plans (“rateizzi”), medium-term loan subscribed with certain banking institutions. Although all terms (including interest rates) are set forth in the contracts or in the regulation (with regards to the “rateizzi”), Management constantly monitors the effects that an unexpected and unfavorable change in interest rates could generate on the income statement and on equity.
| ● | Liquidity risk |
Represents the risk that available financial resources may be insufficient to cover maturing obligations. The Company manages liquidity risk by maintaining the overall amount of credit facilities granted by primary banking institutions at a level considered suitable to avoid situations of financial strain and sufficient to meet the needs of operating and investing activities. For further information on credit facilities, please refer to Note 4.5.
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4 Comments on the main components of the Statement of the Financial Position
4.1 Non-current assets
As of 30 June 2024, non-current assets amounted to € 39.580,15 and consist of:
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Financial assets | 7.228 | 7.228 | 7.228 | |||||||||
| Intangible assets | 5.396 | 255.737 | 420.453 | |||||||||
| Property, plant and equipment (PPE), net | 26.956 | 30.204 | 31.448 | |||||||||
| Total Non-current assets | 39.580 | 293.169 | 459.129 | |||||||||
4.1.1 Intangible Assets
The composition of the Intangible assets are as follows:
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Patent rights and intellectual works | - | 3.560 | 7.120 | |||||||||
| Capitalized software | 3.263 | 4.177 | - | |||||||||
| National professional football players | 2.133 | 248.000 | 413.333 | |||||||||
| Total Intangible Assets | 5.396 | 255.737 | 420.453 | |||||||||
As of 30 June 2024, intangible assets amount to €5.396 (30 June 2023: €255.738). The balance is mainly represented by capitalized software and multi-years players rights.
The decrease compared to the prior year is primarily due to the derecognition of previously capitalized multi-years rights on professional football players. As of 1 January 2022, the Club acquired the registration rights of a player under a three-year contract for a total cost of €496.000. In accordance with IAS 38, the intangible asset should have been amortized over the contractual term (i.e. three years, ending 31 December 2024). However, upon review, it was noted that the Company previously recorded one-third of the total cost as amortization in the financial year ended 30 June 2022, rather than on a time-proportionate basis consistent with the actual service period.
As a result, the carrying amount of the contract was deducted directly from cost, resulting in a nil residual value as of 30 June 2024.
In addition, patent rights reached the end of their useful life and were fully amortized. Capitalized software continues to be amortized on a straight-line basis, with a residual carrying amount of €3.263. During the year, new contracts were recognized for the players Pierobon Cristian and Candellone Leonardo, recorded at cost and to be amortized over the duration of the respective agreements.
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In line with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, this misstatement has been treated as a prior-period error. Accordingly, the Company has removed the impairment amount from the assets’ cost and restated the carrying amount to reflect the correct historical cost and accumulated amortization. The Company applies impairment testing in accordance with IAS 36, and the impairment loss recognized on multi-year professional football players’ contracts reflects management’s best estimate of the recoverable amount at the reporting date.
| Amounts in euro | Cost | Accumulated Amortization / Impairment | Net Book Value | |||||||||
| As of 30.06.2024 | ||||||||||||
| Patent rights and use of intellectual works | 17.800 | (17.800 | ) | 0 | ||||||||
| Capitalized software | 4.571 | (1.308 | ) | 3.263 | ||||||||
| Multi-years players rights | 413.333 | (413.333 | ) | 0 | ||||||||
| “Pierobon Cristian” (player contract) | 2.000 | (367 | ) | 1.633 | ||||||||
| “Candellone Leonardo” (player contract) | 1.000 | (500 | ) | 500 | ||||||||
| Total as of 30.06.2024 | 438.704 | (433.308 | ) | 5.396 | ||||||||
4.1.2 Property, Plant and Equipment (PPE)
As of year ended 30 June 2024, property, plant and equipment total €26.955. The balance mainly relates to generic plants, furniture, electronic office machines and miscellaneous equipment. During the year ended June 30, 2024 the Company capitalized headquarters improvements of €2.525. Depreciation has been recognized in line with IAS 16 based on the assets’ useful lives. Vehicles are fully depreciated at the reporting date.
Major change between OIC and IFRS stems from the improvements works related to the Stadium that were depreciated under IFRS as at that time there was no formal title for the use of the Stadium. In line with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors, the Company has removed the impairment amount from the assets’ cost and restated the carrying amount to reflect the correct historical cost and accumulated depreciation.
| Amounts in Euro | Cost | Accumulated depreciation | Net book value | |||||||||
| Headquarters improvements | 2.525 | (208 | ) | 2.317 | ||||||||
| Generic plants | 90.442 | (83.530 | ) | 6.912 | ||||||||
| Furniture | 30.309 | (22.889 | ) | 7.420 | ||||||||
| Electronic office machines | 39.926 | (38.374 | ) | 1.552 | ||||||||
| Miscellaneous equipment | 346.745 | (337.991 | ) | 8.754 | ||||||||
| Vehicles | 21.800 | (21.800 | ) | 0 | ||||||||
| Total | 531.747 | (504.792 | ) | 26.955 | ||||||||
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4.1.3 Financial Assets
Financial assets amount to € 7.228,12 as of 30 June 2024 (30 June 2023: € 7.228,12) and consist entirely of:
| ● | Security deposits on lease contracts (e.g. deposits paid to landlords for the lease of facilities used by the Company). |
These amounts are classified as non-current assets as they are expected to be recovered after more than twelve months from the reporting date.
4.2 Current Assets
As of 30 June 2024, current assets amount to € 511.185 and are composed as follows:
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Trade and other receivables | 454.754 | 275.876 | 740.058 | |||||||||
| Cash and cash equivalents | 49.496 | 29.331 | 8.244 | |||||||||
| Tax assets | 6.934 | 9.858 | 13.534 | |||||||||
| Deposits and prepayments | 0 | 5.000 | 53.738 | |||||||||
| Current Assets | 511.184 | 320.065 | 815.574 | |||||||||
4.2.1 Trade and Other Receivables as of 30 June 2024
As of 30.06.2024, trade and other receivables mainly include trade balances from customers, invoices to be issued (including toward football clubs), advances, amounts due from football institutions (Lega/Sky rights, Lega Pro current account), ticketing channels, INPS reimbursements, and a tax credit (art. 1 DL 66/2014). Balances are measured at amortized cost and presented net of the allowance for doubtful accounts.
As at year end, management has assessed the recoverability of trade receivables in accordance with IFRS 9 – Financial Instruments. Based on this assessment, trade receivables outstanding for more than 12 months (equal to Euro 118.690), have been considered prudentially unlikely to be recovered and were therefore written off against the allowance for doubtful debts as at 30 June 2023. Other receivables, though not settled as of the reporting date, are still considered collectible, and thus no additional impairment adjustment has been made. The resulting loss has been recognized in profit or loss for the year ended 30 June 2023 which also explains the main difference between the OIC and IFRS balance. No receivables have been pledged as security for liabilities.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Accounts receivables (gross) | 325.471 | 215.195 | 277.649 | |||||||||
| Less: Allowance for doubtful accounts – customers | (122.122 | ) | (150.540 | ) | (31.849 | ) | ||||||
| Accounts receivables (net) | 203.349 | 64.655 | 245.799 | |||||||||
| Credit notes to be received from suppliers | 34.449 | 25.728 | 9.000 | |||||||||
| Invoices to be issued | 30.906 | - | - | |||||||||
| Invoices to be issued toward football clubs | 81.377 | - | 270.898 | |||||||||
| Invoices to be issued to third party clients | - | 45.805 | 36.556 | |||||||||
| Miscellaneous advances | 14.319 | 53.996 | 18.269 | |||||||||
| INPS for reimbursements | 29.150 | 29.150 | 30.826 | |||||||||
| Receivables for Fincantieri season tickets | - | 3.122 | 9.460 | |||||||||
| Season ticket receivables for 22/23 sports season | - | 10.198 | 75.658 | |||||||||
| Ticketing company GO2 | - | 21.405 | 29.944 | |||||||||
| Ticket sales points | 10.346 | 20.157 | 15.147 | |||||||||
| Receivables from the League | 20.212 | - | - | |||||||||
| Lega Pro – Championship current account | 30.571 | 1.585 | (1.575 | ) | ||||||||
| Tax credit under art.1 DL 66/2014 | 76 | 76 | 76 | |||||||||
| Trade and other receivables | 454.755 | 275.876 | 740.058 | |||||||||
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4.2.2 Cash and Cash Equivalents
As of 30 June 2024, cash and cash equivalents amount to €49.496 compared to €29.331 and €8.244 as at June 30, 2023 and as at July 1, 2022, respectively. Such balances include cash held at the Company’s premises and available balances with credit institutions. All balances are readily available for use and are not subject to restrictions at the reporting date. Cash and cash equivalents are measured at nominal value, which approximates fair value due to their short-term nature.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Cash on hand | 36.799 | 3.932 | 1.454 | |||||||||
| Banca di credito cooperativo | 12.114 | 12.160 | - | |||||||||
| Banca di credito cooperativo | - | 1.277 | 91 | |||||||||
| Banca di Credito Popolare | 583 | 4.050 | 4.487 | |||||||||
| Banca Popolare di Bari | - | 7.912 | - | |||||||||
| Banka Stabiese | - | (1 | ) | 2.213 | ||||||||
| Total | 49.496 | 29.331 | 8.244 | |||||||||
4.2.3 Tax Assets as of 30 June 2024
As of 30 June 2024, Tax assets amount to €6.934. These balances represent amounts recoverable from the tax authorities and mainly consist of withholding tax credits, tax refunds, and receivables recognized under specific law provisions.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Withholding taxes on interest income | 1 | 1 | 1 | |||||||||
| Receivables from Tax Authorities – withholding taxes suffered | 434 | - | - | |||||||||
| Law Decree 03/2020 | 3.422 | 4.968 | 11.103 | |||||||||
| Tax authority – 730 withholding tax refunds | 3.077 | 4.889 | 2.430 | |||||||||
| Total Tax Assets | 6.934 | 9.858 | 13.534 | |||||||||
4.2.4 Deposits and Prepayments
As of 30 June 2024, the Company did not record any balance for deposits and prepayments (€0).
In the prior year ended 30 June 2023, deposits and prepayments amounted to €5.000, mainly relating to advances paid to suppliers for services not yet rendered at that reporting date.
4.3 Equity
Equity represents the residual interest in the assets of the Company after deducting all liabilities, in accordance with IAS 32.11. Share capital is recognized at the nominal value of shares issued and fully paid.
| ● | Reserves represent amounts set aside from profits or other sources as required by law or by the shareholders’ resolutions. |
| ● | Profits (losses) carried forward represent accumulated results of prior years not distributed to shareholders. |
| ● | Profit (loss) for the year represents the result of the current year as per the statement of profit or loss and other comprehensive income. |
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Share capital | 620.000 | 620.000 | 620.000 | |||||||||
| IFRS first-time adoption reserve | (258.237 | ) | (258.237 | ) | (258.237 | ) | ||||||
| Other reserves | - | - | - | |||||||||
| Profits (losses) carried forward | (4.206.702 | ) | (2.810.662 | ) | (7.214.926 | ) | ||||||
| Profit (loss) for the year | (1.986.746 | ) | (1.396.040 | ) | 3.838.402 | |||||||
| Total Equity | (5.831.685 | ) | (3.844.940 | ) | (3.014.761 | ) | ||||||
29
4.3.1 Share capital.
The Company’s share capital amounts to € 620.000,00 and is fully subscribed and paid in. There were no changes in the share capital during the current or prior financial years.
4.3.2 IFRS first-time adoption reserve
This reserve of € (258.237,48) originates from the transition from Italian accounting standards (OIC) to IFRS as at 1 July 2022, in accordance with IFRS 1 – First-time Adoption of IFRS.
It mainly reflects the derecognition of assets previously recognized under OIC but not eligible under IFRS, including:
| ● | the derecognition of internally generated brand value (€ 3.700.000) |
| ● | the derecognition of improvements made to the stadium (€ 1.402.000,41), which no longer met the definition of an asset due to expired contracts. These adjustments were recognized directly in equity as at the date of transition in accordance with IFRS 1.11. |
For the full disclosure of the effects stemming from the adoption of the International Financial Reporting Standards (IFRS 1 – First-time Adoption of IFRS) please refer to the paragraph “12. Transition to IFRS”.
4.3.3 Profits (Losses) carried forward
The amount of € (4.206.702,08) represents the accumulated losses from prior years, carried forward from the previous financial statements prepared under IFRS as at 30.06.2023. These include the cumulative effect of prior year results and adjustments made during the transition to IFRS.
4.3.4 Profit (Loss) for the year
The net loss for the year ended 30 June 2024 amounts to € (1.986.745,83), as reported in the statement of profit or loss. This amount will be reclassified to “losses carried forward” at the start of the following financial year.
As of the date of preparation of these financial statements, in order to cover the Company’s losses, waivers by creditors of shareholder loans and capital contributions to cover losses have been executed through a notarial deed dated May 20, 2025.
Following the 2023/2024 season, the football team was promoted to Serie BKT, where the Club competed professionally in the 2024/2025 season.
Lega B revenues are set to increase by approximately 20% due to the application of the Serie B Self-Regulation Code, which grants a higher disbursement of funds to clubs in their second season of the Serie B championship.
Furthermore, as of July 2025, the Company recorded a €2.5 million gain from the permanent transfer of a player (Andrea Adorante). The team’s achievement of the promotion play-offs last season, combined with its current 7th-place standing in the Serie B table, is expected to facilitate new sponsorships and an increase in matchday ticket sales as well.
In terms of ownership, BRERA HOLDINGS PLC, an Irish company listed on the American NASDAQ, joined the shareholder structure. This began with a minority share acquisition in December 2024, culminating in a 52% majority stake in the common capital as of June 2025. This entry strengthened the Company’s assets through capital increases, share premium, and the contribution of NASDAQ-listed securities, ensuring an adequate inflow of fresh capital to cover current needs and progressively reduce debt.
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The shareholders are also committed to providing further capital contributions, if necessary, to support the timely payment of multi-year installment plans related to prior years’ tax and social security contributions, which constitute the Company’s essential total liabilities.
4.4 Non-current Liabilities
Non-current liabilities represent obligations of the Company that are not expected to be settled within twelve months from the reporting date. As of June 30, 2024, the balance mainly comprises the long-term portion of the payback plans related to the income taxes, withholding taxes and social contributions as allowed by the Italian regulation.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Employee benefit obligations | 28.391 | 24.511 | 26.735 | |||||||||
| Social security and other taxes payable | 1.618.364 | 644.948 | - | |||||||||
| Loans and Advances | 49.949 | 90.041 | 129.723 | |||||||||
| Tax liabilities | 840.618 | 503.363 | - | |||||||||
| Financial Liabilities - Related Party | 340.000 | 80.000 | 565.862 | |||||||||
| Trade and other payables | 225.122 | 213.655 | 535.117 | |||||||||
| Provisions | 200.000 | 200.000 | 280.106 | |||||||||
| Non-current liabilities | 3.302.444 | 1.756.518 | 1.537.543 | |||||||||
4.4.1 Employee benefit obligations (TFR)
This amount of € 28.391,32 represents the Trattamento di Fine Rapporto (TFR), which is a statutory severance benefit payable to employees on termination of employment, as required under Italian labour law.
4.4.2 Social security and other taxes payable
This balance of € 1.618.363,74 includes mainly debts towards social security institutions (National Social Security Institute, INPS, and National Institute for Insurance - INAIL) and revenue agency (Agenzia delle Entrate – ADE), which are subject to payment plans extending beyond 12 months.
Although such liabilities are generally current, they are classified as non-current because of their long-term settlement schedule.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| ADE installment 751007 | 242.882 | - | - | |||||||||
| ADE installment 760421 | 234.837 | - | - | |||||||||
| ADE write-off 722884 | 233.666 | - | - | |||||||||
| ADE installment 70982 | 162.949 | - | - | |||||||||
| INPS installment 21 May 2024 | 104.590 | - | - | |||||||||
| INAIL seasonal sports 2023/24 – due portion | 82.303 | - | - | |||||||||
| INPS ADR installment 2023 – non-current portion | 556.870 | 561.640 | - | |||||||||
| INPS installment 19.06.2023 – Pos. 51396637 | 267 | 9.126 | - | |||||||||
| INPS installment 15.03.2023 – non-current portion | - | 74.182 | - | |||||||||
| Total Non-current Social Security and Other Payables | 1.618.364 | 644.948 | - | |||||||||
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4.4.3 Loans and advances (Bank loan)
As of 30 June 2024, the Company’s financial liabilities include a bank loan obtained under a medium-term financing agreement entered on 23 July 2020 for a total amount of €200.000.
The loan bears interest at a floating rate, determined as 6-month Euribor (360-day basis) plus a spread of 5.5%, with semi-annual repricing and instalment payments over a total term of 72 months. The final maturity date of the loan is 31 July 2026.
As of 30 June 2024, non-current loans amount to €49.949 (30 June 2023: €90.041). These balances relate exclusively to the non-current portion of a mortgage loan with BCC Bank. The Bank loan is a term loan with an interest rate of 5.5% (spread) plus variable interest during the year.
The decrease in the non-current portion compared with the prior year reflects the progressive repayment of the loan according to the contractual amortization schedule.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Loans and advances | 49.948 | 90.041 | 129.723 | |||||||||
4.4.4 Tax liabilities
The balance of € 840.618,34 comprises debts
towards tax authorities, including IRPEF withholdings on salaries and professionals, VAT (IVA) payables, and other direct and indirect
taxes.
Although these are typically classified as current, they are presented as non-current because they are covered by long-term payment agreements
with the tax authorities.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| TFR tax installment – non-current portion | 8.657 | 8.657 | - | |||||||||
| Tax Authority – severance pay withholding | (312 | ) | - | - | ||||||||
| Withholding installments (2021–2022, various) | 199.676 | 199.676 | - | |||||||||
| Inevitable VAT offset – Q3 2023 | 112.326 | - | - | |||||||||
| VAT installment 1st quarter 2023 | 64.449 | - | - | |||||||||
| VAT ADR installment 2021 – non-current portion | 119.926 | 141.623 | - | |||||||||
| VAT irregularity notice Q4 2022 – non-current portion | 33.405 | 117.487 | - | |||||||||
| VAT installments (2022, various) | 35.921 | 35.921 | - | |||||||||
| VAT 2024 | 196.665 | - | - | |||||||||
| VAT April 2023 | 69.906 | - | - | |||||||||
| Total Non-current Tax Liabilities | 840.618 | 503.363 | - | |||||||||
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4.4.5 Financial liabilities – (Loans from Shareholders – Related party)
This amount of € 340.000 represents debt towards shareholders (Soci c/finanziamenti postergati ed infruttiferi). These debts do not have established due date, are interest-free, subordinated to bank borrowings and will become payable only subsequent the full payment of all the other creditors.
4.4.6 Non current trade and other payables
As of 30 June 2024, non-current trade and other payables amount to €225.122 against €213.655 and €5355.1117 as at June 30, 2023 and as at July 1, 2022, respectively. This item mainly includes amounts payable to public bodies such as the Comune (Municipality) for the use of the stadium and to the Lega (League). These balances are long overdue and are being settled on multi-year payment plans, hence classified as non-current in accordance with IAS 1.74.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Due to Municipality – settlement non-current | 213.655 | 213.655 | 256.386 | |||||||||
| Debts to other parties | 11.467 | - | - | |||||||||
| Installment plan prot. 1456548 | - | - | 278.731 | |||||||||
| Total Non-Current trade and Other Payables | 225.122 | 213.655 | 535.117 | |||||||||
4.4.7 Provision for Risks and Legal Disputes
As of 30 June 2024, the Company has recognized a provision for risks and legal disputes of €200.000 (30 June 2023: €200.000) mainly related to alleged commissions claimed by certain agents. Main changes compared to the OIC financial statements mostly pertain to the reversal of the deferred taxes (equal to Euro 1.018.000 as at June 30, 2023 and Euro 965.000 as at June 30, 2024, respectively) calculated on the revaluation of the trademark allowed by Italian tax regulation that was reversed as not allowed by IFRS.
4.5 Current Liabilities
Current liabilities represent obligations expected to be settled within twelve months from the reporting date.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Trade and other Payables | 1.863.460 | 1.452.866 | 1.084.399 | |||||||||
| Social security and other taxes payable | 861.863 | 617.068 | 1.111.209 | |||||||||
| Deferred liabilities | 90.000 | 267.798 | 135.141 | |||||||||
| Loans and Advances | 42.224 | 40.406 | 37.578 | |||||||||
| Tax liabilities | 144.185 | 323.518 | 232.403 | |||||||||
| Short-term borrowings | 78.275 | 0 | 151.191 | |||||||||
| Total Current Liabilities | 3.080.007 | 2.701.656 | 2.751.921 | |||||||||
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4.5.1 Trade and other payables
This balance of € 1.863.460,27 includes trade payables to suppliers for goods and services received during the period, as well as amounts due to other third parties such as collaborators, multi-year professional football players, and service providers.
Within this balance, € 640.012,54 relates specifically to payables to suppliers with € 314.993,67 relates to invoices outstanding for more than 12 months. This amount has been treated as a provision for ageing only for disclosure purposes and has not been recognized in the financial statements as a liability, because under IFRS (IAS 37), no present obligation exists, and the amounts are still expected to be settled.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Installment plan prot. 1456548 | - | 319.645 | 40.915 | |||||||||
| Due to Municipality | - | 85.462 | 75.462 | |||||||||
| Advances from customers | 309.800 | 10.000 | - | |||||||||
| Credit notes to be issued | 5.000 | 2.524 | 9.000 | |||||||||
| Agreements / withholdings for football players | 23.985 | 17.526 | 14.875 | |||||||||
| EST Fund (solidarity fund) | 108 | - | - | |||||||||
| Collaborators – remuneration payable account | 21.364 | - | - | |||||||||
| Employees – salaries payable | 26.773 | 20.171 | 43.745 | |||||||||
| Professional Football players – salaries payable | 692.129 | 83.452 | 116.863 | |||||||||
| Suppliers | 640.013 | 644.827 | 552.696 | |||||||||
| Invoices to be received from third-party suppliers | 50.157 | 174.514 | 160.233 | |||||||||
| Round off adjustments | - | 13 | - | |||||||||
| Payables to third parties | 94.132 | 94.732 | 70.610 | |||||||||
| Total Current Trade and Other Payables | 1.863.461 | 1.452.866 | 1.084.399 | |||||||||
4.5.2 Social security and other taxes payable
This balance of € 861.862,83 includes amounts payable to INPS, INAIL and other social security institutions, as well as other minor taxes and contributions, which are expected to be settled within the next 12 months.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Tax authority – withholdings on self-employed income | 27.071 | 19.025 | 6.992 | |||||||||
| Tax authority – withholdings on employee income | 369.462 | 102.239 | 326.784 | |||||||||
| INPS ADR installment 2023 | - | 81.196 | - | |||||||||
| INPS installment 15.03.2023 | - | 98.106 | - | |||||||||
| INPS installment 15.03.2023/1 | - | 5.473 | - | |||||||||
| INPS installment 19.06.2023 | 2.866 | 97.871 | - | |||||||||
| End-of-career indemnity | 41.272 | 8.539 | 9.611 | |||||||||
| INAIL sports season 2021/22 | - | 53.789 | 53.789 | |||||||||
| INAIL installment plan prot. 52557275 | - | 53.902 | 53.902 | |||||||||
| INAIL sports season 2020/21 | - | 49.103 | 49.103 | |||||||||
| INPS Installment 2020 | - | - | 237.201 | |||||||||
| INPS Installment 2021 | - | - | 56.390 | |||||||||
| INPS | 421.192 | 47.824 | 317.437 | |||||||||
| Total Social Security and Other Taxes Payable | 861.863 | 617.068 | 1.111.209 | |||||||||
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4.5.3 Deferred liabilities
The amount of € 90.000,00 includes accruals and other liabilities for services already received but not yet invoiced as of the reporting date. They are recognized on an accrual basis in line with IAS 1.55 and IAS 37.11.
4.5.4 Loans and advances
As of 30 June 2024, current loans and borrowings amount to €42.224 (30 June 2023: €40.406). These balances represent the current portion of the BCC mortgage, repayable within the next twelve months.
The loan is recognized at amortized cost, and the carrying amount approximates its fair value. The Group has been meeting all repayment obligations in accordance with the agreed schedule.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| BCC mortgage – current portion | 42.224 | 40.406 | 37.578 | |||||||||
4.5.5 Tax liabilities
As of 30 June 2023, Tax liabilities within current liabilities mainly include amounts payable to the tax authorities in relation to income taxes (IRAP), withholding taxes on employees and professionals, and value-added tax (VAT). These balances also include various tax installments and settlements arising from past periods, as well as irregularity notices received from the tax authority.
The main items are:
| ● | IRAP payable and related installments; |
| ● | Withholding tax installments for employees and consultants, relating to different fiscal months of 2021 and 2022; |
| ● | VAT payables, including annual VAT payable for 2021, periodic VAT installments for 2022 and 2023, and VAT irregularity notices; |
| ● | Other tax installments and settlements, such as TFR tax installments and VAT ADR settlement plans. |
These liabilities are classified as current since they are expected to be settled within 12 months after the reporting date and are recognized at nominal value, which approximates their fair value.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 30.06.2022 | |||||||||
| Tax authority – IRAP | (8.248 | ) | 46.364 | - | ||||||||
| VAT payable 2023/24 | 127.938 | - | - | |||||||||
| TFR tax installment – current portion | - | 2.664 | - | |||||||||
| Withholding installments (various months 2021–22) | 3.352 | 61.436 | - | |||||||||
| VAT irregularity notices (Q4 2022 & Q1 2022) | 20.043 | 54.086 | - | |||||||||
| VAT installments (various 2022–23) | - | 11.103 | - | |||||||||
| VAT payable for the year 2021 | - | - | 112.031 | |||||||||
| Tax authority – VAT settlement | 1.100 | 147.865 | 120.372 | |||||||||
| Tax Liabilities | 144.185 | 323.518 | 232.403 | |||||||||
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4.5.6 Short-term borrowings
As of 30 June 2024, the Group reported negative bank balances totaling €78,275 (30 June 2023: €0). These balances primarily relate to current account overdrafts with Cooperative Credit Bank and Banca Popolare di Bari. Overdrafts are repayable on demand and are classified within current liabilities.
| Amounts in euro | 30.06.2024 | 30.06.2023 | 01.07.2022 | |||||||||
| Banca Popolare - Credit card | - | - | 9.198 | |||||||||
| Cooperative Credit Bank | 78.089 | - | 141.904 | |||||||||
| Banca Popolare di Bari | 186 | - | 89 | |||||||||
| Total | 78.275 | - | 151.191 | |||||||||
5. Revenues
All revenue streams are classified as operating revenues in the statement of profit or loss.
| Amounts in euro | 30.06.2024 | 30.06.2023 | ||||||
| Sponsorships | 2.023.466 | 1.112.170 | ||||||
| Sponsorships - Related party | 150.000 | 65.000 | ||||||
| Ticketing | 727.035 | 303.269 | ||||||
| Gain on transfer of players | 230.000 | - | ||||||
| Revenue from Television rights | 50.000 | 33.864 | ||||||
| Revenue from Contributions | 538.644 | 856.059 | ||||||
| Revenue from store | 74.261 | 21.869 | ||||||
| Other incomes | 116.954 | 388.729 | ||||||
| Revenues | 3.910.360 | 2.780.959 | ||||||
5.1 Sponsorships
Sponsorship income amounted to €2.023.466 and €1.112.170 as at June 30, 2024 and June 30, 2023, respectively. Balances relate to commercial agreements with third-party sponsors for brand visibility (clothing, equipment, or other) in exchange for visibility and marketing and communication rights or promotional activities during the football season.
Revenue is recognized over time during the contractual period, in line with the provision of the promotional services, in accordance with IFRS 15.35(b).
5.2 Sponsorships – Related party
Revenues from sponsorship agreements with related parties totaled €150.000. These contracts were executed under arm’s length conditions and contributed to the overall sponsorship income.
Sponsorships – Related party as at June 2023 equal to Euro 65.000 refer to sponsorship contracts with affiliates of Brera Holdings PLC and are disclosed in accordance with IAS 24 – Related Party Disclosures.
5.3 Ticketing
Ticketing revenues represent income from:
| ● | Matchday ticket sales for the home and away matches, |
| ● | season ticket Subscription, and |
| ● | Stadium access charges. |
Revenue from single-match tickets is recognized at the time the match is played, as this is when the performance obligation is satisfied. Season ticket revenue is recognized on a straight-line basis over the relevant season in accordance with IFRS 15.35(a).
Ticketing revenue, amounting to €727.035, reflects income from both season ticket subscriptions and single-match ticket sales during the reporting period.
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5.4 Gain on Player Transfer Rights
Revenues of €230.000 were recognized from the transfer of players’ registration rights to other clubs during the reporting year. The gain was recognized at the point when control over the registration rights passed to the acquiring clubs, in line with IFRS 15 – Revenue from Contracts with Customers. No gain has been recognized year ended June 30, 2023.
5.5 Revenue from Television Rights
Finance costs are recognized in accordance with IFRS 9 – Financial Instruments and IAS 23 – Borrowing Costs. They include interest and similar charges incurred in connection with bank loans, shareholder loans, credit facilities, and other financial liabilities.
Finance costs are recognized on an accrual basis using the effective interest method and are presented separately from operating expenses. Borrowing costs directly attributable to qualifying assets are capitalized; all others are expensed as incurred.
Television rights revenues amounted to €50.000 for the financial year ended 30 June 2024 (€33.864 in the prior year) and represent the Group’s share of broadcasting income distributed by the league.
5.6 Revenue from Contributions
This item mainly includes public contributions and institutional funding received to support the activities of the Club, such as:
| ● | contributions from the Italian Football Federation (FIGC) or Lega Pro, |
| ● | Government or regional grants linked to sports development or youth programs. |
These amounts are recognized as other operating income when there is reasonable assurance that the conditions attached to the contributions are met, in accordance with IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance. They are presented as revenue in the income statement as they relate to the ordinary activities of the Club.
Contributions received from football institutions and governing bodies totaled €538.644 for the financial year ended 30 June 2024 (€ 856.059 in the prior year), including solidarity funds and other institutional support mechanisms.
5.7 Revenue from Store
This item includes sales of official merchandise and other products through the Club’s physical and online stores.
Revenue is recognized at the point in time the goods are delivered to the customer, in line with IFRS 15.38, when control of the goods passes to the buyer.
Merchandise sales from the official store and online channels generated revenues of €74.261 (€ 21.869 in the prior year).
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5.8 Other Incomes
This item includes various other operating revenues not classified in the categories above, such as:
| ● | Development bonuses received from other clubs as part of player loan agreements, representing bonuses linked to the sporting use and development of the player during the loan period |
| ● | training compensations and solidarity contributions related to the training of youth players |
| ● | release fees, penalties or contract termination settlements received from other clubs or counterparties |
| ● | Insurance recoveries and other ancillary income |
Development bonuses are recognized in accordance with IFRS 15.56–58 when the underlying conditions are satisfied (i.e. when the player has been used and the agreed performance conditions have been met), and when it is highly probable that the amount will not be reversed.
Other revenues amounted to €116.954 (€388.729 in the prior year) and mainly include ancillary income such as recovery of expenses, minor services provided, and miscellaneous receipts.
6. Cost of Revenues
Cost of revenues includes all direct costs incurred in generating the Company’s revenues, including costs for sporting activities, players, match operations, and other directly attributable items.
For the year ending 30 June 2024, the cost of revenues amounted to € 3.669.956
(previous year: € 2.134.467), and broke down as follows:
| Amounts in euro | 30.06.2024 | 30.06.2023 | ||||||
| Ticketing | (111.591 | ) | (38.620 | ) | ||||
| Advertising | - | (16.277 | ) | |||||
| Sports equipment | (659.782 | ) | (252.689 | ) | ||||
| Player salaries | (2.463.183 | ) | (1.500.873 | ) | ||||
| Accomodation and transportation | (53.867 | ) | (109.920 | ) | ||||
| Insurance | (14.157 | ) | (10.835 | ) | ||||
| Loan of players | (7.500 | ) | 0 | |||||
| Other cost of revenues | (193.876 | ) | (39.920 | ) | ||||
| Amortization of multi-year football players rights | (166.000 | ) | (165.333 | ) | ||||
| Cost of revenues | (3.669.956 | ) | (2.134.467 | ) | ||||
6.1 Ticketing
Ticketing includes direct costs related to the organization and management of home matches, such as ticket printing, ticketing platform fees, and stewarding staff directly related to ticketed events. Recognized in the period in which the match takes place. These total costs relating to ticketing amount to €111.591 for the year ended 30.06.2024 and €38.620 for the year ended 30.06.2023. Increase mainly stems from the fact that during season 2023/2024 the team played the most critical matches at home and was eventually promoted to Serie B at the end of the season, which increased the sales of tickets.
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6.2 Sports Equipment
Comprises purchases of technical apparel, training gear, match kits, and other materials used by the first team and youth teams. The significant increase reflects renewed supply contracts and expands sporting activities in the 2023/2024 season. The total costs related to the sports equipment amount to €659.782 for the year ended June 30, 2024, and €252.689 for the year ended and June 30, 2023.
6.3 Player Salaries
Represents gross wages, contractual bonuses, and related social security contributions for registered players. The rise compared to the prior year is mainly due to new player signings and adjustments to existing contracts. The total salaries cost about €2.463.183 for the year ended June 30, 2024, and €1.500.873 for the year ended and June 30, 2023.
6.4 Accommodation and Transportation
Includes travel and lodging costs for away matches, training camps, and pre-season preparation. The reduction from the prior year reflects fewer training camp activities and enhanced logistical efficiency. The total costs for the Accommodation and Transportation amounted to €53.867, for the year ended June 30, 2024, and €109.920 for the year ended and June 30, 2023.
6.5 Insurance
These Insurance costs Covers insurance premiums related to player injury protection and general team coverage. The increase is reflected in updated coverage terms and higher insured player values. The total costs for the Insurance amounted to €14.157, for the year ended June 30, 2024, and €10.835 for the year ended and June 30, 2023.
6.6 Loan of Players
The loan of players amounted to €7.500 refers to amounts paid for temporary player loan agreements and associated fees during the reporting period. No similar costs were incurred in the prior year.
6.7 Other Costs of Revenues – €193.876
This line includes additional match-related expenses such as medical purchases, consumables, pre-season training camp costs, and other direct costs incurred in connection with football operations. The other cost of Revenues amounts to €193.876 for the year ended June 30, 2024, and €39.920 for the year ended and June 30, 2023.
6.8 Amortization of Multi-year Football Players’ Rights – €166.000
Represents the systematic amortization of capitalized player registration rights over the contractual period of the players, in accordance with IAS 38 – Intangible Assets. This cost reflects the consumption of the economic benefits embodied in player contracts during the season. The amortization costs related to the Multi-year Professional Football Players’ Registration Rights amounted to €166.000 for the year ended June 30, 2024, and €165.333 for the year ended and June 30, 2023.
39
7. General and Administrative Expenses
General and administrative expenses represent indirect operating costs incurred in the ordinary course of business to support the overall management and administration of the Company.
All amounts are presented net of VAT and similar indirect taxes.
For the year ending 30 June 2024, general and administrative expenses amounted to € 2.157.493,40, broken down as follows:
| Amounts in euro | 30.06.2024 | 30.06.2023 | ||||||
| Accommodation and transportation | - | (25.700 | ) | |||||
| Salaries and social security contributions | (1.010.865 | ) | (854.360 | ) | ||||
| Rental expenses | (43.785 | ) | (125.300 | ) | ||||
| Impairment of receivables | (90.272 | ) | (118.690 | ) | ||||
| Penalties and fines | (113.770 | ) | (194.853 | ) | ||||
| Provision for litigation and disputes | - | (200.000 | ) | |||||
| Operating and administrative expenses | (816.133 | ) | (694.558 | ) | ||||
| Impairment loss on intangible assets | (82.667 | ) | - | |||||
| Litigation and Disputes | (200.00 | ) | - | |||||
| General and administrative expenses | (2.157.493 | ) | (2.213.461 | ) | ||||
7.1 Salaries and social security contributions
Salaries and social security contributions, amounting to € 1.010.865, represent the remuneration of administrative personnel, managers and other non-sporting staff, together with the related social security charges (INPS, INAIL and other applicable contributions). These costs are recognized on an accrual basis over the period of service in accordance with IAS 19 – Employee Benefits.
7.2 Rental expenses
Rental expenses, amounting to € 43.785, relate to the costs for leasing office premises, storage spaces and other facilities used for administrative and organizational purposes. These costs are recognized as operating lease expenses in accordance with IFRS 16, as they relate to short-term or low-value leases that are expensed on a straight-line basis over the lease term.
7.3 Impairment of receivables
The Company recognized impairment losses on receivables for € 90.272, which reflect the estimated uncollectible portion of trade and other receivables not directly related to revenue-generating activities. The estimate was made in accordance with IFRS 9 – Financial Instruments, applying the expected credit loss (ECL) model and considering the historical experience of recoverability, the age of the receivables, and other forward-looking information.
7.4 Penalties and fines
Penalties and fines, amounting to € 113.770, refer mainly to administrative and tax-related penalties imposed by regulatory bodies and tax authorities. These amounts are recognized as expenses in the period in which the obligation arises, in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets.
40
7.5 Operating and administrative expenses
Operating and administrative expenses, amounting to € 816.133, support the costs of Club’s activities, such as:
| ● | professional and consultancy services (legal, audit, tax, labour) |
| ● | steward and security services |
| ● | postal and courier expenses |
| ● | stationery and office supplies |
| ● | utilities and telecommunication expenses |
| ● | maintenance of administrative assets |
| ● | catering and hospitality services |
| ● | other minor administrative operating costs |
These costs are recognized when the related goods or services are consumed.
8. Depreciation and Amortization
| Amounts in euro | 30.06.2024 | 30.06.2023 | ||||||
| Depreciation costs | (7.872 | ) | (7.304 | ) | ||||
| Amortization on Intangible assets | (4.474 | ) | (3.954 | ) | ||||
| Depreciation and Amortization | (12.346 | ) | (11.258 | ) | ||||
Depreciation and amortization expenses for the year ended 30 June 2024 amounted to € 12.346, of which € 7.872 relates to depreciation of property, plant and equipment and € 4.474 relates to the amortization of intangible assets. The slight increase from the year end 30.06.2023 of € 11.258 refers to the capitalization of software costs.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets in accordance with IAS 16 – Property, Plant and Equipment. The main asset categories subject to depreciation include office equipment, furniture, and vehicles used by the Company for its operations. The depreciable amount is determined in net of residual value, and the depreciation rates are reviewed annually to ensure consistency with the remaining useful lives of the assets.
9. Finance Costs
Finance costs for the year amounted to € 120.093 and consist primarily of interest expenses and related charges on loans and borrowings, bank overdrafts, and financing arrangements with credit institutions and related parties.
The increase compared to the prior year is mainly attributable to interest and penalties paid in connection with tax notices received from the Agenzia delle Entrate, which have been recognized as financial expenses in accordance with the requirements of IFRS 9 – Financial Instruments.
10. Other Incomes
For the year ended 30 June 2024, Other Income amounted to €190.721. This caption includes miscellaneous operating income that does not derive from the Company’s primary revenue-generating activities, such as recoveries, reimbursements, and minor non-recurring income items recognized during the year.
41
For comparison, Other Income for the year ended 30 June 2023 totalled €265.552, primarily relating to the recognition of prior-year income adjustments (“sopravvenienze attive”) and non-recurring gains arising from the settlement or reversal of previous liabilities and estimates.
11. Provision for Income Taxes
As of 30 June 2024, the Company recognized a provision for income taxes amounting to €127.938.
This balance represents the estimated current income tax liability for the fiscal year, calculated on the basis of taxable income in accordance with prevailing tax regulations. The provision reflects management’s best estimate of the tax obligation as of the reporting date and will be settled in the following financial year.
Under Italian GAAP (OIC), the Company recognized income taxes in accordance with the domestic tax legislation, including IRES (Imposta sul Reddito delle Società) at 24% and IRAP (Imposta Regionale sulle Attività Produttive) at 4.97%.
For the year ended 30 June 2024, the Company incurred a tax loss for IRES purposes, and consequently, no current IRES charge was recognized in the OIC financial statements. However, an IRAP charge of €127,938 was calculated in accordance with Italian tax regulations and recognized as an income tax expense under OIC.
In accordance with IAS 12 – Income Taxes, the Company has reviewed the tax treatment upon transition to IFRS. The IRAP liability of €127,938 represents a current income tax payable and has therefore been reclassified as a provision for current income taxes under IFRS.
Furthermore, no uncertain tax positions were identified in accordance with IFRIC 23 – Uncertainty over Income Tax Treatments.
Accordingly, the adjustment under IFRS consists solely in the reclassification of the IRAP expense (€127,938) from OIC income taxes to “Provision for Income Taxes” under IFRS presentation, with no impact on equity or profit (loss) for the year.
12. Transition to IFRS
12.1 First-time Adoption of IFRS
As these are the Company’s first financial statements prepared in accordance with IFRS, the Company has applied IFRS 1, which requires the preparation of:
| ● | an opening IFRS statement of financial position as of 1 July 2022; |
| ● | comparative IFRS financial statements for the year ended 30 June 2023; and |
| ● | reconciliations of equity and total comprehensive income previously reported under OIC to the amounts reported under IFRS. |
42
Details of the significant adjustments made on transition from OIC to IFRS are provided in Transition to IFRS.
12.2 Optional Exemptions and Mandatory Exceptions Applied
In preparing these financial statements, the Company has applied the mandatory exceptions and selected optional exemptions permitted by IFRS 1.
12.3 Optional exemptions used include (if applicable):
| ● | Not restating past business combinations prior to 1 July 2022 (IFRS 1 Appendix C) |
| ● | Using the fair value of certain property, plant and equipment as deemed cost at the transition date |
| ● | Resetting cumulative translation differences for foreign operations to zero at the transition date |
12.4 Mandatory exceptions applied include:
| ● | Estimates under IFRS are consistent with estimates made under OIC at the same date (unless there was an error) |
| ● | Classification and measurement of financial assets based on facts and circumstances at the transition date. |
12.5 Derecognition of Brand Value Recognised under OIC
In the OIC financial statements as at 30 June 2022, the Company had recognised an intangible asset under the caption amounting to €3.700.000, arising from the revaluation of the Company’s brand performed in the financial year 2021–22 in accordance with Article 110 of Italian Decree Law No. 104/2020, as allowed under Italian GAAP (OIC).
The related entries also included:
| ● | a revaluation reserve of €2.628.110 recognized in equity; and |
| ● | deferred tax liabilities of €888.000 (IRES 24%) and €183.890 (IRAP). |
Under IAS 38 – Intangible Assets, internally generated brands, trademarks and similar items cannot be recognized as intangible assets. Only intangible assets that are acquired in a business combination or through a separate acquisition may be recognized.
Accordingly, upon transition to IFRS, the previously recognized brand asset of €3.700.000 has been derecognized, together with the associated revaluation reserve and related deferred tax liabilities.
Impact of Adjustment:
| Amount in euros/thousands | Dr / (Cr) | |||
| Intangible assets (brands) | (3.700 | ) | ||
| Deferred tax liabilities | +1.072 | |||
| Revaluation reserve (equity) | +2.628 | |||
43
This adjustment has been recorded in the opening IFRS statement of financial position as of 1 July 2022 in accordance with IFRS 1st time adoption.
12.6 Derecognition of Leasehold Improvements on Transition to IFRS
Under the previous Italian GAAP (OIC), the Company capitalised certain leasehold improvements under the asset category “Migliorie sede”. These costs, amounting in aggregate to €1.402.000,41, were incurred over several years in connection with lease contracts that were valid at the time and were being amortised over the useful lives of the improvements in the OIC financial statements.
Under IAS 16 – Property, Plant and Equipment and IAS 38 – Intangible Assets, an item may only be recognized as an asset if it is controlled by the entity and is expected to provide future economic benefits.
At the date of transition to IFRS (1 July 2022), the original lease contracts related to these improvements had expired, and new contracts were signed, meaning the existing capitalized improvements no longer provided future economic benefits to the Company.
Therefore, these items did not meet the recognition criteria as assets under IFRS as at the transition date.
As a result, the carrying amount of “Migliorie sede” amounting to €1.402.000,41 has been fully derecognized from the opening IFRS statement of financial position as at 1 July 2022, together with the related accumulated amortization.
The net book value remaining after accumulated amortization, amounting to €258.237,48, has been recorded as an adjustment to equity under the “IFRS First-time Adoption Reserve”, in accordance with IFRS 1.
Impact of Adjustment:
| Amount in euro/thousand | Dr / (Cr) | |||
| Intangible assets – “Migliorie sede” | (1.402,00 | ) | ||
| Accumulated amortisation | +1.143,76 | |||
| IFRS first-time adoption reserve (equity) | (258,24 | ) | ||
(figures shown rounded)
This adjustment reflects the derecognition of leasehold improvements that no longer meet the definition of an asset under IFRS, and the impact has been recognized as part of the equity adjustments on first-time adoption of IFRS, in accordance with IFRS 1.
12.7 Reconciliation of Equity as of 30 June 2022 (Comparative Period)
As these are the Company’s first financial statements prepared in accordance with International Financial Reporting Standards (IFRS), the Company has applied IFRS 1 – First-time Adoption of IFRS.
Under IFRS 1, the Company has prepared an opening IFRS statement of financial position as of 1 July 2022 and has restated its equity as of 30 June 2022 (the end of the comparative period under OIC) to comply with IFRS.
44
The table below reconciles the equity previously reported under OIC (Italian GAAP) to the equity determined under IFRS as of 30 June 2022.
With regards to the reclassification of shareholder subordinated loans from equity to financial liabilities, according to IAS 32, the subordination of a loan is a contractual condition that establishes the right of the creditor shareholder to be satisfied after all other external creditors and is distinct from the non-interest-bearing nature of the loan, which concerns its lack of interest. For accounting reclassification purposes, subordinated loans must be included in the specific balance sheet item “Payables to shareholders for loans” (item D.3 of liabilities), since subordination is a characteristic of the debt, not a fact that changes its nature to an equity instrument.
| Amounts in euro | Euro | |||
| Equity under OIC as at 30.06.2022 | 437.448 | |||
| Adjustments: | ||||
| Derecognition of revaluation reserve (Brand) IAS 38 | (2.628.110 | ) | ||
| Recognition of IFRS first-time adoption reserve | (258.237 | ) | ||
| Reclassification of shareholder subordinated loans from equity to financial liabilities (IAS 32) | (565.862 | ) | ||
| Total adjustments | (3.452.209 | ) | ||
| Equity under IFRS as at 30.06.2022 | (3.014.761 | ) | ||
12.8 Reconciliation of Equity as at 30 June 2023
As these are the Company’s first financial statements prepared in accordance with International Financial Reporting Standards (IFRS), the Company has applied IFRS 1 – First-time Adoption of IFRS.
In accordance with IFRS 1.24(a), the Company presents below a reconciliation of equity reported under Italian GAAP (OIC) to equity under IFRS as at 30 June 2023.
| Amounts in euro | Euro | |||
| Equity under OIC as at 30.06.2023 | (912.770 | ) | ||
| Adjustments: | ||||
| Derecognition of revaluation reserve (brand) IAS 38 | (2.628.110 | ) | ||
| Recognition of IFRS first-time adoption reserve | (258.237 | ) | ||
| Elimination of difference on losses as of 30.06.2023 (reclassification and restatement) | (1.422 | ) | ||
| Derecognition of deferred taxes related to brand revaluation (IAS 12) | (44.400 | ) | ||
| Total IFRS adjustments | (2.932.170 | ) | ||
| Equity under IFRS as at 30.06.2023 | (3.844.940 | ) | ||
As at the date of preparation of these financial statements, to cover the Company’s losses, waivers of shareholder loan receivables and contributions to cover losses were executed by notarial deed dated 20 May 2025.
12.8.1 Brand revaluation reserve:
Under OIC, the Company had recognized an intangible asset for the brand and a related revaluation reserve under DL 104/2020. Under IAS 38, internally generated brands are not permitted. The brand was derecognized, and the related revaluation reserve of € 2.628.110,12 was eliminated from equity.
12.8.2 IFRS first-time adoption reserve:
The Company had capitalized leasehold improvements under OIC. As the related contracts had expired, these no longer met the asset definition under IFRS. The net carrying amount of € 258.237,48 was derecognized and recorded as a first-time adoption reserve in equity, in accordance with IFRS 1.11.
45
12.8.3 Difference on losses as of 30.06.2023:
Under OIC, the Company reported a loss for the year of € 1.394.618,00.
Following the transition adjustments made under IFRS — mainly related to the derecognition of certain intangible assets and the reversal of related deferred tax effects — the loss for the year has been restated to € 1.396.039,96 under IFRS.
This results in a difference of € 1.421,96, which is presented as part of the loss for the year under IFRS. This difference has not been adjusted to retained earnings, as current-period profit or loss cannot be reclassified directly to equity under IFRS.
12.8.4 Deferred tax liabilities on brand revaluation:
Under OIC, deferred tax liabilities had been recognized on the brand revaluation. As the brand has been derecognized under IFRS, the related deferred tax liabilities of € 44.400,00 have been reversed with a negative impact on equity.
13. Statement of financial position as of 30/06/2023 in OIC and IAS/IFRS
| OIC | IAS / IFRS | |||||||
| 30/06/2023 | 30/06/2023 | |||||||
| Non-current assets | ||||||||
| Intangible assets | 3.345.176 | 255.737 | ||||||
| Property, plant and equipment, net | 581.734 | 30.204 | ||||||
| Financial Assets | 7.228 | 7.228 | ||||||
| Non-current assets | 3.934.138 | 293.169 | ||||||
| Current Assets | ||||||||
| Trade and other receivables | 394.567 | 275.876 | ||||||
| Tax assets | 9.858 | 9.858 | ||||||
| Deposits and prepayments | 5.000 | 5.000 | ||||||
| Cash and cash equivalents | 29.331 | 29.331 | ||||||
| Total Current Assets | 438.756 | 320.065 | ||||||
| Total Assets | 4.372.894 | 613.234 | ||||||
| Equity | ||||||||
| Share capital | 620.000 | 620.000 | ||||||
| IFRS first-time adoption reserve | 0 | (258.237 | ) | |||||
| Other reserves | 44.400 | 0 | ||||||
| Profits (losses) carried forward | (182.552 | ) | (2.810.662 | ) | ||||
| Profits (losses) for the year | (1.394.618 | ) | (1.396.040 | ) | ||||
| Total Equity | (912.770 | ) | (3.844.940 | ) | ||||
| Non-current liabilities | ||||||||
| Employee benefit obligations | 24.511 | 24.511 | ||||||
| Social security and other taxes payable | 644.948 | 644.948 | ||||||
| Deferred Tax liabilities | 0 | |||||||
| Loans and Advances | 90.041 | 90.041 | ||||||
| Tax liabilities | 503.363 | 503.363 | ||||||
| Financial Liabilities - Related Party | 80.000 | 80.000 | ||||||
| Provisions | 1.018.295 | 200.000 | ||||||
| Trade and other payables | 213.655 | 213.655 | ||||||
| Total Non-Current Liabilities | 2.574.813 | 1.756.518 | ||||||
| Current Liabilities | ||||||||
| Trade and other payables | 1.452.866 | 1.452.866 | ||||||
| Social security and other taxes payable | 617.068 | 617.068 | ||||||
| Tax liabilities | 332.713 | 323.518 | ||||||
| Deferred liabilities | 267.798 | 267.798 | ||||||
| Short-term borrowings | 0 | 0 | ||||||
| Loans and Advances | 40.406 | 40.406 | ||||||
| Total Current Liabilities | 2.710.851 | 2.701.656 | ||||||
| Total Liabilities | 4.372.894 | 613.234 | ||||||
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14. Statement of profit or loss and other comprehensive income as of 30/06/2023 in OIC and IFRS
| OIC | IFRS | |||||||
| 30/06/2023 | 30/06/2023 | |||||||
| Revenues | 2.780.959 | 2.780.959 | ||||||
| Cost of revenues | (2.134.467 | ) | (2.134.467 | ) | ||||
| Gross profit | 646.492 | 646.492 | ||||||
| General and administrative expenses | (1.894.771 | ) | (2.213.461 | ) | ||||
| Depreciation and Ammortization | (328.527 | ) | (11.258 | ) | ||||
| Operating profit (loss) | (1.576.805 | ) | (1.578.227 | ) | ||||
| Finance costs | (83.365 | ) | (83.365 | ) | ||||
| Other incomes | 265.552 | 265.552 | ||||||
| Profit (loss) before tax | (1.394.618 | ) | (1.396.040 | ) | ||||
| Provision for income taxes | 0 | 0 | ||||||
| Profit (loss) for the year | (1.394.618 | ) | (1.396.040 | ) | ||||
| Other comprehensive income | ||||||||
| Items that will not be reclassified to profit or loss | 0 | 0 | ||||||
| Items that may be reclassified to profit or loss | 0 | 0 | ||||||
| Total other comprehensive income | 0 | 0 | ||||||
| Total comprehensive income for the year | (1.394.618 | ) | (1.396.040 | ) | ||||
15. Management Responsibility Statement
The Board of Directors hereby declares that, to the best of its knowledge, the Financial Statements as at 30 June 2024, consisting of the Statement of Financial Position, Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, and the accompanying Notes, have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and give a true and fair view of the financial position, financial performance, and cash flows of the Company.
The Board of Directors further confirms that the Management Report (where applicable) provides a fair review of the development and performance of the Company’s business and of its position, together with a description of the principal risks and uncertainties to which they are exposed.
The Directors also acknowledge their responsibility for:
| ● | The design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements free from material misstatement, whether due to fraud or error. |
| ● | The selection and application of appropriate accounting policies. |
| ● | The making of reasonable and prudent estimates. |
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Exhibit 99.3
Società Sportiva Juve Stabia S.r.l.
Registered office: Via Cosenza – c/o Stadio R. Menti, 80053 Castellammare di Stabia (NA), Italy
Financial Statements as of 31 December 2024
and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023
1
Statement of Financial Position (Balance Sheet)
| Amounts in euro | Note | (Unaudited) 31.12.2024 | 30.06.2024 | |||||||
| Non-current assets | 4.1 | |||||||||
| Intangible assets, net | 4.1.1 | 431.755 | 5.396 | |||||||
| Property, plant and equipment, net | 4.1.2 | 31.722 | 26.956 | |||||||
| Financial assets | 4.1.3 | 1.007.228 | 7.228 | |||||||
| Non-current assets | - | 1.470.705 | 39.580 | |||||||
| Current Assets | 4.2 | |||||||||
| Trade and other receivables | 4.2.1 | 2.665.686 | 454.755 | |||||||
| Cash and cash equivalents | 4.2.2 | 550.946 | 49.496 | |||||||
| Restricted cash | 4.2.3 | 152.899 | — | |||||||
| Tax assets | 4.2.4 | 4.138 | 6.934 | |||||||
| Deferred assets | 4.2.5 | 216.529 | — | |||||||
| Current Assets | - | 3.590.198 | 511.185 | |||||||
| Total Assets | - | 5.060.903 | 550.765 | |||||||
| Equity | 4.3 | |||||||||
| Share capital | 4.3.1 | 23.000 | 620.000 | |||||||
| IFRS first-time adoption reserve | 4.3.2 | (258.237 | ) | (258.237 | ) | |||||
| Other reserves | 4.3.3 | 1.497.000 | — | |||||||
| Profits (Losses) carried forward | 4.3.4 | (5.438.300 | ) | (4.206.702 | ) | |||||
| Profit (Loss) for the year | 4.3.5 | (2.248.267 | ) | (1.986.746 | ) | |||||
| Equity | - | (6.424.804 | ) | (5.831.685 | ) | |||||
| Non-current liabilities | 4.4 | |||||||||
| Employee benefit obligations | 4.4.1 | 32.046 | 28.391 | |||||||
| Social security and other taxes payable | 4.4.2 | 3.082.986 | 1.618.364 | |||||||
| Loans and advances | 4.4.3 | 27.462 | 49.949 | |||||||
| Tax liabilities | 4.4.4 | 326.351 | 840.618 | |||||||
| Financial liabilities - related party | 4.4.5 | 1.014.852 | 340.000 | |||||||
| Trade and other payables | 4.4.6 | 249.797 | 225.121 | |||||||
| Provision for risks and legal disputes | 4.4.7 | 200.000 | 200.000 | |||||||
| Non-current liabilities | - | 4.933.494 | 3.302.443 | |||||||
| Current Liabilities | 4.5 | |||||||||
| Trade and other payables | 4.5.1 | 3.957.391 | 1.863.460 | |||||||
| Social security and other taxes payable | 4.5.2 | — | 861.863 | |||||||
| Deferred liabilities | 4.5.3 | 1.770.521 | 90.000 | |||||||
| Loans and advances | 4.5.4 | 127.965 | 42.224 | |||||||
| Tax liabilities | 4.5.5 | 695.685 | 144.185 | |||||||
| Short-term borrowings | 4.5.6 | 651 | 78.275 | |||||||
| Current Liabilities | - | 6.552.213 | 3.080.007 | |||||||
| Liabilities and Equity | - | 5.060.903 | 550.765 | |||||||
The accompanying notes are an integral part of these financial statements.
2
Statement of Comprehensive Income (Loss)
| Amounts in euro | Note | (Unaudited) For the Six Months Ended 31.12.2024 | (Unaudited) For the Six Months Ended 31.12.2023 | |||||||
| Revenues | 5 | 4.442.691 | 1.804.843 | |||||||
| Cost of revenues | 6 | (5.584.258 | ) | (1.467.451 | ) | |||||
| Gross profit | - | (1.141.567 | ) | 337.392 | ||||||
| General and administrative expenses | 7 | 1.888.033 | 495.708 | |||||||
| Depreciation and amortization | 8 | 6.017 | 5.726 | |||||||
| Operating loss | - | (3.035.617 | ) | (164.042 | ) | |||||
| Finance costs | 9 | (43.562 | ) | (33.950 | ) | |||||
| Other income | 10 | 830.912 | 230.933 | |||||||
| Profit (loss) before tax | - | (2.248.267 | ) | 32.941 | ||||||
| Provision for income taxes | 11 | — | 13.355 | |||||||
| Profit (loss) during the period | (2.248.267 | ) | 19.586 | |||||||
| Other comprehensive income | ||||||||||
| Items that will not be reclassified to profit or loss | — | — | ||||||||
| Items that may be reclassified to profit or loss | — | — | ||||||||
| Total other comprehensive income | — | — | ||||||||
| Total comprehensive income (loss) during the period | (2.248.267 | ) | 19.586 | |||||||
The accompanying notes are an integral part of these financial statements.
3
Statement of Changes in Shareholders’ Equity
| Amounts in euro | Share capital | First-time adoption reserve | Losses carried forward | Other reserves | Profit (loss) for the year | Total equity | ||||||||||||||||||
| Balance at 30.06.2023 | 620.000 | (258.237 | ) | (2.810.662 | ) | — | (1.396.041 | ) | (3.844.940 | ) | ||||||||||||||
| Allocation of prior year result | — | — | (1.396.041 | ) | — | 1.396.041 | — | |||||||||||||||||
| Profit for the six months ending 31.12.23 | — | — | — | — | 19.586 | 19.586 | ||||||||||||||||||
| Balance at 31.12.2023 - Unaudited | 620.000 | (258.237 | ) | (4.206.703 | ) | — | 19.586 | (3.825.354 | ) | |||||||||||||||
| Balance at 30.06.2024 | 620.000 | (258.237 | ) | (4.206.702 | ) | — | (1.986.746 | ) | (5.831.685 | ) | ||||||||||||||
| Allocation of prior year results | — | — | (1.986.746 | ) | — | 1.986.746 | — | |||||||||||||||||
| Loss for the six months ending 31.12.24 | — | — | — | — | (2.248.267 | ) | (2.248.267 | ) | ||||||||||||||||
| Consideration received related to acquisition | — | — | 1.500.000 | — | 1.500.000 | |||||||||||||||||||
| Transactions with owners | 155.148 | — | — | — | — | 155.148 | ||||||||||||||||||
| Allocation of reserves to share capital | 3,000 | — | — | (3,000 | ) | — | — | |||||||||||||||||
| Capital reduction to cover losses | (755.148 | ) | — | 755.148 | — | — | — | |||||||||||||||||
| Balance at 31.12.24 - Unaudited | 23.000 | (258.237 | ) | (5.438.300 | ) | 1.497.000 | (2.248.267 | ) | (6.424.804 | ) | ||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
Statement of Cash Flows
| Amounts in euro | (Unaudited) For the Six Months Ended 31.12.2024 | (Unaudited) For the Six Months Ended 31.12.2023 | ||||||
| Financial statement, indirect method | ||||||||
| A) Cash flows from current activities (indirect method) | ||||||||
| Profit (loss) during the period | (2.248.267 | ) | 19.586 | |||||
| Income tax | — | 13.355 | ||||||
| Interest payable | 43.562 | 33.950 | ||||||
| 1) Profit (loss) during the period before income tax, interest, dividends and capital gains/losses from conveyances | (2.204.705 | ) | 66.891 | |||||
| Adjustments to non-monetary items that were not offset in the net working capital | ||||||||
| Depreciation and amortization | 190.971 | 88.643 | ||||||
| Provision for expected credit losses | 12.201 | 10.309 | ||||||
| Total adjustments for non-monetary items that were not offset in the net working capital | 203.172 | 98.952 | ||||||
| 2) Cash flow before changing net working capital | (2.001.533 | ) | 165.843 | |||||
| Changes to the net working capital | ||||||||
| Increase in trade and other receivables | (2.223.132 | ) | (307.009 | ) | ||||
| Increase(decrease) in trade and other payables | 2.118.607 | (145.266 | ) | |||||
| Increase(decrease) from prepayments and accrued income | (216.529 | ) | 5.000 | |||||
| Increase from accruals and deferred income | 2.337.523 | 270.790 | ||||||
| Other decreases in net working capital | 2.796 | 6.779 | ||||||
| Total changes to net working capital (A) | 2.019.265 | (169.706 | ) | |||||
| 3) Cash flow after changes to net working capital | 17.732 | (3.863 | ) | |||||
| Other adjustments | ||||||||
| Interest paid | (43.562 | ) | (33.950 | ) | ||||
| Income tax paid | (13.355 | ) | — | |||||
| Total other adjustments | (56.917 | ) | (33.950 | ) | ||||
| Cash flow from current activities | (39.185 | ) | (37.813 | ) | ||||
| B) Cash flows from investments | ||||||||
| Tangible fixed assets | ||||||||
| Payments for property plant and equipment | (9.324 | ) | (4.624 | ) | ||||
| Intangible fixed assets | ||||||||
| Payments for intangible assets | (612.772 | ) | (1.000 | ) | ||||
| Cash flows from investments (B) | (622.096 | ) | (5.624 | ) | ||||
| C) Cash flows from financing activities | ||||||||
| Loan capital | ||||||||
| Proceeds from new loan | 760.593 | 96.456 | ||||||
| Repayment of loan | (100.111 | ) | — | |||||
| Equity | ||||||||
| Proceeds from share capital increase | 655.148 | — | ||||||
| Cash flows from financing activities (C) | 1.315.630 | 96.456 | ||||||
| Increase in liquid assets (A ± B ± C) | 654.349 | 53.019 | ||||||
| Liquid assets at the start of the period | ||||||||
| Bank and post-office deposits | 12.697 | 25.399 | ||||||
| Cash and valuables in hand | 36.799 | 3.932 | ||||||
| Total liquid assets at the start of the period | 49.496 | 29.331 | ||||||
| Liquid assets at the end of the period | ||||||||
| Bank and post-office deposits | 446.461 | 32.923 | ||||||
| Cash and valuables in hand | 104.485 | 49.427 | ||||||
| Restricted cash | 152.899 | — | ||||||
| Total liquid assets at the end of the period | 703.845 | 82.350 | ||||||
The accompanying notes are an integral part of these financial statement.
5
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
1. Corporate Information
Società Sportiva Juve Stabia S.r.l. (“Juve Stabia” or the “Company”) is a limited liability company (società a responsabilità limitata) incorporated and domiciled in Italy, with registered office in Castellammare di Stabia (Naples), Italy. The Company is registered with the Registro delle Imprese di Napoli under registration number 04246411211.
The Company’s principal activity is the management and operation of a professional football club. Juve Stabia participates in national football competitions organized under the authority of the Federazione Italiana Giuoco Calcio (FIGC) and the Lega Italiana Calcio Professionistico (Lega Pro). The Company’s operations include sports-related activities (such as participation in league and cup matches, youth academy development, and player registrations) as well as commercial activities (including sponsorships, advertising, broadcasting rights, ticketing, and merchandising).
The Company’s home matches are played at the Stadio Romeo Menti in Castellammare di Stabia.
2. Basis of preparation and summary of significant accounting policies
2.1 Basis of Preparation and Accounting Policies
These condensed interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting, using the same accounting policies and measurement principles as those applied in the audited IFRS financial statements for the year ended 30 June 2024. They do not include all the disclosures required for full annual financial statements and should therefore be read in conjunction with those statements. All amounts are presented in euro (€), which is the Company’s functional and presentation currency, and are rounded to the nearest unit. The accounting policies applied are consistent with those previously adopted, and there have been no new or amended IFRS standards or interpretations during the six-month period that materially affected the Company’s accounting policies, financial position, or disclosures. Estimates and assumptions used in preparing these condensed interim financial statements are consistent with those applied as of 30 June 2024, and continue to reflect management’s best judgment based on the information available. No foreign currency transactions were undertaken during the period, and accordingly, no exchange gains or losses have been recognized.
6
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.2 Significant estimates
The preparation of the financial statements and related Notes in accordance with IFRS requires management to make estimates, assessments, and assumptions that affect the values of assets and liabilities and the disclosure of contingent assets and liabilities at the reporting date. The estimates, assessments, and assumptions used are based on experience and other factors considered relevant. Actual results may differ from these estimates. The estimates, assessments and assumptions used are based on experience and other factors considered relevant. The actual results may differ from these estimates. Estimates, assessments and assumptions are reviewed periodically, and the effects of any changes are immediately reflected in the income statement or shareholders’ equity in the period in which the estimate is revised. The most significant financial statement items affected by these uncertainties are players’ registration rights (see Note 2.9), deferred taxes (see Note 2.22), provisions for risks and charges (see Note 2.17), and variable bonuses for registered personnel (see Note 2.23). The areas involving significant estimates are:
| ● | Estimation of Intangible assets— see Note 4.1.1 |
| ● | Estimate of Revenues — see Note 5 |
| ● | Estimation of Severance pay (T.F.R), see Note 4.4.1 |
Management does not consider there to be any significant judgments in the preparation of the financial statements. Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.
2.3 Related party disclosure
In accordance with IAS 24, related parties include:
| ● | Shareholders and entities that exercise control or significant influence over the Company. |
| ● | Members of the Board of Directors, key management personnel, and their close family members. |
| ● | Subsidiaries, associates, and jointly controlled entities. |
| ● | Entities in which key management personnel or shareholders hold significant interests. |
7
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.3 Related party disclosure (continued)
Transactions with related parties are carried out under normal market conditions and reflect ordinary business operations of the Company. The balances of the statement of financial position and income statement arising from transactions with related parties are shown separately in the financial statements, if significant, and commented on the following sections of the financial statements:
| ● | Related Party Balances in the Statement of Financial Position –Shareholder loans (non-interest-bearing), see Note no. 4.4.5. |
| ● | Related Party Transactions in the Income Statement –Sponsorships from Related parties, see Note no. 5.2. |
| ● | Key Management Compensation - No loans or advances were granted to members of the Board or management, and no guarantees provided on their behalf. |
Additional Disclosures
| ● | No commitments or contingencies exist in favor of related parties as of 31 December 2024. |
| ● | No transactions have taken place with related parties outside normal business operations. |
| ● | No impairment losses have been recognized on related party receivables. |
2.4 Subsequent events
The Company has obtained from the Italian Football Federation (FIGC) the issuance of the National License for the 2024/2025 sporting season, authorizing participation in the Serie B championship (2nd Division), a category achieved following the remarkable victory of the Serie C tournament, in which the team remained at the top of the standings from the beginning to the end of the season. This significant sporting achievement is a key component supporting the Company’s business continuity, providing a solid foundation for future operational stability.
Subsequent to 31 December 2024 and up to the date of approval of these financial statements, the shareholder XX Settembre S.r.l. has continued to provide the Company with subordinated and interest-free shareholder loans, amounting to a total of €1.076.000.
Further, as of the date of preparation of these financial statements, in order to cover the Company’s losses, waivers by creditors of shareholder loans and capital contributions to cover losses have been executed through a notarial deed dated May 20, 2025. As part of this transaction, the Company increased its share capital in the amount of €1.197.233.
8
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.4 Subsequent events (continued)
The overall results recorded during the initial months of the current financial year are consistent with the Company’s business plan and forecasts. These results further support the assessment of the going concern assumption. For a detailed explanation of the factors supporting the going concern assumption, please refer to the dedicated paragraph in Note 2.8 (or the relevant section of the financial statements).
In addition, on June 20, 2025, Brera Holdings PLC, an Irish company listed on the American NASDAQ completed the acquisition of a 52% equity interest in the Company, pursuant to a Share Purchase Agreement (“the XX Settembre Agreement”) with XX Settembre Holding S.r.l. (the “Seller”) dated December 31, 2024. Subsequent to 31 December 2024, the Company received cash consideration amounting to €1,500,000 and shares of Brera Holdings Class B Ordinary Shares valued at €1,000,000.
2.5 Commitments, Guarantees and Contingent Liabilities
In accordance with the disclosure requirements of IAS 37 – Provisions, Contingent Liabilities and Contingent Assets and IAS 1.117, the Company reports the existence of commitments, guarantees and contingent liabilities not recognized in the Statement of Financial Position.
As of 31 December 2024, the Company had received surety guarantees from third parties, issued in favor of various counterparties to secure specific regulatory and sporting obligations. In particular:
| ● | A surety bond issued by GENERALI ITALIA S.p.A. for €350.000, serving as a guarantee for the Club’s registration in the 2024/2025 Championship. |
| ● | Guarantee received from MPS (escrow agreement) for €611.467 as security for the budget overrun related to the remuneration of registered players for the 2024/2025 season. |
These instruments represent off-balance-sheet commitments and do not meet the recognition criteria for liabilities under IAS 37.10–14, as no present obligation exists at the reporting date. Consequently, no provision has been recognized. Management continuously monitors these guarantees and considers the probability of any cash outflow to be remote.
2.6 Going Concern
The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The directors consider that this basis of preparation is appropriate, considering the Company’s current financial position and forecasts.
The football club achieved promotion to Serie
BKT following the 2023/2024 season and competed professionally in the 2024/2025 season as well as in the current season. This promotion
is expected to significantly boost the club’s finances, with Lega B revenues projected to increase by approximately 20% in the second
Serie B season due to the application of the Self-Regulation Code, which grants higher fund disbursements. The Company also recorded
a substantial €2.5 million gain in July 2025 from the permanent transfer of a player (Andrea Adorante).
9
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.6 Going Concern (continued)
The team’s recent achievement of the promotion play-offs and its current 7th-place standing in the Serie B table are anticipated to further facilitate new sponsorships and an increase in matchday ticket sales. Further, the entry of Brera Holdings PLC, an Irish company listed on the American NASDAQ has significantly strengthened the Company’s assets through capital increases, share premium, and the contribution of NASDAQ-listed securities, ensuring an adequate inflow of fresh capital to cover current needs and progressively reduce debt. Furthermore, the shareholders have committed to providing additional capital contributions, if required, to support the timely payment of multi-year installment plans for tax and social security contributions from prior years, which constitute the Company’s essential total liabilities.
Management prepares an annual budget and longer-term strategic plan, including an assessment of cash flow requirements, and continues to monitor actual performance against budget and plan throughout the reporting period. Based on these factors, including prudent assumptions around the men’s first team’s performance, and with reference to the Company’s balance sheet, existing committed facilities, but also acknowledging the inherent uncertainty of the current economic outlook, Management has concluded that the Company is able to meet its obligations when they fall due for a period of at least 12 months after the date of this report. For this reason, the Company continues to adopt the going concern basis for preparing the annual financial statements.
2.7 Historical Cost
The financial statements have been prepared on a historical cost basis, unless otherwise stated in the notes to the financial statement.
2.8 New and amended standards and interpretations
Accounting standards, amendments, and interpretations published by the IASB, applicable from July 1, 2023:
| ● | Amendments to IFRS 17 Insurance Contracts: The new standard establishes the principles for recognition, measurement, presentation, and disclosure of insurance contracts under IAS/IFRS international accounting standards. The objective of IFRS 17 is to ensure that an entity provides relevant information that faithfully represents such contracts. This information provides users of financial statements with a basis for assessing the effect that insurance contracts have on the entity’s financial position, financial performance, and cash flows. IFRS 17 was issued in May 2017 and applies to annual periods beginning on or after January 1, 2023. |
10
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.8 New and amended standards and interpretations (continued)
| ● | Amendments to IAS 8 Definition of Accounting Estimates: The amendments are intended to clarify how to distinguish between changes in accounting policies and changes in accounting estimates. In order to provide greater guidance, the amendments clarify that the effects on an accounting estimate of a change in an input or valuation technique are changes in accounting estimates, unless they result from the correction of prior period errors. Furthermore, changes in accounting estimates resulting from new information are not corrections of errors. The amendments are effective from January 1, 2023. |
| ● | Amendments to IAS 1 and IFRS Practice Statement 2 Disclosure of Accounting Policies: The amendments are intended to support the decision on which accounting policies to disclose in the financial statements. In this regard: the amendments to IAS 1 - Presentation of Financial Statements require disclosure of information on “relevant” (i.e., material) accounting policies, rather than “significant” ones; the amendments to “IFRS Practice Statement 2 - Making Materiality Judgments” aim to provide guidance on how to apply the concept of materiality to disclosures about accounting policies. Disclosures about accounting policies, as required by IAS 1, are material if, taken together with other information included in the financial statements, they are reasonably expected to influence the decisions that primary users of the financial statements make on the basis of those financial statements. |
| ● | Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction. The document clarifies how deferred taxes should be accounted for on certain transactions that may generate assets and liabilities of equal amount, such as leases and decommissioning obligations. The amendments are effective from January 1, 2023 (early application is permitted). |
| ● | Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback: the document requires the seller-lessee to measure the lease liability arising from a sale and leaseback transaction so as not to recognize any income or loss relating to the retained right of use. The amendments will apply from January 1, 2024, but early application is permitted. |
| ● | Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Noncurrent. The document aims to clarify how to classify debts and other liabilities as current or noncurrent. The amendments are effective from January 1, 2024 (early application is permitted). |
Set out below are the recent IAS/IFRS amendments and interpretations, together with newly issued standards and the related European Union endorsement process.
11
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.8 New and amended standards and interpretations (continued)
The following new standards, amendments and interpretations became mandatorily applicable from 1 January 2024. Based on management’s assessment, they did not have any effect on the Company’s financial statements as of 31 December 2024
| ● | Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback: These amendments specify the requirements that a seller-lessee applies when measuring the lease liability arising in a sale and leaseback transaction. The amendments had no impact on the Company’s financial statements. |
| ● | Amendments to IAS 1 – Classification of Liabilities as Current or Non-current: These amendments clarify the criteria for classifying a liability as current or non-current. Following the publication of the October 2022 amendments, if an entity’s right to defer settlement is conditional upon compliance with specified conditions, such conditions affect the existence of the right at the reporting date if the entity is required to comply with the condition on or before the reporting date, but not if compliance is required after the reporting period. These amendments had no impact on the Company’s classification of liabilities. |
| ● | Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7: These amendments introduce new disclosure requirements in IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures regarding supplier finance arrangements. The amendments had no impact on the Company’s financial statements. |
| ● | IFRS 18 – Presentation and Disclosure in Financial Statements: Issued in April 2024, IFRS 18 replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of the statement of profit or loss. The Company and the Group are currently assessing the impacts of these changes on their financial statements and notes. The standard is applicable for annual periods beginning on or after 1 January 2027. |
| ● | IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments: These amendments clarify the criteria for classification and measurement of financial instruments, including instruments with cash flows linked to ESG-related features, and provide further guidance on derecognition principles when settlement occurs via electronic payments. The amendments are applicable for annual periods beginning on or after 1 January 2026. |
| ● | IFRS 19 – Subsidiaries without Public Accountability: Disclosures: Issued in May 2024, IFRS 19 allows eligible entities to apply reduced disclosure requirements while continuing to apply the recognition, measurement and presentation provisions of other IFRS Accounting Standards. |
12
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.9 Summary of significant accounting policies
Multi-year professional football players’ rights
These consist of intangible assets with a finite useful life equal to the duration of the employment contracts signed with the players. The multi-year rights to players’ services are recognized at cost, including any directly attributable ancillary costs, and, where applicable, adjusted to reflect deferred payments over several years.
With reference to the accounting treatment of fees for services provided to the Company by authorized third parties (FIGC agents), in compliance with sector regulations and within the scope of transactions for the acquisition of multi-year rights to players’ services, it is specified that, in the absence of suspensive conditions (e.g., the player’s continued registration with the Company), such fees are capitalized, as they represent ancillary costs directly attributable to the definitive acquisition of the multi-year right. Conversely, they are recognized in the income statement when they are conditional upon the player’s continued registration with the Company or relate to services provided for the temporary acquisition or disposal (definitive or temporary) of such rights.
Fees for services provided in connection with the renewal of an employment contract are capitalized only when they are not conditional upon the player’s continued registration with the Company. In assessing going concern, the Directors also take into account the possible future financial effects that may arise from the occurrence of conditions linked to such fees.
The multi-year rights to players’ services are amortized on a straight-line basis over the duration of the contracts signed with the individual professional players. The original amortization schedule may be extended in the event of an early renewal of the contract. For players registered as “giovani di serie” (youth players), amortization is carried out over five years on a straight-line basis, while for those registered under an apprenticeship contract, amortization is based on the contractual term itself.
Multi-year rights to players’ services are recognized at the time when control of the right is transferred.
Temporary acquisitions and disposals of players’ rights, where lasting more than 12 months, are accounted for in accordance with IFRS 16. This does not apply in cases where temporary acquisition contracts include clauses providing for a mandatory purchase obligation upon the occurrence of specific events (e.g., the player’s first appearance in a season), which are already considered virtually certain at the transfer date. In such cases, multi-year rights to players’ services are recognized within intangible assets at acquisition cost, including any ancillary charges, and, where applicable, adjusted to reflect deferred payments over several years. Similarly, in cases where temporary disposal contracts include clauses providing for a mandatory transfer obligation upon the occurrence of specific events already deemed virtually certain at the transfer date, the multi-year rights to players’ services are derecognized from non-current assets and, where applicable, the related economic effects are recognized as the difference between the net disposal proceeds and the carrying amount of the asset.
13
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.9 Summary of significant accounting policies (continued)
Where indicators of impairment of multi-year rights to players’ services arise (for example, significant injuries, or market and contractual conditions that effectively prevent the transfer of players no longer aligned with the technical project), the residual carrying amount is written down accordingly.
Impairment of multi-year rights is also recognized when such rights are disposed of after the reporting date but before the approval of the financial statements, at an amount lower than their carrying value, where the terms of such disposals highlight a reduction in the value in use/recoverable amount of the multi-year rights already evident at the reporting date.
2.10 Other Intangible Assets and Leases
Other intangible assets, whether acquired externally or generated internally, are recognized as assets in accordance with IAS 38 (Intangible Assets) when they are controlled by the Company, are expected to generate future economic benefits, and their cost can be measured reliably.
Such assets are measured at acquisition and/or production cost and, if they have a finite useful life, are amortized on a straight-line basis over their estimated useful life, taking into account the expected residual value, and are written down in the presence of impairment losses.
As of 31 December 2024 and 30 June 2024, intangible assets mainly include:
| ● | Software licences |
| ● | Patent rights |
| ● | Multi-year registration rights of professional football players |
Amortization is recorded over the estimated useful lives of the assets as follows:
| o | Software: 5 years |
| o | Patent rights: 5 years |
| o | Player registration rights: over the term of the players’ contracts, usually 3 to 5 years |
14
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.10 Other Intangible Assets and leases (continued)
IFRS 16 Leases establishes the principles for the recognition, measurement, presentation, and disclosure of lease contracts. The standard requires lessees to account for all leases using a single on-balance sheet accounting model, similar to the previous treatment for finance leases under IAS 17. At the commencement date of a lease, the lessee must recognise a lease liability (representing the obligation to make future lease payments) and a Right-of-Use (ROU) asset (representing the right to use the underlying asset over the lease term).
| ● | Lessees are required to recognize interest expense on the lease liability and depreciation expense on the Right-of-Use asset separately in the profit or loss. |
| ● | Lessees must reassess and remeasure the lease liability upon the occurrence of certain events (e.g., a change in the lease term, or a change in future lease payments resulting from a change in an index or rate). The difference from the remeasurement of the lease liability is generally recognized as an adjustment to the Right-of-Use asset. |
IFRS 16 includes two practical expedients (exemptions) that lessees may elect to apply to avoid the full on-balance sheet model:
| 1. | Low-value assets (e.g., personal computers, small office furniture). |
| 2. | Short-term leases (i.e., leases with a term of 12 months or less). |
The Company has not agreements in place that require the IFRS 16 accounting but only one-off rentals (vehicles for the transportation of the team to matches outside the hometown) or short-term leases with a term of less than 12-months.
2.11 Property, Plant and Equipment
Property, plant and equipment are recognized at acquisition and/or production cost, net of accumulated depreciation and any impairment losses. Cost includes all expenses directly incurred to bring the asset to its intended use. Ordinary maintenance and repair costs are charged directly to the income statement in the period in which they are incurred, whereas costs of an incremental nature are capitalized.
Depreciation is calculated on a straight-line basis from the date the asset is available and ready for use, over the estimated useful life of the asset, according to the following rates:
The residual value and useful life of property, plant and equipment are reviewed annually and updated where necessary at each reporting date. Assets are also periodically tested for impairment. When an impairment loss no longer exists or decreases, the carrying amount of the asset is reinstated to its recoverable amount, but not above the amount that would have been determined had no impairment been recognized. The reversal of an impairment loss is recognized in the income statement when it is considered definitive.
15
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.11 Property, Plant and Equipment (continued)
Gains and losses arising from the disposal of property, plant and equipment are recognized in the income statement and determined as the difference between the net disposal proceeds and the carrying amount of the asset.
Where an impairment loss is identified, irrespective of the amortization already recognized, the asset is written down accordingly. If, in subsequent periods, the reasons for the impairment no longer apply, the asset’s carrying amount is reinstated up to its original value, adjusted only for the depreciation/amortization that would have been recorded.
Ordinary maintenance costs are expensed in the period in which they are incurred, while costs that increase the value or extend the useful life of the asset are capitalized and amortized over the remaining useful life of the related asset.
Composition:
The property, plant, and equipment, net, includes
| ● | General plant and machinery |
| ● | Furniture |
| ● | Electronic equipment |
| ● | Equipment |
| ● | Motor vehicles |
Depreciation is calculated on a straight-line basis by applying the following annual rates to the cost of the assets:
| Asset category | Depreciation rate (%) | |||
| Headquarters improvement | 15.00 | % | ||
| General plant and machinery | 15.00 | % | ||
| Equipment | 15.00 | % | ||
| Furniture | 12.00 | % | ||
| Electronic equipment | 20.00 | % | ||
| Motor vehicles | 15.00 | % | ||
16
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.12 Financial Assets
Financial assets classified as security deposits are measured at amortized cost in accordance with IFRS 9 – Financial Instruments, as they are held to collect contractual cash flows and the cash flows represent solely payments of principal and interest (SPPI test).
Financial assets classified at fair value through profit and loss include equity investments in other companies. These instruments are managed on a fair value basis and do not meet the criteria for amortized cost, as their cash flows do not represent solely payments of principal and interest (SPPI test), and the Company has not elected to present changes in fair value through other comprehensive income. Accordingly, they are measured at fair value through profit or loss in accordance with IFRS 9.
2.13 Trade and other receivables
Trade and other receivables are classified and measured in accordance with IFRS 9 – Financial Instruments. They are initially recognized at fair value and subsequently measured at amortized cost, less an allowance for expected credit losses (ECL).
The Company applies the simplified approach permitted by IFRS 9 for measuring ECL, which requires recognition of lifetime expected losses on all trade receivables. Impairment losses are recognized in profit or loss and presented as a deduction from trade receivables.
Regular assessments are carried out to verify whether there is objective evidence that financial assets, either individually or within a group of assets, may have suffered an impairment loss. Where such evidence exists, the impairment loss is recognized as an expense in the income statement for the period. Unless otherwise indicated, the carrying amount approximates fair value.
Expected Credit Loss (ECL) Assessment
As of year-end, management has assessed the recoverability of trade receivables in accordance with IFRS 9 – Financial Instruments. Under IFRS 9, paragraphs 5.5.15–5.5.20, entities are required to apply the Expected Credit Loss (ECL) model for trade receivables. For receivables without a significant financing component, the simplified approach is applied, requiring recognition of lifetime expected credit losses.
In line with IFRS 9.B5.5.35, entities may apply a provision matrix or other practical expedients to estimate ECL. While the Company does not operate a provision matrix based on 30/60/90 day ageing, management has exercised judgment as allowed by IFRS 9.B5.5.17, which requires consideration of forward-looking information and historical loss experience. Based on this assessment, trade receivables outstanding for more than 12 months have been considered unlikely to be recovered and were therefore written off against the allowance for expected credit losses as of 31 December 2024 and 30 June 2024 or allocated against the First time adoption reserve as of July 1, 2022 should be related to prior periods.
Other receivables, though not settled as of the reporting date, are still considered collectible, and thus no additional impairment adjustment has been made. In line with IFRS 9.3.3.1, a financial asset is derecognized when the contractual rights to the cash flows expire or when the asset is no longer enforceable.
17
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.14 Cash and cash equivalents
Cash and cash equivalents include cash on hand, demand deposits, and other short-term, highly liquid investments with original maturities of three months or less, which are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, in accordance with IAS 7 – Statement of Cash Flows. As of 31 December 2024 and 30 June 2024, cash and cash equivalents consist mainly of balances held in current bank accounts.
Restricted cash:
Restricted cash consists of amounts that are not available for general use by the Company due to legal or contractual restrictions. These funds are typically held in escrow and is presented separately from cash and cash equivalents on the statement of financial position when material. The changes in restricted cash are included in the reconciliation of total liquid assets in the statement of cash flows.
Negative balances:
Certain bank current accounts were in overdraft (negative balances) as of 31 December 2024 and 30 June 2024. In accordance with IAS 32 and IAS 7, these negative balances do not meet the definition of cash and cash equivalents and have therefore been reclassified to current liabilities under “Short-term borrowings”. Only positive balances are presented as cash and cash equivalents in the statement of financial position.
2.15 Deferred assets
Deferred assets include deposits, advance payments, and other expenditures that provide future economic benefits extending beyond the current reporting period. These are recognized at cost and represent amounts paid in advance for goods and services to be received in future periods, or refundable security deposits.
| ● | Prepayments are expensed in profit or loss when the related goods or services are received. |
| ● | Deposits are classified as financial assets measured at amortized cost under IFRS 9, as they are held to collect contractual cash flows and the cash flows represent solely payments of principal and interest. |
2.16 Loans and Other Financial Liabilities, Trade Payables and Other Payables
Loans and other financial liabilities, bank overdrafts, trade payables and other payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method. Unless otherwise indicated, the carrying amount approximates fair value.
Liabilities are measured at amortized cost, considering the time factor. Where the contractual interest rate of a transaction is not significantly different from the market rate, the liability is initially recognized at its nominal value, net of directly attributable transaction costs, premiums, discounts and allowances arising from the transaction. Such transaction costs – including ancillary charges for obtaining financing, any fees and commissions, and any difference between the initial and nominal value at maturity – are allocated over the life of the liability using the effective interest method.
18
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.16 Loans and Other Financial Liabilities, Trade Payables and Other Payables (continued)
Where the contractual interest rate of a transaction is significantly different from the market rate, the liability (and the corresponding cost in the case of commercial transactions) is initially recognized at the present value of future cash flows, taking into account directly attributable transaction costs. The discount rate applied to future cash flows is the market rate at the date of initial recognition.
They are initially recognized at fair value and subsequently measured at amortized cost in accordance with IFRS 9 – Financial Instruments, unless another specific IFRS applies. They are presented in accordance with IAS 1 – Presentation of Financial Statements based on their nature and expected timing of settlement.
The carrying amount of liabilities is subsequently reduced by amounts paid, whether principal or interest. The Company considers the effects arising from the application of amortized cost and discounting as immaterial where the maturity of the liabilities is within 12 months, taking into account all contractual and substantive considerations existing at the time of initial recognition, and where the transaction costs and any difference between the initial and nominal value at maturity are not material. In such cases, discounting is omitted, and interest is recognized at nominal value, while transaction costs are capitalized under other intangible assets and amortized on a straight-line basis over the term of the liability as an adjustment to nominal interest expense.
2.17 Provisions
Provisions are recognized only when a present obligation (legal or implicit) exists as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation. Provisions represent the most reliable discounted estimate of the amount required to settle the obligation. The discount rate used to determine the present value of liability reflects current market rates and assessment of the risk specific to each liability.
Contingent liabilities, where the occurrence of an outflow is only possible, are disclosed in the notes without recognizing a provision. Provisions are generally charged to the income statement under the relevant cost categories. Where such direct correlation is not feasible, provisions for risks and charges are recorded in the appropriate income statement captions.
2.18 Revenues and other incomes
Revenue is recognized in accordance with IFRS 15 – Revenue from Contracts with Customers, which requires revenue to be recognized when (or as) the Company satisfies a performance obligation by transferring a promised good or service to a customer. Revenues are measured at the transaction price, which is the amount of consideration the Company expects to be entitled to in exchange for transferring the promised goods or services, excluding VAT and similar indirect taxes. Revenues are presented net of discounts, bonuses, and returns.
19
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.18 Revenues and other incomes (continued)
The Company has identified the following main categories of revenue typical of football sector activities:
| ● | Sponsorship and advertising income – Revenue is recognized over the term of the commercial agreement in line with the performance obligations included within the contract and based on the sponsorship rights enjoyed by the individual sponsor. In instances where the sponsorship rights remain the same over the duration of the contract, revenue is recognized as all the obligations are satisfied evenly over time (i.e. on a straight-line basis). Revenues deriving from the sale of television rights and revenues deriving from the signing of sponsorship contracts must generally be allocated to the year in question according to the so-called “physical time” criterion, i.e. allocating the revenue in exact proportion to the period for which the year is due. In the case of annual contracts with a fixed fee, the consideration will be accounted for in full at the time of issuing the invoice or collection and will be included in the Income Statement for the year in question for the total amount. If the sponsorship contract provides for variable fees linked to the achievement of certain results, during the year, the fees are invoiced or collected for the part of the fixed portion. With regard to the variable part, it should be noted that, if at the end of the year the team has obtained the sporting results provided for in the contract, i.e. the condition precedent to which the recognition of the variable part of the consideration is subject is met, even if this variable portion will constitute income for the year, regardless of whether the relevant invoice has been issued or the related credit has been collected. At the end of the year, a deferred income must be recognized, in the event that an amount of consideration greater than the portion pertaining to the year has been invoiced or collected, or a receivable for invoices to be issued, in the event that during the year an amount of consideration lower than the portion pertaining to the year has been invoiced. |
| ● | Ticketing and matchday income - The balance includes revenues deriving from the sale of tickets and season tickets. Juve Stabia offer single game tickets, group tickets and various full and partial season ticket packages. The football club utilizes a variable and dynamic pricing strategy to manage differences in demand and to help drive attendance and eliminate the perceived difference in value for certain games, which is often exploited in the secondary market. Revenue is recognized when each performance obligation is satisfied i.e. sale of tickets, merchandising etc. |
| ● | Broadcasting/television rights - Represents revenue receivable from all broadcasting contracts. Match revenues, broadcasting rights and media income are recognized with reference to the period in which the performance obligation is satisfied, which coincides with the playing of the match. Season ticket revenues collected at the end of the season preceding the relevant one are deferred and recognized in the income statement on the same basis. |
| ● | Store and merchandising revenues (whether settled in cash or value in kind) - comprises revenue receivable from the licensing and promotion of the Juve Stabia brand through sponsorship and other commercial agreements, including minimum guaranteed revenue. |
20
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.18 Revenues and other incomes (continued)
| ● | Contributions and public grants - The contributions paid to football clubs by the relevant League that is, the official governing body responsible for organizing the championship in which the Club participates (e.g. Lega Pro for Serie C) constitute contributions in an operating account that must be recognized on an accrual basis at the time when the right to the relevant payment is acquired. The settlement of these contributions takes place through the “League c/championship” account, which acts as a “clearing house” of credits and debts between football clubs and the competent League. |
| ● | Player transfer rights – Revenue from the management of player rights arising from the disposal of multi-year rights to players’ services is recognized when control of the transferred right is transferred. Revenue from player management relating to the temporary disposal of multi-year rights to players’ services is recognized at the time of the player’s transfer and is deferred on a pro-rata basis over the relevant period. |
All revenue streams are classified as operating revenues in the statement of profit or loss.
2.19 Costs
Costs are recognized on an accrual basis and recorded net of returns, discounts, allowances and rebates.
2.20 Salaries and Variable Bonuses for Players
Salaries payable to registered personnel are recognized based on the services rendered. Variable remuneration linked to the achievement of team sporting results (such as qualification for European competitions) and/or individual performance (such as number of appearances, goals scored, assists, squad retention (“loyalty bonus”), etc.) is recognized in the income statement when there is a legal or constructive obligation, based on the probable fulfilment of the contractually defined conditions. The Company generally identifies this point in time with the occurrence of the contingent event.
2.21 Finance Income and Expenses
Finance income and expenses are recognized in the income statement on an accrual basis. In particular, interest income and expenses are recognized using the effective interest method, which allocates interest over the relevant period by applying the effective interest rate to the outstanding carrying amount of the financial asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments over the expected life of the financial instrument to the carrying amount of the financial asset or liability.
21
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
2. Basis of preparation and summary of significant accounting policies (continued)
2.22 Income Taxes
Income taxes for the year comprise current and deferred taxes.
Current taxes include all taxes calculated on the Company’s taxable income for the year and are determined on the basis of a reasonable estimate of the tax charges to be paid, in accordance with applicable tax legislation.
Deferred taxes are recognized on temporary differences between the carrying amount of assets and liabilities in the financial statements and their corresponding tax bases, using the tax rates that are expected to apply when the temporary differences reverse. Deferred tax liabilities are generally recognized for all taxable temporary differences, while deferred tax assets are recognized to the extent that it is probable that taxable profits will be available in the future against which deductible temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the assets to be recovered. Deferred taxes are recognized in the income statement, except for those relating to items recognized directly in equity, in which case the related deferred taxes are also recognized in equity.
2.23 Uncertain tax position
As of 31 December 2024, the ordinary statute of limitations for the assessment of IRES (Imposta sul Reddito delle Società – the Italian corporate income tax) and IRAP (Imposta Regionale sulle Attività Produttive – the regional tax on productive activities) has expired for all fiscal years up to and including June 30, 2018. Furthermore, the Company confirms that, as of the date of these financial statements, there are no ongoing tax audits or investigations by any tax authority. Consistent with this position and the effective application of tax law to date, the Company has determined that there are no material uncertain tax positions requiring recognition or disclosure under the mandates of IAS 1 Presentation of Financial Statements and IAS 12 Income Taxes, as guided by the application requirements of IFRIC 23 Uncertainty over Income Tax Treatments.
2.24 Information relating to operating performance by business segment and geographical area (“Segment Information”)
Pursuant to IFRS 8, it should be noted that the Company’s primary business segment is participation in national and international soccer competitions; consequently, the economic and financial components of the financial statements are essentially attributable to this type of activity. Furthermore, all the Company’s activities are carried out at the national level.
22
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
3. Risks Related to Our Business
| ● | Contextual risks – Risks related to general economic conditions |
The Company’s economic, financial and equity situation is influenced by the overall state of the economy. Should the current weakness and uncertainty of the Italian economy persist and/or deteriorate further, the Company’s activities and prospects could be adversely affected, especially with respect to sponsorships, stadium revenues, and other commercial activities aimed at supporters.
| ● | Risks related to the sponsorship market |
Periods of economic weakness and uncertainty may adversely affect the sponsorship market and advertising activities in general, with potential negative impacts on the Company’s economic, financial and equity position.
| ● | Risks related to financial requirements |
The Company’s financial position depends on several factors, including both sporting and economic performance as well as general economic conditions in the industry. In line with its risk management policy, the Company maintains a low level of bank credit lines to avoid or mitigate financial stress. At present, however, the Company relies significantly on funding from its majority shareholder, although in the medium term it aims to reduce such dependence.
| ● | Risks related to the ability to attract and retain human capital |
The achievement of sporting and financial results also depends on the Company’s ability to attract and/or retain high-quality managers, players, and technical staff, which requires salaries in line with the main competitors in the sector. The inability to retain key professionals could negatively impact the Company’s growth prospects.
3.1 Process Risks
| ● | Risks related to participation in sporting competitions |
Economic revenues are significantly affected by the level of competition in which the Company participates; promotion to a higher division or relegation to a lower one has materially positive or negative consequences on the Company’s economic and financial performance.
| ● | Risks related to the transfer market |
The Company’s economic and financial results are also influenced by transactions carried out during the transfer market period. Any difficulties in executing transactions in line with the sporting strategy may negatively affect the Company’s financial position. Like other football clubs, failure to optimize the roster—including the presence of players unwilling to transfer despite not fitting into the technical or strategic plans—can lead to unexpected or excessive costs, amortization, and salaries.
| ● | Risks related to sporting activity |
The Company’s main productive factor is represented by the players’ performances. As such, sporting activity is subject to risks related to players’ physical condition; injuries or accidents may significantly impact the Company’s economic and financial performance at any stage of the season.
| ● | Risks related to digital media |
Despite careful management of relations with the media, the uncontrolled spread of information via digital platforms may adversely affect the image of the Company, its directors, managers, and registered members, with possible negative consequences on its economic and financial situation.
23
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
3. Risks Related to Our Business (continued)
3.1 Process Risks (continued)
| ● | Risks related to stadium management |
The Company plays its home matches in a stadium owned by the Municipal Administration, under an operational agreement for the 2024/2025 sports season. The Company is exposed to risks linked to the stadium structure and surrounding public areas (including parking areas), which may result in unforeseen costs in case of damage or vandalism beyond the Company’s control.
| ● | Risks related to public behavior and strict liability |
Under the principle of “objective liability” in sports regulations, the Company may incur sanctions (sporting and/or financial) for actions committed by its members or supporters. While appropriate procedures have been implemented, external factors may still lead to sanctions (e.g., stadium bans, sector closures) resulting in reduced revenues and extraordinary costs.
| ● | Risks related to unlawful conduct by members |
In line with the principle of objective liability, the Company cannot exclude future sanctions from sports authorities for unlawful conduct by its members beyond the Company’s control, despite measures already implemented to prevent such events.
3.2 Compliance Risks
| ● | Risks related to Financial Fair Play and regulatory requirements |
Football clubs are required to meet economic, financial, and equity parameters to access and remain in national competitions. In Italy, these are governed by the Licenze Nazionali system and, since the 2015/2016 season, by the Financial Fair Play regulations. Compliance with these parameters is necessary to participate in professional championships. Although the Company obtained the Licenza Nazionale for the 2023/2024 season, it cannot be excluded that new or additional requirements may arise in the future, which could require further shareholder support to maintain compliance.
| ● | Risks related to pending disputes |
The Company, with the assistance of its legal advisors, constantly manages and monitors all ongoing disputes, and based on the expected outcome recognizes provisions for risks where necessary.
| ● | Risks related to potential tax litigation |
Given the specific nature of the sector, differing interpretations of certain transactions (including those related to the transfer market) could give rise to future challenges by the Tax Authorities, with potential negative effects on the Company’s economic and financial position.
24
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
3. Risks Related to Our Business (continued)
3.3 Financial Risks (continued)
The main financial risks associated with the ordinary course of Juve Stabia’s operating activities can be summarized as follows:
| ● | Credit risk |
The company has appropriate procedures to minimize this risk exposure. Specifically, money owed by Italian football clubs is guaranteed via the Serie B clearing house mechanism; money owed by foreign football clubs is, in some cases, secured by bank guarantees or other assurances from the counterparty; and money from audiovisual rights contracts is indirectly supported by guarantees given to the Serie B League by the rights’ winners. Unsecured trade receivables are monitored constantly, and the Company manages and assesses collection risks, partly by booking an adequate bad debt provision.
| ● | Risks related to interests on short term borrowing and debt |
The components of financial debt that contribute to determining the financial position as of each fiscal period presented, stem from the balances of short-term borrowing, tax and social contributions long term payback plans (“rateizzi”), medium-term loan subscribed with certain banking institutions. Although all terms (including interest rates) are set forth in the contracts or in the regulation (with regards to the (“rateizzi”), Management constantly monitors the effects that an unexpected and unfavorable change in interest rates could generate on the income statement and on equity.
| ● | Liquidity risk |
Represents the risk that available financial resources may be insufficient to cover maturing obligations. The Company manages liquidity risk by maintaining the overall amount of credit facilities granted by primary banking institutions at a level considered suitable to avoid situations of financial strain and sufficient to meet the needs of operating and investing activities. For further information on credit facilities, please refer to Note 4.5.
4 Comments on the main components of the Statement of the Financial Position
4.1 Non-current assets
As of 31 December 2024 and 30 June 2024, non-current assets amounted to €1.470.705 and €39.580, respectively. Details are as follows:
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Financial assets | 1.007.228 | 7.228 | ||||||
| Intangible assets | 431.755 | 5.396 | ||||||
| Property, plant and equipment (PPE), net | 31.722 | 26.956 | ||||||
| Total Non-current assets | 1.470.705 | 39.580 | ||||||
25
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.1.1 Intangible Assets
The composition of the intangible assets are as follows:
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Capitalized software | 11.824 | 3.263 | ||||||
| National professional football players | 419.931 | 2.133 | ||||||
| Total Intangible Assets | 431.755 | 5.396 | ||||||
As of 31 December 2024 and 30 June 2024, intangible assets amounted to €431.755 and €5.396, respectively. The balance is mainly represented by capitalized software and multi-years players rights.
Capitalized software continues to be amortized on a straight-line basis, with a residual carrying amount of €11.824 and €3.263 as of 31 December 2024 and 30 June 2024, respectively. During the year, new multi-year professional football player’s contracts were also recognized. These are recorded at cost and are amortized over the duration of the respective agreements.
The Company applies impairment testing in accordance with IAS 36. During the six months ended 31 December 2024 and 2023, there is no impairment recognized on multi-year professional football players’ contracts.
| Amounts in euro | Cost | Accumulated Amortization | Net Book Value | |||||||||
| Patent rights and use of intellectual works | 17.800 | (17.800 | ) | — | ||||||||
| Capitalized software | 14.591 | (2.767 | ) | 11.824 | ||||||||
| Multi-years players rights | 603.000 | (184.536 | ) | 418.464 | ||||||||
| “Pierobon Cristian” (player contract) | 2.000 | (783 | ) | 1.217 | ||||||||
| “Candellone Leonardo” (player contract) | 1.000 | (750 | ) | 250 | ||||||||
| Total as of 31.12.2024 | 638.391 | (206.636 | ) | 431.755 | ||||||||
26
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.1.1 Intangible Assets (continued)
| Amounts in euro | Cost | Accumulated Amortization | Net Book Value | |||||||||
| Patent rights and use of intellectual works | 17.800 | (17.800 | ) | — | ||||||||
| Capitalized software | 4.571 | (1.308 | ) | 3.263 | ||||||||
| Multi-years players rights | 413.333 | (413.333 | ) | — | ||||||||
| “Pierobon Cristian” (player contract) | 2.000 | (367 | ) | 1.633 | ||||||||
| “Candellone Leonardo” (player contract) | 1.000 | (500 | ) | 500 | ||||||||
| Total as of 30.06.2024 | 438.704 | (433.308 | ) | 5.396 | ||||||||
4.1.2 Property, Plant and Equipment (PPE)
As of 31 December 2024 and 30 June 2024, the net book value of property, plant and equipment amounted to €31.722 and €26.955. The balance mainly relates to generic plants, furniture, electronic office machines and miscellaneous equipment. During the six months ended 31 December 2024, the Company capitalized headquarters improvements, electronic office machines, and miscellaneous equipment totaling €8.685. Depreciation has been recognized in line with IAS 16 based on the assets’ useful lives. Vehicles are fully depreciated at the reporting date.
The rollforward analysis of PPE as of 31 December 2024 is as follows:
| Amounts in Euro | Cost | Accumulated depreciation | Net book value | |||||||||
| Headquarters improvements | 5.005 | (612 | ) | 4.393 | ||||||||
| Generic plants | 90.442 | (84.827 | ) | 5.615 | ||||||||
| Furniture | 30.309 | (23.842 | ) | 6.467 | ||||||||
| Electronic office machines | 43.884 | (39.069 | ) | 4.815 | ||||||||
| Miscellaneous equipment | 349.395 | (338.963 | ) | 10.432 | ||||||||
| Vehicles | 21.800 | (21.800 | ) | — | ||||||||
| Total PPE as of 31.12.2024 | 540.835 | (509.113 | ) | 31.722 | ||||||||
27
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.1.2 Property, Plant and Equipment (PPE) (continued)
The rollforward analysis of PPE as of 30 June 2024 is as follows:
| Amounts in Euro | Cost | Accumulated depreciation | Net book value | |||||||||
| Headquarters improvements | 2.525 | (208 | ) | 2.317 | ||||||||
| Generic plants | 90.442 | (83.530 | ) | 6.912 | ||||||||
| Furniture | 30.309 | (22.889 | ) | 7.420 | ||||||||
| Electronic office machines | 39.926 | (38.374 | ) | 1.552 | ||||||||
| Miscellaneous equipment | 346.745 | (337.991 | ) | 8.754 | ||||||||
| Vehicles | 21.800 | (21.800 | ) | — | ||||||||
| Total PPE as of 30.06.2024 | 531.747 | (504.792 | ) | 26.955 | ||||||||
4.1.3 Financial Assets
Financial assets amounted to €1.007.228 and €7.228 as of 31 December 2024 and 30 June 2024, respectively and consist entirely of:
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Financial asset at fair value through profit and loss | 1.000.000 | — | ||||||
| Security deposits on lease contracts | 7.228 | 7.228 | ||||||
| Financial assets | 1.007.228 | 7.228 | ||||||
Security deposits on lease contracts includes deposits paid to landlords for the lease of facilities used by the Company.
Pursuant to a Share Purchase Agreement (“the XX Settembre Agreement”) with XX Settembre Holding S.r.l. (the “Seller”), Brera Holdings PLC agreed to acquire a majority ownership interest in Italian Serie B football club Juve Stabia through the Company through share capital and reserve increases in the Company occurring between December 2024 and June 2025. The consideration consists of both payments of cash and issuances of Brera Holdings PLC’s Nasdaq-listed shares in a multi-step process. Financial asset at fair value through profit and loss pertains to the non-cash consideration received from Brera Holdings PLC pursuant to the Share Purchase Agreement dated December 31, 2024. (see Note 4.3.4)
These amounts are classified as non-current assets as they are expected to be recovered after more than twelve months from the reporting date.
28
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.2 Current Assets
As of 31 December 2024 and 30 June 2024, current assets amounted to €3.590.198 and €511.185, respectively, and are composed as follows:
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Trade and other receivables | 2.665.686 | 454.755 | ||||||
| Cash and cash equivalents | 550.946 | 49.496 | ||||||
| Restricted cash | 152.899 | — | ||||||
| Tax assets | 4.138 | 6.934 | ||||||
| Deferred assets | 216.529 | — | ||||||
| Current Assets | 3.590.198 | 511.185 | ||||||
4.2.1 Trade and Other Receivables
As of 31 December 2024 and 30 June 2024, trade and other receivables mainly include trade balances from customers, invoices to be issued (including toward football clubs), advances, amounts due from football institutions (Lega/Sky rights, Lega Pro current account), ticketing channels, INPS reimbursements, and a tax credit (art. 1 DL 66/2014). Balances are measured at amortized cost and presented net of the allowance for expected credit losses.
As of reporting date, management has assessed the recoverability of trade receivables in accordance with IFRS 9 – Financial Instruments. Based on this assessment, trade receivables outstanding for more than 12 months, have been considered prudentially unlikely to be recovered and were therefore written off against the allowance for expected credit losses. Other receivables, though not settled as of the reporting date, are still considered collectible, and thus no additional impairment adjustment has been made. During the six months ended 31 December 2024, the Company recorded an additional allowance for expected credit losses amounting to €12.201 and is recognized in profit and loss. Furthermore, the Company written off allowance for credit losses amounting to €102.473 during the six months ended 31 December 2024. No receivables have been pledged as security for liabilities.
29
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.2.1 Trade and Other Receivables (continued)
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Accounts receivables (gross) | 467.128 | 325.471 | ||||||
| Less: Allowance for expected credit losses – customers | (31.850 | ) | (122.122 | ) | ||||
| Accounts receivables (net) | 435.278 | 203.349 | ||||||
| Receivables from the League | 1.745.204 | 20.212 | ||||||
| Invoices to be issued | 147.200 | 30.906 | ||||||
| Receivables from third parties FPR subscriptions | 144.369 | 0 | ||||||
| Ticket sales points | 86.358 | 10.346 | ||||||
| Miscellaneous advances | 57.978 | 14.319 | ||||||
| Receivables from FIGC | 25.826 | — | ||||||
| INPS for reimbursements | 17.318 | 29.150 | ||||||
| Other receivables | 6.155 | — | ||||||
| Tax credit under art.1 DL 66/2014 | — | 76 | ||||||
| Credit notes to be received from suppliers | — | 34.449 | ||||||
| Invoices to be issued toward football clubs | — | 81.377 | ||||||
| Lega Pro – Championship current account | — | 30.571 | ||||||
| Trade and other receivables | 2.665.686 | 454.755 | ||||||
4.2.2 Cash and Cash Equivalents
As of 31 December 2024 and 30 June 2024, cash and cash equivalents amount to €550.946 and €49.496 respectively. Such balances include cash held at the Company’s premises and available balances with credit institutions. All balances are readily available for use and are not subject to restrictions at the reporting date. Cash and cash equivalents are measured at nominal value, which approximates fair value due to their short-term nature.
30
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.2.2 Cash and Cash Equivalents (continued)
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Cash on hand | 104.485 | 36.799 | ||||||
| Banca di credito cooperativo | 34.057 | 12.114 | ||||||
| Banca di credito cooperativo | 412.404 | — | ||||||
| Banca di Credito Popolare | — | 583 | ||||||
| Total | 550.946 | 49.496 | ||||||
4.2.3 Restricted Cash
As of 31 December 2024 the Company held €152.899 in restricted cash related to an escrow agreement entered into on 9 August 2024. These funds are held by a third-party escrow agent and are restricted for use pursuant to the escrow agreement in Note 2.5.
4.2.4 Tax Assets
As of 31 December 2024 and 30 June 2024, Tax assets amounted to €4.138 and €6.934, respectively. These balances represent amounts recoverable from the tax authorities and mainly consist of withholding tax credits, tax refunds, and receivables recognized under specific law provisions.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Tax authority – 730 withholding tax refunds | 3.078 | 3.078 | ||||||
| VAT on purchases in suspension | 550 | — | ||||||
| Receivables from Tax Authorities – withholding taxes suffered | 434 | 434 | ||||||
| Tax credit under art.1 DL 66/2014 | 76 | — | ||||||
| Law Decree 03/2020 | — | 3.422 | ||||||
| Total Tax Assets | 4.138 | 6.934 | ||||||
4.2.5 Deferred Assets
This account includes advances paid to suppliers for services not yet rendered as of the reporting date. As of 31 December 2024, deferred assets amounted to 216.529, while no such balance was recorded as of 30 June 2024.
31
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.3 Equity
Equity represents the residual interest in the assets of the Company after deducting all liabilities, in accordance with IAS 32.11. Share capital is recognized at the nominal value of shares issued and fully paid.
| ● | Reserves represent amounts set aside from profits or other sources as required by law or by the shareholders’ resolutions. |
| ● | Profits (losses) carried forward represent accumulated results of prior years not distributed to shareholders. |
| ● | Profit (loss) for the year represents the result of the current year as per the statement of profit or loss and other comprehensive income. |
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Share capital | 23,000 | 620.000 | ||||||
| IFRS first-time adoption reserve | (258.237 | ) | (258.237 | ) | ||||
| Other reserves | 1.497.000 | — | ||||||
| Profits (losses) carried forward | (5.438.300 | ) | (4.206.702 | ) | ||||
| Profit (loss) for the year | (2.248.267 | ) | (1.986.746 | ) | ||||
| Total Equity | (6.424.804 | ) | (5.831.685 | ) | ||||
4.3.1 Share capital
The Company’s share capital amounts to €23,000 and is fully subscribed and paid in. Changes in share capital during the six months ended 31 December 2024 includes reduction of share capital used to cover losses amounting to €600,000 and contributions from owners of €3,000 presented in the statement of changes in shareholders’ equity.
There were no changes in the share capital during the six months ended 31 December 2023.
4.3.2 IFRS first-time adoption reserve
This reserve of (€258.237) originates from the transition from Italian accounting standards (OIC) to IFRS as of 1 July 2022, in accordance with IFRS 1 – First-time Adoption of IFRS.
It mainly reflects the derecognition of assets previously recognized under OIC but not eligible under IFRS, including:
| ● | the derecognition of internally generated brand value (€3.700.000) |
| ● | the derecognition of improvements made to the stadium (€1.402.000), which no longer met the definition of an asset due to expired contracts. These adjustments were recognized directly in equity as of the date of transition in accordance with IFRS 1.11. |
32
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.3.2 IFRS first-time adoption reserve (continued)
For the full disclosure of the effects stemming from the adoption of the International Financial Reporting Standards (IFRS 1 – First-time Adoption of IFRS) please refer to the paragraph “12. Transition to IFRS”.
4.3.3 Other reserves
As of 31 December 2024 and 2023, other reserves amounted to €1.497.000 and nil, respectively. This includes cash and non-cash considerations received from Brera Holdings PLC related to the acquisition amounting to €1.500.000 during the six months ended 31 December 2024. These reserves may be utilized to offset future accumulated losses.
During the six months ended 31 December 2024, a portion amounting to €3.000 was reclassified to share capital. The remaining balance continues to be retained to cover potential future losses.
4.3.4 Profits (Losses) carried forward
The amount of (€5.438.300) as of 31 December 2024 represents the accumulated losses from prior periods, carried forward from the previous financial statements prepared under IFRS as of 30 June 2024, net of share capital reduction to cover losses during the period. The amount of (€4.206.702) as of 30 June 2024 represents the accumulated losses from prior years, carried forward from the previous financial statements prepared under IFRS as of 30 June 2023. These include the cumulative effect of prior year results and adjustments made during the transition to IFRS.
4.3.5 Profit (Loss) for the year
The net loss for the six months ended 31 December 2024 and for the year ended 30 June 2024 amounted to (€2.248.267) and (€1.986.746), respectively, as reported in the statement of profit or loss and statement of changes in shareholders’ equity. This amount will be reclassified to “losses carried forward” at the start of the following financial year.
As of the date of preparation of these financial statements, in order to cover the Company’s losses, waivers by creditors of shareholder loans and capital contributions to cover losses have been executed through a notarial deed dated May 20, 2025.
Following the 2023/2024 season, the football team was promoted to Serie BKT, where the Club competed professionally in the 2024/2025 season.
Lega B revenues are set to increase by approximately 20% due to the application of the Serie B Self-Regulation Code, which grants a higher disbursement of funds to clubs in their second season of the Serie B championship.
Furthermore, as of July 2025, the Company recorded a €2.5 million gain from the permanent transfer of a player (Andrea Adorante). The team’s achievement of the promotion play-offs last season, combined with its current 7th-place standing in the Serie B table, is expected to facilitate new sponsorships and an increase in matchday ticket sales as well.
In terms of ownership, BRERA HOLDINGS PLC, an Irish company listed on the American NASDAQ, joined the shareholder structure. This began with a minority share acquisition in December 2024, culminating in a 52% majority stake in the common capital as of 20 June 2025. This entry strengthened the Company’s assets through capital increases, share premium, and the contribution of NASDAQ-listed securities, ensuring an adequate inflow of fresh capital to cover current needs and progressively reduce debt.
The shareholders are also committed to providing further capital contributions, if necessary, to support the timely payment of multi-year installment plans related to prior years’ tax and social security contributions, which constitute the Company’s essential total liabilities.
33
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.4 Non-current Liabilities
Non-current liabilities represent obligations of the Company that are not expected to be settled within twelve months from the reporting date. As of 31 December 2024 and 30 June 2024, the balance mainly comprises the long-term portion of the payback plans related to the income taxes, withholding taxes and social contributions as allowed by the Italian regulation.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Employee benefit obligations | 32.046 | 28.391 | ||||||
| Social security and other taxes payable | 3.082.986 | 1.618.364 | ||||||
| Loans and Advances | 27.462 | 49.948 | ||||||
| Tax liabilities | 326.351 | 840.618 | ||||||
| Financial Liabilities - Related Party | 1.014.852 | 340.000 | ||||||
| Trade and other payables | 249.797 | 225.122 | ||||||
| Provisions | 200.000 | 200.000 | ||||||
| Non-current liabilities | 4.933.494 | 3.302.443 | ||||||
4.4.1 Employee benefit obligations (TFR)
This amount of €32.046 and €28.391 as of 31 December 2024 and 30 June 2024, respectively, represents the Trattamento di Fine Rapporto (TFR), which is a statutory severance benefit payable to employees on termination of employment, as required under Italian labour law.
4.4.2 Social security and other taxes payable
This balance of €3.082.986 and €1.618.364 as of 31 December 2024 and 30 June 2024, respectively, includes mainly debts towards social security institutions (National Social Security Institute, INPS, and National Institute for Insurance - INAIL) and revenue agency (Agenzia delle Entrate – ADE), which are subject to payment plans extending beyond 12 months.
Although such liabilities are generally current, they are classified as non-current because of their long-term settlement schedule.
34
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.4.2 Social security and other taxes payable (continued)
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| INPS installment | 940.071 | 267 | ||||||
| INPS ADR installment 2023 – non-current portion | 515.787 | 556.870 | ||||||
| Tax agency notice 2023 | 362.346 | - | ||||||
| ADE installment 760421 | 336.937 | 234.837 | ||||||
| ADE installment 751007 | 229.337 | 242.882 | ||||||
| ADE write-off 722884 | 199.492 | 233.666 | ||||||
| ADE installment 70982 | 162.949 | 162.949 | ||||||
| Tax agency notice 2024 | 125.504 | — | ||||||
| INAIL seasonal sports 2023/24 – due portion | 82.303 | 82.303 | ||||||
| INAIL contributions payable – 2024/2025 | 78.153 | — | ||||||
| Tax agency notice 2022 | 50.107 | — | ||||||
| INPS installment 21 May 2024 | — | 104.590 | ||||||
| Total Non-current Social Security and Other Taxes Payable | 3.082.986 | 1.618.364 | ||||||
4.4.3 Loans and advances (Bank loan)
As of 31 December 2024 and 30 June 2024, the Company’s financial liabilities include a bank loan obtained under a medium-term financing agreement entered on 23 July 2020 for a total amount of €200.000.
The loan bears interest at a floating rate, determined as 6-month Euribor (360-day basis) plus a spread of 5.5%, with semi-annual repricing and instalment payments over a total term of 72 months. The final maturity date of the loan is 31 July 2026.
As of 31 December 2024 and 30 June 2024, non-current loans amount to €27.462 and €49.948, respectively. These balances relate exclusively to the non-current portion of a mortgage loan with BCC Bank. The Bank loan is a term loan with an interest rate of 5.5% (spread) plus variable interest during the year.
The decrease in the non-current portion compared with the prior year reflects the progressive repayment of the loan according to the contractual amortization schedule.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Loans and advances | 27.462 | 49.948 | ||||||
35
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.4.4 Tax liabilities
The balance of €326.351 and €840.618 comprises debts towards tax authorities, including IRPEF withholdings on salaries and professionals, VAT (IVA) payables, and other direct and indirect taxes.
Although these are typically classified as current, they are presented as non-current because they are covered by long-term payment agreements with the tax authorities.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Withholding installments (2021–2022, various) | 176.284 | 199.676 | ||||||
| IRAP tax payable | 119.690 | — | ||||||
| VAT installments (2022, various) | 30.377 | 35.920 | ||||||
| TFR tax installment – non-current portion | — | 8.657 | ||||||
| Tax Authority – severance pay withholding | — | (312 | ) | |||||
| Inevitable VAT offset – Q3 2023 | — | 112.326 | ||||||
| VAT installment 1st quarter 2023 | — | 64.449 | ||||||
| VAT ADR installment 2021 – non-current portion | — | 119.926 | ||||||
| VAT irregularity notice Q4 2022 – non-current portion | — | 33.405 | ||||||
| VAT 2024 | — | 196.665 | ||||||
| VAT April 2023 | — | 69.906 | ||||||
| Total Non-current Tax Liabilities | 326.351 | 840.618 | ||||||
4.4.5 Financial liabilities – (Loans from shareholders – related party)
Financial liabilities as of 31 December 2024 and 30 June 2024 amounting to €1.014.852 and €340.000, respectively. Represents debt towards shareholders (Soci c/finanziamenti postergati ed infruttiferi). These debts do not have established due date, are interest-free, subordinated to bank borrowings and will become payable only subsequent the full payment of all the other creditors.
36
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.4.6 Non-current trade and other payables
As of 31 December 2024 and 30 June 2024, non-current trade and other payables amount to €249.797 and €225.121, respectively. This account mainly includes amounts payable to public bodies such as the Comune (Municipality) for the use of the stadium and to the Lega (League). These balances are long overdue and are being settled on multi-year payment plans, hence classified as non-current in accordance with IAS 1.74.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Due to Municipality – settlement non-current | 239.541 | 213.655 | ||||||
| Debts to other parties | 10.256 | 11.467 | ||||||
| Total Non-Current trade and Other Payables | 249.797 | 225.122 | ||||||
4.4.7 Provision for risks and legal disputes
As of 31 December 2024 and 30 June 2024, the Company has recognized a provision for risks and legal disputes of €200.000 mainly related to alleged commissions claimed by certain agents..
4.5 Current Liabilities
Current liabilities represent obligations expected to be settled within twelve months from the reporting date.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Trade and other payables | 3.957.391 | 1.863.460 | ||||||
| Social security and other taxes payable | — | 861.863 | ||||||
| Deferred liabilities | 1.770.521 | 90.000 | ||||||
| Loans and advances | 127.965 | 42.224 | ||||||
| Tax liabilities | 695.685 | 144.185 | ||||||
| Short-term borrowings | 651 | 78.275 | ||||||
| Total Current Liabilities | 6.552.213 | 3.080.007 | ||||||
37
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.5.1 Trade and other payables
As of 31 December 2024 and 30 June 2024, the current portion of trade and other payables amounted to €3.957.391 and €1.863.460, respectively. This account includes trade payables to suppliers for goods and services received during the period, as well as amounts due to other third parties such as collaborators, multi-year professional football players, and service providers.
As of 31 December 2024 and 30 June 2024, the amount totaling €755.618 and €640.013, respectively, relates specifically to payables to suppliers.
| Amounts in euro | (Unaudited) 31.12.2024 | 30.06.2024 | ||||||
| Payables to FIGC for Series B championship participation fees | 1.557.936 | — | ||||||
| Payables to the league for Serie B player transfers | 426.586 | — | ||||||
| Advances from customers | 14.325 | 309.800 | ||||||
| Credit notes to be issued | — | 5.000 | ||||||
| Agreements / withholdings for football players | 23.985 | 23.985 | ||||||
| EST Fund (solidarity fund) | 540 | 108 | ||||||
| Collaborators – remuneration payable account | 15.104 | 21.364 | ||||||
| Employees – salaries payable | 27.861 | 26.773 | ||||||
| Professional Football players – salaries payable | 769.907 | 692.129 | ||||||
| Suppliers | 755.618 | 640.013 | ||||||
| Invoices to be received from third-party suppliers | 191.529 | 50.157 | ||||||
| Sports agency service payable | 174.000 | — | ||||||
| Payables to third parties | — | 94.131 | ||||||
| Total Current Trade and Other Payables | 3.957.391 | 1.863.460 | ||||||
38
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.5.2 Social security and other taxes payable
As of 31 December 2024 and 30 June 2024, the social security and other taxes payable amounted to nil and €861.863, respectively. The account includes amounts payable to INPS, INAIL and other social security institutions, as well as other minor taxes and contributions, which are expected to be settled within the next 12 months.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Tax authority – withholdings on self-employed income | — | 27.071 | ||||||
| Tax authority – withholdings on employee income | — | 369.462 | ||||||
| INPS installment 19.06.2023 | — | 2.866 | ||||||
| End-of-career indemnity | — | 41.272 | ||||||
| INPS | — | 421.192 | ||||||
| Total Social Security and Other Taxes Payable | — | 861.863 | ||||||
4.5.3 Deferred liabilities
The amount of €1.770.521 and €90.000 as of 31 December 2024 and 30 June, 3024, respectively, includes accruals and other liabilities for services already received but not yet invoiced as of the reporting date. They are recognized on an accrual basis in line with IAS 1.55 and IAS 37.11.
4.5.4 Loans and advances
As of 31 December 2024 and 30 June 2024, current loans and borrowings amounted to €127.965 and €42.224, respectively. These balances include the current portion of the BCC mortgage, repayable within the next twelve months, and the advances received for web tickets and subscriptions. Details are as follows:
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| BCC mortgage – current portion | 44.179 | 42.224 | ||||||
| Other loans and advances | 83.786 | — | ||||||
| Total Loans and Advances | 127.965 | 42.224 | ||||||
The loan is recognized at amortized cost, and the carrying amount approximates its fair value. The Group has been meeting all repayment obligations in accordance with the agreed schedule.
39
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.5.5 Tax liabilities
As of 31 December 2024 and 30 June 2024, Tax liabilities within current liabilities mainly include amounts payable to the tax authorities in relation to income taxes (IRAP), withholding taxes on employees and professionals, and value-added tax (VAT). These balances also include various tax installments and settlements arising from past periods, as well as irregularity notices received from the tax authority.
The main items are:
| ● | IRAP payable and related installments; |
| ● | Withholding tax installments for employees and consultants, relating to different fiscal months of 2023 to 2024; |
| ● | VAT payables, including annual VAT payable for 2024, periodic VAT installments for 2022 and 2023, and VAT irregularity notices; |
| ● | Other tax installments and settlements, such as TFR tax installments, regional and municipal surtax payable, and VAT ADR settlement plans. |
These liabilities are classified as current since they are expected to be settled within 12 months after the reporting date and are recognized at nominal value, which approximates their fair value.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Withholding installments | 385.833 | 3.352 | ||||||
| VAT payable 2023/24 | 288.772 | 127.938 | ||||||
| TFR tax installment – current portion | 19.894 | — | ||||||
| Regional surtax payable | 1.043 | — | ||||||
| Municipal surtax payable | 143 | — | ||||||
| VAT irregularity notices (Q4 2022 & Q1 2022) | — | 20.043 | ||||||
| Tax authority – VAT settlement | — | 1.100 | ||||||
| Tax authority – IRAP | — | (8.248 | ) | |||||
| Tax Liabilities | 695.685 | 144.185 | ||||||
40
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
4 Comments on the main components of the Statement of the Financial Position (continued)
4.5.6 Short-term borrowings
As of 31 December 2024 and 30 June 2024, the Group reported negative bank balances totaling €651 and €78.275. These balances primarily relate to current account overdrafts with Cooperative Credit Bank and Banca Popolare di Bari. Overdrafts are repayable on demand and are classified within current liabilities.
| Amounts in euro | 31.12.2024 | 30.06.2024 | ||||||
| Cooperative Credit Bank | 651 | 78.089 | ||||||
| Banca Popolare di Bari | — | 186 | ||||||
| Total | 651 | 78.275 | ||||||
5. Revenues
All revenue streams are classified as operating revenues in the statement of profit or loss.
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Ticketing | 569.584 | 382.442 | ||||||
| Revenue from Contributions | 1.604.638 | 180.084 | ||||||
| Revenue from Store | 43.362 | 24.947 | ||||||
| Revenue from Television rights | 451.000 | — | ||||||
| Sponsorships | 1.574.607 | 1.148.060 | ||||||
| Other incomes | 199.500 | 69.310 | ||||||
| Revenues | 4.442.691 | 1.804.843 | ||||||
5.1 Sponsorships
Sponsorship income amounted to €1.574.607 and €1.148.060 for the six months ended 31 December 2024 and 2023, respectively. Balances relate to commercial agreements with third-party sponsors for brand visibility (clothing, equipment, or other) in exchange for visibility and marketing and communication rights or promotional activities during the football season.
Revenue is recognized over time during the contractual period, in line with the provision of the promotional services, in accordance with IFRS 15.35(b).
41
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
5. Revenues (continued)
5.2 Sponsorships – Related party
This account pertains to revenues from sponsorship agreements with affiliates of Brera Holdings PLC and are disclosed in accordance with IAS 24 – Related Party Disclosures. These contracts were executed under arm’s length conditions and contributed to the overall sponsorship income. There were no revenue recognized from sponsorship agreements with related parties for the six months ended 31 December 2024 and 2023.
5.3 Ticketing
Ticketing revenues represent income from:
| ● | Matchday ticket sales for the home and away matches, |
| ● | Season ticket subscription, and |
| ● | Stadium access charges. |
Revenue from single-match tickets is recognized at the time the match is played, as this is when the performance obligation is satisfied. Season ticket revenue is recognized on a straight-line basis over the relevant season in accordance with IFRS 15.35(a).
Ticketing revenue, amounting to €569.584 and €382.442 for the six months ended 31 December 2024 and 2023, respectively, reflects income from both season ticket subscriptions and single-match ticket sales during the reporting period.
5.4 Gain on Player Transfer Rights
Revenues were recognized from the transfer of players’ registration rights to other clubs during the reporting year. The gain was recognized at the point when control over the registration rights passed to the acquiring clubs, in line with IFRS 15 – Revenue from Contracts with Customers. No gain has been recognized for the six months ended 31 December 2024 and 2023.
5.5 Revenue from Television Rights
Finance costs are recognized in accordance with IFRS 9 – Financial Instruments and IAS 23 – Borrowing Costs. They include interest and similar charges incurred in connection with bank loans, shareholder loans, credit facilities, and other financial liabilities.
Finance costs are recognized on an accrual basis using the effective interest method and are presented separately from operating expenses. Borrowing costs directly attributable to qualifying assets are capitalized; all others are expensed as incurred.
Television rights revenues amounted to €451.000 and nil for the six months ended 31 December 2024 and 2023 and represent the Group’s share of broadcasting income distributed by the league.
42
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
5. Revenues (continued)
5.6 Revenue from Contributions
This item mainly includes public contributions and institutional funding received to support the activities of the Club, such as:
| ● | Contributions from the Italian Football Federation (FIGC) or Lega Pro, |
| ● | Government or regional grants linked to sports development or youth programs. |
These amounts are recognized as other operating income when there is reasonable assurance that the conditions attached to the contributions are met, in accordance with IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance. They are presented as revenue in the income statement as they relate to the ordinary activities of the Club.
Contributions received from football institutions and governing bodies totaled €1.604.638 and €180.084 for the six months ended 31 December 2024 and 2023, including solidarity funds and other institutional support mechanisms.
5.7 Revenue from Store
This item includes sales of official merchandise and other products through the Club’s physical and online stores.
Revenue is recognized at the point in time the goods are delivered to the customer, in line with IFRS 15.38, when control of the goods passes to the buyer.
Merchandise sales from the official store and online channels generated revenues of €43.362 and €24.947 for the six months ended 31 December 2024 and 2023, respectively.
5.8 Other Incomes
This item includes various other operating revenues not classified in the categories above, such as:
| ● | Development bonuses received from other clubs as part of player loan agreements, representing bonuses linked to the sporting use and development of the player during the loan period |
| ● | training compensations and solidarity contributions related to the training of youth players |
| ● | release fees, penalties or contract termination settlements received from other clubs or counterparties |
| ● | Insurance recoveries and other ancillary income |
Development bonuses are recognized in accordance with IFRS 15.56–58 when the underlying conditions are satisfied (i.e. when the player has been used and the agreed performance conditions have been met), and when it is highly probable that the amount will not be reversed.
Other revenues amounted to €199.500 and €69.310 for the six months ended 31 December 2024 and 2023 and mainly include ancillary income such as conditional enhancement bonus recovery of expenses, minor services provided, and miscellaneous receipts.
43
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
6. Cost of Revenues
Cost of revenues includes all direct costs incurred in generating the Company’s revenues, including costs for sporting activities, players, match operations, and other directly attributable items.
For the six months ended 31 December 2024 and 2023, the cost of revenues amounted to €5.584.258 and €1.467.451, respectively. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Salaries and social security contributions | (4.823.284 | ) | (832.300 | ) | ||||
| Sports equipment | (254.175 | ) | (342.537 | ) | ||||
| Transportation costs | (64.543 | ) | (19.298 | ) | ||||
| Accommodation | (61.671 | ) | (2.000 | ) | ||||
| Ticketing | (7.972 | ) | (47.018 | ) | ||||
| Amortization costs | (184.954 | ) | (82.917 | ) | ||||
| Other cost of revenues | (173.123 | ) | (133.653 | ) | ||||
| Advertising | (6.188 | ) | — | |||||
| Operating and administrative expenses | (2.002 | ) | — | |||||
| Insurance | (6.346 | ) | (7.728 | ) | ||||
| Total Cost of revenues | (5.584.258 | ) | (1.467.451 | ) | ||||
6.1 Ticketing
Ticketing includes direct costs related to the organization and management of home matches, such as ticket printing, ticketing platform fees, and stewarding staff directly related to ticketed events. Recognized in the period in which the match takes place. These total costs relating to ticketing amount to €7.972 and €47.018 for the six months ended 31 December 2024 and 2023. Decrease mainly stems from the fact that during the six months ended 31 December 2023, and during season 2023/2024 the team played the most critical matches at home and was eventually promoted to Serie B at the end of the season, which increased the sales of tickets. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Ticketing and gate services – First team | (7.320 | ) | (47.018 | ) | ||||
| Ambulance services | (652 | ) | — | |||||
| Total Ticketing | (7.972 | ) | (47.018 | ) | ||||
44
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
6. Cost of Revenues (continued)
6.2 Sports Equipment
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Sports equipment – First team | (250.767 | ) | (342.537 | ) | ||||
| Field sports equipment | (3.408 | ) | — | |||||
| Total Sports equipment | (254.175 | ) | (342.537 | ) | ||||
Comprises purchases of technical apparel, training gear, match kits, and other materials used by the first team and youth teams. The total costs related to sports equipment amounted to €254.175 for the six months ended 31 December 2024 compared to €342.537 for the six months ended December 31, 2023. The variance mainly reflects the conclusion of prior-year supply contracts and cost efficiencies achieved in the 2023/2024 sporting season.
6.3 Salaries and social security contributions
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Salaries – Registered players (First team) | (4.095.865 | ) | (675.244 | ) | ||||
| Social security contributions – Players and coaches | (727.419 | ) | (157.056 | ) | ||||
| Total Salaries and social security contributions | (4.823.284 | ) | (832.300 | ) | ||||
These costs primarily include remuneration, bonuses, and contractual obligations owed to registered players and technical staff of the first team, together with the related social security and welfare contributions required under applicable employment and sports regulations.
Expenses are recognized on an accrual basis, in accordance with IAS 19 – Employee Benefits and IFRS 15, reflecting the period during which the players and staff provide their services to the Club.
Salaries and social security contributions amounted to €4.823.284 for the six months ended 31 December 2024 compared to €832.300 for the six months ended 31 December, 2023.
45
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
6. Cost of Revenues (continued)
6.4 Accommodation and Transportation
The total costs for the Accommodation and Transportation amounted to €126.214 and €21.298 for the six months ended 31 December 2024 and 2023, respectively.
Details of transportation costs are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Travel and transfers | (54.068 | ) | (17.062 | ) | ||||
| Telephone expenses | (5.849 | ) | (1.665 | ) | ||||
| Tolls and parking | (2.166 | ) | (571 | ) | ||||
| Transportation expenses | (369 | ) | — | |||||
| Employee travel expenses | (1.121 | ) | — | |||||
| Miscellaneous expenses – Youth sector | (970 | ) | — | |||||
| Total Transportation costs | (64.543 | ) | (19.298 | ) | ||||
These costs mainly include travel and transfer expenses incurred by the first team and staff for away matches, training camps, and other sporting activities, together with related logistical and communication costs such as transportation, tolls, parking, and mobile communication expenses.
The increase compared to the prior year is primarily attributable to the higher number of away matches played during the 2023/2024 football season, as well as expanded youth sector activities and related travel.
Details of accommodation costs are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Board/accommodation – Managers match locations | (1.394 | ) | (2.000 | ) | ||||
| Hotels and restaurants | (58.714 | ) | — | |||||
| Board/accommodation – Managers and employees | (290 | ) | — | |||||
| Board/accommodation – Youth sector | (1.273 | ) | — | |||||
| Total Accomodation | (61.671 | ) | (2.000 | ) | ||||
46
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
6. Cost of Revenues (continued)
6.4 Accommodation and Transportation (continued)
These costs mainly include hotel, restaurant, and board expenses incurred for the first team, technical staff, and youth sector in connection with away matches, training camps, and other sporting events. They also cover meal and lodging expenses for managers and employees involved in sporting activities or team travel. The total costs for the Accommodation amounted to €61.671, for the year ended 31 December 2024, and €2.000 for the year ended and 31 December , 2023.
6.5 Insurance
These insurance costs cover insurance premiums related to player injury protection and general team coverage. The increase is reflected in updated coverage terms and higher insured player values. The total costs for the Insurance amounted to €6.346 and €7.728 for the six months ended 31 December 2024 and 2023, respectively. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Team property insurance – First team | (3.400 | ) | (4.768 | ) | ||||
| Various insurance policies | (2.120 | ) | (2.418 | ) | ||||
| Bus insurance | (826 | ) | (542 | ) | ||||
| Total Insurance | (6.346 | ) | (7.728 | ) | ||||
6.6 Loan of Players
The loan of players refers to amounts paid for temporary player loan agreements and associated fees during the reporting period. No costs were incurred during the six months ended 31 December 2024 and 2023.
47
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
6. Cost of Revenues (continued)
6.7 Other Costs of Revenues
This line includes additional match-related expenses such as medical purchases, consumables, pre-season training camp costs, and other direct costs incurred in connection with football operations. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Training camps | — | (45.967 | ) | |||||
| Various match organization costs | — | (25.874 | ) | |||||
| Miscellaneous expenses | (2.752 | ) | (22.515 | ) | ||||
| Percentages to guest teams – championship matches | — | (12.820 | ) | |||||
| Flat reimbursements – Registered athletes | (5.000 | ) | (8.050 | ) | ||||
| Legal, consulting, and financial audit fees | (34.691 | ) | (7.800 | ) | ||||
| Temporary transfer of players (loans) | — | (7.500 | ) | |||||
| Purchase of medicines | (287 | ) | (2.580 | ) | ||||
| Maintenance and repair – facilities | (430 | ) | (450 | ) | ||||
| Purchase of orthopaedic and health materials | (2.313 | ) | (97 | ) | ||||
| Purchase of consumables | (1.863 | ) | — | |||||
| Telematics services | (2.198 | ) | — | |||||
| Banking fees and commissions | (9.510 | ) | — | |||||
| Shipping costs | (430 | ) | — | |||||
| Service provisions | (66.277 | ) | — | |||||
| International match organization | (884 | ) | — | |||||
| Travel for Italian Cup matches – First team | (14.275 | ) | — | |||||
| Stadium services expenses | (1.148 | ) | — | |||||
| Miscellaneous operating expenses – First team | (10.000 | ) | — | |||||
| Medical expenses – Players | (2.692 | ) | — | |||||
| Purchase of assets under €516.46 | (3.910 | ) | — | |||||
| Signage and printing | (7.296 | ) | — | |||||
| Purchase of maintenance materials | (122 | ) | — | |||||
| Purchase of water and beverages | (7.045 | ) | — | |||||
| Total Other cost of revenues | (173.123 | ) | (133.653 | ) | ||||
48
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
6. Cost of Revenues (continued)
6.8 Amortization of Multi-year Football Players’ Rights
Represents the systematic amortization of capitalized player registration rights over the contractual period of the players, in accordance with IAS 38 – Intangible Assets. This cost reflects the consumption of the economic benefits embodied in player contracts during the season. The amortization costs related to the Multi-year Professional Football Players’ Registration Rights amounted to €184.954 and €82.917 for the six months ended 31 December 2024 and 2023, respectively. The increase is primarily due to the capitalization of new player registration rights acquired during the 2023/2024 football season, which led to a higher amortization expense during the six months ended 31 December 2024. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Amortization of player registration rights | (184.954 | ) | (82.917 | ) | ||||
| Amortization of multi-year deferred costs | — | — | ||||||
| Total Amortization costs | (184.954 | ) | (82.917 | ) | ||||
6.9 Advertising
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Purchase of advertising materials | (6.188 | ) | — | |||||
| Total Advertising | (6.188 | ) | — | |||||
This line includes purchases of advertising and promotional materials used for marketing initiatives, sponsorship visibility, and merchandising campaigns carried out during the football season.
The advertising costs amount to €6.188 and nil for the six months ended 31 December 2024 and 2023, respectively.
49
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
6. Cost of Revenues (continued)
6.10 Operating and administrative expenses
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Stamp values | (2 | ) | — | |||||
| Legal disputes – Settlements | (2.000 | ) | — | |||||
| Total Operating and administrative expenses | (2.002 | ) | — | |||||
This category includes general administrative charges such as stamp duties, legal expenses, and settlement costs arising from disputes and other operating matters. The operating and administrative expenses amount to €2.002 and nil for the six months ended 31 December 2024 and 2023, respectively.
7. General and Administrative Expenses
General and administrative expenses represent indirect operating costs incurred in the ordinary course of business to support the overall management and administration of the Company.
All amounts are presented net of VAT and similar indirect taxes.
For the six months ended 31 December 2024 and 2023, general and administrative expenses amounted to €1.888.033 and €495.708, respectively, broken down as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Salaries and social security contributions | (301.878 | ) | (172.420 | ) | ||||
| Operating and administrative expenses | (1.404.127 | ) | (279.198 | ) | ||||
| Rental expenses | (169.389,00 | ) | (33.781 | ) | ||||
| Provision for expected credit losses | (12.201 | ) | (10.309 | ) | ||||
Penalties and fines | (438 | ) | — | |||||
| Total General and administrative expense | (1.888.033 | ) | (495.708 | ) | ||||
50
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
7. General and Administrative Expenses (continued)
7.1 Salaries and social security contributions
Salaries and social security contributions, amounting to €301.878 and €172.419 for the six months ended 31 December 2024 and 2023, respectively, represent the remuneration of administrative personnel, managers and other non-sporting staff, together with the related social security charges (INPS, INAIL and other applicable contributions). These costs are recognized on an accrual basis over the period of service in accordance with IAS 19 – Employee Benefits. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Salaries – Staff and employees | (88.446 | ) | (69.265 | ) | ||||
| INAIL contributions | (78.153 | ) | (41.152 | ) | ||||
| Career-end fund contributions | (105.944 | ) | (30.708 | ) | ||||
| Social security contributions – Other employees | (26.374 | ) | (18.590 | ) | ||||
| Disputes with registered players | — | (7.000 | ) | |||||
| TFR (employee severance) provision – other staff | (2.541 | ) | (5.505 | ) | ||||
| FONDO EST contribution | (420 | ) | (200 | ) | ||||
| Total Salaries and social security contributions | (301.878 | ) | (172.420 | ) | ||||
7.2 Rental expenses
Rental expenses amounted to €169.389 and €33.781 for the six months ended 31 December 2024 and 2023, respectively. This account relates to the costs for leasing office premises, storage spaces and other facilities used for administrative and organizational purposes. These costs are recognized as operating lease expenses in accordance with IFRS 16, as they relate to short-term or low-value leases that are expensed on a straight-line basis over the lease term.
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Various rentals | (28.897 | ) | (29.774 | ) | ||||
| Passive rents and leases | (20.280 | ) | (4.007 | ) | ||||
| League LED rental | (58.000 | ) | — | |||||
| Field/stadium rentals | (62.212 | ) | — | |||||
| Total Rental expenses | (169.389 | ) | (33.781 | ) | ||||
51
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
7. General and Administrative Expenses (continued)
7.3 Impairment of receivables
The Company recognized impairment losses on receivables for €12.201 and €10.309 for the six months ended 31 December 2024 and 2023, respectively, which reflect the estimated uncollectible portion of trade and other receivables not directly related to revenue-generating activities. The estimate was made in accordance with IFRS 9 – Financial Instruments, applying the expected credit loss (ECL) model and considering the historical experience of recoverability, the age of the receivables, and other forward-looking information.
7.4 Penalties and fines
Penalties and fines amounted to €438 and nil for the six months ended 31 December 2024 and 2023, respectively, refer mainly to administrative and tax-related penalties imposed by regulatory bodies and tax authorities. These amounts are recognized as expenses in the period in which the obligation arises, in accordance with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets.
52
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
7. General and Administrative Expenses (continued)
7.5 Operating and administrative expenses
Operating and administrative expenses amounted to €1.404.127 and €279.198 for the six months ended 31 December 2024 and 2023, respectively. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Extraordinary charges | (453.786 | ) | (97.357 | ) | ||||
| Technical consultancy | (84.504 | ) | (82.583 | ) | ||||
| Youth sector competition registration fees | (1.490 | ) | (22.500 | ) | ||||
| Fees to collaborators | — | (14.920 | ) | |||||
| Fines – League matches | (17.500 | ) | (14.300 | ) | ||||
| Board/accommodation for matches and training – First team | (78.894 | ) | (10.683 | ) | ||||
| Cleaning expenses | (28.754 | ) | (8.613 | ) | ||||
| Tax debt penalties | (18.836 | ) | (6.774 | ) | ||||
| Legal expenses | (33.051 | ) | (5.578 | ) | ||||
| External consultant fees | (12.999 | ) | (4.100 | ) | ||||
| Costs for sports agent contracts | (174.000 | ) | (4.000 | ) | ||||
| Fire department services | (10.276 | ) | (2.997 | ) | ||||
| Various services | (60 | ) | (2.658 | ) | ||||
| Stationery and printed materials | (1.147 | ) | (779 | ) | ||||
| Non-deductible costs | (506 | ) | (348 | ) | ||||
| Fuel and lubricants | (587 | ) | (324 | ) | ||||
| Social security debt penalties | (20.538 | ) | (304 | ) | ||||
| Fines and penalties | (396 | ) | (200 | ) | ||||
| Stamp duty | (169 | ) | (102 | ) | ||||
| Representation expense | (1.018 | ) | (78 | ) | ||||
| Passive rounding differences | (19 | ) | — | |||||
| Rounding differences – EURO | (12 | ) | — | |||||
53
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
7. General and Administrative Expenses (continued)
7.5 Operating and administrative expenses (continued)
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Cup taxes | (25.886 | ) | — | |||||
| Serie B parachute payment | (73.529 | ) | — | |||||
| Third-party garnishments | (77.828 | ) | — | |||||
| SIAE rights | (222 | ) | — | |||||
| First team league registration fees | (115.000 | ) | — | |||||
| Miscellaneous reimbursements | (550 | ) | — | |||||
| Enhancement-related charges | (13.500 | ) | — | |||||
| Appeal and complaint fees – FIGC and League | (620 | ) | — | |||||
| Newspapers and magazines | (450 | ) | — | |||||
| Administrative fees – Associations | (600 | ) | — | |||||
| Fines – Italian Cup matches | (2.000 | ) | — | |||||
| Solidarity contributions | (11.101 | ) | — | |||||
| Vehicle services | (1.355 | ) | — | |||||
| Advertising and promotion | (320 | ) | — | |||||
| Software services | (10.017 | ) | — | |||||
| Services on match-day revenues | (1.255 | ) | — | |||||
| Services on subscription revenues | (54.029 | ) | — | |||||
| Pitch and stadium maintenance | (17.256 | ) | — | |||||
| Screen printing work | (18.781 | ) | — | |||||
| Specific training expenses | (8.000 | ) | — | |||||
| Steward service | (26.680 | ) | — | |||||
| Security services | (6.361 | ) | — | |||||
| Gas, methane, and water | (235 | ) | — | |||||
| Discounts granted | (10 | ) | — | |||||
| Total Operating and Administrative expenses | (1.404.127 | ) | (279.198 | ) | ||||
54
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
7. General and Administrative Expenses (continued)
7.5 Operating and administrative expenses (continued)
This category includes general operating, administrative, and service-related expenses incurred in the ordinary course of business to support football and corporate activities.
The main components relate to:
| ● | Extraordinary charges and legal expenses connected with ongoing disputes and settlements; |
| ● | Technical and consultancy fees, including external professional services provided to the Club; |
| ● | Sports agent contracts, representing commissions and service fees related to player transfers and contract renewals; |
| ● | League registration fees, cup taxes, and security/steward services, required for participation in official competitions and match organization; |
| ● | Maintenance and cleaning costs related to the stadium and training facilities; |
| ● | Fines, penalties, and other administrative charges payable to sports institutions and tax authorities. |
The significant increase in 2024 compared to 2023 is mainly attributable to:
| ● | The recognition of extraordinary charges and settlements related to prior sporting seasons; |
| ● | The increase in professional and agent fees linked to player transfer activity; |
| ● | Higher operating costs resulting from the Club’s participation in a higher-tier championship, leading to expanded infrastructure, security, and organizational requirements. |
Operating and administrative expenses are recognized on an accrual basis, in accordance with IAS 1 – Presentation of Financial Statements and IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, reflecting the period in which the underlying services and obligations arise.
8. Depreciation and Amortization
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Depreciation costs | (4.558 | ) | (3.489 | ) | ||||
| Amortization on Intangible assets | (1.459 | ) | (2.237 | ) | ||||
| Depreciation and Amortization | (6.017 | ) | (5.726 | ) | ||||
Depreciation and amortization expenses presented in the general and administrative expenses for the six months ended 31 December 2024 amounted to €6.017 of which €4.558 relates to depreciation of property, plant and equipment and €1.459 relates to the amortization of intangible assets.
55
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
8. Depreciation and Amortization (continued)
Depreciation and amortization expenses presented in the general and administrative expenses for the six months ended 31 December 2023 amounted to €5.726 of which €3.489 relates to depreciation of property, plant and equipment and €2.237 relates to the amortization of intangible assets
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets in accordance with IAS 16 – Property, Plant and Equipment. The main asset categories subject to depreciation include office equipment, furniture, and vehicles used by the Company for its operations. The depreciable amount is determined in net of residual value, and the depreciation rates are reviewed annually to ensure consistency with the remaining useful lives of the assets. For the six months ended 30 December 2024 and 2023, the total depreciation expense amounted to €190.971 and €88.643, respectively. Depreciation expense recorded as cost of revenues in the statement of comprehensive income (loss) for the six months ended 30 December 31, 2024 and 2023 amounted to €184.954 and €82.917, respectively. (see Note 6.8)
9. Finance Costs
Finance costs for the six months ended 31 December 2024 and 2023 amounted to €43.562 and €33.950, respectively. The account refers mainly to interest expenses on loans, bank borrowings, and tax payment plans, as well as late payment interest arising from outstanding fiscal obligations and financial liabilities. Details are as follows:
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Late payment interest – tax compliance | (82 | ) | (1.307 | ) | ||||
| Tax/Contribution installment interests | (33.499 | ) | (24.896 | ) | ||||
| Late payment interest | (3.895 | ) | (216 | ) | ||||
| Interest on bank debts | (2.190 | ) | (1.764 | ) | ||||
| Interest expenses – Loans | (3.896 | ) | (5.767 | ) | ||||
| Finance costs | (43.562 | ) | (33.950 | ) | ||||
These amounts are recognized as expenses in the period in which they are incurred, in accordance with IFRS 9 – Financial Instruments and IAS 23 – Borrowing Costs, except for any borrowing costs directly attributable to qualifying assets, which are capitalized.
56
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
10. Other Incomes
| Amounts in euro | 31.12.2024 | 31.12.2023 | ||||||
| Waiver of emolumnets | 472.797 | — | ||||||
| Other sundry gains and capital gains | — | 179.589 | ||||||
| Other income | 358.115 | 51.344 | ||||||
| Total Other Income | 830.912 | 230.933 | ||||||
Other income amounted to €830.912 and €230.933 for the six months ended 31 December 2024 and 2023, respectively. This caption includes miscellaneous operating income that does not derive from the Company’s primary revenue-generating activities, such as recoveries, reimbursements, waivers of emoluments, miscellaneous operating income, and minor non-recurring income items recognized during the year.
11. Provision for Income Taxes
For the six months ended 31 December 2024 and 2023, the Company recognized a provision for income taxes amounting to nil and €13.355, respectively.
This balance represents the estimated current income tax liability for the fiscal year, calculated on the basis of taxable income in accordance with prevailing tax regulations. The provision reflects management’s best estimate of the tax obligation as of the reporting date and will be settled in the following financial year.
Under Italian GAAP (OIC), the Company recognized income taxes in accordance with the domestic tax legislation, including IRES (Imposta sul Reddito delle Società) at 24% and IRAP (Imposta Regionale sulle Attività Produttive) at 4.97%.
For the six months ended 31 December 2024, the Company reported a fiscal loss, and consequently, no current IRES or IRAP charge was recognized in the OIC financial statements. Accordingly, no tax provision was required under IFRS for the same period.
In accordance with IAS 12 – Income Taxes, the Company reviewed the tax treatment upon transition to IFRS.
The income tax provision of €13.355 recognized during the six months ended December 31, 2023 represents a current income tax payable and has therefore been reclassified under “Provision for Income Taxes” in the IFRS financial statements.
Furthermore, no deferred tax assets or liabilities have been recognized as of 31 December 2024, as there are no temporary differences between the carrying amounts of assets and liabilities in the IFRS financial statements and their corresponding tax bases.
No uncertain tax positions were identified in accordance with IFRIC 23 – Uncertainty over Income Tax Treatments.
Accordingly, the adjustment under IFRS consists solely in the reclassification of the 2023 income tax provision (€13.355) from OIC income taxes to “Provision for Income Taxes” under IFRS presentation, with no impact on equity or profit (loss) for the year.
57
Notes to the Financial Statements
As of 31 December 2024 (Unaudited) and 30 June 2024
and For the Six Months Ended 31 December 2024 and 2023 (Unaudited)
12. Management Responsibility Statement
The Board of Directors hereby declares that, to the best of its knowledge, the Financial Statements as of 31 December 2024, consisting of the Statement of Financial Position, Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows, and the accompanying Notes, have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and give a true and fair view of the financial position, financial performance, and cash flows of the Company.
The Board of Directors further confirms that the Management Report (where applicable) provides a fair review of the development and performance of the Company’s business and of its position, together with a description of the principal risks and uncertainties to which they are exposed.
The Directors also acknowledge their responsibility for:
| ● | The design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements free from material misstatement, whether due to fraud or error. |
| ● | The selection and application of appropriate accounting policies. |
| ● | The making of reasonable and prudent estimates. |
58
Exhibit 99.4
Brera Holdings PLC
Unaudited Pro Forma Condensed Consolidated Financial Information
SS Juve Stabia Acquisition
On June 20, 2025, Brera Holdings PLC (“Brera” or the “Company”) completed the acquisition of a 52% equity interest in S.S. Juve Stabia S.r.l. (“Juve Stabia”), a professional football club organized in Italy.
Pursuant to a Share Purchase Agreement (“the XX Settembre Agreement”) with XX Settembre Holding S.r.l. (the “Seller”), Brera agreed to acquire a majority ownership interest in Italian Serie B football club Juve Stabia through its owner and manager S.S. Juve Stabia S.r.l. (“Juve Stabia” or “the Club”) through share capital and reserve increases in the Club occurring between December 2024 and June 2025. The consideration consists of both payments of cash and issuances of the Company’s Nasdaq-listed shares in a multi-step process, with the aggregate purchase price structured as follows:
| ● | First Closing – On December 31, 2024, the Company issued 320,000 Class B Ordinary Shares, valued at $6.5/share, converted at $1.04/€ (21.74% acquired): |
| ● | €500,000 cash to Juve Stabia |
| ● | €2,000,000 in shares (of which €1,000,000 issued to Juve Stabia and €1,000,000 issued to XX Settembre) |
| ● | Second Closing – On January 10, 2025, the Company issued 240,000 Class B Ordinary Shares, valued at $6.5/share, converted at $1.04/€ (34.61% acquired): |
| ● | €500,000 cash to Juve Stabia |
| ● | €1,500,000 in shares (of which €1,000,000 issued to Juve Stabia and €500,000 issued to XX Settembre) |
| ● | Third Closing – On February 11, 2025, the Company did not issue any Class B Ordinary Shares (38.46% acquired): |
| ● | €500,000 cash to XX Settembre |
| ● | Final Closing – On June 20, 2025, the Company issued 180,000 Class B Ordinary Shares, valued at $6.5/share, converted at $1.04/€ (52% acquired): |
| ● | €2,250,000 cash (€1,000,000 to Juve Stabia; €1,250,000 to XX Settembre) |
| ● | €1,125,000 in shares to XX Settembre |
The aggregate purchase price transferred by Brera was €8,375,000 consisting of cash of €3,750,000 and the issuance of 740,000 shares of our Class B Ordinary Shares valued at €4,625,000.
The accompanying notes are an integral part of the Pro Forma Information.
Brera Holdings PLC
Unaudited Pro Forma Condensed Consolidated Financial Information
Pro forma Information
The following unaudited pro forma condensed consolidated statements of comprehensive loss for the year ended December 31, 2024 and the six months ended June 30, 2025 give effect to the XX Settembre Agreement as if they had occurred on January 1, 2024. The historical financial information is based on Brera’s audited and unaudited interim consolidated financial statements and Juve Stabia’s audited and unaudited interim financial statements.
The unaudited pro forma condensed consolidated financial statements reflect management’s preliminary estimates of fair value of purchase price consideration and the fair values of tangible and intangible assets acquired and liabilities assumed in the acquisitions, with the remaining estimated purchase consideration recorded as goodwill. Independent valuation specialists have conducted analysis to assist management of Brera in determining the fair value of the assets acquired and liabilities assumed. Brera’s management is responsible for these third-party valuations. Since these unaudited pro forma condensed consolidated financial statements have been prepared based on preliminary estimates of the fair value of purchase consideration and fair values of assets acquired and liabilities assumed, the actual amounts to be reported in future filings may differ materially from the amounts used in the pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated financial statements are presented for information purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that Brera would have reported had the acquisitions been completed as of the dates set forth in the unaudited pro forma condensed consolidated financial statements due to various factors. The unaudited pro forma condensed consolidated statements of comprehensive loss do not purport to represent the future results of operations of Brera. The unaudited pro forma condensed consolidated statement of comprehensive loss for the year ended December 31, 2024 combines the consolidated statement of comprehensive loss of Brera for the year ended December 31, 2024 and Juve Stabia’s condensed statement of comprehensive loss for the year ended December 31, 2024. The latter was calculated to align Juve Stabia’s fiscal year-end of June 30 with Brera’s year-end by removing the results for the six months ended December 31, 2023, from the condensed statement of comprehensive loss for the period ended June 30, 2024, and adding the results for the six months ended December 31, 2024.
The pro forma condensed financial statements reflect discontinued operations from the sale of UYBA. On June 17, 2025, Brera Holdings PLC sold its entire 49% interest in UYBA to Selene Sas di Immobiliare, Luna Srl (“Selene”) for €1.00, with the sale finalized by June 27, 2025. The Advertising Concession Agreement between Brera Milano and UYBA was terminated for €175,000, which was treated as an intercompany settlement and eliminated in consolidation. Following the transaction, Brera lost control over UYBA, which was deconsolidated and presented as a discontinued operation.
The accompanying notes are an integral part of the Pro Forma Information.
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Brera Holdings PLC
Unaudited Pro Forma Condensed Consolidated Financial Information
These unaudited pro forma condensed financial statements should be read in conjunction with the following:
| ● | The accompanying notes to the unaudited pro forma condensed consolidated financial statements. |
| ● | The historical consolidated financial statements and accompanying notes of Brera included in the annual report on form 20-F/A for the year ended December 31, 2024. |
| ● | The Juve Stabia audited financial statements for the fiscal year ended June 30, 2024 included as Exhibit 99.2 in this Current Report on Form 6-K to which these unaudited pro forma condensed consolidated financial statements are attached. |
| ● | The Juve Stabia unaudited condensed interim financial statements for the six months ended December 31, 2024 and notes thereto included as Exhibit 99.3 in this Current Report on Form 6-K to which these unaudited pro forma condensed consolidated financial statements are attached. |
The accompanying notes are an integral part of the Pro Forma Information.
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Brera Holdings PLC
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Year Ended December 31, 2024
| Pro Forma | ||||||||||||||||||||||
| Continued | ||||||||||||||||||||||
| Brera | Juve Stabia | Discontinued | Pro Forma | Operations | ||||||||||||||||||
| Historical | Historical | Operations (1) | Adjustments | Notes | Combined | |||||||||||||||||
| Revenues | € | 2,520,781 | € | 6,548,208 | € | (1,693,296 | ) | € | – | € | 7,375,693 | |||||||||||
| Revenues - related parties | 365,337 | – | – | – | 365,337 | |||||||||||||||||
| Cost of revenue | 222,426 | 7,786,763 | (185,383 | ) | – | 7,823,806 | ||||||||||||||||
| Gross Profit | 2,663,692 | (1,238,555 | ) | (1,507,913 | ) | – | (82,776 | ) | ||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||
| General and administrative expenses | 6,632,384 | 3,562,455 | (2,820,548 | ) | 1,210,000 | AA | 8,584,291 | |||||||||||||||
| General and administrative expenses - related parties | 1,587,348 | – | (2,094 | ) | – | 1,585,254 | ||||||||||||||||
| Total Operating Expenses | 8,219,732 | 3,562,455 | (2,822,642 | ) | 1,210,000 | 10,169,545 | ||||||||||||||||
| Operating Loss | (5,556,040 | ) | (4,801,010 | ) | (1,314,729 | ) | (1,210,000 | ) | (10,252,321 | ) | ||||||||||||
| Other Income (Expense) | ||||||||||||||||||||||
| Net fair value gain and loss on financial assets at fair value through profit and loss | (10,418 | ) | – | 4,000 | – | (6,418 | ) | |||||||||||||||
| Net fair value gain and loss on financial assets at fair value through profit and loss - related parties | 3,195 | – | – | – | 3,195 | |||||||||||||||||
| Change in fair value of warrant liability | (14,183 | ) | – | – | – | (14,183 | ) | |||||||||||||||
| Finance cost | (64,501 | ) | (129,705 | ) | 64,501 | – | (129,705 | ) | ||||||||||||||
| Finance cost - related parties | (8,113 | ) | – | – | – | (8,113 | ) | |||||||||||||||
| Other income | 556,580 | 790,700 | (130,526 | ) | – | 1,216,754 | ||||||||||||||||
| Income related to change in fair value of contingent consideration - related party | 3,482 | – | – | – | 3,482 | |||||||||||||||||
| Total Other Income (Expense) | 466,042 | 660,995 | (62,025 | ) | – | 1,065,012 | ||||||||||||||||
| Loss Before Provision of Income Taxes | (5,089,998 | ) | (4,140,015 | ) | 1,252,704 | (1,210,000 | ) | (9,187,309 | ) | |||||||||||||
| Provision for (Benefit from) Income Taxes | (41,137 | ) | 114,583 | 41,137 | – | BB | 114,583 | |||||||||||||||
| Net Loss | € | (5,048,861 | ) | € | (4,254,598 | ) | € | 1,211,567 | € | (1,210,000 | ) | € | (9,301,892 | ) | ||||||||
| Net Loss Attributable to the Company | € | (4,427,545 | ) | € | (2,212,391 | ) | € | 617,899 | € | (629,200 | ) | € | (6,651,237 | ) | ||||||||
| Net Loss Attributable to Non-controlling interest | € | (621,316 | ) | € | (2,042,207 | ) | € | 593,668 | € | (580,800 | ) | € | (2,650,655 | ) | ||||||||
| Other Comprehensive Income (Loss) | ||||||||||||||||||||||
| Item that will not be reclassified to profit or loss: | ||||||||||||||||||||||
| Foreign currency translation adjustments | (27,880 | ) | – | – | – | (27,880 | ) | |||||||||||||||
| Total Comprehensive Loss | € | (5,076,741 | ) | € | (4,254,598 | ) | € | 1,211,567 | € | (1,210,000 | ) | € | (9,329,772 | ) | ||||||||
| Weighted average shares outstanding - basic and diluted: | ||||||||||||||||||||||
| Ordinary shares - Class A | 655,902 | – | – | 655,902 | ||||||||||||||||||
| Ordinary shares - Class B | 586,342 | – | 420,000 | CC | 1,006,342 | |||||||||||||||||
| Loss per share - basic and diluted: | ||||||||||||||||||||||
| Ordinary shares - Class A | € | (3.56 | ) | € | (0.97 | ) | € | (3.03 | ) | |||||||||||||
| Ordinary shares - Class B | € | (3.56 | ) | € | (0.97 | ) | € | (3.03 | ) | |||||||||||||
| (1) | Pursuant to the Private Agreement with various parties dated June 17, 2025, Brera sold its entire interest in UYBA to a shareholder of UYBA. The transaction amount includes UYBA’s profit and loss activity from January 1, 2024, to December 31, 2024, which is presented as discontinued operations |
The accompanying notes are an integral part of the Pro Forma Information.
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Brera Holdings PLC
Unaudited Pro Forma Condensed Consolidated Statements of Operations
For the Six Months Ended June 30, 2025
| Brera | Juve Stabia | Pro Forma | Pro Forma | |||||||||||||||
| Historical | Historical (2) | Adjustments | Notes | Combined | ||||||||||||||
| CONTINUING OPERATIONS | ||||||||||||||||||
| Revenues | € | 273,530 | € | 6,973,162 | € | – | € | 7,246,692 | ||||||||||
| Revenues - related parties | – | – | – | – | ||||||||||||||
| Cost of revenue | 8,704 | 6,573,360 | – | 6,582,064 | ||||||||||||||
| Gross Profit | 264,826 | 399,802 | – | 664,628 | ||||||||||||||
| Operating Expenses: General and administrative expenses | 3,719,616 | 3,707,021 | 566,877 | AA | 7,993,514 | |||||||||||||
| General and administrative expenses - related parties | 632,034 | – | – | 632,034 | ||||||||||||||
| Total Operating Expenses | 4,351,650 | 3,707,021 | 566,877 | 8,625,548 | ||||||||||||||
| Operating Loss | (4,086,824 | ) | (3,307,219 | ) | (566,877 | ) | (7,960,920 | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||||
| Change in fair value of warrant liability | 23,077 | – | – | 23,077 | ||||||||||||||
| Finance cost | (356 | ) | (94,654 | ) | – | (95,010 | ) | |||||||||||
| Finance cost - related parties | (72,783 | ) | – | – | (72,783 | ) | ||||||||||||
Other income | 151,739 | 468,071 | – | 619,810 | ||||||||||||||
| Gain on remeasurement of previously held interest | 2,042,272 | – | – | 2,042,272 | ||||||||||||||
| Income related to change in fair value of contingent consideration | 78 | – | – | 78 | ||||||||||||||
| Total Other Income (Expense) | 2,144,027 | 373,417 | – | 2,517,444 | ||||||||||||||
| Loss Before Provision of Income Taxes from Continuing Operations | (1,942,797 | ) | (2,933,802 | ) | (566,877 | ) | BB | (5,443,476 | ) | |||||||||
| Provision for Income Taxes | – | 294,022 | – | 294,022 | ||||||||||||||
| Net Loss from Continuing Operations | (1,942,797 | ) | (3,227,824 | ) | (566,877 | ) | (5,737,498 | ) | ||||||||||
| Loss from Discontinued Operations, net of tax | (710,822 | ) | – | – | (710,822 | ) | ||||||||||||
| Net Loss | € | (2,653,619 | ) | € | (3,227,824 | ) | € | (566,877 | ) | € | (6,448,320 | ) | ||||||
| Net Loss Attributable to the Company | € | (2,023,535 | ) | € | (1,678,468 | ) | € | (294,776 | ) | € | (3,996,779 | ) | ||||||
| Net Loss Attributable to Non-controlling interest | € | (630,084 | ) | € | (1,549,356 | ) | € | (272,101 | ) | € | (2,451,541 | ) | ||||||
| Other Comprehensive Income (Loss) | ||||||||||||||||||
| Item that will not be reclassified to profit or loss: | ||||||||||||||||||
| Foreign currency translation adjustments | 237,513 | – | – | 237,513 | ||||||||||||||
| Total Comprehensive Loss | € | (2,416,106 | ) | € | (3,227,824 | ) | € | (566,877 | ) | € | (6,210,807 | ) | ||||||
| Weighted average shares outstanding - basic and diluted: | ||||||||||||||||||
| Ordinary shares - Class A | 627,833 | – | 627,833 | |||||||||||||||
| Ordinary shares - Class B | 1,269,152 | – | 1,269,152 | |||||||||||||||
| Net loss per share from continuing operations - basic and diluted: | ||||||||||||||||||
| Ordinary shares - Class A | € | (0.69 | ) | € | (1.74 | ) | ||||||||||||
| Ordinary shares - Class B | € | (0.69 | ) | € | (1.74 | ) | ||||||||||||
| Net loss per share from discontinued operations - basic and diluted: | ||||||||||||||||||
| Ordinary shares - Class A | (0.37 | ) | (0.37 | ) | ||||||||||||||
| Ordinary shares - Class B | (0.37 | ) | (0.37 | ) | ||||||||||||||
| (2) | Includes the profit and loss activity of Juve Stabia from January 1, 2025 through June 20, 2025 (date of acquisition). |
The accompanying notes are an integral part of the Pro Forma Information.
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Brera Holdings PLC
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Note 1. Basis of Pro Forma Presentation
The Pro Forma Condensed Consolidated Financial Information has been prepared assuming the Transaction is accounted for using the acquisition method of accounting with Brera as the acquiring entity and Juve Stabia as the acquires. Under the acquisition method of accounting, Brera’s assets and liabilities will retain their carrying amounts while the assets acquired, and liabilities assumed of the acquiree will be recorded at their fair values measured as of the acquisition date. The excess of the purchase price over the estimated fair values of net assets acquired will be recorded as goodwill. The pro forma adjustments have been prepared as if the acquisition had taken place on January 1, 2024 in the case of the condensed consolidated statements of comprehensive loss for the year ended December 31, 2024 and the six months ended June 30, 2025.
The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The Pro Forma Condensed Consolidated Financial Information does not reflect possible adjustments related to restructuring or integration activities that have yet to be determined.
The accounting policies used in the preparation of the Pro Forma Condensed Consolidated Financial Information are those set out in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024.
Note 2. Preliminary Estimated Purchase Price Allocation
The allocation of the estimated purchase consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Juve Stabia is included in the Brera’s statement of financial position as of June 30, 2025 as the transaction occurred on June 20, 2025. Details are as follows:
| Consideration paid: | ||||
| Fair value of share consideration | € | 7,772,036 | ||
| Cash consideration | 3,750,000 | |||
| Total estimated consideration** | € | 11,522,036 | ||
| Long-term debt | € | 4,726,626 | ||
| Non-controlling interest*** | € | 482,918 | ||
| Current assets* | € | 2,339,873 | ||
| Machinery and equipment | 30,638 | |||
| Intangible assets | 14,560,000 | |||
| Other assets | 7,228 | |||
| Assumed liabilities | (6,142,860 | ) | ||
| Deferred tax liability | (4,062,240 | ) | ||
| Total net assets acquired | 6,732,639 | |||
| Goodwill | € | 9,998,941 | ||
| (*) | Current assets include the cash acquired amounting to €149,723. The total net cash consideration related to our acquisition of Juve Stabia amounted to €3,600,277. The net cash consideration related to our acquisition of Juve Stabia recognized during the six months ended June 30, 2025, amounted to €3,100,277, as reflected in the interim condensed consolidated statement of cash flows under investing activity. |
| (**) | As part of the step-up acquisition, Brera Holdings obtained control of Juve Stabia on June 20, 2025, in which it previously held a non-controlling equity interest of 38.46% prior to obtaining control. In accordance with IFRS 3, the previously held investment was remeasured to its fair value of approximately €7,042,000 as of the acquisition date, compared to its prior carrying amount of approximately €5,000,000. The resulting gain of approximately €2,042,000 was recognized in profit or loss under “Gain on remeasurement of previously held interest”. After reflecting the non-controlling interest, preliminary purchase price allocation adjustments (including identifiable intangible assets and deferred tax effects), and working capital adjustments, the total purchase price allocated to the acquired net assets was €11,522,036. |
The accompanying notes are an integral part of the Pro Forma Information.
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Brera Holdings PLC
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
| (***) | Non-controlling interest was measured at its proportionate share of the acquiree’s net identifiable assets, including deferred tax liabilities. The fair value of the identifiable net assets after deferred taxes and long-term debt was approximately €2,006,000. After adjusting for the €1,000,000 subscription investment made on the final closing date in June 2025, the adjusted balance amounted to approximately €1,006,000. Accordingly, non-controlling interest was determined as 48% of the adjusted net assets, or approximately €482,918. |
Note 3. Pro Forma Adjustments
Pro forma adjustments are necessary to reflect the acquisition consideration exchanged and to reflect the impact on the statements of comprehensive loss as if the Transaction had occurred during those periods.
Statement of Comprehensive Loss for the Year Ended December 31, 2024 and for the Six Months Ended June 30, 2025 Adjustment
| AA | Reflects amortization expensed in the general and administrative expenses based on preliminary fair value estimates for acquired intangible assets as follows: |
| Amortization Expense | ||||||||||||||||
| Year | For the Period January 1, | |||||||||||||||
| Ended | 2025 through | |||||||||||||||
| Estimated | Estimated | December 31, | June 20, | |||||||||||||
| Fair Value | Useful Life | 2024 | 2025 | |||||||||||||
| Goodwill | € | 9,998,941 | Indefinite | € | – | € | – | |||||||||
| Trademarks: | ||||||||||||||||
| Brand | 8,930,000 | Indefinite | – | – | ||||||||||||
| Player Contracts | 1,530,000 | 3.0 | 510,000 | 238,932 | ||||||||||||
| Broadcasting Rights | 2,600,000 | 8.0 | 325,000 | 152,260 | ||||||||||||
| Advertising | 1,100,000 | 4.0 | 275,000 | 128,836 | ||||||||||||
| Season Ticket Holders | 400,000 | 4.0 | 100,000 | 46,849 | ||||||||||||
| Total | € | 24,558,941 | € | 1,210,000 | € | 566,877 | ||||||||||
| BB | The Company determined that the proforma income tax expense (benefit) adjustment to be immaterial. |
| CC | Reflects the issuance of 420,000 Class B Ordinary Shares as share consideration for the acquisitions for the year ended December 31, 2024. |
The accompanying notes are an integral part of the Pro Forma Information.
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Brera Holdings PLC
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Note 4. Discontinued Operations
Reconciliation of the amounts of major classes of income and losses from discontinued operations in the condensed consolidated statements of operations for the year ended December 31, 2024 are as follows:
| Year Ended December 31, | ||||
| 2024 | ||||
| Revenues | € | 1,693,296 | ||
| Revenues - related parties | – | |||
| Cost of revenue | 185,383 | |||
| Gross Profit | 1,507,913 | |||
| Operating Expenses: | ||||
| General and administrative expenses | 2,820,548 | |||
| General and administrative expenses - related parties | 2,094 | |||
| Total Operating Expenses | 2,822,642 | |||
| Operating Loss | (1,314,729 | ) | ||
| Other Income (Expense) | ||||
| Net fair value gain and loss on financial assets at fair value through profit and loss | (4,000 | ) | ||
| Finance cost | (64,501 | ) | ||
| Other income | 130,526 | |||
| Gain on disposal of subsidiary | – | |||
| Total Other Income (Expense) | 62,025 | |||
| Loss Before Provision of Income Taxes | (1,252,704 | ) | ||
| Provision for (Benefit from) Income Taxes | (41,137 | ) | ||
| Net Loss from Discontinued Operations | € | (1,211,567 | ) | |
| Net Loss Attributable to the Company | € | (617,899 | ) | |
| Net Loss Attributable to Non-controlling interest | € | (593,668 | ) | |
| Other Comprehensive Income (Loss) | ||||
| Item that will not be reclassified to profit or loss: | ||||
| Foreign currency translation adjustments | – | |||
| Total Comprehensive Loss | € | (1,211,567 | ) | |
The accompanying notes are an integral part of the Pro Forma Information.
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