XLON:CHSS ESEF Annual Report
WORLD CHESS PLC (XLON:CHSS)
ESEF Annual Report
2025-05-07
For: 2024-12-31
View Original
Added on
September 23, 2026
Page 1 of 84
Annual Report & Financial Statements
for the year ended 31 December 2024
Company Registration No. 10589323
(England and Wales)
World Chess Plc – Company Registration No. 10589323
CONTENTS
Page 2 of 84
COMPANY INFORMATION
3
STRATEGIC REPORT
Highlights and Principal Activities
4
Our Vision, Mission, and Values
5
Statement from the Chair
6
Statement from the Chief Executive
7
Operational Review
8
Financial Review
9
Managing Risk, Threats, and Opportunities
11
Climate-Related Financial Disclosures
12
s. 172 Statement
15
GOVERNANCE
Corporate Governance Statement
17
QCA Code – Application of the Ten Principles of Corporate Governance
18
Board of Directors
26
Audit Committee Report
30
Directors’ Remuneration Report
31
Directors’ Report
36
Statement of Directors’ Responsibilities
41
Independent Auditors’ Report
42
FINANCIAL STATEMENTS
Consolidated Statement of Profit or Loss and Other Comprehensive Income
50
Consolidated Statement of Financial Position
51
Company Statement of Financial Position
52
Consolidated Statement of Changes in Equity
53
Company Statement of Changes in Equity
53
Consolidated Statement of Cash Flows
54
Company Statement of Cash Flows
55
Notes to the Statements of Cash Flows
55
Notes to the Financial Statements
58
World Chess Plc – Company Registration No. 10589323
COMPANY INFORMATION
Page 3 of 84
Directors
Ilya Merenzon (Chief Executive Officer)
Matvey Shekhovtsov (Chief Operating Officer)
Richard Collett (Chief Financial Officer)
Graham Woolfman (Chair) - resigned on 14 February 2025
Jamison Reed Firestone (Non-Executive Director)
Neil Rafferty (Non-Executive Director, appointed interim Chair 14
February 2025)
Company No.
10589323 - incorporated in England and Wales
Secretary and Registered
Office
MSP Corporate Services Ltd
27/28 Eastcastle Street
Financial Adviser
Novum Securities Limited
2nd Floor, 7-10 Chandos Street
London
W1G 9DQ
Auditor
Moore Kingston Smith LLP
6
th
Floor
9 Appold Street
London
EC2A 2AP
Legal advisers
Marriott Harrison LLP
80 Cheapside
London
EC2V 6EE
Registrar
Share Registrars Ltd
3 The Millennium Centre
Crosby Way
Farnham
GU9 7XX
World Chess Plc – Company Registration No. 10589323
STRATEGIC REPORT
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Highlights and Principal Activities
Results for the year
•
Revenue for the year was €2,434,173 (2023: €2,345,492)
•
Net loss for the year before tax was €3,843,031 (2023: €4,671,470)
Launch of the World Chess Tour
On 23 October 2024, the Company announced plans to introduce the World Chess Tour, a global series of
tournaments modelled after the ATP tennis tour. This initiative aims to provide a structured and competitive
platform for the world's top chess players, enhancing the sport's global appeal.
Strategic Investment
In September 2024, World Chess secured a significant investment from a new strategic investor. This
infusion of capital is set to bolster the Company's financial position and support ongoing growth initiatives
within the chess and technology sectors.
Extension of Algorand Partnership
The Company extended its partnership with Algorand in September 2024, continuing the collaboration to
integrate blockchain technology into the chess ecosystem. This partnership underscores World Chess's
commitment to innovation and enhancing user experience.
High-Profile Rematch Event
In July 2024, the Company hosted "Clash of Blames" in London, a highly anticipated rematch between
Grandmasters Vladimir Kramnik and José Alcántar. The event garnered significant attention, showcasing
World Chess's capability to organise premier chess events. The rematch was held on Chessarena.com,
following technical issues in the original match on Chess.com, and highlighted the platform’s superior
stability and performance.
Launch of New FIDE Online Arena Interface
In May 2024, World Chess unveiled a new interface for the FIDE Online Arena, enhancing the digital playing
experience for users worldwide. This development aligns with the Company's strategy to leverage
technology in promoting chess accessibility and engagement.
Financial Milestone
In December 2024, the Company secured a €6 million loan facility. The initial tranche will refinance existing
short-term debt under improved terms, with the remaining funds allocated to support near-term growth and
operational initiatives. Additional financing will be required to meet the Company’s longer-term funding
need.
Principal Activities
World Chess PLC's core activities in 2024 centered around the promotion and development of chess through
various channels:
•
Event Organisation: The Company organised and hosted high-profile chess tournaments and
matches, providing platforms for elite competition and fan engagement.
•
Digital Platforms: Enhancements to the FIDE Online Arena and other digital interfaces have
improved accessibility and user experience for online chess players globally.
•
Strategic Partnerships: Collaborations with technology partners like Algorand have facilitated the
integration of cutting-edge technologies, such as blockchain, into the chess ecosystem.
•
Community Engagement: Through events like International Chess Day celebrations and interactive
chess programs, World Chess has actively engaged with the global chess community to promote the
game's growth and inclusivity.
These initiatives reflect World Chess PLC's commitment to elevating the profile of chess worldwide,
leveraging innovation, strategic collaborations, and community-focused activities.
World Chess Plc – Company Registration No. 10589323
STRATEGIC REPORT
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Our Vision, Mission, and Values
Our vision
A world where everyone can easily become an active member of the vibrant international chess community
and grow intellectually and socially through involvement with this beautiful game and exciting sport.
Our mission
To reinvent how people discover, play, and enjoy chess.
Our core values and principles
Customer satisfaction
– We treat each member as an important part of the chess community, support them
on their chess journey and provide them with the environment for long-term enjoyment and growth.
360-degree approach
– Chess is placed uniquely at the intersection of sport, gaming and culture. This fusion
of competition, fun, challenge, creativity, timelessness and beauty is something that we strive to incorporate
in all our products, while also seeking to provide all members and friends with recognisable and beautiful
touch points through all of our products and services.
Quality innovation
– We aim to constantly challenge the traditional fossilised approach to chess by creating
next generation formats. We hope to revolutionise the game while retaining its deep historical and cultural
roots that permeates much of society.
Inclusivity and unity
– Chess is not defined by culture, age, class or gender. We seek to foster a more
inclusive, more connected and more harmonious society with our products. This is why we place such
emphasis on combatting discrimination, and promoting empathy, both in our products and in the Group’s
internal operations.
Being part of the society
– Wherever we find ourselves, we seek to be sensitive, relevant and contribute to
the community around us.
World Chess Plc – Company Registration No. 10589323
STRATEGIC REPORT
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Statement from the Chair
I am pleased to report that over the past year, World Chess PLC has made substantial progress in
strengthening our financial foundation while expanding our global chess community.
Financial Performance
While our year-on-year revenue growth of 4% was modest, I am particularly encouraged by our significant
improvement in gross profit, which increased from €179K in 2023 to €889K in 2024. This nearly fivefold
improvement stems primarily from our strategic shift toward higher-margin digital offerings and
operational efficiencies. This enhanced profitability provides a strong foundation for our continued growth
and long-term financial stability.
Strategic Developments and Challenges
The past year has not been without challenges. Our Berlin Chess Club, opened in 2023 as an experimental
concept space, did not meet its financial targets despite attracting significant community engagement. After
careful evaluation, we made the difficult decision to close this location in April 2025.
This closure, however, aligns with our refined venue strategy. We are now developing a more sustainable
model for physical chess spaces that integrate seamlessly with our digital infrastructure.
Board Changes
On February 14, 2025, our Non-Executive Chair, Graham Woolfman, stepped down from his position.
Graham's strategic guidance has been invaluable throughout his tenure, particularly in navigating our public
listing and early growth phase. On behalf of the Board and the entire World Chess senior team, I extend our
sincere appreciation for his contributions.
I have assumed the role of Interim Chair while our Board conducts a comprehensive search for a new Non-
Executive Director and Chair. We expect to announce an appointment shortly, bringing fresh expertise to
help us capitalise on emerging opportunities in the chess ecosystem.
Looking Ahead
Despite global economic uncertainties, the chess market continues to demonstrate resilience, with online
participation growing significantly. The Board remains focused on building long-term shareholder value
through targeted investments that strengthen our position as a chess-focused technology company while
broadening our community reach.
We are grateful for the continued support of our shareholders, players, and chess enthusiasts worldwide as
we work to elevate the profile and accessibility of chess globally.
Neil Rafferty
Interim Chairman
29 April 2025
World Chess Plc – Company Registration No. 10589323
STRATEGIC REPORT
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Statement from the Chief Executive
At World Chess, we spent the past twelve months laying the foundations to change the way the 600-million-
strong chess world is organised, played, and experienced. We didn’t set out to make a small improvement.
We set out to rethink chess as a global ecosystem—and to build it in a way that respects the game, the
players, and the scale of the opportunity. A rare chance for a small company to have an impact on an entire
sport and the way people enjoy it.
Here’s what we accomplished in 2024:
•
We announced the World Chess Tour — a global tournament series modelled on ATP, offering a
structured and visible platform for elite chess competition.
•
We secured a new strategic investment in September — strengthening our ability to scale and build.
•
We released a full redesign of the FIDE Online Arena — a faster, better online platform for official
chess.
•
We deepened our partnership with Algorand — integrating blockchain to improve trust, ratings,
and verification in digital chess.
•
We hosted the 'Clash of Blames' match in London — delivering a high-profile event that captured
international attention.
•
We organised global events around International Chess Day — because chess is built on community,
not just competition.
•
We secured a €6 million loan facility — improving our balance sheet and fuelling the next phase of
growth.
•
We expanded our chess commerce business — developing merchandise and chess sets designed to
turn free players into engaged customers.
•
We aligned our products into a connected ecosystem — where digital play, professional
tournaments, merchandise, and community engagement work together.
Focus and Priorities
The year ahead is about execution. Our priorities are:
•
Expand the World Chess Tour — more events, bigger audiences, global reach, including media
partnerships.
•
Grow our digital platforms — acquiring new users, deepening engagement, and strengthening the
online rating and player identity system.
•
Monetise smartly across the ecosystem — offering products, memberships, and experiences to every
segment of our audience, from free subscribers to PRO members.
•
Strengthen the World Chess brand — clear, modern, trusted, and aligned with the future of the
game.
•
Deliver shareholder value — through scale, through ecosystem growth, and through a strategy built
to last.
•
As part of our focus on scalable, digital-first growth we made the decision to close the current World
Chess Club Berlin venue in April 2025.
Ilya Merenzon
Chief Executive Officer
29 April 2025
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STRATEGIC REPORT
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Operational review
Key Performance Indicators (KPIs)
The Group uses a number of KPIs within the business. The principal financial metrics are Revenue, Gross
Profit and Loss before tax which are included in the Statement of Profit or Loss and Other Comprehensive
Income.
2024
€
2023
€
Reasons for movement
Revenue
2,434,173
2,345,492
Growth in number of subscribers and subscription
prices at chessarena.com and the first full years trading
at World Chess Club Berlin offsetting a decline in
tournament revenue whilst Armageddon took a year
off.
Gross Profit
889,623
179,102
Increase in relatively higher margin chessarena.com
and world chess club revenue replacing lower margin
tournament revenue.
Loss before tax
(3,843,031)
(4,671,470)
Reduction in administrative expense including
exceptional listing costs of €308,250 in 2024.
The Group uses a number of non-financial KPIs as set out below. The Group also sees customer satisfaction
index and customer churn rate as important KPIs, and intends to develop additional KPIs to reflect this in.
2024
No.
2023
No.
Reasons for movement
Number of
registered users
989,036
752,884
The increase reflects continued growth in interest in
the Group’s digital platforms, supported by enhanced
marketing efforts.
Number of paid
subscriptions
10,310
8,550
The increase was driven by enhanced marketing
efforts and improvements to the Group’s premium
offering, including exclusive content.
Combined social
media followings
507,500
521,139
The slight decline was primarily due to the absence of
major broadcast events such as the Armageddon
Championship Series during the year, which in prior
periods had driven significant spikes in social media
engagement and follower growth.
The Group no longer considers the number of hosted tournaments as a KPI due to a strategic shift towards a
digital first strategy. There were nil hosted tournaments in 2024 (2023: 5).
World Chess Plc – Company Registration No. 10589323
STRATEGIC REPORT
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Financial Review
The group continued to focus on the development of chessarena.com and the World Chess Club Berlin
(’WCCB’) investing a further €697,258 (2023: €817,533) in the development of chessarena.com.
2024
2023
€
€
REVENUE
2,434,173
2,345,492
GROSS PROFIT
889,623
179,102
GROSS PROFIT %
37%
8%
Other operating income
16,003
11,706
Administrative expenses
(4,561,471)
(4,344,248)
OPERATING LOSS BEFORE EXCEPTIONAL ITEMS
(3,655,845
)
(4,153,440
)
Addback: Depreciation and amortisation
864,330
843,237
LOSS BEFORE DEPRECIATION, EXCEPTIONAL
ITEMS, INTEREST AND TAX
(2,791,515)
(3,310,203)
Exceptional Items
-
(326,776)
Finance costs
(187,325)
(191,393)
Finance income
139
139
LOSS BEFORE INCOME TAX
(3,843,031)
(4,671,470)
Revenue and Gross Profit
Revenue for the year increased 4% to €2,434,173 from €2,345,492 in 2023, however this included growth in
revenues from chessarena.com (99% growth), WCCB (256% growth) and merchandise (29% growth) and a
decline in tournament revenues (68% decline) due to not hosting an Armageddon series in 2024.
The change in mix of revenue streams also led to an increase in gross profit to €889,623 (2023: €179,102), this
reflects the relatively higher gross profit from operating chessarena.com and WCCB compared with hosting
tournaments.
Loss per share
The loss per share was €0.006 (2023: €0.007), resulting from a reduction in operating losses and an increase in
the weighted average number of shares in issue, from 650,232,851 in 2023 to 689,110,129 in 2024. At 31
December 2024, there were a total of 691,724,039 shares in issue.
Cash flows
The Group absorbed €1,641,412 from operations (2023: €3,338,149) and invested a further €1,009,385 (2023:
€1,451,19) in fixed assets, this was financed by net cash generated from financing activities of €3,433,366
(2023: €4,867,827).
Statement of Financial Position
The Consolidated Statement of Financial Position as at 31 December 2024 shows net assets of €950,770 (2023:
€2,516,461 as restated), included within equity - pending issuance is €2,016,703 (2023: €1,508,737) received by
the Company in relation to binding subscription agreements for the issue of new ordinary shares which had
not yet been issued at 31 December 2024. On 25 February 2025 (as detailed in note 30 to the consolidated
financial statements) the Company announced the issue of 22,666,672 shares representing of €1,200,000 of
this amount with a further 11,667,187 new ordinary shares remaining to be issued representing the
remaining €816,703.
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STRATEGIC REPORT
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Capital expenditure
The development of chessarena.com remained a priority during the year with additional investment of
€697,258 (2023: €817,533), bringing the total invested to €4,622,229 with a carrying value at 31 December 2024
of €2,942,925.
Investments and impairment
As detailed in notes 10 and 12 to the consolidated financial statements the Directors considered the carrying
value of intangible assets and investments at 31 December 2024 based on detailed budgets and forecasts,
these budgets and forecasts generally cover a five-year period. Based on this the Directors concluded that no
impairment was necessary at 31 December 2024. However, as detailed in note 30 the current World Chess
Club venue in Berlin is due to close at the end of April 2025 and as a result, an impairment of the Groups
investment is expected to be recognised in the next financial year.
Cash and debt position
At the year end the Group has total cash balances of €267,396 (2023: €186,881) and total borrowings of
€2,705,817 (including lease commitments of €1,304,274) (2023: €1,453,470 and €1,420,481) giving a net debt
figure of €2,438,421 (€1,134,147 excluding lease commitment) (2023: €1,266,589 and €153,892).
Going concern
Based on the Group’s Statement of Financial Position and a review of its forecast future operating budgets
and forecasts, the Directors have a reasonable expectation that the Group has adequate resources to continue
in operational existence for at least twelve months from the date of signing of these consolidated financial
statements. This review included certain reasonable downside scenarios and confirmed that, even in the case
of such downside scenarios, the Group could continue to operate and meet its obligations as they fall due.
Accordingly, the Directors have adopted the going concern basis in preparing the Annual Report and
consolidated financial statements.
However, as detailed on in note 2 on page 58, this assessment includes a material uncertainty related to the
refinancing of existing borrowing due in 2026. While the Directors are confident that refinancing will be
secured in the ordinary course of business, the absence of committed funding at the date of signing these
financial statements gives rise to a material uncertainty that may cast significant doubt on the Group’s ability
to continue as a going concern beyond the assessment period.
In making this assessment, the Directors have considered the resilience of the Group in severe but plausible
scenarios, taking into account the principal risks and uncertainties facing the Group as detailed on page 11,
and the effectiveness of any mitigating actions. The Directors’ assessment considered the potential impacts
of these scenarios, both individually and in combination, on the Group’s business model, future
performance, solvency and liquidity over the period. Sensitivity analysis was also used to stress test the
Group’s strategic plan and to confirm that sufficient headroom would remain under the Group’s available
sources of finance. The Directors consider that under each of these scenarios, the mitigating actions would be
effective and sufficient to support the ongoing viability of the Group, notwithstanding the material
uncertainty described above.
Richard Collett
Chief Financial Officer
29 April 2025
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STRATEGIC REPORT
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Managing Risk, Threats, and Opportunities
Taking considered risk is the essence of all business and investment activity, the Audit Committee is
responsible for a formal risk assessment on an annual basis and also for reporting, by exception, on any
material changes during the year affecting the risks the Group is currently exposed to and any potential
future risks that need to be considered providing a structured way to recognise the unexpected and be
prepared for it.
The main objective is to minimise the chance of a material adverse outcome arising from causes which could
reasonably have been foreseen, this includes both ‘upside’ (opportunity) and ‘downside’ (threat) risks.
Our Principal Risks – related to the company's business and industry
Subscriber growth
The Group’s efforts to retain existing online subscribers and to attract new online subscribers are critical to
its business and depend, in part, on the quality and breadth of the products it offers to online subscribers,
the overall online user experience and broader trends that impact online subscribers’ preferences and the
Group’s response to such changes. If not successful, the Group’s business could be negatively impacted.
Platform stability
Any significant disruption in service on the Group’s platforms, in the Group’s computer systems or software
or in the systems operated by third parties that the Group utilises could damage the Group’s reputation and
result in a loss of customers, which could have a material adverse effect on the Group’s business, results of
operations, financial condition or prospects. The Group’s brand, reputation, and ability to attract and retain
customers to use its platforms depend upon the reliable performance of the Group’s or its third-party
suppliers’ cloud infrastructure, physical infrastructure, network infrastructure and content delivery
processes.
Data security
A significant part of the Group’s business and products rely on the Group’s ability to comply with data
protection laws (including, in particular, GDPR) and to adequately protect the end users’ data and privacy.
An actual or perceived failure to do so would significantly harm the Group’s business and could potentially
lead to significant claims being made against the Group. In order to mitigate this risk, the Group has recently
appointed a new Head of Governance Risk and Compliance, who will focus on ensuring that the Group’s
products incorporate high standards of data governance and security.
Anti-Cheating
As seen from the recent media coverage around the fair play issues between elite grandmasters, cheating can
be a major obstacle for the development of online chess on a professional level. Players receive an individual
rating and when attempting to raise it can try to violate fair play norms. Cheating is a major hurdle that
exists on chess platforms and can harm the reputation and overall integrity of the platform if the problem
persists.
World Chess is currently using state-of-the-art anti-cheating and fair play technologies that comprise the
technical analysis, machine learning and human component. The system will improve with time as more AI
technologies are employed, but for the meantime will continue to be an issue.
Fair play and anti-cheating measures require constant improvement and investment, as well as enhanced
chess education and understanding amongst users. World Chess will also take steps to incentivise players to
start their over-the-board (‘OTB’) chess journey. Because of physical fair play measures at OTB tournaments,
players will have fewer (if any) incentives to cheat, thus reducing their potential incentive to violate fair play
norms online.
FIDE Online Arena contract
The FIDE Online Arena contract has an initial term which expires in 2026, providing World Chess with a
time frame to establish theirs as the pre-eminent gaming platform while also giving the Group time to seek a
greater or indefinite contract extension. The agreement will automatically renew at the expiry of its initial
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STRATEGIC REPORT
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term, for a further five-year period, subject to certain conditions.
Rating recognition and adoption
One of the key propositions of the Company’s gaming platform is the fact that it operates as the official FIDE
gaming platform with ratings and titles recognised by FIDE. This is an important benefit that provides the
opportunity for online chess players to establish themselves as professional sportspeople. However, it
should be noted that because the online ratings are new, there could be substantial adoption issues. For
example, conversion of online rating into the in person over-the-board (‘OTB’) ratings requires the
development of additional rules and procedures. Acceptance of online-rated players into the OTB
tournaments will also require development of special rules and regulations.
Reliance on certain key individuals
The Group’s business, development and prospects are dependent on a small number of key management
personnel. The loss of the services of one or more of such key management personnel may have an adverse
effect on the Group.
Climate-Related Financial Disclosures
Introduction
This climate-related disclosure forms part of World Chess PLC’s Strategic Report for the year ended 31
December 2024 and has been prepared in accordance with the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD) and the UK Sustainability Disclosure Requirements (SDR).
The purpose of this disclosure is to provide transparent information on how climate-related risks and
opportunities impact our business model, strategy, governance, and risk management. It outlines the
processes and metrics we use to manage and monitor these issues, supporting our long-term objective to
operate sustainably and responsibly.
This report covers the consolidated activities of World Chess PLC, including its subsidiaries and digital
operations, in line with the financial reporting boundary.
Time Horizons for Climate Risk and Opportunity Assessment
We assess climate-related risks and opportunities over three time-horizons to reflect both short- and long-
term strategic planning:
•
Short-term (1–3 years): Focused on regulatory compliance, cost management, and digital efficiency.
•
Medium-term (3–7 years): Evaluating evolving regulatory frameworks, energy sourcing for digital
infrastructure, and sustainability in event planning.
•
Long-term (beyond 7 years): Assessing structural changes to our business model, climate resilience,
and strategic alignment with a low-carbon economy.
These time frames align with our planning cycles and reflect the expected pace of regulatory change and
potential technological evolution. Transition risks such as increasing climate-related disclosure obligations
and stakeholder expectations are assessed over the short to medium term, while physical risks (e.g. extreme
weather disrupting events) are considered medium to long-term exposures.
Strategy
World Chess PLC recognises the potential impact of climate change on its business operations and long-term
growth. The key strategic areas where climate risks and opportunities intersect with our business model
include:
•
Digital Operations & Energy Efficiency
: The FIDE Online Arena relies on cloud computing
infrastructure, which contributes to energy consumption and indirect emissions. We are committed
to optimising our digital footprint by prioritising energy-efficient hosting solutions and exploring
partnerships with renewable energy-powered data centres..
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•
Event Sustainability
: Our physical chess tournaments and events contribute to Scope 3 emissions
through travel, venue energy use, and logistics. We are developing strategies to reduce our impact
by selecting energy-efficient venues, reducing waste, and encouraging sustainable travel for
participants.
•
Regulatory & Market Changes
: Compliance with evolving climate disclosure regulations, such as
TCFD, SECR (Streamlined Energy and Carbon Reporting), and the anticipated ISSB (International
Sustainability Standards Board) standards, is a key focus area. World Chess is proactively enhancing
its reporting framework to meet future requirements.
•
Reputation & Stakeholder Expectations
: Investors, players, and sponsors increasingly expect
companies to demonstrate strong climate responsibility. Aligning with best practices in ESG
reporting strengthens our reputation and long-term brand value.
Actual and Potential Impacts of Climate-Related Risks and Opportunities:
The most significant potential impacts on our business include rising costs (due to regulation or energy),
changes in stakeholder expectations, and reputational risks if climate goals are not met. However, we also
see opportunities in digital innovation, enhanced stakeholder engagement, and leadership in sustainable
event management. We are integrating climate factors into long-term planning, event design, and
technology decisions.
Resilience of the Business Model:
We have tested the resilience of our business model against two climate scenarios aligned with TCFD
recommendations:
•
Orderly transition (1.5°C): Scenario assumes increased regulatory burdens and stakeholder pressure
but supports investment in renewables and digital decarbonisation. Under this pathway, our digital
strategy benefits from early adoption of low-carbon infrastructure.
•
Disorderly transition (2°C+): Scenario includes policy delays, disruptive regulation, and greater
reliance on reactive adaptation. Potential impact includes cost volatility and reputational exposure.
Our qualitative scenario analysis suggests that the Group’s business model remains resilient in both
scenarios due to its digital orientation, limited physical footprint, and ability to adapt hosting and event
planning.
Time Periods and Principal Risks & Opportunities
We categorise and assess principal climate-related risks and opportunities by the following time periods:
•
Transition Risks
(short- to medium-term): Cost of regulatory compliance (e.g. SDR, ISSB),
reputational pressure, stakeholder expectations
•
Physical Risks
(medium- to long-term): Disruption to in-person events from weather-related
impacts (e.g. travel or venue disruption)
•
Opportunities
(short-, medium-, and long-term): Sustainable venue partnerships, use of renewable
energy in digital hosting, enhanced ESG standing with investors
Risk Management
Climate-related risks are fully embedded in our Group’s enterprise risk management framework. These risks
are reviewed by senior leadership and the Audit Committee on an annual basis, with more frequent reviews
triggered by material developments. Our climate risk process includes:
•
Ongoing identification and assessment of climate-related risks and opportunities
•
Regular monitoring of emerging regulations and stakeholder expectations
•
Integration into broader operational, financial, and strategic risk discussions
•
Scenario planning to evaluate business resilience under different climate futures
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STRATEGIC REPORT
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Our risk register includes these factors and assigns ownership to relevant executives, with oversight from
the Board.
Metrics & Targets
To monitor our climate-related impacts and progress, we currently use the following metrics:
•
Greenhouse Gas (GHG) Emissions
:
We disclose Scope 1, 2, and relevant Scope 3 emissions in accordance with the GHG Protocol and
SECR requirements. These are detailed on pages 37 to 38 of the Directors Report.
•
Energy Usage
:
Tracking energy use associated with digital infrastructure and event operations.
•
Sustainability KPIs
:
o
Percentage of events held in energy-efficient venues
o
Carbon intensity per digital user
o
Progress towards engaging renewable-powered cloud services
Our medium-term goals are to:
•
Achieve a 10% reduction in emissions intensity (tCO₂e/€m revenue) by 2026, using 2024 as the
baseline year;
•
Transition to 100% renewable electricity in all office and venue locations by 2027;
•
Reduce carbon intensity per digital user by 30% by 2030 (baseline year: 2024); and
•
Include Scope 3 supplier engagement in its climate strategy by 2025.
Progress will be reviewed annually by the executive team and monitored by the Audit Committee.
World Chess Plc – Company Registration No. 10589323
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s. 172 Statement
Section 172(1) of the Companies Act 2006 requires the Directors of the Company to act in a way that they
consider, in good faith, would be most likely to promote the success of the Company for the benefit of its
members as a whole, and in doing so have regard (amongst other matters) to:
•
The likely consequences of any decision in the long-term;
•
The interests of the Company’s employees;
•
The need to foster the Company’s business relationships with suppliers, customers and others;
•
The impact of the Company’s operations on the community and the environment; and
•
The desirability of the Company maintaining a reputation for high standards of business conduct.
The Board of Directors is collectively responsible for the decisions made towards the long-term success of
the Company and how the strategic, operational and risk management decisions have been implemented
throughout the business is detailed in the Strategic Report on pages 4 to 16.
The interests of the World Chess employees
Our employees' interests are always taken into consideration when decisions are made by the Board. We
help to engage with team members by providing training and career development support and there is
formal and informal workplace communication. Staff are regularly consulted and provide valuable input
into management decisions.
Annual pay and benefit reviews are carried out to determine whether all levels of employees are benefited
equally and to retain and encourage skills vital for the business. The Remuneration Committee oversees and
makes recommendations of executive remuneration and option awards.
Our Customers
We invest heavily in product development and staff training to make sure that our customers (both
corporate and individual) receive the best value for their money in the market and we are always ready to go
the extra mile for them.
Our Suppliers
Over the years, we have built a highly effective network of suppliers and associate consultants in all the key
areas of our business. We are fortunate to be supported by extremely talented professionals from all
backgrounds and from various markets. We value these relationships and consider our long-term suppliers
and associates part of the World Chess family and an extension of our internal workforce.
Our Community
We strive to create strong ties with the communities where our activities take place, be it in London, New
York or Berlin. We try to make sure that local authorities, charities, volunteer and community projects
become part of our activities and are able to benefit from such cooperation.
The Environment
We recognise our environmental responsibilities and are committed to reducing our carbon footprint,
recycling waste materials and improving the efficiency of energy consumption. Where possible, we always
try to keep our training materials, contracts, invoices and other documents purely in electronic form.
Maintaining High Standards of Business Conduct
The Company is incorporated in England and Wales and governed by the Companies Act 2006. Following
its listing on the main market of the London Stock Exchange on 6 April 2023 the Company has adopted the
Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”) and the Board recognises
the importance of maintaining a good level of corporate governance, which, together with the requirements
to comply with the rules of a legacy standard listing, ensures that the interests of the Company’s
stakeholders are safeguarded.
Anti-corruption and anti-bribery trainings are compulsory for all staff and contractors, and the anti-bribery
statement and policy is contained in the Company’s Employee Manual. The Company’s expectation of
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STRATEGIC REPORT
Page 16 of 84
honest, fair and professional behaviour is reflected by this and there is zero tolerance for bribery and
unethical behaviour by anyone relating to the Company.
The importance of making all staff feel safe in their environment is maintained and a whistleblowing policy
is in place to enable staff to confidentially raise any concerns freely and to discuss any issues that arise.
Strong financial controls are in place and are well documented. The risk framework and key business risks
reviewed by the Audit Committee which in turn reports to the Board.
Conclusion
The Directors believe they have acted the way they consider most likely to promote the success of the
Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act
2006.
This Strategic Report was approved by the Board on 29 April 2025 and signed on its behalf by:
Ilya Merenzon
Chief Executive Officer
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Corporate Governance Statement
As Interim Chairman, it is my responsibility to work with my fellow Board members to ensure that the
Company embraces the highest standards of corporate governance and to manage the Board in the best
interests of our many stakeholders. The Board shares my belief that practising solid corporate governance is
essential for building a successful and sustainable business.
World Chess PLC holds a legacy Standard Listing on the Main Market of the London Stock Exchange. While
this status subjects the Company to the ongoing obligations as set by the FCA, it does not require compliance
with the UK Corporate Governance Code.
Notwithstanding this, the Board recognises the importance of sound governance in supporting long-term
success and maintaining stakeholder confidence. Accordingly, the Company has voluntarily adopted the
Quoted Companies Alliance (QCA) Corporate Governance Code and seeks to apply its ten principles in full,
to the extent considered appropriate, having regard to the size, structure and stage of development of the
business.
The QCA Code’s principles, and the Company’s approach to each, are set out in the table on pages 18 to 25.
Where the Company has chosen to depart from the Code’s provisions, a clear rationale is provided.
This Corporate Governance Statement was approved by the Board on 29 April 2025 and signed on its behalf
by:
Neil Rafferty
Interim Chairman
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QCA Code – Application of the Ten Principles of Corporate Governance
Although not required to follow a specific corporate governance code due to its legacy Standard Listing, the
Board of World Chess PLC has voluntarily adopted the QCA Code as the framework for its governance
practices.
The table below outlines each of the QCA Code’s ten principles and sets out how the Company applies them
in practice. Where there are areas of partial compliance or alternative approaches, these are explained in the
relevant sections.
Deliver Growth
QCA Code
Principle Application
What we do and why
1. Establish a
strategy and
business model
which promote
long-term value
for shareholders
The Board must be able to
express a shared view of the
company’s purpose, business
model and strategy. It should
go beyond the simple
description of products and
corporate structures and set
out how the company intends
to deliver shareholder value in
the medium to long-term. It
should demonstrate that the
delivery of long-term growth is
underpinned by a clear set of
values aimed at protecting the
company from unnecessary
risk and securing its long-term
future.
The Group’s purpose, business model and strategy
are explained within the Strategic Report on pages 4
to 5. With principal risks being detailed on page 11
and climate change related risks on page 12 to 14.
The Group uses its internal control systems to
identify risk and implement appropriate measures
to monitor, manage and mitigate known risks.
2. Seek to
understand and
meet
shareholder
needs and
expectations
Directors must develop a good
understanding of the needs
and expectations of all
elements of the Company’s
shareholder base.
The Board must manage
shareholders’ expectations and
should seek to understand the
motivations behind
shareholder voting decisions.
The Board acknowledges the importance of open
and regular communication with shareholders,
within the regulatory constraints applicable to a
public company. As such, the Company will
primarily communicate with shareholders through
regulatory announcements. In addition, the
Company will make use of its investor website to
provide information to shareholders and other
interested parties.
The Company is committed to listening to and
communicating openly with its shareholders to
ensure that its strategy, business model and
performance are clearly understood.
The Chief Executive Officer and, where appropriate,
the Chief Financial Officer and Chair will seek to
talk to the Group’s major shareholders on a regular
basis and ensure that their views are shared with the
Board.
The Board recognises the AGM as an important
opportunity to meet private shareholders. The
Directors are available to listen to the views of all
shareholders informally immediately following the
World Chess Plc – Company Registration No. 10589323
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QCA Code
Principle Application
What we do and why
AGM. Where shareholder voting decisions are not
in line with the Board’s recommendations or
expectations, the Board will seek to engage with the
relevant shareholders to understand and address
any issues.
The Chair, Chief Executive Officer and Chief
Financial Officer are the relevant contacts for
investor relations purposes. The Company may be
required to exercise discretion as to which
shareholder questions shall be responded to, and the
information used to answer questions will be
information that is freely available in the public
domain. The Directors believe that these methods of
shareholder engagement are sufficient to support
the Company’s aims in meeting their needs and
expectations.
3. Take into
account wider
stakeholder and
social
responsibilities
and their
implications for
long-term
success
Long-term success relies upon
good relations with a range of
different stakeholder groups
both internal (workforce) and
external (suppliers, customers,
regulators and others). The
Board needs to identify the
company’s stakeholders and
understand their needs,
interests and expectations.
Where matters that relate to
the Company’s impact on
society, the communities
within which it operates or the
environment have the potential
to affect the company’s ability
to deliver shareholder value
over the medium to long-term,
then those matters must be
integrated into the company’s
strategy and business model.
Feedback is an essential part of
all control mechanisms.
Systems need to be in place to
solicit, consider and act on
feedback from all stakeholder
groups.
The Company recognises the importance of
establishing good relationships and maintaining
open communication channels with different
stakeholder groups. The Company is able to identify
its key stakeholders through the Directors’ and
management’s experience and knowledge of the
operation of the Company.
The Company’s key stakeholders include
employees, subscribers, sponsors and suppliers.
Engaging with our stakeholders strengthens our
relationships and helps the Company make better
business decisions. Some of the initiatives in place to
strengthen and support relationships with
Company’s key stakeholders may include:
•
representing the Company or speaking at
leading industry events;
•
internal communications to enable all staff
to understand performance;
•
annual Strategy Days;
•
regular brainstorming sessions;
•
semi-annual financial results analysis;
•
regular meetings with sponsors and
prospective sponsors; and
•
review of feedback from subscribers via the
online platform.
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GOVERNANCE
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QCA Code
Principle Application
What we do and why
4.Embed
effective risk
management,
throughout the
organisation
considering both
opportunities
and threats
The Board needs to ensure that
the Company’s risk
management framework
identifies and addresses all
relevant risks in order to
execute and deliver strategy;
companies need to consider
their extended business,
including the Company’s
supply chain, from key
suppliers to end-customer.
Setting strategy includes
determining the extent of
exposure to the identified risks
that the company is able to
bear and willing to take (risk
tolerance and risk appetite).
The key risks and challenges to the business are
detailed on page 11. The Company uses its internal
control systems to identify risk and implement
appropriate measures to monitor, manage and
mitigate known risks.
The Board considers risk to the business at every
Board meeting (currently, at least 10 meetings are
planned each year). The Company formally reviews
and documents the principal risks to the business at
least annually.
Both the Board and senior managers are responsible
for reviewing and evaluating risk.
Audit, risk and internal financial controls:
The Company has an established framework of
internal financial controls, the effectiveness of which
is regularly reviewed by the executive management
and the Audit Committee in light of ongoing
assessment of significant risks facing the Company.
The Audit Committee assists the Board in
discharging its duties regarding the financial
statements, accounting policies and the maintenance
of proper internal business, and operational and
financial controls.
The Audit Committee meets at least twice a year
with the Company’s external auditor to discuss any
weakness in the internal control systems, any
fraudulent acts and possible financial risks
discovered by the auditor during their review and
audit process.
The Board is responsible for reviewing and
approving the Company’s overall strategy and its
budgets and plans. There is a process for budgeting
and planning, for monitoring and reporting
business performance against those budgets and
plans to the Board, and for forecasting expected
performance over the remainder of the financial
period.
The Board has ultimate responsibility for the
Group’s system of internal controls and for
reviewing their effectiveness. However, any such
system of internal control can provide only
reasonable, but not absolute, assurance against
material misstatement or loss. The Group continues
to review its system of internal controls to ensure
they are appropriate for the size, complexity and
risk profile of the Group.
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Maintain A Dynamic Management Framework
QCA Code
Principle Application
What we do and why
5. Maintain the
board as a well-
functioning,
balanced team
led by the chair
The Board members have a
collective responsibility and
legal obligation to promote the
interests of the company, and
are collectively responsible for
defining corporate governance
arrangements. Ultimate
responsibility for the quality of,
and approach to, corporate
governance lies with the chair
of the Board.
The Board (and any
committees) should be
provided with high quality
information in a timely manner
to facilitate proper assessment
of the matters requiring a
decision or insight.
The Board should have an
appropriate balance between
executive directors and should
have at least two independent
non-executive directors.
Independence is a Board
judgement.
The Board should be
supported by committees (e.g.,
audit, remuneration,
nomination) that have the
necessary skills and knowledge
to discharge their duties and
responsibilities effectively.
Directors must commit the
time necessary to fulfil their
roles.
The Company is controlled by the Board of
Directors.
The non-executive Chair, is responsible
for the running of the Board and the Chief Executive
Officer, has executive responsibility for running the
Group’s business and implementing Group strategy.
All Directors receive regular and timely information
regarding the Group’s operational and financial
performance. Relevant information is circulated to
the Directors in advance of Board and committee
meetings. All Directors have direct access to the
advice and services of the
de facto
Company
Secretary and are able to take independent
professional advice in the furtherance of their
duties, if necessary, at the Company’s expense.
The Board comprises three Executive Directors and
two Non-Executive Directors, and is currently in the
process of recruiting a third Non-Executive Director
and Chairman following Graham Woolfman’s
resignation from the role on 14 February 2025. In
this process the Board is mindful of obtaining a
suitable balance between independence on the one
hand, and knowledge of the Company on the other,
to enable it to discharge its duties and
responsibilities effectively.
The Board has a formal schedule of matters reserved
to it and is supported by the Audit Committee and
Remuneration Committee. Given the size and
composition of the Board, a separate Nominations
Committee is not considered necessary at this stage
in the Company’s development. In November 2024,
the Board agreed that the role of the Nominations
Committee would be undertaken by the
Remuneration Committee, which now leads on
matters such as Board composition, succession
planning, and the appointment of new directors.
The Company has effective procedures in place to
monitor and deal with potential or actual Directors’
conflicts of interest. The Board is aware of the other
commitments and interests of its Directors, and
changes to these commitments and interests are
reported to and, where appropriate, agreed with the
rest of the Board. At present, each Board member
commits sufficient time to fulfil their duties and
obligations to the Board and the Company.
The number of Board and committee meetings, and
the attendance of the Directors is disclosed on page
28.
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GOVERNANCE
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QCA Code
Principle Application
What we do and why
6. Ensure that
between them
the directors
have the
necessary up-to-
date experience,
skills and
capabilities
The Board must have an
appropriate balance of sector,
financial and public markets
skills and experience, as well as
an appropriate balance of
personal qualities and
capabilities. The board should
understand and challenge its
own diversity, including
gender balance, as part of its
composition.
The Board should not be
dominated by one person or a
group of people. Strong
personal bonds can be
important but can also divide a
Board.
As companies evolve, the mix
of skills and experience
required on the Board will
change, and board composition
will need to evolve to reflect
this change.
Details on each of the Directors, including a
summary of their past experience, is set out on page
26 to 27.
The Directors have a wide range of industry,
financial and capital markets skills based on both
qualifications and experience including significant
fundraisings, M&A activity, running and growing
businesses and financial management.
However, the Board believes that in order to deliver
the Company’s strategy for the benefit of the
shareholders over the medium to long-term, a Non-
Executive Director and Chaiman with experience in
the digital and sports development sectors would be
beneficial to the Company following Graham
Woolfman resignation from the role on 14 February
2025.
The search for candidates is being conducted, and
any appointment will be made, on merit, against
objective criteria and with due regard for the
benefits of diversity on the Board, including gender
identity and ethnic background.
7. Evaluate
board
performance
based on clear
and relevant
objectives,
seeking
continuous
improvement
The Board should regularly
review the effectiveness of its
performance as a unit, as well
as that of its committees and
the individual directors.
The Board performance review
may be carried out internally
or, ideally, externally
facilitated from time to time.
The review should identify
development or mentoring
needs of individual directors or
the wider senior management
team.
It is healthy for membership of
the board to be periodically
refreshed. Succession planning
is a vital task for boards. No
member of the Board should
become indispensable.
The Board performed an evaluation, review of its
operation and performance with the input of an
external facilitator in December 2024.
This review was carried out to ensure director
performance is, and continues to be effective, and
that where appropriate they maintain their
independence and that they are demonstrating
continued commitment to the role.
On 14 February 2025, Graham Woolfman, the
Company's Non-Executive Chairman, stepped
down with immediate effect and Neil Rafferty, a
Non-Executive Director, was appointed as Interim
Chairman and the process to recruit a new Non-
Executive Director and Chairman to include
experience of the digital and sports development
sectors, commenced.
Continuing Directors stand for re-election at the
AGM at least every 3 years.
8. Promote a
corporate
culture that is
The Board should embody and
promote a corporate culture
that is based on sound ethical
The Board aims to lead by example and do what is
in the best interests of the Company.
The Company has adopted a Code of Conduct
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GOVERNANCE
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QCA Code
Principle Application
What we do and why
based on ethical
values and
behaviours
values and behaviours and use
it as an asset and a source of
competitive advantage.
The policy set by the board
should be visible in the actions
and decisions of the chief
executive and the rest of the
management team.
Corporate values should guide
the objectives and strategy of
the Company.
The culture should be visible in
every aspect of the business,
including recruitment,
nominations, training and
engagement. The performance
and reward system should
endorse the desired ethical
behaviours across all levels of
the Company.
The corporate culture should
be recognisable throughout the
disclosures in the annual
report, website and any other
statements issued by the
Company.
detailing the Board’s expectations in relation to
social responsibility, sustainability, human rights
and ethical standards for all employees and
contractors. The Company aims to conduct its
business with honesty and integrity, respecting
human rights and the interests of its employees,
partners and third parties and endeavours to follow
sustainable and responsible management practices
in protecting the long-term interests of the business,
its employees and community stakeholders.
The Company has adopted a share dealing code for
the Directors and applicable employees of the
Group for the purpose of ensuring compliance by
such persons with the retained EU law version of
the Market Abuse Regulation.
9. Maintain
governance
structures and
processes that
are fit for
purpose and
support good
decision-
making by the
Board
The Company should maintain
governance structures and
processes in line with its
corporate culture and
appropriate to its:
•
size and complexity; and
•
capacity,
appetite,
and
tolerance for risk.
The governance structures
should evolve over time in
parallel with its objectives,
strategy and business model to
reflect the development of the
Company.
Currently the Board meets at least 6 times each year,
either in person or by phone or other “virtual”
means. This may be supplemented by additional
meetings as and when required. The Board and its
Committees receive appropriate and timely
information prior to each meeting; a formal agenda
is produced for each meeting, and Board and
Committee papers are distributed several days
before meetings take place. Any Director may
challenge Company proposals and decisions are
taken democratically after discussion. Any specific
actions arising from such meetings are agreed by the
Board or relevant Committee and then followed up
at the next meeting.
The Board is responsible for the long-term success of
the Company. There is a formal schedule of matters
reserved to the Board. It is responsible for overall
Group strategy.
It monitors the exposure to key business risks and
reviews the Group’s strategic direction, annual
budgets and performance in relation to those
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QCA Code
Principle Application
What we do and why
budgets. There is a clear division of responsibility at
the head of the Company. The Chair is responsible
for running the business of the Board and for
ensuring appropriate strategic focus and direction.
The Chief Executive Officer is responsible for
proposing the strategic focus to the Board,
implementing it once it has been approved and
overseeing the management of the Company
through the executive team.
Senior executives below Board level may attend
Board meetings where appropriate to present
business updates.
The Audit Committee meets at least three times a
year and is responsible for review and approval of
the half-yearly and annual reports and for
communication with the external auditor in relation
to any matters found during the courses of their
interim review and final audit of the Group. The
Audit Committee is also responsible for reviewing
the internal control system on a regular basis to
prevent the occurrence of any fraudulent acts within
the Group and reviewing the independence of the
external auditor.
The Remuneration Committee will meet at least
twice a year.
Recommendations will be made to the Board for
ensuring that the Executive Directors are fairly
rewarded for their individual contribution to the
Group.
The role of the Nominations Committee is
performed by the Remuneration Committee,
following a decision of the Board in November 2024.
This arrangement is considered appropriate given
the size and composition of the Board.
The Board will continue to monitor its governance
structures with the QCA Code in mind. The
Company is committed to the evolution of its
corporate governance in line with best practice, to
the extent the Directors judge it appropriate
considering the Company’s size, stage of
development and resources.
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Build Trust
QCA Code
Principle Application
What we do and why
10.
Communicate
how the
Company is
governed and is
performing by
maintaining a
dialogue with
shareholders
and other
relevant
stakeholders.
A healthy dialogue should
exist between the Board and all
of its stakeholders, including
shareholders, to enable all
interested parties to come to
informed decisions about the
Company.
In particular, appropriate
communication and reporting
structure should exist between
the Board and all constituent
parts of its shareholder base.
This will assist:
•
the communication of
shareholders’ views to
the board; and
•
the shareholders’
understanding of the
unique circumstances and
constraints faced by the
Company.
It should be clear where these
communication practices are
described (annual report or
website).
The Company will communicate with shareholders
through the Annual Report and Accounts,
regulatory announcements (including full-year and
half-year reports), the AGM, one-to-one meetings
with large existing or potential new shareholders,
and investor presentations to smaller, retail
shareholders. A range of corporate information
(including all Company announcements and
presentations) is also available to shareholders,
investors and the public on the Company’s website:
www.worldchess.com.
The Company’s Report & Accounts and Notices of
General Meetings will be available in the Report and
Accounts section of the website.
The results of voting on all resolutions in future
general meetings will be posted to the Company’s
website and announced via RNS.
World Chess Plc – Company Registration No. 10589323
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Board of Directors
The Board is comprised of three Executive Directors, the Non-Executive Interim Chair, and a further Non-
Executive Director. The Board recognises the current vacancy for a Non-Executive Chair and is seeking to
appoint a candidate with experience in the digital and sports development sectors, which will augment the
Board’s existing blend of industry, financial, and public market experience. The Audit and Remuneration
Committees are comprised of Non-Executive Directors. The role of the Nominations Committee is currently
performed by the Remuneration Committee, however when separately constituted, the Nominations
Committee will also comprise Non-Executive Directors.
The Board is collectively responsible for the long-term success of the Group. The Board provides
entrepreneurial leadership within a framework of controls which enables risk to be assessed and managed.
The Board determines strategy and ensures that the necessary resources are in place to execute that strategy.
An important part of the Board’s role is the review of management performance. The Company’s process for
evaluating the effectiveness of the Board and Directors’ performance comprises annual internal reviews of
executive and non-executive directors’ performance. The results of such reviews are used to determine
whether any alterations are needed or whether any additional training would be beneficial.
Non-Executive Directors are required to devote at least 2 days (on average) per month to their directors’
duties whereas Executive Directors are expected to devote such time as is required for the proper
performance of their duties.
Ilya Merenzon, Chief Executive Officer
Ilya was educated in the US and holds an MPhil in Economics and an MBA. His previous experience
includes working for the New York mayor’s office where he was part of the team that developed the ‘e-
government project’. Ilya led a successful communications and government relations practice in New York,
and his clients included the New York Stock Exchange and the New York Times. Ilya advised on several
IPOs in the US, including the listing of Rostelecom, Russia’s top telecommunications company. He has won
several awards for his work in communications and finance.
Matvey Shekhovtsov, Chief Operating Officer
Matvey obtained a master’s degree in International Economic Law at the Moscow State Institute of
International Relations and a Master I degree of the European and French Economic Law at Paris 1
Pantheon-Sorbonne University.
His fields of expertise include tax planning, compliance, sports law and corporate governance. He has
participated in numerous PR, sport, and media projects. He joined the World Chess project in 2014 and in his
current position oversees day-to-day operations of the Company with special focus on compliance, corporate
governance, and finance.
Jamison Reed Firestone, Non-Executive Director
Jamison is a graduate of Tulane Law School and a member of the New York Bar. He founded the first
independent foreign law firm in Russia. He lived in Moscow for eighteen years and has managed a law
practice there since 1993. He was also a member of the Board of Directors of the American Chamber of
Commerce in Russia for six years, where he lobbied both the US and Russian governments for changes to
improve trade and business in Russia.
In 2007 Jamison’s original Russian law firm exposed the largest tax fraud perpetrated against the Russian
Government. During the last ten years Jamison has spent considerable effort advising on issues of how to
effectively sanction dictatorships and kleptocracies and what to do with the frozen funds of kleptocratic
regimes which belong to the people of their nations.
World Chess Plc – Company Registration No. 10589323
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Graham Woolfman, Non-executive Chair (resigned on 14 February 2025)
Richard Collett, Chief Financial Officer
Richard is a member of the Chartered Institute of Management Accountants (CIMA) and a non-practicing
barrister, he has a degree in Economics from the University of Leeds and a post graduate diploma in Law
from the City Law School, City University, London. He has nearly 20 years’ experience leading finance, IT,
HR and legal teams in SME’s and scale up businesses, both privately owned, AIM and main market listed,
across a range of industries including entertainment, travel, property, professional services, manufacturing,
and luxury retail.
Prior to joining World Chess Richard was Chief Financial Officer at Live Company Group PLC, the AIM
listed events and entertainment group, and prior to that he was Chief Operating Officer at Ellwood Atfield.
He has also held senior finance positions at Ten Group, Donaldsons (now part of Cushman & Wakefield),
and Hay Group (now part of Korn Ferry).
Neil Rafferty, Non-Executive Director, appointed interim Chair 14 February 2025
Neil has spent much of his career in the telecoms and technology sectors holding a variety of senior
executive positions. These range from being CEO & Board member of Easynet PLC (listed on the main
London Stock Exchange before being acquired), CEO of Priority Telecom (a Dutch based cable company),
and CEO of UCS (a Swiss based pan-European network carrier) which he managed through to sale after
completing a significant business ‘turn-around’. He was also Global Operation Director at Cisco Systems,
primarily responsible for the British Telecom relationship, which was one of Cisco’s largest global
customers.
Neil was a Non-Executive director of Ethernity Networks Ltd, quoted on AIM since 2017, where he
supported the process in the run up to its successful IPO and was Chair of the Nomination Committee as
well as serving on the Audit & Risk Committee and Remuneration Committee until December 2021. Latterly,
as founder of Portent Business Services, he has been advising companies across a variety of sectors primarily
helping them implement growth strategies.
Neil holds a BA (Hons) degree from Newcastle Polytechnic.
Role of the Board
The Company will hold timely board meetings as issues arise which require the attention of the Board. The
Board is responsible for the management of the business of the Company, setting the strategic direction of
the Company and establishing the policies of the Company. It is the Directors’ responsibility to oversee the
financial position of the Company and monitor the business and affairs of the Company, on behalf of the
Shareholders, to whom they are accountable. The primary duty of the Directors is to act in the best interests
of the Company at all times. The Board also addresses issues relating to internal control and the Company’s
approach to risk management and has formally adopted an anti-corruption and bribery policy.
Graham Woolfman (prior to his resignation), Neil Rafferty, and Jamison Reed Firestone are considered by
the Board to be independent Non-Executive Directors.
The Directors have established an Audit Committee, and a Remuneration Committee with formally
delegated duties and responsibilities. The Company Secretary has the responsibility of advising the Board on
corporate governance matters and assisting with the flow of information to and from the Board.
Audit Committee
The Audit Committee, which during the year comprised Graham Woolfman, Jamison Reed Firestone and
Neil Rafferty as Chair, has the primary responsibility for monitoring the quality of internal control and
ensuring that the financial performance of the Company is properly measured and reported on and for
reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls.
The committee is also responsible for making recommendations to the Board on the appointment of auditors
and the audit fee and for ensuring the financial performance of the Company is properly monitored and
reported. The Audit Committee will meet not less than three times a year.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 28 of 84
Remuneration Committee
The Remuneration Committee, which during the year comprised Graham Woolfman as Chair, Jamison Reed
Firestone and Neil Rafferty, is responsible for the review and recommendation of the scale and structure of
remuneration for senior management, including any bonus arrangements or the award of share options with
due regard to the interests of the shareholders and the performance of the Company.
Market Abuse Regulation
The Company has adopted a share dealing policy which sets out the requirements and procedures for the
Board and applicable employees' dealings in any of its Ordinary Shares in accordance with the provisions of
UK Market Abuse Regulations as implemented under the European Union (Withdrawal) Act 2018 as
amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019.
Meeting Attendance
Board Meetings
Audit
Committee
Remuneration
Committee
Ilya Merenzon
13
n
/a
n
/a
Matvey Shekhovtsov
13
n
/a
n
/a
Jamison Firestone
13
2
1
Graham Woolfman
13
2
1
Richard Collett
13
n
/a
n
/a
Neil Rafferty
13
2
1
During the year ended 31 December 2024 the Board met thirteen times, the Audit Committee met twice, (a
third meeting would normally be expected to take place in December 2024 but actually took place in
February 2025), and the Remuneration Committee met once. (2023: the Board met thirteen times, of which
one was prior to the appointment of Graham Woolfman, Richard Collett and Neil Rafferty, the Audit
Committee met five times, and the Remuneration Committee met twice.)
Directors’ Interest in Shares
The interest of Directors and their connected persons in shares of the Company were:
31 December 2024
31 December 2023
Ilya Merenzon
404,520,000
443,870,000
Matvey Shekhovtsov
33,350,000
16,680,000
Jamison Firestone
5,560,000
5,560,000
Graham Woolfman – appointed 6 April 2023, resigned 14
February 2025
-
-
Richard Collett – appointed 6 April 2023
5,319
5,319
Neil Rafferty – appointed 6 April 2023
-
-
By an agreement dated 28 April 2023 Graham Woolfman was granted an option over 6,669,055 Ordinary
Shares exercisable between 6 April 2024 and 6 April 2029 at a price of €0.07 (seven euro cents) per share.
By an agreement dated 28 April 2023 Neil Rafferty was granted an option over 1,667,264 Ordinary Shares
exercisable between 6 April 2024 and 6 April 2029 at a price of €0.07 (seven euro cents) per share.
The Company does not have an annual or long-term incentive scheme in place, except for the issue of share
options as detailed above, for any of the Directors and as such there are no disclosures in this respect.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 29 of 84
Term of Appointment
Year of
appointment
Number of years
completed
Date of current
engagement letter
Ilya Merenzon
2017
8
6 April 2023
Matvey Shekhovtsov
2017
8
6 April 2023
Jamison Firestone
2020
4
6 April 2023
Graham Woolfman (resigned 14
February 2025)
2023
1
6 April 2023
Richard Collett
2023
1
6 April 2023
Neil Rafferty
2023
1
6 April 2023
Board Diversity
Gender identity
Number of
Board
members
Percentage
of the
Board
Number of senior positions
on the Board (CEO, CFO,
SID and Chair)
Men
6
100%
3
Women
-
-
-
Not specified/prefer not to say
-
-
-
Ethnic background
Number of
Board
members
Percentage
of the
Board
Number of senior positions
on the Board (CEO, CFO,
SID and Chair)
White British or other White
(including
minority-white groups)
6
100%
3
Mixed/Multiple Ethnic Groups
-
-
-
Asian/Asian British
-
-
-
Black/African/Caribbean/Black British
-
-
-
Other ethnic group, including Arab
-
-
-
Not specified/ prefer not to say
-
-
-
In the opinion of the Board, only the Directors of the Company, as detailed above, are regarded as key
management personnel and there are no additional executive management personnel.
The Board acknowledges the challenges of its composition and where new Board appointments are
considered, the search for candidates, and appointments, will have due regard to the benefits of diversity on
the Board, including gender identity and ethnic background.
Board Development
The Directors receive regular updates on legal, regulatory and governance matters from the Group’s
financial advisors, Company Secretary, independent external auditor and other external advisers to ensure
the Directors’ awareness and the Board’s governance processes are up to date.
Each Director keeps their relevant skills and knowledge up to date through formal and informal methods
including qualified continuing professional development (if applicable), memberships of leadership
communities and knowledge-based networking.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 30 of 84
Audit Committee Report
The Board has established an Audit Committee, with the appropriate Terms of Reference, as stewards of the
Company's financial integrity and transparency.
Overview of Activities:
The Audit Committee has undertaken a review of the Company's financial reporting processes, internal
controls, risk management, and compliance with applicable laws and regulations.
Oversight of Financial Reporting:
Reviewed and approved the Company's financial statements, ensuring compliance with UK – adopted
International Accounting Standards and IFRIC interpretations and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS and applicable regulatory requirements.
Engaged with management and external auditors to address any significant accounting policies, estimates,
or judgments impacting financial reporting.
External Audit:
Evaluated the independence, qualifications, and performance of the external auditors, Moore Kingston
Smith LLP, ensuring their suitability to carry out the audit engagement.
The Committee noted that this is the third year of Moore Kingston Smith LLP’s tenure and whilst the
Company has no specific policy on auditor rotation the Committee continues to monitor auditor
independence and effectiveness and concluded that a resolution to re-appoint Moore Kingston Smith LLP
should be put to the shareholders at the next Annual General Meeting.
Monitored the progress of the external audit, reviewed audit plans, and provided oversight to ensure the
audit was conducted efficiently and effectively.
Addressed any issues or concerns raised by the auditors and facilitated their communication with the Board
where necessary.
This Audit Committee Report was approved by Audit Committee on 29 April 2025 and signed on its behalf
by:
Neil Rafferty
Chair of the Audit Committee
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 31 of 84
Directors’ Remuneration Report
Remuneration Committee
The Board recognises the importance of attracting, retaining and motivating talent within the Board and the
wider team to ensure the success of the Company.
The Remuneration Committee is responsible for reviewing and determining compensation arrangements for
all Directors and senior executives, including implementing and revieing performance targets, measuring
performance against targets and calculating any performance related remuneration as well considering and
approving any discretionary payments. The Committee considers the appropriateness of the nature and
amount of emoluments of such officers on a periodic basis by reference to relevant employment market
conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high-
quality Board and senior executive team.
The Company’s Remuneration Policy was approved by shareholders at the Annual General Meeting held on
24 June 2024 with 99.97% of votes cast in favour 0.01% of votes cast against and 0.02% of votes (representing
82,000 shares) withheld.
Policy table for Executive Directors
Basic Salary
Purpose and link
to strategy
Operation
Opportunity & Performance
Conditions
Attract, retain,
and reward high
calibre directors
and managers.
Salary levels (and subsequent
increases) are set after reviewing
various factors including individual
and Company performance, role
and responsibility, internal
relativities such as the increases
awarded to other employees and
prevailing market levels at
companies of comparable status
and market value, considering the
total remuneration package.
Salaries are normally reviewed
annually, there is no guarantee of
an increase as such review.
While there is no maximum salary
level or maximum increase that
may be offered, salary increases
will normally be in line with typical
increases awarded to other
employees in the Group.
There are no specific performance
criteria, although performance of
both the company and the
individual are taken into account
when determining an appropriate
level of base salary (or subsequent
increase).
Benefits
Attract, retain,
and reward high
calibre directors
and managers.
Benefits, which are on similar terms
to those offered to the wider
workforce or required to remain
market competitive, generally
include private medical cover and
life assurance cover.
Overseas recruitment or an
international assignment may
require the benefits package to be
more tailored and may include, for
example, relocation costs, as
necessary.
There is no prescribed maximum
limit. However, the Committee
monitors annually the overall cost
of the benefits provided.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 32 of 84
Pension
Attract, retain and
reward high
calibre directors
and managers.
Defined contribution pension
benefits reflect relevant market
practice and are determined by the
automatic enrolment laws under
the Pensions Act 2008 and a
potential separate private pension
plan arranged by the Company.
There is no prescribed maximum
limit.
However,
the
Committee
monitors annually the overall cost of
the benefits provided.
Bonus
Rewards both
short and long-
term
performance.
Bonus arrangements encourage and
reward the delivery of business
objectives. Bonus payments are
discretionary and conditional upon
the director of manager meeting in
full or in part specific conditions
and targets.
Bonus may be based on a mix of
financial, operational, strategic, and
individual performance measures.
The exact metrics are determined
each year depending on the key
goals for the forthcoming year and
the annual bonus is normally paid
in cash.
There is no prescribed maximum
limit.
However,
the
Committee
monitors annually the overall cost of
the benefits provided.
Shareholding
Aligns interests of
directors and
managers with
shareholders.
The Company intends to adopt an
incentive plan under which it may
award new Ordinary Shares to
directors, employees and
consultants pursuant to share
option and incentive schemes
approved by the Board.
It is intended that any individual
awards under any such scheme will
be subject to vesting and/or
performance conditions.
Ordinary Shares under such plans
will not exceed three percent of the
Company’s issued Ordinary Shares
from time to time without the prior
approval of Shareholders.
The Chief Executive Officer, Ilya
Merenzon, and Chief Operating
Officer, Matvey Shekhovtsov, built
up significant shareholdings in the
Company prior to listing.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 33 of 84
Policy table for Non-executive Directors
Fees
Purpose and link
to strategy
Operation
Opportunity & Performance
Conditions
Attract, retain,
and reward high
calibre directors.
Director fees (and subsequent
increases) are set after reviewing
various factors including individual
responsibilities, such as Committee
Chairmanship, time commitment,
general employee pay increases,
and prevailing market levels at
companies of comparable status
and market value.
Fee increases are normally
reviewed annually.
Non-executive Directors also
receive reimbursement of
reasonable expenses incurred in
connection with Company.
There is no maximum fee level or
maximum increase that may be
offered and there are no specific
performance criteria.
Shareholding
Aligns interests of
directors and
with
shareholders.
The Company considers ownership
of Company shares by non-
executive directors as a positive
alignment of their interest with
shareholders.
Non-executive directors may
therefore be invited to participate in
any incentive share plan the
Company may adopt. It is intended
that any individual awards under
any such scheme will be subject to
vesting and/or performance
conditions.
The Company’s Executive Directors
will periodically review the
shareholdings of the Non-executive
Directors and will seek guidance
from its advisors if, at any time, it is
concerned that the shareholding of
any Non-executive Director may, or
could appear to, conflict with their
duties as an independent non-
executive Director.
There is no target shareholding and
there are no specific performance
criteria, however the Company’s
Executive Directors will
periodically review the
shareholdings of the Non-executive
Directors and will seek guidance
from its advisors if, at any time, it is
concerned that the shareholding of
any Non-executive Director may, or
could appear to, conflict with their
independence.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 34 of 84
Remuneration of Directors 2024 (audited)
Salary and
fees €
Benefits-in-kind
€
Pension
contributions €
2024
Total €
Ilya Merenzon
212,400
-
-
212,400
Matvey Shekhovtsov
96,200
-
-
96,200
Jamison Firestone
1
37,847
-
773
38,620
Graham Woolfman
50,706
-
-
50,706
Richard Collett
1
118,264
-
1,561
119,825
Neil Rafferty
37,899
-
-
37,899
553,316
-
2,334
555,650
1 – Pension contributions for Mr Collett and Mr Firestone are in accordance with the auto enrolment provisions of the Pensions Act 2008
Remuneration of Directors 2023 (audited)
Salary and
fees €
Benefits-in-kind
€
Pension
contributions €
2023
Total €
Ilya Merenzon
210,000
-
-
210,000
Matvey Shekhovtsov
114,600
-
-
114,600
Jamison Firestone
1
14,440
-
252
14,692
Graham Woolfman
36,880
-
-
36,880
Richard Collett
1
87,810
-
1,031
88,841
Neil Rafferty
27,760
-
-
27,760
491,490
-
1,283
492,773
1 – Pension contributions for Mr Collett and Mr Firestone are in accordance with the auto enrolment provisions of the Pensions Act 2008
In 2024 and 2023 all remuneration was fixed.
Policy on payment for loss of office
Executive Directors’ service agreements include provisions for payment in lieu of notice, the circumstances
surrounding any departure, will be considered on a case-by-case basis however the Company strongly
opposes rewarding failure.
Service agreements may be terminated immediately without notice or payment in lieu of notice in instances
of gross misconduct. The Company may require the Executive Director to continue working during their
notice period or may opt to place them on ‘garden leave’, especially if they have access to sensitive
commercial information, to safeguard the Company’s and shareholders’ interests.
The Remuneration Committee retains the discretion to make additional payments upon an Executive
Director’s cessation of office or employment. Such payments are made in good faith, either to fulfil existing
legal obligations, settle claims arising from the departure, or bolster the Group’s post-termination rights.
These payments may encompass reasonable relocation costs, potential tax exposure expenses, fees for
outplacement assistance, and legal or professional advisory fees related to the cessation of office or
employment.
Service agreements and Letters of Appointment
In April 2023, following its admission to trading, the Company reviewed the remuneration packages and
service contracts for existing Directors and appointed three new Directors, details of the new agreements for
all directors are summarised below.
UK-based executive Directors are entitled to participate in the Company’s auto-enrolment pension scheme if
they wish. The Directors are reimbursed by the Company for any travel, hotel, or other expenses that they
occur in connection with the discharge of their duties.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 35 of 84
Matvey Shekhovtsov
Matvey Shekhovtsov entered into a service agreement with the Company dated 6 April 2023 as Chief
Operating Officer of the Company. The service agreement is terminable on six months’ notice by either party
and contains customary post-employment restrictive covenants. He also has a German employment
agreement dated 1 March 2022 in respect of duties undertaken direct for World Chess Europe GmbH.
Ilya Merenzon
Ilya Merenzon entered into a service agreement with the Company dated 6 April 2023 as Chief Executive
Officer of the Company. The service agreement is terminable on six months’ notice by either party and
contains customary post-employment restrictive covenants. He also has a German employment agreement
dated 1 March 2022 in respect of duties undertaken direct for World Chess Europe GmbH.
Richard Collett
Richard Collett entered into a service agreement with the Company dated 6 April 2023 for an initial term of
24 months, but terminable on three months’ notice by either party. The service agreement contains
customary post-employment restrictive covenants.
Graham Woolfman
On 14 February 2025 Graham Woolfman resigned as a Non-Executive Director and Chairman of the
Company.
Neil Rafferty
On 6 April 2023, the Company and Neil Rafferty entered into a letter of appointment pursuant to which Neil
Rafferty will act as an independent non-executive director of the Company. The appointment may be
terminated upon three months; notice by either party at any time. On 14th February 2025 Neil Rafferty
assumed the role of Interim Chairman.
Jamison Firestone
On 6 April 2023, the Company and Jamison Firestone entered into a letter of appointment pursuant to which
Jamison Firestone will act as an independent non-executive director of the Company. The appointment may
be terminated upon three months; notice by either party at any time.
Material Interests
So far as the Board is aware, no director had any material interest in a contract of significance (other than
their service contract) with the Company or any of its subsidiary companies during the year.
This Remuneration Report was approved by the Remuneration Committee on 29 April 2025 and signed on
its behalf by:
Neil Rafferty
Chair of the Remuneration Committee
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 36 of 84
Directors’ Report
The Directors present their Annual Report and the audited Group and Company financial statements of
World Chess PLC for the year ended 31 December 2024.
In accordance with section 414c (11) of the Companies Act 2006, the Directors have chosen to include
information about the future developments, principal risks and uncertainties and relationships with
employees, customers and suppliers in the Strategic Report.
Principal Activities
globally through the commercial offering of different chess related activities, including the organisation of
top-level tournaments, operation of the official online gaming platform of FIDE and other sport, lifestyle and
Directors
The Directors who served during the period, and up to the date of this report, except where stated, were as
follows:
•
Ilya Merenzon
•
Matvey Shekhovtsov
•
Jamison Reed Firestone
•
Graham Woolfman (resigned 14 February 2025)
•
Richard Collett
•
Neil Rafferty
Dividends
The Directors do not propose a dividend in respect of the year ended 31 December 2024 (2023: €nil).
Political donations
The Company did not make any political donations or expenditure in the year (2023: €nil)
Directors' and officers’ indemnity insurance
During the year, Directors’ and officers’ liability insurance was maintained for Directors and other officers of
the Company as permitted by the Companies Act 2006.
Financial risk management
The Group’s financial risk management objectives are detailed in note 22.
Subsequent Events
Events occurring after the reporting period have been detailed in the Strategic Report and in note 30.
Current Director Shareholdings
Directors direct and indirect interests in the issued share capital of the Company as at the date of this report:
No. of shares
at 29 April 2025
%
Ilya Merenzon
404,520,000
56.57
Matvey Shekhovtsov
33,350,000
4.66
Jamison Firestone
5,560,000
0.78
Richard Collett
5,319
0.00
Neil Rafferty
-
-
By an agreement dated 28 April 2023 Graham Woolfman (resigned 14 February 2025) was granted an option
over 6,669,055 Ordinary Shares exercisable between 6 April 2024 and 6 April 2029 at a price of €0.07 (seven
euro cents) per share.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 37 of 84
By an agreement dated 28 April 2023 Neil Rafferty was granted an option over 1,667,264 Ordinary Shares
exercisable between 6 April 2024 and 6 April 2029 at a price of €0.07 (seven euro cents) per share.
The Company does not have an annual or long-term incentive scheme in place except for the issue of share
options as detailed above, the for any of the Directors and as such there are no disclosures in this respect.
Substantial Shareholdings
The Directors were advised of the following significant direct and indirect interests in the issued share
capital of the Company above 3% as at 29 April 2025:
No. of shares
%
Ilya Merenzon
404,520,000
56.75
Prytek Investment Holdings Pte Ltd
83,910,000
11.73
Yuri Milner
1
50,455,671
7.02
Matvey Shekhovtsov
33,350,000
4.66
Mikhail Merenzon
22,680,000
3.17
Andrey Insarov
2
35,954,761
5.03
AIC Capital LLC
24,740,000
3.46
1 – Yuri Milner’s interest includes ordinary shares held by Breakthrough Initiatives Ltd, Steinitz Investments Ltd, and Euler Fund
L.P., entities over which he exerts significant influence.
2 – Andrey Insarov’s interest includes ordinary shares held by Intis Telecom Limited an entity over which he exerts significant
control.
Controlling Shareholder
Ilya Merenzon, who is the Chief Executive Officer of the Group, holds 56.75% of the total issued share capital
of the Company.
A relationship agreement dated 6 April 2023 between Mr Merenzon, the Company and Novum Securities
Limited (‘Novum’) pursuant to which Mr Merenzon has agreed with the Company and Novum that for such
time as he and his affiliates own or control interests in Ordinary Shares comprising not less than 25% of the
Company’s issued Ordinary Shares from time to time, he will not exercise and will procure that his affiliates
will not exercise, his voting rights to influence the Directors or to change the Company’s articles of
association to result in his position and those of his affiliates being preferred or promoted ahead of those of
other shareholders, and to exercise (or to refrain from exercising, as the case may be) such voting rights so as
to ensure that the Company is managed and conducted independently from him and such affiliates acting as
majority shareholder on the operational level.
Aside from as stated above, to the best of the Directors’ knowledge no-one, directly or indirectly, acting
jointly, exercise or could exercise control over the Company.
Going Concern
The Directors have assessed the viability of the Group as detailed in note 2 on page 58. Based on this
assessment, the Directors have a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over this period. However, as detailed in note 2 page 58, this
assessment includes a material uncertainty related to the refinancing of existing borrowing due in 2026. This
uncertainty may cast significant doubt on the Group’s ability to continue as a going concern beyond the
assessment period.
Streamlined Energy and Carbon Reporting (SECR)
Scope of the Report
This disclosure covers the reporting period from 1 January 2024 to 31 December 2024 and includes carbon
and energy data for World Chess PLC’s consolidated operations. The Group does not own production
facilities and operates primarily through serviced office spaces and remote working. As such, the majority of
emissions fall within Scope 2 (indirect energy consumption) and Scope 3 (other indirect emissions). The
Group does not report Scope 1 emissions as it does not own or operate any facilities that result in direct
emissions.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 38 of 84
The following scope categories have been included in the report:
•
Scope 2
: Electricity use from metered premises, based on consumption data where available.
•
Scope 3
: Business travel, employee commuting and purchased goods and services. Scope 3
emissions are calculated using the EXIOBASE Multi-Regional Environmentally Extended Input-
Output (EEIO) Model to estimate emissions from procurement and travel activity.
A location-based approach has been used to calculate Scope 2 emissions, reflecting the average grid
emissions in the country of operation (primarily Germany).
Methodology
Emissions are calculated using the GHG Protocol methodology and apply the latest government conversion
factors. For Scope 3 procurement emissions, expenditure data is mapped to EEIO emission factors to provide
a reliable estimate of upstream environmental impacts.
Energy Efficiency Measures
During 2024, the Group implemented several energy efficiency initiatives, including:
•
Consolidation of in-person business travel through digital alternatives (virtual meetings);
•
Introduction of procurement guidelines that favour low-emission vendors and services; and
•
Continued optimisation of the World Chess Club Berlin’s energy usage.
Emissions Intensity & Targets
The Group is committed to improving its emissions intensity on a per-revenue basis. Its near-term goals are:
•
Achieve a 10% reduction in emissions intensity (tCO₂e/€m revenue) by 2026, using 2024 as the
baseline year;
•
Transition to 100% renewable electricity in all office and venue locations by 2027;
•
Reduce carbon intensity per digital user by 30% by 2030 (baseline year: 2024); and
•
Include Scope 3 supplier engagement in its climate strategy by 2025.
In 2024, Scope 3 emissions fell significantly from 1,661 tCO₂e in 2023 to 641.6 tCO₂e, primarily due to the
completion of the one-off fit-out of the World Chess Club Berlin (WCCB) in 2023, which reduced carbon-
intensive procurement. This reduction occurred despite revenue remaining relatively unchanged, increasing
by only 4%.
Business travel emissions also declined substantially, from 55.9 tCO₂e in 2023 to 6.3 tCO₂e in 2024, reflecting
a more sustainable approach, including greater use of virtual meetings and optimised scheduling of in-
person engagements.
Kilowatt hours of
energy (kWh)
Tonnes of carbon dioxide
equivalent (tCO2e)
2024
2023
2024
2023
Scope 1
-
-
-
-
-
Scope 2
Rest of world electricity
(location based)
122,127
84,374
39.2
52.1
Scope 3
Business travel
28,183
260,957
6.3
55.9
Employee commuting
124,094
-
27.9
-
Upstream
transportation
and
distribution
-
1,888,250
-
391.0
Purchased goods and services
2,727,446
6,133,192
613.7
1,270.0
Total
3,001,850
8,366,773
687.1
1,769.0
Intensity ratio per €m revenue
1,233,211
3,567,172
282
754
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 39 of 84
While electricity usage increased with the first full year of operations at WCCB, Scope 2 emissions fell by
24.7%, largely due to the decarbonisation of the electricity grid in Germany.
Looking ahead, the Group will continue to refine its data collection processes and is also developing a more
detailed climate transition plan aligned with the UK’s TCFD and SDR frameworks.
Equal opportunities
The Company promotes a policy for the creation of equal and ethnically diverse employment opportunities
including with respect to gender. The Company promotes and encourages employee involvement wherever
practical as it recognises employees as an asset and one of the key contributions to the Company’s success.
Internal controls
The Board has ultimate responsibility for the Group’s system of internal controls and for reviewing their
effectiveness. However, any such system of internal control can provide only reasonable, but not absolute,
assurance against material misstatement or loss. The Group continues to review its system of internal
controls to ensure they are appropriate for the size, complexity and risk profile of the Group.
The risk and control management system framework includes:
•
close management of the day-to-day activities of the Group by the Executive Directors;
•
regular reviews of its risk register;
•
comprehensive annual budgeting process, which is approved by the Board;
•
detailed monthly reporting of performance against budget; and
•
central control over key areas such as capital expenditure authorisation and banking facilities.
The Executive Directors are responsible for ensuring that the risk and control management system
framework is implemented effectively within their respective business areas. This includes ensuring an
effective risk culture is in place, with risk management embedded in the business. The Board delegates its
responsibility to identify, assess and manage climate-related risk to the Audit Committee.
The Group continues to review its system of internal control to ensure adherence to best practice, whilst also
having regard to its size and the resources available. A whistle blowing policy is in place to enable
employees to report to the Board, in confidence, any risks or threats to the operations of the business,
however the Board considers that the introduction of an internal audit function is not appropriate at this
juncture but will keep this under review.
Corporate Governance
The Company has adopted the Quoted Companies Alliance Corporate Governance Code (the "QCA Code")
as its benchmark for governance practices, having regard to the Company's size, stage of development and
resources. The Board believes the QCA Code provides an appropriate framework to support effective
corporate governance and long-term value creation for shareholders.
A detailed statement of how the Company has applied each of the ten principles of the QCA Code, including
an explanation of any departures from the Code and the reasons for them, is set out on pages 18 to 25 of this
Annual Report.
Provision of information to auditor
So far as each of the Directors is aware at the time this report is approved:
•
there is no relevant audit information of which the Company’s auditor is unaware; and
•
the Directors have taken all steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
Auditor
Moore Kingston Smith LLP were reappointed as auditors for the Company for the financial year 2024 at the
AGM in June 2024. A resolution to re-appoint Moore Kingston Smith LLP will be put to the shareholders at
the next Annual General Meeting.
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 40 of 84
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available
on a website. Financial statements are published on the Company’s website in accordance with legislation in
the United Kingdom governing the preparation and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the
responsibility of the directors. The Directors’ responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Directors’ responsibilities pursuant to DTR4 (Disclosure and Transparency Rules)
The Directors confirm to the best of their knowledge and belief:
•
The Group and Company financial statements have been prepared in accordance with UK-adopted
International Accounting Standards, and give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Group and Company; and
•
The annual report includes a fair review of the development and performance of the business and
financial position of the Group and Company, together with a description of the principal risks and
uncertainties.
This Directors’ Report was approved by the Board of Directors on 29 April 2025 and signed on its behalf by:
Ilya Merenzon
Chief Executive Officer
World Chess Plc – Company Registration No. 10589323
GOVERNANCE
Page 41 of 84
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law
the Directors are required to prepare the Group and Company Financial Statements in accordance with UK-
adopted International Accounting Standards and as regards the Company financial statements, as applied in
accordance with the requirements of the Companies Act 2006.
Under company law the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Company and the Group as at the end of the
financial year and of the profit or loss of the Group and the Company for that period.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
make judgments and accounting estimates that are reasonable and prudent;
•
state whether the applicable UK-adopted International Accounting Standards have been followed
subject to any material departures disclosed and explained in the financial statements; and
•
prepare the financial statements on a going concern basis unless it is inappropriate to presume that
the Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and the Group and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company
and Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements may differ from legislation in other jurisdictions.
This Report was approved by the Board of Directors on 29 April 2025 and signed on its behalf by:
Ilya Merenzon
Chief Executive Officer
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 42 of 84
Opinion
We have audited the financial statements of World Chess Plc (the ‘parent company’) and its subsidiaries (the
‘group’) for the year ended 31 December 2024 which comprise the Consolidated Statement of Profit or Loss
and Other Comprehensive Income, the Consolidated and Company Statements of Financial Position, the
Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of
Cash Flows and notes to the financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation is applicable law and UK adopted
International Accounting Standards and, as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
In our opinion:
•
the financial statements give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2024 and of the group’s loss for the year then ended;
•
the group financial statements have been properly prepared in accordance with UK adopted
International Accounting Standards;
•
the parent company financial statements have been properly prepared in accordance with UK
adopted International Accounting Standards and as applied in accordance with the provisions of the
Companies Act 2006; and
•
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and
applicable law. Our responsibilities under those standards are further described in the Auditor’s
Responsibilities for the audit of the financial statements section of our report. We are independent of the
group and the parent company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Our approach to the audit
Our audit approach was a risk-based approach founded on a thorough understanding of the group’s
business, its environment and risk profile. We conducted substantive audit procedures and evaluated the
group’s internal control environment. We also addressed the risk of management override of internal
controls, including assessing whether there was evidence of bias by the directors that may have represented
a risk of material misstatement. Our group audit focused on the financial information of components which,
in our view, either individually or in combination, represented the most significant areas of financial
reporting risk or were quantitatively material to the Group's results.
For those components that presented a higher risk of material misstatement or contributed significantly to
the overall group’s results or financial position, either a full scope or a specified audit approach was
determined based on their relative materiality to the group and our assessment of the audit risk. For
components requiring a full scope approach, we evaluated controls by performing walkthroughs over the
financial reporting systems identified as part of our risk assessment, reviewed the accounts production
process and addressed critical accounting matters. We then undertook substantive testing on significant
transactions and material account balances.
In order to address the audit risks in respect of the group and company financial statements identified
during our planning procedures, we performed a full scope audit of the financial statements of the parent
company and World Chess Events Limited. For the purpose of expressing our opinion on the group financial
statements, we also performed a full scope audit of the financial information of World Chess Europe GmbH.,
World Chess US, Inc. and World Chess Europe GmbH. We performed analytical procedures on the
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 43 of 84
remaining components, which were individually immaterial but collectively covered residual group risk. All
work was carried out by the group audit engagement team.
We communicated with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant findings, including any significant deficiencies in internal controls
that we identified during the audit.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the group and company financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) we identified, including those which
had the greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the audit engagement team. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. This is not a complete list of risks identified during our audit.
Key Audit Matters
How our scope addressed this matter
Valuation of intangible assets
Refer to note 2 on page 59 for the relevant
accounting policies and page 60 for the key
judgements taken by management in preparing the
consolidated financial statements
.
As at the reporting date, the group had intangible
assets of €3.48m (2023: €3.09m).
Management and those charged with governance
are required to assess whether there are potential
indicators of impairment of the group’s intangible
assets at each reporting date and, if potential
indicators
of
impairment
are
identified,
management
are
required
to
perform
a
full
impairment test of the recoverable value of the
intangible
assets
in
accordance
with
the
requirements of IAS 36.
Management identified
potential indicators
of
impairment
of
the
intangible
assets
and
consequently performed an impairment test, based
on which they concluded that no impairment was
ultimately required.
The assessment of the recoverable value of the
intangible assets required judgements and estimates
to be made by management regarding the inputs
applied in the models including future cash flows,
operating and development costs and discount
rates.
The carrying value of the intangible assets was
therefore considered to be a key audit matter.
Our audit work included, but was not restricted to,
the following procedures:
•
Critically assessing the appropriateness of
management’s determination of the
relevant Cash Generating Units (CGUs).
•
Obtaining management’s assessment of the
future forecast discounted cash flows and
critically assessing the Value In Use (VIU)
model for intangible assets to test
compliance with the requirements of the
applicable financial reporting standards,
specifically IAS 36.
•
Performing data integrity and mechanical
checks on the discounted cash flow model.
•
Critically assessing and challenging the
impairment test prepared by management
including the forecast discounted cash
flows, focusing on the appropriateness of
the assumptions and key inputs used in
preparing them.
•
Performing sensitivity analysis on the
impairment test and assessing the accuracy
of the forecasts used based on historical
trading performance for the CGUs.
•
Evaluating the accounting policy and
detailed disclosures in the notes to the
financial statements to determine whether
the information provided in the financial
statements is compliant with the
requirements of IAS 36 and consistent with
the results of the impairment test.
•
Reviewing the amortisation accounting
policy for non-goodwill intangible fixed
assets to ensure it was appropriate.
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 44 of 84
•
Critically assessing the relevant disclosures
within the financial statements
Key observations:
Based on our audit work, we concluded that
intangible assets are not materially misstated at the
reporting date and that management’s assessment
that no impairment was required was appropriate.
We consider the disclosures in the financial
statements relating to this area to be adequate.
Valuation of property, plant and equipment and
right of use assets
Refer to note 2 on page 58 for the relevant
accounting policies and page 59 for the key
judgements taken by management in preparing the
consolidated financial statements
.
As at the reporting date, the group had property,
plant and equipment of €0.935m (2023: €1.03m) and
right of use assets
of €1.06m (2023: €1.21m)
Management and those charged with governance
are required to assess whether there are potential
indicators of impairment of the group’s property,
plant and equipment at each reporting date and, if
potential indicators of impairment are identified,
management
are
required
to
perform
a
full
impairment test of the recoverable value of the
relevant assets in accordance with the requirements
of IAS 36.
Management identified
potential indicators
of
impairment as the chess club in Berlin has been loss
making and consequently performed an impairment
test, based on which they concluded that no
impairment was ultimately required. Subsequent to
the reporting date, management announced the
closure of the club as referred to below..
The assessment of the recoverable value of the
property, plant and equipment required judgements
and estimates to be made by management regarding
the inputs applied in the models including future
cash flows, operating and development costs and
discount rates.
Management also performed a detailed assessment
to determine whether the announcement post year
end that the chess club was to be closed is an
adjusting or non-adjusting event after the reporting
date.
Given the significance of the estimates and
Our audit work included, but was not restricted to,
the following procedures:
•
Obtaining management’s analysis of their
assessment of whether there are any
indicators of impairment.
•
Critically assessing the assumptions
underpinning the valuation of property,
plant and equipment and right of use
assets.
•
Evaluating the accounting policy and
detailed disclosure to determine whether
information provided in the financial
statements is compliant with the
requirements of IAS 36 and consistent with
the results of the impairment review.
•
Critically assessing management’s
assessment and supporting information to
determine whether the closure of the chess
club post year end is an adjusting or non-
adjusting post balance sheet event.
•
Critically assessing the appropriateness of
the depreciation policy.
•
Critically assessing the relevant disclosures
within the financial statements.
Key observations:
Based on the audit work performed and the
conditions that existed at the reporting date, we
agree with management’s assessment that the
closure of the chess club post year end is a non-
adjusting event and concluded that property, plant
and equipment and right of use assets are not
materially misstated at the reporting date and that
management’s assessment that no impairment was
required was appropriate.
We consider the disclosures in the financial
statements relating to this area to be adequate.
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 45 of 84
judgments involved, the valuation of property,
plant and equipment and right of use assets was
considered to be a key audit matter.
Going concern
Refer to note 2 on page 58 in the consolidated
financial statements.
The group has incurred a loss of €3.80m for the year
(2023: €4.69m) and the net assets disclosed in the
Consolidated Statement of Financial Position at 31
December 2024 are €0.951m representing a decrease
from €2.52m at 31 December 2023.
The directors have prepared cashflow forecasts that
show that the group will be able to meet its ongoing
liabilities as they fall due for at least twelve months
from
the
date
of
signing
of
these
financial
statements.
Our audit work and conclusions in respect of going
concern has been detailed in the ‘Material
uncertainty related to going concern’ section of our
audit report.
Our application of materiality
The scope and focus of our audit were influenced by our assessment and application of materiality. We
define materiality as the magnitude of misstatement that could reasonably be expected to influence the
economic decisions of the users of the financial statements. We use materiality to determine the scope of our
audit and the nature, timing, and extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole. We apply the concept of materiality both in
planning and performing our audit, and in evaluating the effect of misstatements.
Based on our professional judgement we determined materiality for the financial statements as a whole and
performance materiality as follows:
Group financial statements
Parent company financial statements
Materiality
€193,000
€50,500
Basis for determining
materiality
5% of loss before tax
1% of gross assets
Rationale for the
benchmark applied
As the group is a profit-oriented group
and profit/loss is a key financial
indicator of the business performance
we considered this to be an
appropriate basis for materiality.
As the parent company does not have
any trading operations, total assets is the
key indicator of the business
performance, accordingly, gross assets
has been considered as an appropriate
benchmark.
Performance
materiality
€96,500
€25,250
Basis for determining
performance
materiality
50% of group materiality. This was
considered an appropriate percentage
based on our risk assessment and our
assessment of the overall control
environment of the group.
50% of parent company materiality. This
was considered an appropriate
percentage based on our risk assessment
and our assessment of the overall
control environment of the parent
company.
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 46 of 84
Materiality levels for World Chess Events Limited were set at 5% of loss before tax and for all the other
components, we set materiality based on a percentage of group materiality dependent on the size of each
component and our assessment of the risk of material misstatement relevant to that component. Component
materiality, other than that of the parent company, ranged from €75,000 to €173,700. In the audit of each
component, we further applied performance materiality levels of 50% of the component materiality to our
testing to ensure that the risk of errors exceeding component materiality was appropriately mitigated.
We agreed with the Audit Committee that we would report to them all individual audit differences in excess
of €9,650 for the group and €2,525 for the parent company. We also agreed to report differences below this
threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial
statements.
Material uncertainty related to going concern
We draw attention to note 2 to the financial statements, which indicates that the group is dependent on a
borrowing facility, originally repayable in December 2025, to continue in business and meet its liabilities as
they fall due. Whilst the facility has been renewed for another year subsequent to the year end and the Board
expects refinancing or replacement funding to be secured over the course of the next twelve months, the
need to secure this future funding represents a material uncertainty that may cast significant doubt on the
Group’s ability to continue as a going concern. In addition, the impact on the group as a whole of the recent
announcement of the closure of the Berlin chess club is yet to be determined. Our opinion is not modified in
respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’
assessment of the group’s and the parent company’ ability to continue to adopt the going concern basis of
accounting included, but was not limited to, the following procedures:
•
Critically assessing the going concern assessment prepared by management covering at least twelve
months from the date of the audit report and challenging the client as regards the key assumptions
and forecasts used in their assessment;
•
Performing sensitivity analysis on the forecasts to ensure there is sufficient cash flow headroom for
the group to continue as a going concern for at least that period;
•
Reviewing the terms of the facilities available to the group;
•
Reviewing the trading performance of the group post year end and comparing it to the forecasts to
assess their accuracy; and
•
Assessing the adequacy of the going concern disclosures in the financial statements.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in
the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial
statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report. Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are required
to determine whether there is a material misstatement in the financial statements themselves. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact.
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 47 of 84
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the strategic report and the directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
•
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our
audit have not been received from branches not visited by us; or
•
the parent company financial statements and the part of the directors’ remuneration report to be
audited are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit; or
•
a corporate governance statement has not been prepared by the parent company.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 41, the directors are
responsible for the preparation of the financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent
company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the directors either intend to liquidate the group or
the parent company or to cease operations, or have no realistic alternative but to do so.
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 a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the FRC’s website at
https://www.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-
fi/description-of-the-auditor's-responsibilities-for
This description forms part of our auditor’s report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 48 of 84
irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement
of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the
assessed risks of material misstatement due to fraud, through designing and implementing appropriate
responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud
identified during the audit. However, the primary responsibility for the prevention and detection of fraud
rests with both management and those charged with governance of the company.
Our approach was as follows:
•
We obtained an understanding of the legal and regulatory requirements applicable to the group and
parent company and considered that the most significant are the Companies Act 2006, UK adopted
International Accounting Standards, the Listing Rules, the Disclosure and Transparency Rules, and
UK taxation legislation.
•
We obtained an understanding of how the group and parent company complies with these
requirements by discussions with management and those charged with governance.
•
We assessed the risk of material misstatement of the financial statements, including the risk of
material misstatement due to fraud and how it might occur, by holding discussions with
management and those charged with governance.
•
We inquired of management and those charged with governance as to any known instances of non-
compliance or suspected non-compliance with laws and regulations.
•
Based on this understanding, we designed specific appropriate audit procedures to identify
instances of non-compliance with laws and regulations. This included making enquiries of
management and those charged with governance and obtaining additional corroborative evidence
as required.
•
We evaluated managements’ incentives to fraudulently manipulate the financial statements and
determined that the principal risks related to management bias in accounting estimates and
judgemental areas of the financial statements. We challenged the assumptions and judgements made
by management in respect of the significant areas of estimation, as described in the key audit matters
section. Further audit procedures performed to address the risk of fraud included but were not
limited to the testing of journals and evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment
by, for example, forgery or intentional misrepresentations, or through collusion.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were reappointed at the Company’s Annual
General Meeting (AGM) on 24 June 2024 as auditor of the Company to hold office until the conclusion of the
next AGM of the Company. We were originally appointed by the Audit Committee on 6 March 2023 to audit
the financial statements for the year ended 31 December 2022. Our total uninterrupted period of engagement
is three years, covering periods from our appointment to the year ended 31 December 2024.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the
parent company and we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the Audit Committee.
World Chess Plc – Company Registration No. 10589323
REPORT TO THE MEMBERS OF WORLD CHESS PLC
Page 49 of 84
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the
attention of the company’s members those matters which we are required to include in an auditor’s report
addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any
party other than the company and company’s members as a body, for our work, for this report, or for the
opinions we have formed.
Matthew Banton (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 50 of 84
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
Notes
€
€
Revenue
3
Cost of sales
(1,544,550 )
(2,166,390 )
GROSS PROFIT
Other operating income
Administrative expenses
(4,561,471 )
(4,344,248 )
OPERATING LOSS BEFORE EXCEPTIONAL ITEMS
(3,655,845 )
(4,153,440 )
Exceptional items
5
(326,776 )
OPERATING LOSS
(3,655,845 )
(4,480,216 )
Finance costs
6
(187,325 )
(191,393 )
Finance income
6
LOSS BEFORE INCOME TAX
7
(3,843,031 )
(4,671,470 )
Income tax
8
(13,629 )
LOSS FOR THE YEAR - CONTINUING AND TOTAL
OPERATIONS
(3,795,146 )
(4,685,099 )
OTHER COMPREHENSIVE INCOME
Gain/(loss) on currency translation
(7,323 )
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
(3,782,393 )
(4,692,422 )
Loss attributable to:
Owners of the parent
(3,795,146 )
(4,685,099 )
Total comprehensive income attributable to:
Owners of the parent
(3,782,393 )
(4,692,422 )
LOSS PER SHARE – CONTINUING AND TOTAL
OPERATIONS
Basic and diluted
9
(0.006
(0.007
The notes on pages 58 to 84 should be read in conjunction with these consolidated financial statements.
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 51 of 84
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
2024
2023
as restated
Notes
€
€
NON-CURRENT ASSETS
Owned: Intangible assets
10
Owned: Property, plant and equipment
11
Right-of-use: Property, plant and equipment
11, 21
Trade and other receivables
14
Deferred tax
25
CURRENT ASSETS
Inventories
13
Trade and other receivables
14
Tax receivable
Cash and cash equivalents
15
TOTAL ASSETS
EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Called up share capital
16
Share premium
17
Share capital to be issued
18
Translation reserve
18
Retained earnings
18
(13,969,870 )
(10,174,724 )
TOTAL EQUITY
NON-CURRENT LIABILITIES
Lease liabilities
21
Provision for liabilities
24
CURRENT LIABILITIES
Trade and other payables
19
Lease liabilities
21
Interest bearing loans and borrowings
20
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
The notes on pages 58 to 84 should be read in conjunction with these consolidated financial statements.
were signed on its behalf by:
Ilya Merenzon
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 52 of 84
COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
2024
2023
as restated
Notes
€
€
NON-CURRENT ASSETS
Investments
12
301,616
301,616
301,616
301,616
CURRENT ASSETS
Trade and other receivables
14
4,732,815
5,790,209
Tax receivable
16,712
6,025
Cash and cash equivalents
15
6,551
21,366
4,756,078
5,817,600
TOTAL ASSETS
5,057,694
6,119,216
EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Called up share capital
16
78,520
75,647
Share premium
17
12,754,046
11,048,183
Share capital to be issued
18
2,016,703
1,508,737
Retained earnings
18
(10,422,057)
(6,871,864)
TOTAL EQUITY
4,427,212
5,760,703
CURRENT LIABILITIES
Trade and other payables
19
630,482
358,513
630,482
358,513
TOTAL LIABILITIES
630,482
358,513
TOTAL EQUITY AND LIABILITIES
5,057,694
6,119,216
The notes on pages 58 to 84 should be read in conjunction with these financial statements.
As permitted by Section 408 of the Companies Act 2006, the statement of Profit and loss and comprehensive
income of the parent company is not presented as part of these financial statements. The parent company's loss
for the financial year was €3,550,193 (2023: €1,542,691).
The financial statements were approved by the Board of Directors and authorised for issue on 29 April 2025 and
were signed on its behalf by:
Ilya Merenzon
Chief Executive Officer
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 53 of 84
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Called
up share
capital
Share
Premium
Share
capital to
be issued
Translati
on
reserve
Retained
Earnings
Total
equity
€
€
€
€
€
€
Balance at 1 January 2023
(5,489,625 )
Changes in equity
Issue of share capital
Total comprehensive income
(7,323 )
(4,685,099 )
(4,692,422 )
Balance at 31 December 2023
(10,174,724 )
Prior year adjustment (note 31)
As restated
(10,174,724 )
Changes in equity
Issue of share capital
Movement in share capital to be
issued
Total comprehensive income
(3,795,146 )
(3,782,393 )
Balance at 31 December 2024
(13,969,870 )
The notes on pages 58 to 84 should be read in conjunction with these consolidated financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Called
up share
capital
Share
Premium
Share capital
to be issued
Retained
Earnings
Total equity
€
€
€
€
€
Balance at 1 January 2023
68,260
6,518,849
-
(5,329,173)
1,257,936
Changes in equity
Issue of share capital
7,387
4,529,334
-
-
4,536,721
Total comprehensive income
-
-
-
(1,542,691)
(1,542,691)
Balance at 31 December 2023
75,647
11,048,183
-
(6,871,864)
4,251,966
Prior year adjustment (note 31)
-
-
1,508,737
-
1,508,737
As restated
75,647
11,048,183
1,508,737
(6,871,864)
4,251,966
Changes in equity
Issue of share capital
336
199,664
-
-
200.000
Movement in share capital to be
sissued
2,537
1,506,199
507,966
-
2,016,702
Total comprehensive income
-
-
-
(3,550,193)
(3,550,193)
Balance at 31 December 2024
78,520
12,754,046
2,016,703
(10,422,057)
4,427,212
The notes on pages 58 to 84 should be read in conjunction with these financial statements.
As detailed in note 31 the Group identified a classification error in the year ended 31 December 2023. An
amount of €1,508,737 received under a binding share subscription agreement was incorrectly classified within
Trade and other payables. This has been reclassified as share capital to be issued in the Consolidated and
Company Statements of Changes in Equity.
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 54 of 84
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
as restated
Notes
€
€
Cash flows from operating activities
Cash absorbed from operations
1
(2,149,377 )
(3,338,149 )
Interest paid
(34,657 )
(6,638 )
Finance cost paid
(151,200 )
(163,495 )
Tax refund received
(20,985 )
Net cash used in operating activities
(2,356,219 )
(3,257,369 )
Cash flows from investing activities
Purchase of intangible fixed assets
(6,473,527 )
(3,317,267 )
Proceeds from disposal of intangible fixed assets
Purchase of property, plant and equipment
(39,315 )
(631,603 )
Proceeds from disposal of property, plant and equipment
Interest received
Net cash used in investing activities
(1,009,385 )
(1,451,819 )
Cash flows from financing activities
Loan advanced in the year
Loan repayments in year
(912,628 )
(30,050 )
Payment of lease liabilities
(116,207 )
(100,596 )
Amount introduced by directors
Proceeds from share issue
Received in advance of share issuance
Net cash generated from financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
2
Effect of foreign exchange rate changes
(7,323 )
Cash and cash equivalents at end of year
2
The notes on pages 56 to 57 and on pages 58 to 84 should be read in conjunction with these consolidated
financial statements.
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 55 of 84
COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024
2024
2023
as restated
Notes
€
€
Cash flows from operating activities
Cash absorbed by operations
1
(881,937)
(1,655,432)
Interest paid
(6,241)
-
Net cash used in operating activities
(888,178)
(1,655,432)
Cash flows from investing activities
Interest received
112,675
106,145
Net cash generated from investing activities
112,675
106,145
Cash flows from financing activities
Amounts paid to group undertakings
(1,430,427)
(3,436,509)
Amounts introduced by directors
174,413
16,613
Proceeds from share issue
-
3,475,570
Received in advance of share issuance
2,016,702
1,508,737
Net cash generated from financing activities
760,688
1,564,411
(Decrease)/increase in cash and cash equivalents
(14,815)
15,124
Cash and cash equivalents at beginning of year
2
21,366
6,242
Cash and cash equivalents at end of year
2
6,551
21,366
The notes on pages 56 to 57 and on pages 58 to 84 should be read in conjunction with these financial statements.
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 56 of 84
1
RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH ABSORBED FROM
OPERATIONS
Group | 2024 | 2023 |
€ | € | |
Loss before income tax | (3,843,031) | (4,671,470) |
Depreciation and amortisation | 864,330 | 843,237 |
Provision | - | (22,765) |
Finance costs | 187,325 | 191,393 |
Finance income | (139) | (139) |
(2,791,515) | (3,659,744) | |
Decrease in inventories | 39,469 | 673 |
(Increase)/decrease in trade and other receivables | (184,553) | 406,102 |
Decrease in trade and other payables | 787,222 | (85,180) |
Cash absorbed from operations | (2,149,377) | (3,338,149) |
Company | 2024 | 2023 |
€ | € | |
Loss before income tax | (3,550,193) | (1,542,691) |
Impairment of intercompany loan | 2,631,441 | - |
Finance costs | 6,241 | 21,260 |
Finance income | (112,675) | (106,145) |
(1,025,186) | 1,627,576 | |
Decrease/(increase) in trade and other receivables | 887 | (6,118) |
Increase/(decrease) in trade and other payables | 142,362 | (21,738) |
Cash absorbed by operations | (881,937) | (1,655,432) |
An impairment charge of €2,631,441 relating to the write-down of the carrying value of an intercompany
loan, being a significant non-cash transaction, has been added back to loss before tax in the Company
CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statements of Cash Flows in respect of cash and cash equivalents are
in respect of these Statement of Financial Position amounts:
Group | 2024 | 2023 |
€ | € | |
Year ended 31 December 2024 | ||
Cash and cash equivalents | 267,396 | 186,881 |
Year ended 31 December 2023 | ||
Cash and cash equivalents | 186,881 | 35,565 |
World Chess Plc – Company Registration No. 10589323
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Page 57 of 84
Company | 2024 | 2023 |
€ | € | |
Year ended 31 December 2024 | ||
Cash and cash equivalents | 6,551 | 21,366 |
Year ended 31 December 2023 | ||
Cash and cash equivalents | 21,366 | 6,242 |
RECONCILIATION OF NET DEBT
Group | 2024 | 2023 |
€ | € | |
At 31 December | ||
Other loans | (1,401,543) | (32,989) |
Amounts owed to Directors | (300,865) | - |
Lease liabilities | (1,304,274) | (1,420,481) |
Total Borrowings | (3,006,682) | (1,453,470) |
Cash and cash equivalents | 267,396 | 186,881 |
Net debt | (2,739,286) | (1,266,589) |
Company | 2024 | 2023 |
€ | € | |
At 31 December | ||
Amounts owed to Directors | (194,322) | - |
Cash and cash equivalents | 6,551 | 21,366 |
Net (debt)/cash | (187,771) | 21,366 |
Amounts owed to Directors includes balances due to Directors disclosed in note 27 to the financial
statements. Although classified under ‘trade and other payables’ in the Statement of Financial Position,
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31
DECEMBER 2024
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 58 of 84
STATUTORY INFORMATION
World Chess PLC is a public company, limited by shares , registered in England and Wales
company's registered number and registered office address can be found on the Company Information
ACCOUNTING POLICIES
Accounting Standards and IFRIC interpretations and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS. The financial statements have been prepared under the
historical cost convention, except for certain financial assets and liabilities, including crypto assets which
In assessing the Group’s ability to continue as a going concern, the Directors have considered the Group’s
Statement of Financial Position, forecast future operating budgets and cash flow projections for a period
of at least twelve months from the date of approval of these consolidated financial statements. This
assessment has included the evaluation of certain reasonable downside scenarios and associated
mitigating actions.
The Directors have a reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, the consolidated financial statements have
been prepared on a going concern basis.
However, the Group has an existing borrowing facility which is due for repayment in 2026. While the
Directors expect that refinancing or replacement funding will be secured in the ordinary course of
business, this funding is not yet committed as at the date of signing these financial statements. As such,
the need to secure this future funding represents a material uncertainty that may cast significant doubt
on the Group’s ability to continue as a going concern.
Notwithstanding this material uncertainty, and based on current forecasts and available resources, the
Directors believe the Group will be able to continue in operation and meet its obligations as they fall due
for a period of at least twelve months from the date of approval of these consolidated financial
statements.
These financial statements do not include the adjustments that would be required if the Group were
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved
where the Company has the power to govern the financial and operating policies of an investee entity so
as to obtain benefits from its activities.
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 59 of 84
The preparation of the financial statements in conformity with UK – adopted International Accounting
Standards requires the use of estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Although these estimates are based on management's best knowledge of the
amounts, events or actions, actual results ultimately may differ from these estimates. The estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised. The material areas in which estimates and
judgements are applied as follows:
Impairment of other intangible assets
The Group is required to test, on an annual basis, whether other intangible assets have suffered any
impairment. Determining whether there has been any impairment requires an estimation of the fair value
in use of the cash-generating units. The value in use calculation requires the Directors to estimate the
future cash flows expected to arise from the cash-generating unit and a suitable discount rate to calculate
the present value, the discount rate applied is 12.81% (2023: 16.15%). The carrying value of intangible
assets is set out in the table below (see also note 10):
Group | ||
2024 | 2023 | |
€ | € | |
Exclusive FIDE rights | 221,059 | 331,588 |
Software Licences | 36,000 | 59,000 |
Online Platform | 2,942,925 | 2,692,024 |
Sensitivity Analysis
The impairment review is sensitive to changes in key assumptions, particularly the discount rate and the
forecast revenues and costs. The Directors have considered possible changes in these assumptions and
their potential impact on the headroom available in the impairment model.
•
A 1% increase in the discount rate (from 12.81% to 13.81%) would reduce the value in use of the
cash-generating unit by approximately €2,150,000 but would not result in impairment of any of
the assets tested.
•
A 1% decrease in forecast revenues would reduce the value in use of the cash-generating unit by
approximately €850,000 but would not result in impairment of any of the assets tested.
•
A 1% increase in forecast costs would reduce the value in use of the cash-generating unit by
approximately €700,000 but would not result in impairment of any of the assets tested.
Investments and amounts owed by group undertakings for impairment (Company Only)
At each reporting date, the Company assesses whether amounts owed by group undertakings have
suffered any impairment. Determining whether there has been any impairment requires an estimation of
the recoverable amount of the receivables, based on the financial position and expected future cash flows
of the relevant group undertakings.
This assessment involves estimating future cash flows expected to arise from the group undertaking and
applying a suitable discount rate to calculate the present value. The discount rate applied is 12.81% (2023:
16.15%) and the carrying value of amounts owed by group undertakings is set out in the table below:
Company | ||
2024 | 2023 | |
€ | € | |
World Chess Events Ltd | 4,713,435 | 3,290,077 |
World Chess Europe GmbH | - | 2,479,904 |
As of the reporting date, an impairment charge of €2,631,441 (2023: €512,854) has been recognised in the
Company’s income statement to reflect a reduction in the recoverable amount of the balance. The
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 60 of 84
Directors will continue to monitor the financial performance of the group undertakings and reassess the
recoverability of the amount owed on an ongoing basis.
The Directors will continue to monitor the financial performance of the subsidiary and reassess the
Provisions for legal proceedings are recognised as other expenses when the Group has a present legal or
constructive obligation as a result of past events; it is probable that an outflow of resources will be
required to settle the obligation; and the amount can be measured reliably. At the Statement of Financial
Position date there is an ongoing claim with one supplier, if the claim is successful then an invoice,
amounting to €1,140,000, will become payable. The invoice is not provided for in the financial statements
as the Directors consider it to be null and void and raised by the supplier in breach of contract (see note
26).
The Group has also recognised a dilapidations provision of €157,887 at 31 December 2024 (2023:
€157,887), representing the estimated cost of reinstating a leased property to its original condition at the
end of the lease term. The estimate is based on the Group’s current understanding of the lease
requirements and will be reviewed regularly throughout the lease term, which ends on 31 December
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. Revenue from sale of goods is recognised when
control of the goods has transferred to the customer. Revenue is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Any revenue received in advance gives rise to contract liabilities which is deferred and included in
accruals and deferred income. The carrying amount of the deferred income included in payables being
€401,898 (2023: €650,098).
No obligation for returns, refunds or other similar obligation is recognised, the Directors following
careful consideration, having concluded that any potential obligation is trivial.
The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all the following conditions are satisfied:
•
The Company has transferred the significant risks and rewards of ownership to the buyer;
•
The Company retains neither continuing managerial involvement to the degree usually associated
with ownership nor effective control over the goods sold;
•
The amount of revenue can be measured reliably;
•
It is probable that the Company will receive the consideration due under the transaction; and
•
The costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are
provided in accordance with the stage of completion of the contract when all of the following conditions
are satisfied:
•
The amount of turnover can be measured reliably;
•
It is probable the Company will receive the consideration due under the contract;
•
The stage of completion of the contract at the end of the reporting period can be measured reliably;
and
•
The costs incurred and the costs to complete the contract can be measured reliably.
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 61 of 84
The policies specific to the Group’s revenue types within its activities are outlined below:
Events
Revenue is recognised in the period in which the event takes place; revenue is typically linked to
multiyear agreements where payment is received in advance of the event to which it relates.
Online income
Revenue is recognised over the period of the subscription; online subscriptions are paid annually in
advance.
Merchandising and Clubs
Revenue is recognised when control of the goods has transferred to the customer; typically, control is
IFRS 8 Operating Segments requires operating segments to be identified and reported in a manner
consistent with the internal reporting provided to chief operating decision maker (‘CODM’), who is
responsible for allocating resources and assessing performance of the operating segments as identified by
the Directors.
The Directors have reviewed the Group’s activities and consider the Group to comprise a single line of
business being a mass market promoter of chess. Within the single line of business, the Group undertakes
integrated revenue generating activities across tournaments, an online platform, chessarena.com, and
merchandise and clubs. These revenue generating activities are closely aligned within a business model
which seeks to promote a chess community across tournaments, online and physical environments.
The individual revenue generating activities are managed in an integrated way by the CODM and
executive management team who review financial information on the same integrated way. The Group
has geographically separate operations and a geographic split of revenue as well as the split between the
Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents
are short-term, highly-liquid investments with original maturities of three months or less (as at their date
of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an
insignificant risk of change in that cash value.
In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank
overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement
Included within intangible assets are crypto-assets held in the Group’s name in the Binance crypto
exchange, the Group has not traded in crypto-assets to date and such activities do not form part of its
strategy. The crypto-assets are not held as long-term investments, nor do they form part of the Group’s
inventory. The Group’s strategy is to convert crypto-assets to fiat currencies at the earliest opportunity,
usually upon receipt or in accordance with an agreed schedule of conversion.
Any crypto-assets received are recognised at the exchange rate prevailing at the date that the risk and
reward associated with the crypto-asset passes to the Group. Where the exchange rate of the crypto-
assets has a guaranteed minimum floor price, a receivable is recognised for any short-fall.
their value has fallen below their carrying value. Any impairment or realised exchange gains on the
conversion of crypto-assets to fiat currency are recognised within exceptional items on the Consolidated
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 62 of 84
Other intangible assets
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of
intangible assets.
Intangible assets are amortised from the date they are available for use. The estimated useful lives are as
follows:
•
Exclusive rights to organise and host top-level chess events in association with FIDE amortised using
the straight-line method over the ten-year term of the original contract. Following the 2022 FIDE
Grand Prix, the rights were varied such that the company now holds the exclusive right to operate
the official gaming platform of FIDE, chessarena.com. This was treated as a disposal of the old rights
and an acquisition of the new rights at the same carrying value, with the new rights being amortised
over the remaining life of the original contract.
•
Capitalised costs associated with developing the online platform used for the FIDE Online Arena, ten
years using the straight-line method.
•
Licences to operate certain software incorporated into the platform, the life of the contract, being five
years using the straight-line method.
The basis for choosing these useful lives is with reference to the years over which they can continue to
generate value for the Group.
The Group reviews the amortisation period and method whenever events or circumstances indicate that
the useful lives of intangible assets may have changed since the last reporting date. The amortisation
charge for the year is recognised within Administrative Expenses in the Consolidated Statement of Profit
or Loss and Other Comprehensive Income.
The Group assesses at each reporting date whether there is any indication that intangible assets may be
impaired. If any such indication exists, the recoverable amount of the asset is estimated. An impairment
loss is recognised in the income statement if the carrying amount of an intangible asset exceeds its
recoverable amount. The recoverable amount is determined as the higher of fair value less costs of
of-use asset, over the lease term, whichever is the shorter, which are typically.
• | Fixtures and fittings | - Straight line between 1 and 10 years depending on the type of asset |
• | Computer equipment | - Straight line over 3 years |
The Group assesses at each reporting date whether there is any indication that property, plant and
equipment may be impaired. If such an indication exists, the recoverable amount of the asset is estimated.
An impairment loss is recognised if the carrying amount exceeds the recoverable amount, which is
determined as the higher of fair value less costs of disposal and value in use. Any impairment losses are
The Group only enters into basic financial instrument transactions that result in the recognition of
financial assets and liabilities like trade and other receivables and payables, loans from banks and other
third parties, loans to related parties and investments in non-puttable ordinary shares.
other accounts receivable and payable, are initially measured at present value of the future cash flows
and subsequently amortised cost using the effective interest method. Debt instruments that are payable
or receivable within one year, typically trade receivables and payables, are measured, initially and
subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or
received. However, if the arrangements of a short-term instrument constitute a financing transaction, like
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 63 of 84
the payment of trade debt deferred beyond normal business terms or financed at a rate of interest that is
not market rate or in the case of an out-right short-term loan not at market rate, the financial asset or
liability is measured, initially, at the present value of the future cash flow discounted at a market rate of
period for objective evidence of impairment. If objective evidence of impairment is found, an impairment
loss is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference
between an asset's carrying amount and the present value of estimated cash flows discounted at the
asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for
measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference
between an asset's carrying amount and best estimate of the recoverable amount, which is an
approximation of the amount that the company would receive for the asset if it were to be sold at the date
Position when there is an enforceable right to set off the recognised amounts and there is an intention to
Inventories of traded goods are valued at the lower of cost or net realisable value (the estimated selling
Current taxes are based on the results shown in the financial statements and are calculated according to
local tax rules in the UK, USA and Germany where the Group operates, using tax rates enacted or
substantively enacted by the date of the Statement of Financial Position.
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for
the current or past reporting periods. It is measured at the amount expected to be paid or recovered using
the tax rates and laws that have been enacted or substantively enacted by the date of the Statement of
Financial Position.
Commercial legislation within the Russian Federation in which the Group operated prior to April 2022,
including tax legislation, is subject to varying interpretations and frequent changes. The Group's
management is confident that all necessary tax accruals have been made and, accordingly, no additional
provision is required in the Consolidated Financial Statements.
statement of financial position date.
Deferred tax represents the future tax consequences of transactions and events recognised in the financial
statements of current and previous periods. It is recognised in respect of all timing differences, with
certain exceptions. Timing differences are differences between taxable profits and total comprehensive
income as stated in the financial statements that arise from the inclusion of income and expense in tax
assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable
that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 64 of 84
Research and development expenditure is capitalised if it can be demonstrated that:
•
it is technically and commercially feasible to develop the asset for future economic benefit;
•
adequate resources are available to maintain and complete the development;
•
there is the intention to complete and develop the asset for future economic benefit;
•
the Group is able to use the asset;
•
use of the asset will generate future economic benefit; and
•
expenditure on the development of the asset can be measured reliably.
Other development expenditure is recognised in the Consolidated Statement of Profit and Loss as an
expense as incurred.
Capitalised development expenditure is stated at cost less accumulated amortisation and less
Assets and liabilities in foreign currencies are translated into euro at the rates of exchange ruling at the
statement of financial position date. Transactions in foreign currencies are translated into euro at the rate
of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at
the operating result.
The results and financial position of subsidiaries whose functional currency is not the euro are translated
into euro as follows:
•
Monetary assets and liabilities are translated at the closing exchange rate at the statement of financial
position date.
•
Non-monetary items (such as equity investments and property, plant and equipment) are translated
at historical exchange rates.
•
Income and expenses are translated at the average exchange rate for the period, unless exchange
rates fluctuate significantly, in which case the exchange rates at the dates of the transactions are used.
Exchange differences arising from the translation of the financial statements of foreign subsidiaries are
recognised in other comprehensive income and accumulated in a separate component of equity, called
the foreign currency translation reserve. On disposal of a foreign subsidiary, the cumulative translation
Lease terms are negotiated on an individual basis and contain a wide range of different terms and
conditions. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which
the leased asset is available for use by the Group. Each lease payment is allocated between the liability
and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability for each period.
Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-
use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does
not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the
useful life of the right-of-use asset and the lease term.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities
include the net present value of the following lease payments:
•
Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
•
Amounts expected to be payable by the lessee under residual value guarantees; and
•
Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that
option.
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 65 of 84
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be
determined, or the Group’s incremental borrowing rate. Right-of-use assets are measured at cost
comprising the following:
•
The amount of the initial measurement of lease liability;
•
Any lease payments made at or before the commencement date less any lease incentives received;
and
•
There are a number of standards, amendments to standards, and interpretations which have been issued
by the IASB that are effective from 1 January 2024, none of which have a material impact on these
At the date of approval of these financial statements, the following new or amended standards and
interpretations had been issued by the International Accounting Standards Board (IASB) and endorsed
for use in the UK, but were not yet effective for the year ended 31 December 2024. The Group has not
early adopted any of these standards:
•
IAS 1 (Amendments) – Classification of Liabilities as Current or Non-current (effective date 1 January
2027)
•
IAS 7 and IFRS 7 (Amendments) – Supplier Finance Arrangements (effective date 1 January 2027)
•
IFRS 10 and IAS 28 (Amendments) – Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture (effective date deferred indefinitely)
•
IFRS 18 – Presentation and Disclosure in Financial Statements (effective date 1 January 2027)
•
IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective date 1 January 2027)
It is not expected that the amendments listed above, except for IFRS 18, once adopted, will have a
The Group does not have financial liabilities that would be classified as fair value through the profit or
loss. Therefore, all financial liabilities are classified as other financial liabilities.
The Group use the amortised cost method for financial liabilities include borrowings, trade and other
REVENUE
Revenue from contracts with customers
Revenue by type | 2024 | 2023 |
€ | € | |
Tournaments | 394,736 | 1,381,341 |
Online Arena (chessarena.com) | 691,144 | 204,151 |
Clubs | 581,061 | 163,305 |
Merchandising | 767,232 | 596,695 |
2,434,173 | 2,345,492 |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 66 of 84
By geographical area | 2024 | 2023 |
€ | € | |
United Kingdom | 1,677,916 | 1,391,453 |
United States of America | 690,172 | 51,804 |
Europe | 66,085 | 902,235 |
2,434,173 | 2,345,492 |
Revenue is reported by geographical area based on the location where the revenue is recognised in the
Group’s financial records, rather than the location of the customer.
By timing of recognition | 2024 | 2023 |
€ | € | |
Revenue recognised over time | 1,085,880 | 1,585,492 |
Revenue recognised at a point in time | 1,348,293 | 760,000 |
2,434,173 | 2,345,492 |
Revenue recognised over time relates primarily to subscription income from the Online Arena and
Sponsorship income, which are recognised evenly over the duration of the performance obligation.
Revenue recognised at a point in time includes, merchandise sales, and club-related income, which are
recognised when control of the goods or services transfers to the customer.
Major customer
Included in Tournaments revenue are revenues of €353,004 attributable to a major customer (2023:
€991,008 attributable to two major customers), being customers who represent more than 10% of revenue;
revenue attributable to major customers are Customer 1: €353,004 (2023: €606,008) and Customer 2: €nil
(2023: €385,000).
Included in Online Arena revenue are revenues of €303,408 attributable to a major customer (2023: €nil),
being a customer who represents more than 10% of revenue; revenue attributable to the customer are:
EMPLOYEES AND DIRECTORS
The aggregate payroll costs (including Directors not under employment contracts)
2024 | 2023 | |
€ | € | |
Wages and salaries | 1,282,546 | 1,286,290 |
Social security costs | 208,280 | 190,459 |
Pension contributions: | 2,344 | 1,544 |
1,493,170 | 1,478,293 |
Report, are regarded as key management personnel. The remuneration of key management personnel
during 2024 was, in aggregate, €553,317 (2023: €491,490).
Contributions to a defined contribution pension scheme on behalf of directors of €2,334 (2023: €1,544)
were made during the year.
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 67 of 84
2024 | 2023 | |
€ | € | |
Directors' remuneration: | 553,317 | 491,490 |
553,317 | 491,490 |
Further details of Directors’, including Non-Executive Directors’, remuneration and fees during the year
are set out in the Directors Remuneration Report on page 34 of these consolidated financial statements.
The highest paid director was Ilya Merenzon whose total remuneration was €212,400 (2023: €210,000).
The average number of employees (including Directors) during the year was as follows
2024 | 2023 | |
Directors | 6 | 5 |
Other Employees | 24 | 27 |
30 | 32 |
EXCEPTIONAL ITEMS
2024 | 2023 | |
€ | € | |
Listing costs | - | 308,250 |
Exchange loss on Crypto-assets | - | 18,526 |
- | 326,776 |
Listing Costs
One-off costs associated with the Company’s listing on the Main Market of the London Stock Exchange in
April 2023.
Exchange loss on Crypto-assets
Most of the crypto-assets received by the Group are in stablecoin which tracks the US Dollar and are
NET FINANCE COSTS
2024 | 2023 | |
€ | € | |
Finance income: | ||
Loan interest receivable | 139 | 139 |
139 | 139 | |
Finance costs: | ||
Other interest on loan | 36,125 | 27,898 |
Interest lease liabilities | 151,200 | 163,495 |
187,325 | 191,393 |
LOSS BEFORE INCOME TAX
The loss before income tax is stated after charging/(crediting):
2024 | 2023 | |
€ | € | |
Cost of inventories recognised as expense | 1,537,242 | 2,166,390 |
Research costs expensed | 72,801 | 90,124 |
Depreciation - owned assets | 133,591 | 194,313 |
Depreciation – right-of-use assets | 150,853 | 150,853 |
Exclusive FIDE rights amortisation | 110,529 | 110,529 |
Licence amortisation | 23,000 | 23,000 |
Computer software amortisation | 446,357 | 364,542 |
Auditors' remuneration for the audit of the Companies | 104,223 | 76,936 |
consolidated group accounts | ||
Auditor’s remuneration for the audit of the individual accounts | 44,667 | 32,972 |
of subsidiaries | ||
Foreign exchange (gain)/loss | (25,794) | 1,970 |
INCOME TAX
Analysis of tax expense/(income)
2024 | 2023 | |
€ | € | |
Current tax: | 217 | 204 |
Deferred tax | (48,102) | 13,425 |
Total tax (income)/expense in consolidated statement | (47,885) | 13,629 |
of profit or loss and other comprehensive income |
Factors affecting the tax expense
The tax assessed for the year is lower (2023: lower) than the standard rate of corporation tax in the UK.
The difference is explained below:
2024 | 2023 | |
€ | € | |
Loss before income tax | (3,843,031) | (4,671,470) |
Loss multiplied by the standard rate of corporation | (960,758) | (1,098,730) |
tax in the UK of 25% (2023 - 23.52%) | ||
Effect of: | ||
Originations and reversal of temporary differences | (48,102) | 13,425 |
Capital allowances in excess of depreciation | (92,643) | (262,437) |
Non-taxable expenses | 43,289 | 155,622 |
Tax losses carried forward | 1,010,112 | 1,205,545 |
Foreign tax | 217 | 204 |
Tax (income)/expense | (47,885) | 13,629 |
The corporation tax in the UK increased from 19% to 25% on 1 April 2023 an equivalent annual rate of
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 68 of 84
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 69 of 84
EARNINGS PER SHARE
The basic earnings per share is calculated by dividing the loss attributable to owners of the parent
company by the weighted average number of shares in issue during the year. In calculating the diluted
earnings per share, subscribed shares under a binding agreement where no further conditions exist are
included as are outstanding share options, warrants and convertible loans where the impact of these is
dilutive.
2024 | 2023 | |
Loss attributable to the owners of the parent | (3,795,146) | (4,685,099) |
company € | ||
Weighted average number of shares in issue | 689,110,129 | 650,232,851 |
Basic and diluted earnings per share | (€0.006) | (€0.007) |
After the reporting period, and as set out in note 30, 717,948 new ordinary shares were issued at a price of
3.9p per ordinary share to a senior consultant in lieu of compensation and 22,666,672 new ordinary shares
were issued for total cash consideration of €1,600,000 of which €1,200,000 had been received prior to 31
INTANGIBLE ASSETS
Group | |||||
Exclusive | Software | Online | Crypto- | Total | |
FIDE rights | Licence | Platform | assets | ||
€ | € | € | € | € | |
COST | |||||
At 1 January 2024 | 331,588 | 115,000 | 3,924,971 | 4,215 | 4,375,774 |
Additions | - | - | 697,258 | 5,776,269 | 6,473,527 |
Disposals | - | - | - | (5,503,318) | (5,503,318) |
At 31 December 2024 | 331,588 | 115,000 | 4,622,229 | 277,166 | 5,345,983 |
AMORTISATION | |||||
At 1 January 2024 | - | 56,000 | 1,232,947 | - | 1,288,947 |
Amortisation for year | 110,529 | 23,000 | 446,357 | - | 579,886 |
At 31 December 2024 | 110,529 | 79,000 | 1,679,304 | - | 1,868,833 |
NET BOOK VALUE | |||||
At 31 December 2024 | 221,059 | 36,000 | 2,942,925 | 277,166 | 3,477,150 |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 70 of 84
Exclusive | Software | Online | Crypto- | Total | |
FIDE rights | Licence | Platform | assets | ||
€ | € | € | € | € | |
COST | |||||
At 1 January 2023 | 1,105,291 | 115,000 | 3,107,438 | 208 | 4,327,937 |
Additions | 331,588 | - | 817,533 | 2,499,734 | 3,648,855 |
Disposals | (1,105,291) | - | - | (2,495,727) | (3,601,018) |
At 31 December 2023 | 331,588 | 115,000 | 3,924,971 | 4,215 | 4,375,774 |
AMORTISATION | |||||
At 1 January 2023 | 663,174 | 33,000 | 868,405 | - | 1,564,579 |
Amortisation for year | 110,529 | 23,000 | 364,542 | - | 498,071 |
Elimination on disposal | (773,703) | - | - | - | (773,703) |
At 31 December 2023 | - | 56,000 | 1,232,947 | - | 1,288,947 |
NET BOOK VALUE | |||||
At 31 December 2023 | 331,588 | 59,000 | 2,692,024 | 4,215 | 3,086,827 |
The Exclusive FIDE rights were varied following the 2022 FIDE Grand Prix. This variation has been
treated as a disposal of the original Exclusive FIDE rights and the acquisition of new Exclusive FIDE
rights, with the same carrying value.
crypto-assets), based on a detailed budget and forecast, discounted over five years at the Groups current
cost of capital, considered by the Directors to be 12.81%, and it was determined that no impairment was
required. Where an asset does not generate cash inflows that are largely independent of the cash inflows
from other assets or groups of assets the carrying value was considered against the smallest identifiable
group of assets that generates cash inflows (cash generating unit or CGU).
The Directors considered the carrying value at 31 December 2024 for crypto-assets based on the
prevailing exchange rate at which the crypto-asset could readily be converted into US dollars or Euros
PROPERTY, PLANT AND EQUIPMENT
Group | ||||
Right of use | Fixtures and | Computer | Total | |
asset | fittings | Equipment | ||
€ | € | € | € | |
COST | ||||
At 1 January 2024 | 1,495,114 | 1,283,631 | 1,698 | 2,780,443 |
Additions | - | 39,315 | - | 39,315 |
At 31 December 2024 | 1,495,114 | 1,322,946 | 1,698 | 2,819,758 |
DEPRECIATION | ||||
At 1 January 2024 | 288,294 | 254,115 | 1,698 | 544,107 |
Charge for year | 150,853 | 133,591 | - | 284,444 |
At 31 December 2024 | 439,147 | 387,706 | 1,698 | 828,551 |
NET BOOK VALUE | ||||
At 31 December 2024 | 1,055,967 | 935,240 | - | 1,991,207 |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 71 of 84
Right of use | Fixtures and | Computer | Total | |
asset | fittings | Equipment | ||
€ | € | € | € | |
COST | ||||
At 1 January 2023 | 1,374,409 | 773,918 | 1,698 | 2,150,025 |
Additions | 120,705 | 510,898 | - | 631,603 |
Disposals | - | (1,185) | - | (1,185) |
At 31 December 2023 | 1,495,114 | 1,283,631 | 1,698 | 2,780,443 |
DEPRECIATION | ||||
At 1 January 2023 | 137,441 | 59,802 | 1,698 | 198,941 |
Charge for year | 150,853 | 194,313 | - | 345,166 |
At 31 December 2023 | 288,294 | 254,115 | 1,698 | 544,107 |
NET BOOK VALUE | ||||
At 31 December 2023 | 1,206,820 | 1,029,516 | - | 2,236,336 |
INVESTMENTS
Company
Shares in group undertakings
2024 | 2023 | |
€ | € | |
COST | ||
At 1 January | 351,616 | 351,616 |
Additions | - | - |
Disposals | - | - |
At 31 December | 351,616 | 351,616 |
IMPAIRMENTS | ||
At 1 January | 50,000 | 50,000 |
Disposals | - | - |
At 31 December | 50,000 | 50,000 |
CARRYING VALUE | ||
At 1 January | 301,616 | 301,616 |
At 31 December | 301,616 | 301,616 |
The Directors considered the carrying value at 31 December 2024 for each group undertaking, identified
below, based on a detailed budget and forecast, discounted over five years at the Groups current cost of
capital, considered by the Directors to be 12.81% and it was determined that no further impairment was
required.
The Group’s investments at the Statement of Financial Position date in the share capital of companies
include the following subsidiaries:
World Chess Events Limited
Registered office: Eastcastle House, 27/28 Eastcastle Street, United Kingdom, W1W 8DH
Nature of business: Organising chess events (Worldwide)
Class of shares: | % holding |
Ordinary | 100.00 |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 72 of 84
World Chess US, Inc
Registered office: 1201 N. Orange Street, Suite 762, Wilmington, New Castle County, DE, USA 19801
Nature of business: Organising chess events (USA), online chess
Class of shares: | % holding |
Ordinary | 100.00 |
World Chess Europe GmbH
Registered office: Mittelstrasse 51 – 53, 10117 Berlin, Deutschland
Nature of business: Various chess related activities
Class of shares: | % holding |
Ordinary | 100.00 |
World Chess Sakartvelo LLC
Registered office: Georgia, City Tbilisi, Didube district, Ak. Tsereteli Avenue, N 49-51-51a, Entrance 3,
Floor 13, Apartment N 128
Nature of business: Organising chess events, chess club activities
Class of shares: | % holding |
Ordinary | 100.00 |
This company was incorporated on 2 June 2022 but did not commence trading until 1 January 2023.
The results of the subsidiaries identified above are included in the consolidated financial statements. All
INVENTORIES
Group | ||
2024 | 2023 | |
€ | € | |
Inventories: | 147,549 | 187,018 |
TRADE AND OTHER RECEIVABLES
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Current: | ||||
Trade receivables | 50,447 | 29,668 | - | - |
Amounts owed by group | - | - | 4,713,473 | 5,769,981 |
undertakings | ||||
Other receivables | 36,902 | 204,974 | 1,306 | 1,306 |
Prepayments and accrued | 146,818 | 21,822 | 18,036 | 18,922 |
income | ||||
234,167 | 256,464 | 4,732,815 | 5,790,209 | |
Non-current | ||||
Other receivables | 162,884 | - | - | - |
Aggregate amounts | 397,051 | 256,464 | 4,732,815 | 5,790,209 |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 73 of 84
CASH AND CASH EQUIVALENTS
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Bank accounts | 267,396 | 186,881 | 6,551 | 21,366 |
267,396 | 186,881 | 6,551 | 21,366 | |
CALLED UP SHARE CAPITAL
2024 | 2023 | |||
Number of | € | Number of | € | |
shares | shares | |||
Allotted, issued, and fully | 691,724,039 | 78,520 | 667,193,501 | 75,647 |
paid Ordinary shares of | ||||
£0.0001 | ||||
On 9 February 2024, the Company issued 21,663,386 new ordinary shares for total cash consideration of
€1,508,737 and a further 2,867,152 new ordinary shares to a development partner of the Company in
settlement of development fees of €200,000.
On 8 February 2024, the Company entered into a subscription agreement with an existing investor for the
issue of 11,667,187 new ordinary shares for total cash consideration of €816,703 payable in five
instalments. On 31 December 2024, all five instalments had been received, however application for the
Shares to be admitted to the Official List and to trading on the London Stock Exchange's Main Market
had not yet been completed.
On 25 April 2024, the Company entered into a Put Option Agreement with an existing investor, for the
issue of up to 40,000,028 new ordinary shares for total cash consideration of up to €1,500,001 at a price of
€0.0375 per share between 25 April 2024 and 31 December 2024. During this period the Company
exercised the option to issue 10,666,672 shares for total cash consideration of €400,000, however
application for the shares to be admitted to the Official List and to trading on the London Stock
Exchange's Main Market was not completed until 24 February 2025, after the end of the reporting period.
On 27 September 2024, the Company entered into a subscription agreement with a strategic investor,
Blitz Intelligence FZCO, a gaming technology consultancy for the issue of 12,000,000 new ordinary shares
for total cash consideration of €1,200,000 payable in three instalments. On 31 December 2024 the first two
instalments had been received however application for the shares to be admitted to the Official List and
to trading on the London Stock Exchange's Main Market did not take place until 24 February 2025 after
the third instalment had been received.
At 31 December 2024, the number of additional shares authorised for issue is 205,326,214, which includes
34,333,859 shares which the Company has committed to issue in accordance with binding subscription
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 74 of 84
17
SHARE PREMIUM
2024 | 2023 | |
€ | € | |
At 1 January | 11,048,183 | 6,518,849 |
Premium arising on issue of equity shares | 1,705,863 | 4,529,334 |
At 31 December | 12,754,046 | 11,048,183 |
RESERVES
Share capital comprises the amount for the nominal value of shares issued.
Share premium comprises the amount subscribed for share capital which exceeds the nominal value,
after deducting costs of issue.
Share capital to be issued comprises amounts received under binding share subscription agreements
where shares have not yet been issued..
The translation reserve comprises all foreign currency differences arising from the translation of the
financial statements of foreign operations.
Retained earnings comprises of the brought forward cumulative profit and loss balances carried forward
TRADE AND OTHER PAYABLES
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
as restated | as restated | |||
€ | € | € | € | |
Trade payables | 1,211,014 | 728,213 | 119,402 | 7,582 |
Amounts owed to group undertakings | - | - | 156,552 | 212,044 |
Social security and other taxes | 78,875 | 45,430 | 60,277 | 8,250 |
Other payables | 17,302 | 18,101 | 75 | 10,730 |
Accruals and deferred income | 1,033,931 | 962,151 | 99,854 | 100,000 |
Amounts owed to Directors | 300,865 | 135,080 | 194,322 | 19,909 |
2,641,987 | 1,888,980 | 630,482 | 358,513 | |
Included in accruals and deferred income at the start of the period was €530,887 (2023: €679,087) of
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 75 of 84
FINANCIAL LIABILITIES - BORROWINGS
Group | Company | |||
2024 | 2023 | 2024 | 2023 | |
€ | € | € | € | |
Current interest-bearing loans and | 1,401,543 | 32,989 | - | - |
borrowings | ||||
Terms and debt repayment schedule
Group | 1 year or less | More than 1 | More than 5 | Total |
year and less | years | |||
than 5 years | ||||
€ | € | € | € | |
Other loans | 1,401,543 | - | - | 1,401,543 |
At 31 December 2024 outstanding loans due in less than one year comprise a loan of €275,616 which
accrues interest at 4% per year and a loan of €1,125,927 which accrues interest at a rate of 5% per year.
FINANCIAL LIABILITIES - LEASES
Lease liabilities
The lease liability and corresponding right-of-use asset recognised in the financial statements are as
follows:
Group | 2024 | 2023 |
€ | € | |
Right-of-use asset | 1,055,967 | 1,206,820 |
Current lease liability | 129,955 | 116,208 |
Non-current lease liability | 1,174,319 | 1,304,273 |
1,304,274 | 1,420,481 |
A right-of-use asset was recognised in 2022 for a lease on premises to be occupied by World Chess Club
Berlin for a term of 10 years ending on 31 December 2031. An addition to the right of use asset of €120,705
was recognised during 2023 following an increase in lease payments following a review.
Lease liabilities are measured at the present value of the remaining lease payments, discounted using the
Group’s cost of capital at the inception of each lease. The Group considers this rate to reflect the rate it
would have to pay to borrow over a similar term, with similar security, in a comparable economic
environment. The weighted average discount rate applied to lease liabilities as at 31 December 2024 was
11.83% (2023: 11.83%).
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 76 of 84
Lease Payments
Minimum lease payments fall due as follows:
Group | 2024 | 2023 |
€ | € | |
1 year or less | 267,408 | 267,408 |
Between 1 and 5 years | 1,069,632 | 1,069,632 |
More than 5 years | 534,816 | 802,224 |
1,871,856 | 2,139,264 |
Lease Expense
The total lease expense recognised during the period, including both the depreciation of right-of-use
assets and the interest on lease liabilities, is as follows:
Group | 2024 | 2023 |
€ | € | |
Depreciation on right-of-use asset | 150,853 | 150,853 |
Interest expense on lease liability | 151,200 | 163,495 |
Total lease expense | 302,053 | 314,348 |
FINANCIAL INSTRUMENTS
Financial instruments used by the Group, from which financial instrument risk arises, are as follows:
•
trade and other payables
•
cash and cash equivalents
•
trade and other receivables, and
•
crypto-assets
The main purpose of these financial instruments is to finance the Group’s operations and manage
working capital requirements.
All financial instruments are measured at amortised cost, except for crypto-assets, which are measured at
fair value through profit or loss. The Group holds crypto-assets as part of its treasury activities and
monitors their fair value at each reporting date.
2024 | 2023 | |
€ | € | |
Other financial assets | ||
Trade and other receivables more than one year | 162,884 | - |
Trade and other receivables less than one year | 234,167 | 256,464 |
Crypto-assets | 277,166 | 4,215 |
Cash and cash equivalents | 267,396 | 186,881 |
Total financial assets | 941,613 | 447.560 |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 77 of 84
2024 | 2023 | |
as restated | ||
€ | € | |
Other financial liabilities | ||
Lease liabilities more than one year | 1,174,319 | 1,304,273 |
Trade payables less than one year | 1,211,014 | 1,888,980 |
Other payables less than one year | 397,042 | 198,616 |
Lease liabilities less than one year | 129,955 | 116,208 |
Interest bearing loans and borrowings less than one year | 1,401,543 | 32,989 |
Total financial liabilities | 4,313,873 | 3,541,066 |
The Directors consider that the carrying value for each class of financial asset and liability, approximates
The Group's activities expose it to a variety of risks, including market risk (foreign currency risk and
interest rate risk), credit risk and liquidity risk.
The Group manages these risks through an effective risk
management programme, and, through this programme, the Board seeks to minimise the potential
adverse effects on the Group's financial performance.
Credit risk is the risk of financial loss to the Group if a customer to a financial instrument fails to meet its
contractual obligations.
The Group's credit risk is primarily attributable to its receivables and its cash
deposits.
It is Group policy to assess the credit risk of new customers before entering into contracts. The
Group continues to assess the risk and a further loss allowance for the full lifetime expected credit losses
is recognised if the credit risk has increased significantly since initial recognition. The Group considers
any contractual payment being 30 days past due, and each subsequent period of 30 days, to be an
indicator of a significant increase in credit risk which may require an additional loss allowance to be
recorded.
The risks specific to the Group’s revenue types within its activities are outlined below:
•
Events, payment is typically received in accordance with multi-year agreement in advance of the
event to which it relates, the Directors therefore consider the credit risk to be non-trivial but
minimal.
•
Online income, payment is typically received annually in advance, the Directors therefore consider
the credit risk to be trivial.
•
Merchandising and Clubs, payment is typically received prior to control of goods purchased being
transferred to the customer, the Directors therefore consider the risk to be non-trivial but minimal.
Credit losses of €14,010 was recognised during the year (2023: €4,888). This amount relates to a specific
provision against a trade receivable and does not represent an Expected Credit Loss (ECL) assessment
under IFRS 9.
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 78 of 84
Financial assets past due but not impaired as at 31 December 2024:
Not | |||||
impaired | Not impaired but past due by the following | ||||
and not | amounts | ||||
past due | |||||
>30 days | >60 days | >90 days | >120 days | ||
€ | € | € | € | € | |
Group: Trade and other receivables more | 162,884 | - | - | - | - |
than one year | |||||
Group: Trade and other receivables less | 75,909 | 11,440 | - | - | - |
than one year | |||||
Company: Trade and other receivables | 4,714,779 | - | - | - | - |
less than one year | |||||
Financial assets past due but not impaired as at 31 December 2023:
Not | |||||
impaired | Not impaired but past due by the following | ||||
and not | amounts | ||||
past due | |||||
>30 days | >60 days | >90 days | >120 days | ||
€ | € | € | € | € | |
Group: Trade and other receivables less | 214,365 | 2,975 | 1,098 | 16,204 | |
than one year | |||||
Company: Trade and other receivables | 5,771,286 | - | - | - | - |
less than one year | |||||
Liquidity risk arises from the Group's management of working capital.
It is the risk that the Group will
encounter difficulty in meeting its financial obligations as they fall due.
The Group’s funding strategy is to ensure a mix of funding sources offering flexibility and cost
effectiveness to match the requirements of the Group.
At 31 December 2024 outstanding loans due in less than one year comprise a loan of €275,616 which
accrues interest at 4% per year and a loan of €1,125,927 which accrues interest at a rate of 5% per year.
The Group's exposure to foreign currency risk is limited as most of its invoicing and payments are
denominated in Euro.
The Group identifies and manages currency risks using an integrated approach
that takes into account the possibility of natural (economic) hedging.
For the purpose of short-term
management of currency risk, the Group selects the currency to reduce the open currency position (the
difference between assets and liabilities in foreign currencies).
Analysis of sensitivity of financial instruments to foreign currency exchange rate risk
Currency risk is assessed monthly using sensitivity analysis and maintained within parameters approved
in accordance with the Group's policy.
At the reporting date, the effect of the Euro's
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 79 of 84
CAPITAL MANAGEMENT
The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going
concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders.
The Group's capital management strategy is to retain sufficient working capital for operating
requirements and to ensure sufficient funding is available to meet commitments as they fall due and to
support growth. There are no externally imposed capital requirements.
The Group had net assets of €950,770 at 31 December 2024, (2023: €1,007,724).
2024 | 2023 | |
€ | € | |
Interest bearing loans and borrowings | (1,401,543) | (32,989) |
Amounts owed to directors | (300,865) | - |
Lease liabilities | (1,304,274) | (1,420,481) |
Cash and cash equivalents | 267,396 | 186,881 |
Net indebtedness | (2,739,286) | (1,266,589) |
Amounts owed to Directors includes balances due to Directors disclosed in note 27 to the financial
statements. Although classified under ‘trade and other payables’ in the Statement of Financial Position,
PROVISION FOR LIABILITIES
Group | 2024 | 2023 |
€ | € | |
PROVISIONS | ||
At 1 January | 157,887 | 180,652 |
Dilapidations provision | - | (22,765) |
At 31 December | 157,887 | 157,887 |
A dilapidations provision was recognised in 2022 relating to the estimated reinstatement costs at the
DEFERRED TAX
Group | 2024 | 2023 |
€ | € | |
Balance at 1 January | 63,272 | 76,697 |
Movement in current year | 48,102 | (13,425) |
Balance at 31 December | 111,374 | 63,272 |
There are €9,917,456 (2023: €6,397,725) of tax losses available to the Group which, at the applicable tax
rate of 25%, would provide an additional deferred tax asset of €2,479,364 (2023: €1,599,431).
This has not
been recognised in the financial statements due to the uncertainty of the timing of future taxable profits
against which these losses could be utilised.
Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset
current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the
same tax authority.
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 80 of 84
Analysis of deferred tax:
2024 | 2023 | |
€ | € | |
Timing differences arising on provisions for liabilities, | (430,942) | (470,052) |
lease liabilities and losses carried forward | ||
Timing difference arising on capital allowances in excess | 319,568 | 406,780 |
of depreciation | ||
(111,374) | (63,272) |
CONTINGENT LIABILITIES
The Group has an ongoing claim with one supplier, if the claim is successful then an invoice, amounting
to €1,140,000, will become payable. The invoice has not been provided for in the financial statements as
RELATED PARTY DISCLOSURES
Details of the Directors’ remuneration are disclosed in note 4 and in the Directors Remuneration Report
on page 34 of these consolidated financial statements.
Group undertakings
Intercompany balances and transactions between the Company and its subsidiaries are eliminated on
consolidation. These balances arise from normal trading activities, loans, and cost recharges.
Intercompany loans are measured at amortised cost, with expected credit loss provisions recognised
where applicable under IFRS 9.
The following transactions took place during the year ended 31 December 2024 with and between group
undertakings.
Interest | Purchase/ | Purchase/ | Transaction | |
paid/ | (sales) of | (sale) of | fees paid/ | |
(received) | inventory | services | (received) | |
€ | € | € | € | |
World Chess PLC | (112,675) | - | - | - |
World Chess Events Ltd | 12,762 | (8,887) | 82,500 | 54,561 |
World Chess Europe GmbH | 99,913 | 7,254 | - | - |
World Chess US Inc. | - | 1,633 | 7,500 | (54,561) |
World Chess Sakartvelo LLC | - | - | (90,000) | - |
The following transactions took place during the year ended 31 December 2024 with the Company.
Interest | Purchase/ | Purchase/ | Transaction | |
paid/ | (sales) of | (sale) of | fees paid/ | |
(received) | inventory | services | (received) | |
€ | € | € | € | |
World Chess Events Ltd | 12,762 | - | - | - |
World Chess Europe GmbH | 99,913 | - | - | - |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 81 of 84
The following transactions took place during the year ended 31 December 2023 with and between group
undertakings.
Interest | Purchase/ | Purchase/ | Transaction | |
paid/ | (sales) of | (sale) of | fees paid/ | |
(received) | inventory | services | (received) | |
€ | € | € | € | |
World Chess PLC | (106,120) | - | - | - |
World Chess Events Ltd | 29,125 | 26,818 | 1,667,169 | 58,810 |
World Chess Europe GmbH | 76,968 | (26,818) | (674,815) | - |
World Chess US Inc. | - | - | (637,563) | (58,810) |
World Chess Sakartvelo LLC | - | - | (276,000) | - |
The following transactions took place during the year ended 31 December 2023 with the Company
Interest | Purchase/ | Purchase/ | Transaction | |
paid/ | (sales) of | (sale) of | fees paid/ | |
(received) | inventory | services | (received) | |
€ | € | € | € | |
World Chess Events Ltd | 29,152 | - | 78,791 | - |
World Chess Europe GmbH | 76,968 | - | - | - |
The following movement on Director (payables) and receivables with the Group took place during the
year ended 31 December 2024.
(Payable)/ | Increase in | Increase in | (Payable)/ | |
receivable at | payables | receivables | receivable at | |
1 January | and received | and paid to | 31 December | |
2024 | from director | director | 2024 | |
€ | € | € | € | |
Ilya Merenzon | (133,186) | (1,034,143) | 903,568 | (263,761) |
Matvey Shekhovtsov | (1,582) | (16,800) | 1,582 | (16,800) |
Graham Woolfman | - | (6,236) | - | (6,236) |
Jamison Firestone | - | (4,698) | - | (4,698) |
Richard Collett | - | (14,673) | - | (14,673) |
Neil Rafferty | (312) | (4,698) | 312 | (4,698) |
The following movement on Director (payables) and receivables with the Group took place during the
year ended 31 December 2023.
(Payable)/ | Increase in | Increase in | (Payable)/ | |
receivable at | payables | receivables | receivable at | |
1 January | and received | and paid to | 31 December | |
2023 | from director | director | 2023 | |
€ | € | € | € | |
Ilya Merenzon | (93,494) | (705,578) | 665,886 | (133,186) |
Matvey Shekhovtsov | (27,418) | (1,582) | 27,418 | (1,582) |
Neil Rafferty | - | (312) | - | (312) |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 82 of 84
The following movement on Director (payables) and receivables with the Company took place during the
year ended 31 December 2024.
(Payable)/ | Increase in | Increase in | (Payable)/ | |
receivable at | payables | receivables | receivable at | |
1 January | and received | and paid to | 31 December | |
2024 | from director | director | 2024 | |
€ | € | € | € | |
Ilya Merenzon | (18,015) | (169,900) | 40,698 | (147,217) |
Matvey Shekhovtsov | (1,582) | (16,800) | 1,582 | (16,800) |
Graham Woolfman | - | (6,236) | - | (6,236) |
Jamison Firestone | - | (4,698) | - | (4,698) |
Richard Collett | - | (14,673) | - | (14,673) |
Neil Rafferty | (312) | (4,698) | 312 | (4,698) |
The following movement on Director (payables) and receivables with the Company took place during the
year ended 31 December 2023.
(Payable)/ | Increase in | Increase in | (Payable)/ | |
receivable at | payables | receivables | receivable at | |
1 January | and received | and paid to | 31 December | |
2023 | from director | director | 2023 | |
€ | € | € | € | |
Ilya Merenzon | (238) | (637,777) | 620,000 | (18,015) |
Matvey Shekhovtsov | (2,818) | (1,582) | 2,818 | (1,582) |
Neil Rafferty | - | (312) | - | (312) |
The following balances remained outstanding at 31 December 2024 with related parties.
Included in trade and other payables
Group | Company | |||
Related party | 2024 | 2023 | 2024 | 2023 |
€ | € | € | € | |
Group undertakings | ||||
World Chess Events Ltd | n/a | n/a | - | - |
World Chess Europe GmbH | n/a | n/a | - | - |
World Chess US Inc. | n/a | n/a | 156,552 | 212,044 |
World Chess Sakartvelo LLC | n/a | n/a | - | - |
Directors | ||||
Ilya Merenzon | 253,760 | 133,186 | 147,217 | 18,015 |
Matvey Shekhovtsov | 16,800 | 1,582 | 16,800 | 1,582 |
Graham Woolfman | 6,236 | - | 6,236 | - |
Jamison Firestone | 4,698 | - | 4,698 | - |
Richard Collett | 14,673 | - | 14,673 | - |
Neil Rafferty | 4,698 | 312 | 4,698 | 312 |
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 83 of 84
Included in trade and other receivables
Group | Company | |||
Related party | 2024 | 2023 | 2024 | 2023 |
€ | € | € | € | |
Group undertakings | ||||
World Chess Events Ltd | n/a | n/a | 4,713,473 | 3,290,077 |
World Chess Europe GmbH | n/a | n/a | - | 2,479,904 |
28
ULTIMATE CONTROLLING PARTY
SHARE-BASED PAYMENT TRANSACTIONS
On 9 February 2024 the Company issued 2,867,152 to a development partner of the Group, Engiscent PTE
LTD. The total value of the shares issued was €200,000, at fair value based on the prevailing market price.
On 4 August 2023 the Company issued 288,000 new ordinary shares to its sole broker, Novum Securities
Limited, in settlement of its first year’s fees. The total value of the shares issued was €20,160, at fair value
SUBSEQUENT EVENTS
On 14 January 2025, 717,948 new ordinary shares were issued at a price of €0.0462 per ordinary share to a
senior consultant in lieu of compensation.
On 24 February 2025 12,000,000 new ordinary shares were issued at a price of €0.10 per ordinary share
and a further 10,666,672 new ordinary shares were issued at a price of €0.0375 per ordinary share.
On 17 April 2025, World Chess PLC announced the planned closure of its Berlin venue, which had
opened in 2023 as a concept space. Despite developing a loyal chess clientele, the venue did not achieve
its commercial objectives. Following a detailed operational and strategic review, the Company will close
the site at the end of April 2025 and use the findings of the review to establish a revised venue model.
This is not considered to be an adjusting event and the operations of the club are included as a continuing
PRIOR YEAR ADJUSTMENT
During the year ended 31 December 2024, the Group identified a classification error in its previously
issued financial statements for the year ended 31 December 2023.
An amount of €1,508,737 received in accordance with a binding subscription agreement for the issue of
new shares was incorrectly presented within Trade and Other Payables, however given the binding
nature of the subscription agreement, this amount should have been classified as Share capital to be
issued in the consolidated and company statements of financial position. The comparative figures have
been restated accordingly.
The effect of this restatement on the Consolidated Statement of Financial Position as at 31 December 2023:
World Chess Plc – Company Registration No. 10589323
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Page 84 of 84
2023 | adjustment | 2023 | |
as previously | as restated | ||
reported | |||
€ | € | € | |
Trade and Other Payables | 3,397,717 | (1,508,737) | 1,888,980 |
Reserves – Equity pending issuance | - | 1,508,737 | 1,508,737 |
Total Equity | 1,007,724 | 1,508,737 | 2,516,461 |
The effect of this restatement on the Consolidated Statement of Cash Flows for the year ended 31
December 2023:
2023 | adjustment | 2023 | |
as previously | as restated | ||
reported | |||
€ | € | € | |
Received in advance of share issuance | - | 1,508,737 | 1,508,737 |
Loan advanced in the year | 1.508.737 | (1,508,737) | - |
There was no impact on the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The effect of this restatement on the Company Statement of Financial Position as at 31 December 2023:
2023 | adjustment | 2023 | |
as previously | as restated | ||
reported | |||
€ | € | € | |
Trade and Other Payables | 1,867,250 | (1,508,737) | 358,513 |
Reserves – Equity pending issuance | - | 1,508,737 | 1,508,737 |
Total Equity | 4,251,966 | 1,508,737 | 5,760,703 |
The effect of this restatement on the Company Statement of Cash Flows for the year ended 31 December
2023:
2023 | adjustment | 2023 | |
as previously | as restated | ||
reported | |||
€ | € | € | |
Received in advance of share issuance | - | 1,508,737 | 1,508,737 |
Loan advanced in the year | 1.508.737 | (1,508,737) | - |