World Chess PLC

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World Chess PLC

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

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COMPANY INFORMATION

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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

Eastcastle House

27/28 Eastcastle Street

W1W 8DH

Financial Adviser

Novum Securities Limited

2nd Floor, 7-10 Chandos Street

London

W1G 9DQ

Auditor

Moore Kingston Smith LLP

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

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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.

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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.

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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

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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).

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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%

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

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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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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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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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

Percentage of events held in energy-efficient venues

Carbon intensity per digital user

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.

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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

World Chess Plc – Company Registration No. 10589323

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

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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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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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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

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 23 of 84

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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Page 25 of 84

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

GOVERNANCE

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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

Matvey Shekhovtsov

Jamison Firestone

Graham Woolfman

Richard Collett

Neil Rafferty

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

Graham Woolfman – appointed 6 April 2023, resigned 14

February 2025

Richard Collett – appointed 6 April 2023

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

6 April 2023

Matvey Shekhovtsov

2017

6 April 2023

Jamison Firestone

2020

6 April 2023

Graham Woolfman (resigned 14

February 2025)

2023

6 April 2023

Richard Collett

2023

6 April 2023

Neil Rafferty

2023

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

100%

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)

100%

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

Matvey Shekhovtsov

96,200

Jamison Firestone

37,847

773

38,620

Graham Woolfman

50,706

Richard Collett

118,264

1,561

119,825

Neil Rafferty

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

Matvey Shekhovtsov

114,600

Jamison Firestone

14,440

252

14,692

Graham Woolfman

36,880

Richard Collett

87,810

1,031

88,841

Neil Rafferty

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

The Company is the holding company of a group which aims to promote the mass market appeal of chess

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

social activities, and merchandise related to chess.

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

50,455,671

7.02

Matvey Shekhovtsov

33,350,000

4.66

Mikhail Merenzon

22,680,000

3.17

Andrey Insarov

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

impairment

are

identified,

management

are

required

perform

full

impairment test of the recoverable value of the

intangible

assets

accordance

with

the

requirements of IAS 36.

Management identified

potential indicators

impairment

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

perform

full

impairment test of the recoverable value of the

relevant assets in accordance with the requirements

of IAS 36.

Management identified

potential indicators

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

signing

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

2,434,173

2,345,492

Cost of sales

(1,544,550)

(2,166,390)

GROSS PROFIT

889,623

179,102

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)

Exceptional items

(326,776)

OPERATING LOSS

(3,655,845)

(4,480,216)

Finance costs

(187,325)

(191,393)

Finance income

139

LOSS BEFORE INCOME TAX

(3,843,031)

(4,671,470)

Income tax

47,885

(13,629)

LOSS FOR THE YEAR - CONTINUING AND TOTAL

OPERATIONS

(3,795,146)

(4,685,099)

OTHER COMPREHENSIVE INCOME

Gain/(loss) on currency translation

12,753

(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

(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

3,477,150

3,086,827

Owned: Property, plant and equipment

935,240

1,029,516

Right-of-use: Property, plant and equipment

11, 21

1,055,967

1,206,820

Trade and other receivables

162,884

Deferred tax

111,374

63,272

5,742,615

5,386,435

CURRENT ASSETS

Inventories

147,549

187,018

Trade and other receivables

234,167

256,464

Tax receivable

64,734

Cash and cash equivalents

267,396

186,881

713,846

630,363

TOTAL ASSETS

6,456,461

6,016,798

EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

Called up share capital

78,520

75,647

Share premium

12,754,046

11,048,183

Share capital to be issued

2,016,703

1,508,737

Translation reserve

71,371

58,618

Retained earnings

(13,969,870)

(10,174,724)

TOTAL EQUITY

950,770

2,516,461

NON-CURRENT LIABILITIES

Lease liabilities

1,174,319

1,304,273

Provision for liabilities

157,887

1,332,206

1,462,160

CURRENT LIABILITIES

Trade and other payables

2,641,987

1,888,980

Lease liabilities

129,955

116,208

Interest bearing loans and borrowings

1,401,543

32,989

4,173,485

2,038,177

TOTAL LIABILITIES

5,505,691

3,500,337

TOTAL EQUITY AND LIABILITIES

6,456,461

6,016,798

The notes on pages 58 to 84 should be read in conjunction with these consolidated financial statements.

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 52 of 84

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024

2024

2023

as restated

Notes

€

NON-CURRENT ASSETS

Investments

301,616

CURRENT ASSETS

Trade and other receivables

4,732,815

5,790,209

Tax receivable

16,712

6,025

Cash and cash equivalents

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

78,520

75,647

Share premium

12,754,046

11,048,183

Share capital to be issued

2,016,703

1,508,737

Retained earnings

(10,422,057)

(6,871,864)

TOTAL EQUITY

4,427,212

5,760,703

CURRENT LIABILITIES

Trade and other payables

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

Premium

capital to

be issued

Translati

reserve

Retained

Earnings

Total

equity

€

Balance at 1 January 2023

68,260

6,518,849

65,941

(5,489,625)

1,163,425

Changes in equity

Issue of share capital

7,387

4,529,334

4,536,721

Total comprehensive income

(7,323)

(4,685,099)

(4,692,422)

Balance at 31 December 2023

75,647

11,048,183

58,618

(10,174,724)

1,007,724

Prior year adjustment (note 31)

1,508,737

As restated

75,647

11,048,183

1,508,737

58,618

(10,174,724)

2,516,461

Changes in equity

Issue of share capital

336

199,664

200,000

Movement in share capital to be

issued

2,537

1,506,199

507,966

2016,702

Total comprehensive income

12,753

(3,795,146)

(3,782,393)

Balance at 31 December 2024

78,520

12,754,046

2,016,703

71,371

(13,969,870)

950,770

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

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)

Balance at 31 December 2023

75,647

11,048,183

(6,871,864)

4,251,966

Prior year adjustment (note 31)

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)

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

(2,149,377)

(3,338,149)

Interest paid

(34,657)

(6,638)

Finance cost paid

(151,200)

(163,495)

Tax refund received

(20,985)

250,913

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

5,503,318

2,495,727

Purchase of property, plant and equipment

(39,315)

(631,603)

Proceeds from disposal of property, plant and equipment

1,185

Interest received

139

Net cash used in investing activities

(1,009,385)

(1,451,819)

Cash flows from financing activities

Loan advanced in the year

2,279,714

Loan repayments in year

(912,628)

(30,050)

Payment of lease liabilities

(116,207)

(100,596)

Amount introduced by directors

165,785

14,167

Proceeds from share issue

3,475,569

Received in advance of share issuance

2,016,702

1,508,737

Net cash generated from financing activities

3,433,366

4,867,827

Increase in cash and cash equivalents

67,762

158,639

Cash and cash equivalents at beginning of year

186,881

35,565

Effect of foreign exchange rate changes

12,753

(7,323)

Cash and cash equivalents at end of year

267,396

186,881

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

(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

21,366

6,242

Cash and cash equivalents at end of year

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

NOTES TO THE STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2024

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 flow statement.

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,

these amounts represent short-term financing from Directors and are included in net debt.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31

DECEMBER 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. The

company's registered number and registered office address can be found on the Company Information

page.

ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with UK – adopted International

Accounting Standards and IFRIC interpretations and with those parts of the Companies Act 2006

applicable to companies reporting under IFRS. The financial statements have been prepared under the

historical cost convention, except for certain financial assets and liabilities, including crypto assets which

are measured at fair value.

The Group had no discontinued operations during the year. All results presented relate to continuing

operations.

The financial statements are presented in Euro which is the functional currency of the Group and

rounded to the nearest €.

Going concern

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

unable to continue as a going concern.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities

controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved

where the Company has the power to govern the financial and operating policies of an investee entity so

as to obtain benefits from its activities.

Intra-group balances and transactions are eliminated on consolidation.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 59 of 84

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with UK – adopted International Accounting

Standards requires the use of estimates and assumptions that affect the reported amounts of assets and

liabilities at the date of the financial statements and the reported amounts of revenue and expenses

during the reporting period. Although these estimates are based on management's best knowledge of the

amounts, events or actions, actual results ultimately may differ from these estimates. The estimates and

underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised. The material areas in which estimates and

judgements are applied as follows:

Impairment of other intangible assets

The Group is required to test, on an annual basis, whether other intangible assets have suffered any

impairment. Determining whether there has been any impairment requires an estimation of the fair value

in use of the cash-generating units. The value in use calculation requires the Directors to estimate the

future cash flows expected to arise from the cash-generating unit and a suitable discount rate to calculate

the present value, the discount rate applied is 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

recoverability of the loan on an ongoing basis.

Legal proceedings and other provisions

Provisions for legal proceedings are recognised as other expenses when the Group has a present legal or

constructive obligation as a result of past events; it is probable that an outflow of resources will be

required to settle the obligation; and the amount can be measured reliably. At the Statement of Financial

Position date there is an ongoing claim with one supplier, if the claim is successful then an invoice,

amounting to €1,140,000, will become payable. The invoice is not provided for in the financial statements

as the Directors consider it to be null and void and raised by the supplier in breach of contract (see note

26).

The Group 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

2031.

Revenue recognition

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

transferred upon payment by the customer.

Segment reporting

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

revenue types within its activities is included in note 3.

Cash and cash equivalents

Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents

are short-term, highly-liquid investments with original maturities of three months or less (as at their date

of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an

insignificant risk of change in that cash value.

In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank

overdrafts. Any such overdrafts are shown within borrowings under ‘current liabilities’ on the Statement

of Financial Position.

Crypto-assets

Included within intangible assets are crypto-assets held in the Group’s name in the Binance crypto

exchange, the Group has not traded in crypto-assets to date and such activities do not form part of its

strategy. The crypto-assets are not held as long-term investments, nor do they form part of the Group’s

inventory. The Group’s strategy is to convert crypto-assets to fiat currencies at the earliest opportunity,

usually upon receipt or in accordance with an agreed schedule of conversion.

Any crypto-assets received are recognised at the exchange rate prevailing at the date that the risk and

reward associated with the crypto-asset passes to the Group. Where the exchange rate of the crypto-

assets has a guaranteed minimum floor price, a receivable is recognised for any short-fall.

Crypto-assets are not amortised but are reviewed for impairment if the prevailing exchange rate indicates

their value has fallen below their carrying value. Any impairment or realised exchange gains on the

conversion of crypto-assets to fiat currency are recognised within exceptional items on the Consolidated

Statement of Profit or Loss and Other Comprehensive Income.

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

disposal and value in use, based on estimated future cash flows discounted to their present value.

Property, plant and equipment

Depreciation is provided in order to write off each asset over its estimated useful life or, if held as a right-

of-use asset, over the lease term, whichever is the shorter, which are typically.

•	Fixtures and fittings	- Straight line between 1 and 10 years depending on the type of asset
•	Computer equipment	- Straight line over 3 years

The Group assesses at each reporting date whether there is any indication that property, plant and

equipment may be impaired. If such an indication exists, the recoverable amount of the asset is estimated.

An impairment loss is recognised if the carrying amount exceeds the recoverable amount, which is

determined as the higher of fair value less costs of disposal and value in use. Any impairment losses are

recognised in profit or loss. Impairment losses are reviewed at each reporting date for possible reversal.

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of

financial assets and liabilities like trade and other receivables and payables, loans from banks and other

third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and

other accounts receivable and payable, are initially measured at 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

interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting

period for objective evidence of impairment. If objective evidence of impairment is found, an impairment

loss is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference

between an asset's carrying amount and the present value of estimated cash flows discounted at the

asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for

measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference

between an asset's carrying amount and best estimate of the recoverable amount, which is an

approximation of the amount that the company would receive for the asset if it were to be sold at the date

of the Statement of Financial Position.

Financial assets and liabilities are offset, and the net amount reported in the Statement of Financial

Position when there is an enforceable right to set off the recognised amounts and there is an intention to

settle on a net basis or to realise the asset and settle the liability simultaneously.

Inventories

Inventories of traded goods are valued at the lower of cost or net realisable value (the estimated selling

price less the estimated costs to sell), after making due allowance for obsolete and slow-moving items.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to

local tax rules in the UK, USA and Germany where the Group operates, using tax rates enacted or

substantively enacted by the 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.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the

statement of financial position date.

Deferred tax represents the future tax consequences of transactions and events recognised in the financial

statements of current and previous periods. It is recognised in respect of all timing differences, with

certain exceptions. Timing differences are differences between taxable profits and total comprehensive

income as stated in the financial statements that arise from the inclusion of income and expense in tax

assessments in periods different from those in which they are recognised in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable

that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by

the balance sheet date that are expected to apply to the reversal of timing differences.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 64 of 84

Research and development

Research and development expenditure is capitalised if it can be demonstrated that:

•

it is technically and commercially feasible to develop the asset for future economic benefit;

•

adequate resources are available to maintain and complete the development;

•

there is the intention to complete and develop the asset for future economic benefit;

•

the Group is able to use the asset;

•

use of the asset will generate future economic benefit; and

•

expenditure on the development of the asset can be measured reliably.

Other development expenditure is recognised in the Consolidated Statement of Profit and Loss as an

expense as incurred.

Capitalised development expenditure is stated at cost less accumulated amortisation and less

accumulated impairment losses.

Foreign currencies

Assets and liabilities in foreign currencies are translated into euro at the rates of exchange ruling at the

statement of financial position date. Transactions in foreign currencies are translated into euro at the rate

of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at

the operating result.

The results and financial position of subsidiaries whose functional currency is not the euro are translated

into euro as follows:

•

Monetary assets and liabilities are translated at the closing exchange rate at the statement of financial

position date.

•

Non-monetary items (such as equity investments and property, plant and equipment) are translated

at historical exchange rates.

•

Income and expenses are translated at the average exchange rate for the period, unless exchange

rates fluctuate significantly, in which case the exchange rates at the dates of the transactions are used.

Exchange differences arising from the translation of the financial statements of foreign subsidiaries are

recognised in other comprehensive income and accumulated in a separate component of equity, called

the foreign currency translation reserve. On disposal of a foreign subsidiary, the cumulative translation

differences are reclassified to profit or loss as part of the gain or loss on disposal.

IFRS 16 ‘Leases’

Lease terms are negotiated on an individual basis and contain a wide range of different terms and

conditions. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which

the leased asset is available for use by the Group. Each lease payment is allocated between the liability

and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a

constant periodic rate of interest on the remaining balance of the liability for each period.

Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-

use asset is depreciated over the asset’s remaining useful life. If ownership of the right-of-use asset does

not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the

useful life of the right-of-use asset and the lease term.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities

include the net present value of the following lease payments:

•

Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

•

Amounts expected to be payable by the lessee under residual value guarantees; and

•

Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that

option.

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

•

Any initial direct costs.

Adoption of new and revised standards

There are a number of standards, amendments to standards, and interpretations which have been issued

by the IASB that are effective from 1 January 2024, none of which have a material impact on these

financial statements.

Standards issued but not yet effective

At the date of approval of these financial statements, the following new or amended standards and

interpretations had been issued by the International Accounting Standards Board (IASB) and endorsed

for use in the UK, but were not yet effective for the year ended 31 December 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

material impact on the financial statements.

Financial liabilities

The Group does not have financial liabilities that would be classified as fair value through the profit or

loss. Therefore, all financial liabilities are classified as other financial liabilities.

The Group use the amortised cost method for financial liabilities include borrowings, trade and other

payables and are recognised at their original amount.

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:

€303,408 (2023: €nil).

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

In the opinion of the Board, only the Directors of the Company, as detailed in the Corporate Governance

Report, are regarded as key management personnel. The remuneration of key management personnel

during 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

The Group had no UK employees in 2024 and 2023 except the Directors.

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

converted into USD on receipt, however where crypto-assets values fluctuate a (gain)/loss is recognised.

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

23.52% for the year ended 31 December 2023.

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

December 2024 and is included in Trade and other payables at that date.

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.

The Directors considered the carrying value at 31 December 2024 for each asset identified above (except

crypto-assets), based on a detailed budget and forecast, discounted over five years at the Groups current

cost of capital, considered by the Directors to be 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

and it was determined that no impairment was required.

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

subsidiaries are exempt from an audit except World Chess Events Ltd.

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

agreements (2023: 100,000,000 which included 21,663,386 under binding subscription agreements).

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 74 of 84

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

from previous accounting periods.

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

deferred income which was recognised as revenue during the year.

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.

(2023: €32,989 which accrued interest at 10% 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

to their fair value.

Financial risk management

The Group's activities expose it to a variety of risks, including market risk (foreign currency risk and

interest rate risk), credit risk and liquidity risk.

The Group manages these risks through an effective risk

management programme, and, through this programme, the Board seeks to minimise the potential

adverse effects on the Group's financial performance.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer to a financial instrument fails to meet its

contractual obligations.

The Group's credit risk is primarily attributable to its receivables and its cash

deposits.

It is Group policy to assess the credit risk of new customers before entering into contracts. The

Group continues to assess the risk and a further loss allowance for the full lifetime expected credit losses

is recognised if the credit risk has increased significantly since initial recognition. The Group considers

any contractual payment being 30 days past due, and each subsequent period of 30 days, to be an

indicator of a significant increase in credit risk which may require an additional loss allowance to be

recorded.

The 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 and interest rate risk

Liquidity risk arises from the Group's management of working capital.

It is the risk that the Group will

encounter difficulty in meeting its financial obligations as they fall due.

The Group’s funding strategy is to ensure a mix of funding sources offering flexibility and cost

effectiveness to match the requirements of the Group.

At 31 December 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.

(2023: €32,989 which accrued interest at 10% per year).

Foreign currency risk

The Group's exposure to foreign currency risk is limited as most of its invoicing and payments are

denominated in Euro.

The Group identifies and manages currency risks using an integrated approach

that takes into account the possibility of natural (economic) hedging.

For the purpose of short-term

management of currency risk, the Group selects the currency to reduce the open currency position (the

difference between assets and liabilities in foreign currencies).

Analysis of sensitivity of financial instruments to foreign currency exchange rate risk

Currency risk is assessed monthly using sensitivity analysis and maintained within parameters approved

in accordance with the Group's policy.

At the reporting date, the effect of the Euro's

growth/(depreciation) against other currencies in the Group's profit/(loss) before tax is not significant.

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,

these amounts represent short-term financing from Directors and are included in net indebtedness.

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

expiry of a new 10-year lease ending on 31 December 2031.

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

the Directors consider it to be null and void and raised by the supplier in breach of contract.

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

ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Ilya Merenzon by virtue of his shareholding in the Company.

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

based on the initial listing price.

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

operation in these financial statements.

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)	-

There was no impact on the Company Statement of Profit or Loss and Other Comprehensive Income.