World Chess Plc

("World Chess" or the "Company" or the "Group")

Financial Results for the year ended 31 December 2025

 

World Chess plc (LSE:CHSS), the London-listed chess organisation and operator of FIDE Online Arena (worldchess.com), today publishes its financial results for the year ended 31 December 2025.

Copies of the Company's full Annual Report and Financial Statements for the period ended 31 December 2025 will be made available on the Company's website at https://worldchess.com.  and uploaded to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Highlights:

Results for the year

·      Revenue from continuing operations was €2,029,433 (2024: €1,820,801).

·      Total revenue including discontinued operations was €2,262,115 (2024: €2,434,173).

·      The loss before tax from continuing operations was €2,685,342 (2024: €2,822,879).

·      The loss from discontinued operations net of tax was €974,407 (2024: €972,050).

·      The total loss was €3,659,941(2024: €3,795,146).

Operational and strategic highlights

·      Exceeded one million registered users

·      Launched The Tower, a new player progression and engagement system

·      Rebuilt and relaunched the World Chess mobile application

·      Appointed Head of Mobile Design, formerly of Chess.com

·      Migrated platform to unified worldchess.com domain

·      Launched The World Chess Show across international broadcast networks

·      Extended partnership with the Algorand Foundation; added TipRanks as commercial partner

·      Began development of club and federation technology tools, extending the platform beyond consumer play into the infrastructure of organised chess globally

·      India now represents 33% of paid subscribers and 25% of total registered users.

 

For more information, visit: www.worldchess.com or contact:

World Chess Ilya Merenzon, CEO	merenzon@worldchess.com
AlbR Capital Limited - Financial Adviser David Coffman / Dan Harris	+44 (0) 20 7469 0930

Notes to Editors

World Chess (LSE: CHSS) is a leading chess gaming and entertainment company and Fédération Internationale des Échecs ('FIDE') official commercial partner. World Chess reinvents the sport for the modern consumer by developing worldchess.com, the exclusive platform to play for the FIDE-recognized rating online, running Armageddon, the chess league for prime-time television, and a new kind of chess clubs. The company organized the World Chess Championship Matches in New York and London and signed some of the biggest chess media deals in history.  The company's shares are traded on London Stock Exchange: LSE:CHSS. More at worldchess.com.

 

Statement from the Chair

2025 marked an important year for World Chess as the Group sharpened its strategic focus and strengthened the foundations for future growth. The business reached a significant milestone of over one million registered users, launched a rebuilt mobile application, and continued to enhance its platform and commercial partnerships.

A key priority during the year was the reallocation of resources towards scalable, digital revenue streams. Following a strategic review, the Board made the decision to close the Berlin Chess Club and concentrate investment on product development and the growth of the Group's online subscriber base. This reflects our conviction that long-term value will be driven by a focused, technology-led model.

Financially, while revenues declined modestly, the Group delivered a slightly improved performance with a reduction in loss before tax from continuing operations to €2,685,342 from €2,822,879 in 2024. This reflects increasing cost discipline alongside continued targeted investment in the platform, positioning the business for more efficient growth.

The Group also strengthened its capital base during the year, securing investment from strategic partners with deep experience in digital product development and scaling technology businesses. Their engagement brings not only capital but also valuable expertise as the Company executes its strategy. The Board continues to engage with additional funding partners to ensure the Group is well capitalised for its next stage of development.

The Board has maintained a strong focus on governance, liquidity and risk management, while supporting management in prioritising product investment and operational efficiency.

Having supported the Company through its IPO and more recently as Interim Chair during this period of strategic refocus, I believe the business is now well positioned for its next phase. Accordingly, I decided to resign as Chair in February 2026 in order to enable to Board to refresh its skill set to be more in line with its refocussed approach and agreed to remain in place until the 11 May or earlier should a new appointment be made before then.

I would like to thank my fellow Directors and the management team for their commitment and contribution during this period, and I look forward to seeing the Company build on its progress in the years ahead. Finally, the Board remains confident in the Group's strategy and its long-term potential

I would like to thank our shareholders, partners and employees for their continued support.

 

 

Neil Rafferty

Interim Chairman

20 April 2026

 

Statement from the Chief Executive

A million people choose to play chess on World Chess. Hopefully, you are one of them!

Today we have a platform with over a million registered users, a mobile application rebuilt from scratch, a progression system that keeps players coming back, and a Head of Mobile Design we hired from the market leader. The gap between where we were and where we are is significant. But the gap between where we are and where we would like to be is the opportunity.

India, and Asia in general, is the story within the story. Gukesh D, a teenager, is World Chess Champion. A golden generation of Indian players is rewriting what's possible in chess, and Indian players now make up 33% of our paid subscriber base and 25% of our total registered users. We are not chasing that market - we are in it, growing in it, and investing to deepen it.

We believe that the product, worldchess.com, is better than it has ever been, and the engagement numbers support this. Post-game analysis gives subscribers real value - it makes people better at chess with every game. The new mobile app - which launched in November - is the platform we always wanted to build. The unification of all our products under the worldchess.com domain made it easier for any player, anywhere, to find us and start playing.

We are also moving beyond the consumer platform. Chess has hundreds of thousands of clubs globally - running events on spreadsheets and paper scoresheets. We are building tools that change that: technology for clubs to manage events, run rated competitions, and connect their members to the wider World Chess ecosystem. This is a large, largely untouched market, and our position in the chess world puts us in a uniquely credible place to serve it.

The financial reults for 2025 reflect a company investing in its future - the majority of expenditure went into product development. The loss before tax narrowed. We raised capital from investors who understand digital products and are actively contributing to our roadmap. There is more to do - we are focused on scale, bringing in more users from around the world and offering them new and interesting ways to enjoy chess.

 

 

Ilya Merenzon
Chief Executive Officer

20 April 2026

Financial Review:

During the year, the Group completed a significant strategic transition, with the closure of its Berlin club venue and an increased focus on the development of the World Chess Online Arena and related digital activities. This shift reflects the Group's strategy to move towards a more scalable, capital-light digital business model.

The closure of the Berlin venue resulted in a reduction in physical revenues and the recognition of one-off items, including the impairment of non-current assets, partially offset by the derecognition of the associated lease liability and the release of a dilapidations provision. These impacts are presented within discontinued operations (see note 8).

In parallel, the Group continued to invest in the development of the Online Arena and related content activities.

 

			2025		2024
			€		€
REVENUE			2,029,433		1,820,801
GROSS PROFIT			609,532		489,002
GROSS PROFIT %			30%		27%
Administrative expenses			(3,274,230)		(3,289,653)
OPERATING LOSS			(2,664,698)		(2,800,651)
Addback: Depreciation and amortisation			649,996		581,198
LOSS BEFORE DEPRECIATION, AND AMORTISATION			(2,014,702)		(2,219,453)
Finance costs			(21,856)		(22,367)
Finance income			1,212		139
LOSS BEFORE INCOME TAX - CONTINUING OPERATIONS			(2,685,342)		(2,822,879)

Revenue and Gross Profit

Total revenue, including discontinued operations, decreased by 7% to €2,262,115 (2024: €2,434,173), reflecting the closure of the Berlin club. Revenue from discontinued operations reduced to €232,682 (2024: €613,372).

Revenue from continuing operations increased by 11% to €2,029,433 (2024: €1,820,801), driven by growth in digital and media activities.

The World Chess Online Arena continued to scale, with revenues increasing by 25% to €863,751 (2024: €691,144), reflecting improved user engagement and monetisation. Tournament and content revenues also increased to €545,508 (2024: €394,736), supported by expanded production and broadcast activity, including World Chess TV.

Merchandising revenues declined to €542,491 (2024: €734,921), reflecting reduced physical activity following the closure of the Berlin venue.

Gross profit from continuing operations increased to €609,532 (2024: €489,002), with gross margin improving to 30% (2024: 27%), driven by a higher proportion of digital revenues.

Operating costs and profitability

Administrative expenses on a continuing basis remained broadly stable at €3,274,230 (2024: €3,289,653), reflecting ongoing cost discipline alongside continued investment in product development and growth of the World Chess Online Arena.

The operating loss from continuing operations reduced to €2,664,698 (2024: €2,800,651), reflecting improved gross margins and stable operating costs.

Loss before tax from continuing operations was €2,685,342 (2024: €2,822,879), with lower finance costs contributing marginally to the improvement.

Loss per share improved to €0.005 (2024: €0.006), reflecting the reduced loss and an increase in the weighted average number of shares in issue.

Cash flows

Net cash used in operating activities of €2,491,890 (2024: €2,356,219), reflected continued investment in growth and platform development.

The cash outflow from investing activities totalled €163,129 (2024: €1,009,385), with prior year spend reflecting higher levels of platform development and capital expenditure.

These outflows were funded by €2,454,118 of cash generated from financing activities (2024: €3,433,366), primarily through equity funding. The overall movement in cash also reflects foreign exchange movements and cash flows relating to discontinued operations.

Statement of Financial Position

At 31 December 2025, the Group reported net assets of €1,458,391 (2024: €950,770). The increase reflects equity funding received during the year, partially offset by losses incurred and the impairment of assets associated with the Berlin club following its closure.

Included within equity is €1,016,703 (2024: €2,016,703) relating to funds received under subscription agreements for shares not yet issued at the reporting date.

The Group held cash balances of €40,732 (2024: €267,396) and had no external borrowings at the year end (2024: €2,705,817 excluding director balances), resulting in a net cash position of €40,732 compared to net debt of €2,438,421 in the prior year.

Investment and capital expenditure

The Group continued to prioritise investment in the World Chess Online Arena, with capitalised development expenditure of €479,237 (2024: €697,258). Total investment in the platform now amounts to €5,101,463, with a carrying value of €2,906,076 at 31 December 2025.

The Directors have assessed the carrying value of intangible assets and investments based on detailed five-year forecasts (see notes 10 and 11).

Following the closure of the Berlin club, the Company recognised a full impairment of its investment in World Chess Europe GmbH of €300,000, resulting in the investment being fully impaired to €nil at 31 December 2025.

Liquidity and subsequent events

Subsequent to the year end, the Group strengthened its liquidity position through additional equity funding. In February 2026, investors Valery Kurylau and Dmitri Lipnitsky invested approximately €1,359,000, supporting continued development and marketing of the World Chess Online Arena (see note 30).

Going concern

The Directors have prepared forecasts covering a period of at least twelve months from the date of approval of these financial statements, reflecting the Group's focus on the World Chess Online Arena and continued cost management.

The forecasts assume no additional funding beyond the €1,359,000 raised post year end. While revenue growth is expected, there remains uncertainty regarding its timing and scale, and additional funding may be required to provide further liquidity headroom.

These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern.

Nevertheless, after considering sensitivities and mitigating actions, the Directors have a reasonable expectation that the Group will have sufficient resources to meet its obligations as they fall due. Accordingly, the financial statements have been prepared on a going concern basis.

 

 

Richard Collett

Chief Financial Officer

20 April2026

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025

			2025		2024
	Notes		€		€
Revenue	3		2,029,433		1,820,801
Cost of sales			(1,419,901)		(1,331,799)
GROSS PROFIT			609,532		489,002
Administrative expenses			(3,274,230)		(3,289,653)
OPERATING LOSS			(2,664,698)		(2,800,651)
Finance costs	5		(21,856)		(22,367)
Finance income	5		1,212		139
Loss before income tax - continuing operations	6		(2,685,342)		(2,822,879)
Income tax - continuing operations	7		(192)		(217)
Loss for the year - continuing operations			(2,685,534)		(2,823,096)
Loss for the year - discontinued operations (net of tax)	8		(974,407)		(972,050)
LOSS FOR THE YEAR			(3,659,941)		(3,795,146)
OTHER COMPREHENSIVE INCOME
(Loss)/gain on currency translation			(25,763)		12,753
TOTAL COMPREHENSIVE INCOME FOR THE YEAR			(3,685,704)		(3,782,393)
Loss attributable to:
Owners of the parent			(3,659,941)		(3,795,146)
Total comprehensive income attributable to:
Owners of the parent			(3,685,704)		(3,782,393)
Loss per share
Basic and diluted:
Continuing operations			(0.003)		(0.004)
Discontinued operations			(0.002)		(0.002)
Total	9		(0.005)		(0.006)

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

			2025		2024
	Notes		€		€
NON-CURRENT ASSETS
Owned: Intangible assets	10		3,030,080		3,477,150
Owned: Property, plant and equipment	11		8,675		935,240
Right-of-use: Property, plant and equipment	11, 21		-		1,055,967
Trade and other receivables	14		-		162,884
Deferred tax	25		-		111,374
			3,038,755		5,742,615
CURRENT ASSETS
Inventories	13		129,512		147,549
Trade and other receivables	14		137,563		234,167
Tax receivable			9,667		64,734
Cash and cash equivalents	15		40,732		267,396
			317,474		713,846
TOTAL ASSETS			3,356,229		6,456,461
EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Called up share capital	16		100,495		78,520
Share premium	17		17,925,396		12,754,046
Share capital to be issued	18		1,016,703		2,016,703
Translation reserve	18		45,608		71,371
Retained earnings	18		(17,629,811)		(13,969,870)
TOTAL EQUITY			1,458,391		950,770
NON-CURRENT LIABILITIES
Lease liabilities	21		-		1,174,319
Provision for liabilities	24		2,000		157,887
			2,000		1,332,206
CURRENT LIABILITIES
Trade and other payables	19		1,895,838		2,641,987
Lease liabilities	21		-		129,955
Interest bearing loans and borrowings	20		-		1,401,543
			1,895,838		4,173,485
TOTAL LIABILITIES			1,897,838		5,505,691
TOTAL EQUITY AND LIABILITIES			3,356,229		6,456,461

 

The financial statements were approved by the Board of Directors and authorised for issue on 20 April 2026 and were signed on its behalf by:

 

 

 

Ilya Merenzon
Chief Executive Officer

 

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

			2025		2024
	Notes		€		€
NON-CURRENT ASSETS
Trade and other receivables	14		7,425,069		-
Investments	12		1,616		301,616
			7,426,685		301,616
CURRENT ASSETS
Trade and other receivables	14		7,044		4,732,815
Tax receivable			963		16,712
Cash and cash equivalents	15		5,524		6,551
			13,531		4,756,078
TOTAL ASSETS			7,440,216		5,057,694
EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY
Called up share capital	16		100,495		78,520
Share premium	17		17,925,396		12,754,046
Share capital to be issued	18		1,016,703		2,016,703
Retained earnings	18		(11,964,755)		(10,422,057)
TOTAL EQUITY			7,077,839		4,427,212
CURRENT LIABILITIES
Trade and other payables	19		362,377		630,482
			362,377		630,482
TOTAL LIABILITIES			362,377		630,482
TOTAL EQUITY AND LIABILITIES			7,440,216		5,057,694

 

As permitted by Section 408 of the Companies Act 2006, the statement of Profit and loss and comprehensive income of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was €1,542,698 (2024: €3,550,193).

The financial statements were approved by the Board of Directors and authorised for issue on 20 April 2026 and were signed on its behalf by:

 

 

 

 

 

Ilya Merenzon
Chief Executive Officer

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Share Premium	Share capital to be issued	Translation reserve	Retained Earnings	Total equity
	€	€	€	€	€	€
Balance at 1 January 2024	75,647	11,048,183	1,508,737	58,618	(10,174,724)	2,516,461
Changes in equity
Issue of share capital	336	199,664	-	-	-	200,000
Movement in share capital to be issued	2,537	1,506,199	507,966	-	-	2,016,702
Total comprehensive income	-	-	-	12,753	(3,795,146)	(3,782,393)
Balance at 31 December 2024	78,520	12,754,046	2,016,703	71,371	(13,969,870)	950,770
Changes in equity
Issue of share capital	20,528	3,972,797	-	-	-	3,993,325
Movement in share capital to be issued	1,447	1,198,553	(1,000,000)	-	-	200,000
Total comprehensive income	-	-	-	(25,763)	(3,659,941)	(3,685,704)
Balance at 31 December 2025	100,495	17,925,396	1,016,703	45,608	(17,629,811)	1,458,391

 

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025

	Called  up share capital	Share Premium	Share capital to be issued	Retained Earnings	Total equity
	€	€	€	€	€
Balance at 1 January 2024	75,647	11,048,183	1,508,737	(6,871,864)	5,760,703
Changes in equity
Issue of share capital	336	199,664	-	-	200,000
Movement in share capital to be issued	2,537	1,506,199	507,966	-	2,016,702
Total comprehensive income	-	-	-	(3,550,193)	(3,550,193)
Balance at 31 December 2024	78,520	12,754,046	2,016,703	(10,422,057)	4,427,212
Changes in equity
Issue of share capital	20,528	3,972,797	-	-	3,993,325
Movement in share capital to be issued	1,447	1,198,553	(1,000,000)	-	200,000
Total comprehensive income	-	-	-	(1,542,698)	(1,542,698)
Balance at 31 December 2025	100,495	17,925,396	1,016,703	(11,964,755)	7,077,839

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

			2025		2024
	Notes		€		€
Cash flows from operating activities
Cash absorbed from operations	1		(2,475,581)		(2,149,377)
Interest paid on borrowings			(22,834)		(34,657)
Lease interest paid			(48,350)		(151,200)
Tax refund received			54,875		(20,985)
Net cash used in operating activities			(2,491,890)		(2,356,219)
Cash flows from investing activities
Purchase of intangible fixed assets			(3,901,396)		(6,473,527)
Proceeds from disposal of intangible fixed assets			3,698,854		5,503,318
Purchase of property, plant and equipment			(2,671)		(39,315)
Proceeds from disposal of property, plant and equipment			40,872		-
Interest received			1,212		139
Net cash used in investing activities			(163,129)		(1,009,385)
Cash flows from financing activities
Loan advanced in the year			2,764,577		2,279,714
Loan repayments in year			(3,512,544)		(912,628)
Payment of lease liabilities			(41,148)		(116,207)
Amount (withdrawn)/introduced by directors			(263,339)		165,785
Proceeds from share issue			3,306,572		-
Received in advance of share issuance			200,000		2,016,702
Net cash generated from financing activities			2,454,118		3,433,366
(Decrease)/increase in cash and cash equivalents			(200,901)		67,762
Cash and cash equivalents at beginning of year	2		267,396		186,881
Effect of foreign exchange rate changes			(25,763)		12,753
Cash and cash equivalents at end of year	2		40,732		267,396

During the year, €653,576 of convertible loan notes were converted into equity. This transaction did not result in a cash flow and has therefore been excluded from the statement of cash flows.

 

COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

			2025		2024
	Notes		€		€
Cash flows from operating activities
Cash absorbed by operations	1		(794,795)		(881,937)
Interest paid on borrowings			(1,367)		(6,241)
Net cash used in operating activities			(796,162)		(888,178)
Cash flows from investing activities
Interest received			119,113		112,675
Net cash generated from investing activities			119,113		112,675
Cash flows from financing activities
Loan advanced in the year			653,576		-
Amounts paid to group undertakings			(3,434,495)		(1,430,427)
Amounts introduced by directors			(49,631)		174,413
Proceeds from share issue			3,306,572		-
Received in advance of share issuance			200,000		2,016,702
Net cash generated from financing activities			676,022		760,688
Decrease in cash and cash equivalents			(1,027)		(14,815)
Cash and cash equivalents at beginning of year	2		6,551		21,366
Cash and cash equivalents at end of year	2		5,524		6,551

During the year, €653,576 of convertible loan notes were converted into equity. This transaction did not result in a cash flow and has therefore been excluded from the statement of cash flows.

 

NOTES TO THE STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025

1	RECONCILIATION OF LOSS FOR THE YEAR TO CASH ABSORBED FROM OPERATIONS
	Group			2025		2024
				€		€
	Loss for the year			(3,659,941)		(3,795,146)
	Income tax			111,566		(47,885)
	Depreciation and amortisation			839,423		864,330
	Reversal of provision			(155,887)		-
	Impairment of non-current assets (note 8)			1,754,520		-
	Gain on derecognition of lease liability (note 8)			(1,263,126)		-
	Finance costs			71,184		187,325
	Finance income			(1,212)		(139)
				(2,303,473)		(2,791,515)
	Decrease in inventories			18,037		39,469
	Decrease/(increase) in trade and other receivables			271,909		(184,553)
	(Decrease)/increase in trade and other payables			(462,054)		787,222
	Cash absorbed from operations			(2,475,581)		(2,149,377)

 

	Company			2025		2024
				€		€
	Loss for the year			(1,542,698)		(3,550,193)
	Impairment of intercompany loan			566,347		2,631,441
	Impairment of investments in group undertakings			300,000		-
	Finance costs			1,367		6,241
	Finance income			(119,113)		(112,675)
				(794,097)		(1,025,186)
	Decrease in trade and other receivables			12,298		887
	(Decrease)/increase in trade and other payables			(12,996)		142,362
	Cash absorbed by operations			(794,795)		(881,937)

The reconciliation above includes a number of non-cash adjustments relating to discontinued operations, including impairment of non-current assets of €1,764,060 and a gain on derecognition of the related lease liability of €1,263,126 as detailed in note 8.

At Company level, the reconciliation also includes an impairment of an intercompany loan of €566,347 and an impairment of the investment in World Chess Europe GmbH of €300,000.

These items do not give rise to cash movements and have therefore been adjusted in reconciling loss before income tax to net cash outflow from operating activities.

 

2	CASH AND CASH EQUIVALENTS
	The amounts disclosed on the Statements of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:
	Group			2025		2024
				€		€
	Year ended 31 December 2025
	Cash and cash equivalents			40,732		267,396
	Year ended 31 December 2024
	Cash and cash equivalents			267,396		186,881

 

	Company			2025		2024
				€		€
	Year ended 31 December 2025
	Cash and cash equivalents			5,524		6,551
	Year ended 31 December 2024
	Cash and cash equivalents			6,551		21,366

 

 

3	RECONCILIATION OF NET DEBT
	Group			2025		2024
				€		€
	At 31 December
	Other loans			-		(1,401,543)
	Amounts owed to Directors			(49,947)		(300,865)
	Lease liabilities			-		(1,304,274)
	Total Borrowings			(49,947)		(3,006,682)
	Cash and cash equivalents			40,732		267,396
	Net debt			(9,215)		(2,739,286)

 

	Company			2025		2024
				€		€
	At 31 December
	Amounts owed to Directors			(144,691)		(194,322)
	Cash and cash equivalents			5,524		6,551
	Net debt			(139,167)		(187,771)

Amounts owed to Directors includes balances due to Directors disclosed in note 27 to the financial statements. Although classified under 'trade and other payables' in the Statement of Financial Position, these amounts represent short-term financing from Directors and are included in net debt.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS   FOR THE YEAR ENDED 31 DECEMBER 2025

1    STATUTORY INFORMATION

          World Chess PLC is a public company, limited by shares, registered in England and Wales. The Company's registered number and registered office address can be found on the Company Information page.

2    ACCOUNTING POLICIES

          Basis of preparation

          These financial statements have been prepared in accordance with UK - adopted International Accounting Standards and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, except for certain financial assets and liabilities, including crypto assets which are measured at fair value.

          The Group had discontinued operations during the year relating to the Berlin club (see note 8).

          The financial statements are presented in Euro which is the functional currency of the Group and rounded to the nearest €.

          Going concern

          The Group incurred a loss for the year of €3,685,704 (2024: €3,782,393) and, as at 31 December 2025, had net current liabilities of €1,578,364 (2024: €3,459,639). These conditions indicate that the Group remains dependent on the successful execution of its strategy and the availability of funding to meet its obligations as they fall due.

          The Directors have assessed the Group's ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. This assessment has been based on the Group's current financial position together with a review of forecast operating budgets and cash flow projections.

          The forecasts reflect the Group's strategic focus on the continued development of the World Chess Online Arena together with ongoing cost management, including the Group's agreement with FIDE in respect of the platform, which is due to expire in August 2026 but provides for automatic renewal in accordance with its terms.

          The forecasts assume no additional external funding beyond the post-year-end investment of approximately €1,359,000, as described in note 30 - subsequent events, and reflect expected growth in revenues from the Online Arena. However, the timing and extent of revenue growth remain subject to execution risk.

          While the Directors continue to seek additional investment to support further development of the platform and provide additional headroom should revenue growth be slower than forecast, there can be no certainty that such funding will be secured.

          These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern.

          Notwithstanding the above, the financial statements have been prepared on a going concern basis as the Directors have a reasonable expectation that the Group will be able to realise its assets and discharge its liabilities in the normal course of business.                         

          Basis of consolidation

          The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

          Intra-group balances and transactions are eliminated on consolidation.

          Critical accounting judgements and key sources of estimation uncertainty

          The preparation of the financial statements in conformity with UK - adopted International Accounting Standards requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised. The material areas in which estimates and judgements are applied as follows:

          Impairment of other intangible assets

          The Group is required to test, on an annual basis, whether other intangible assets have suffered any impairment. Determining whether there has been any impairment requires an estimation of the fair value in use of the cash-generating units. The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate to calculate the present value, the discount rate applied is 13.29% (2024: 12.81%). The carrying value of intangible assets (excluding crypto assets) is set out in the table below (see also note 10):

		Group
		2024		2024
		€		€
	Exclusive FIDE rights	110,530		221,059
	Software Licences	13,000		36,000
	Online Arena	2,906,076		2,942,925

         

          Sensitivity Analysis

          The impairment review is sensitive to changes in key assumptions, particularly the discount rate and the forecast revenues and costs The Directors have considered the extent to which these assumptions would need to change for the recoverable amount to equal the carrying value of the cash-generating unit.

•     The discount rate would need to increase from 13.29% to approximately 55.37% before the value in use equals the carrying value.

•     Forecast revenues would need to decrease by approximately 55% before the value in use equals the carrying value.

•     Forecast costs would need to increase by approximately 135% before the value in use equals the carrying value.

          The Directors consider these sensitivities to represent severe downside scenarios and, accordingly, conclude that there is significant headroom and no impairment is required.

          Investments and amounts owed by group undertakings for impairment (Company Only)

          At each reporting date, the Company assesses whether amounts owed by group undertakings and investments in subsidiaries have suffered any impairment. Determining whether there has been any impairment requires an estimation of the recoverable amount of these balances, based on the financial position and expected future cash flows of the relevant group undertakings.

          This assessment involves estimating future cash flows expected to arise from the group undertakings and applying a suitable discount rate to calculate the present value. The discount rate applied is 13.29% (2024: 12.81%).

          The carrying value of amounts owed by group undertakings is as follows:

		Company
		2025		2024
		€		€
	World Chess Events Ltd	6,962,574		4,713,473
	World Chess USA inc.	462,495		-

         

          The balance due from World Chess USA inc. is supported by its intercompany receivable from World Chess Events Ltd of €581,467 and reflects the role of the entity within the Group's operating and funding structure rather than its standalone revenue generation. Amounts due to the parent company are classified as non-current as they are not expected to be settled within 12 months of the reporting date. The prior year comparative has not been restated as the classification reflects conditions and expectations at the respective reporting dates.

          As at the reporting date, an impairment charge of €566,347 (2024: €2,631,441) has been recognised in the Company's income statement in respect of amounts owed by World Chess Europe GmbH, reflecting a reassessment of their recoverability..

          In addition, during the year the Company recognised an impairment of €300,000 in respect of its investment in World Chess Europe GmbH, reducing the carrying value of the investment to €nil. This impairment reflects the closure of the Berlin club venue during the year and the resulting reassessment of the recoverable amount of the subsidiary.         The Directors will continue to monitor the financial performance of the group undertakings and reassess the recoverability of both intercompany balances and investments on an ongoing basis.

          Legal proceedings and other provisions

          Provisions for legal proceedings are recognised as other expenses when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be measured reliably. At the Statement of Financial Position date there is an ongoing claim with one supplier, if the claim is successful then an invoice, amounting to €1,140,000, will become payable. The invoice is not provided for in the financial statements as the Directors consider it to be null and void and raised by the supplier in breach of contract (see note 26).

          The Group previously recognised a dilapidations provision of €155,887 at 31 December 2024 in respect of the estimated cost of reinstating a leased property to its original condition at the end of the lease term.

          During the year, following the closure of the Berlin club venue and termination of the associated lease, the obligation no longer existed and the provision was fully released to the income statement. This release forms part of the net impact of the lease exit and venue closure recognised during the year.

          Revenue recognition

Revenue is recognised when control of goods or services is transferred to the customer. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

The transaction price represents the amount of consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer, including any variable consideration which is constrained to amounts for which it is highly probable that a significant reversal will not occur, and any non-cash consideration, including digital assets, which is measured at fair value at contract inception.

The Group applies the practical expedients permitted by IFRS 15 and does not adjust the transaction price for the effects of a significant financing component where the period between transfer of goods or services and payment is one year or less, and recognises incremental costs of obtaining a contract as an expense when incurred where the amortisation period of the related asset would be one year or less.

Revenue received in advance gives rise to contract liabilities, which are deferred and included in accruals and deferred income. The carrying amount of deferred income included in payables is €48,327 (2024: €401,898). These balances arise where consideration is received in advance of performance and are recognised as revenue as the Group satisfies its performance obligations over time or at a point in time, depending on the nature of the contract. No material obligations for returns, refunds or similar provisions have been identified.

The policies specific to the Group's revenue streams are outlined below:

Tournaments and World Chess TV

Revenue is recognised in the period in which the event takes place; revenue is typically linked to multiyear agreements where payment is received in advance of the event to which it relates.

World Chess Online Arena

Revenue is recognised over the period of the subscription; online subscriptions are typically paid annually in advance.

Merchandising and Clubs

Revenue is recognised when control of the goods has transferred to the customer, typically at the point of sale.

          Segment reporting

          IFRS 8 Operating Segments requires operating segments to be identified and reported in a manner consistent with the internal reporting provided to the chief operating decision maker ('CODM'), which has been identified as the Chief Executive Officer, who is responsible for allocating resources and assessing performance of the operating segments as identified by the Directors.

          The Directors have reviewed the Group's activities and consider the Group to comprise a single line of business being a mass market promoter of chess. Within the single line of business, the Group undertakes integrated revenue generating activities across tournaments, an online platform, chessarena.com, and merchandise and clubs. These revenue generating activities are closely aligned within a business model which seeks to promote a chess community across tournaments, online and physical environments.

          The individual revenue generating activities are managed in an integrated way by the CODM and executive management team who review financial information in the same integrated way. The Group has geographically separate operations and a geographic split of revenue as well as the split between the revenue types within its activities is included in note 3.

          Cash and cash equivalents

          Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value.

          In the presentation of the Statement of Cash Flows, cash and cash equivalents also include bank overdrafts. Any such overdrafts are shown within borrowings under 'current liabilities' on the Statement of Financial Position.

          Crypto-assets

          Included within intangible assets are crypto-assets held in the Group's name in the Binance crypto exchange, the Group has not traded in crypto-assets to date and such activities do not form part of its strategy. The crypto-assets are not held as long-term investments, nor do they form part of the Group's inventory. The Group's strategy is to convert crypto-assets to fiat currencies at the earliest opportunity, usually upon receipt or in accordance with an agreed schedule of conversion. 

          Any crypto-assets received are recognised at the exchange rate prevailing at the date that the risk and reward associated with the crypto-asset passes to the Group. Where the exchange rate of the crypto-assets has a guaranteed minimum floor price, a receivable is recognised for any short-fall.

          Crypto-assets are not amortised but are reviewed for impairment if the prevailing exchange rate indicates their value has fallen below their carrying value. Any impairment or realised exchange gains on the conversion of crypto-assets to fiat currency are recognised within administrative expenses on the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

          Other intangible assets

          Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets.

          Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

·      Exclusive rights to organise and host top-level chess events in association with FIDE amortised using the straight-line method over the ten-year term of the original contract. Following the 2022 FIDE Grand Prix, the rights were varied such that the Company now holds the exclusive right to operate the official gaming platform of FIDE, chessarena.com. This was treated as a disposal of the old rights and an acquisition of the new rights at the same carrying value, with the new rights being amortised over the remaining life of the original contract. The contract is due to expire in August 2026; the agreement provides for automatic renewal for a further five-year period unless FIDE elects to operate the platform itself or accept a bona fide third-party offer that World Chess does not match.

·      Capitalised costs associated with developing the online platform used for the FIDE Online Arena, ten years using the straight-line method.

·      Licences to operate certain software incorporated into the platform, the life of the contract, being five years using the straight-line method.

          The basis for choosing these useful lives is with reference to the years over which they can continue to generate value for the Group.

          The Group reviews the amortisation period and method whenever events or circumstances indicate that the useful lives of intangible assets may have changed since the last reporting date. The amortisation charge for the year is recognised within Administrative Expenses in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

          The Group assesses at each reporting date whether there is any indication that intangible assets may be impaired. If any such indication exists, the recoverable amount of the asset is estimated. An impairment loss is recognised in the income statement if the carrying amount of an intangible asset exceeds its recoverable amount. The recoverable amount is determined as the higher of fair value less costs of disposal and value in use, based on estimated future cash flows discounted to their present value.

          Property, plant and equipment

          Depreciation is provided in order to write off each asset over its estimated useful life or, if held as a right-of-use asset, over the lease term, whichever is the shorter, which are typically:

·      Fixtures and fittings         - Straight line between 1 and 10 years depending on the type of asset

·      Computer equipment        - Straight line over 3 years

          The Group assesses at each reporting date whether there is any indication that property, plant and equipment may be impaired. If such an indication exists, the recoverable amount of the asset is estimated. An impairment loss is recognised if the carrying amount exceeds the recoverable amount, which is determined as the higher of fair value less costs of disposal and value in use. Any impairment losses are recognised in profit or loss. Impairment losses are reviewed at each reporting date for possible reversal.

 

          Financial instruments

          The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other receivables and payables, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

          Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade receivables and payables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of trade debt deferred beyond normal business terms or financed at a rate of interest that is not market rate or in the case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

          Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

          For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

          For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

          Financial assets and liabilities are offset, and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

          Inventories

          Inventories of traded goods are valued at the lower of cost or net realisable value (the estimated selling price less the estimated costs to sell), after making due allowance for obsolete and slow-moving items. Cost is determined using the weighted average cost method. No write-downs of inventories to net realisable value were recognised during the year (2024: nil).

          Taxation

          Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules in the UK, USA and Germany where the Group operates, using tax rates enacted or substantively enacted by the reporting date.

          Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the reporting date.

          Commercial legislation within the Russian Federation in which the Group operated prior to April 2022, including tax legislation, is subject to varying interpretations and frequent changes. The Group's management is confident that all necessary tax accruals have been made and, accordingly, no additional provision is required in the consolidated financial statements.

          Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

          Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

          Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences.

          The Group has applied the temporary exception introduced by the amendments to IAS 12 in respect of the recognition and disclosure of deferred tax assets and liabilities related to Pillar Two income taxes. The Group is not within the scope of Pillar Two income taxes and, accordingly, no such deferred taxes have been recognised.

          Research and development

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

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

·      adequate resources are available to maintain and complete the development;

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

·      the Group is able to use the asset;

·      use of the asset will generate future economic benefit; and

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

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

          Capitalised development expenditure is stated at cost less accumulated amortisation and less accumulated impairment losses.

          Foreign currencies

          Assets and liabilities in foreign currencies are translated into euro at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into euro at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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

·      Monetary assets and liabilities are translated at the closing exchange rate at the statement of financial position date.

·      Non-monetary items (such as equity investments and property, plant and equipment) are translated at historical exchange rates.

·      Income and expenses are translated at the average exchange rate for the period, unless exchange rates fluctuate significantly, in which case the exchange rates at the dates of the transactions are used.

Exchange differences arising from the translation of the financial statements of foreign subsidiaries are recognised in other comprehensive income and accumulated in a separate component of equity, called the foreign currency translation reserve. On disposal of a foreign subsidiary, the cumulative translation differences are reclassified to profit or loss as part of the gain or loss on disposal.

          IFRS 16 'Leases'

          Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. 

          Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset's remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.

          Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

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

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

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

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the Group's incremental borrowing rate. Right-of-use assets are measured at cost comprising the following:

·      The amount of the initial measurement of lease liability;

·      Any lease payments made at or before the commencement date less any lease incentives received; and

·      Any initial direct costs.

          Adoption of new and revised standards

          There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective from 1 January 2025, none of which have a material impact on these financial statements.

          Standards issued but not yet effective

          At the date of approval of these financial statements, the following new or amended standards and interpretations had been issued by the International Accounting Standards Board (IASB) and endorsed for use in the UK, but were not yet effective for the year ended 31 December 2025. The Group has not early adopted any of these standards:

·      IAS 1 (Amendments) - Classification of Liabilities as Current or Non-current (effective date 1 January 2027)

·      IAS 7 and IFRS 7 (Amendments) - Supplier Finance Arrangements (effective date 1 January 2027)

·      IFRS 10 and IAS 28 (Amendments) - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (effective date deferred indefinitely)

·      IFRS 18 - Presentation and Disclosure in Financial Statements            (effective date 1 January 2027)

·      IFRS 19 - Subsidiaries without Public Accountability: Disclosures (effective date 1 January 2027)

It is not expected that the amendments listed above, except for IFRS 18, once adopted, will have a material impact on the financial statements.

          Financial liabilities

          The Group does not have financial liabilities that would be classified as fair value through the profit or loss. Therefore, all financial liabilities are classified as other financial liabilities.

          The Group uses the amortised cost method for financial liabilities including borrowings, trade and other payables and are recognised at their original amount.

3    REVENUE

	Revenue from contracts with customers
	Revenue by type			2025		2024
				€		€
	Continuing operations:
	Tournaments and World Chess TV			545,508		394,736
	World Chess Online Arena			863,751		691,144
	Merchandising			542,491		734,921
	Chess advisory services			77,683		-
	Total continuing operations			2,029,433		1,820,801
	Discontinued operations:
	Berlin club venue			232,682		613,372
	Total revenue			2,262,115		2,434,173

 

	By geographical area			2025		2024
				€		€
	United Kingdom			1,839,934		1,677,916
	United States of America			111,786		66,085
	Europe			77,713		76,800
				2,029,433		1,820,801

          Revenue is reported by geographical area based on the location where the revenue is recognised in the Group's financial records, rather than the location of the customer. Comparative information has been amended to exclude revenue from discontinued operations.

 

	By timing of recognition			2025		2024
				€		€
	Revenue recognised over time			1,409,259		1,085,880
	Revenue recognised at a point in time			620,174		734,921
				2,029,433		1,820,801

          Revenue recognised over time relates primarily to subscription income from the Online Arena and Sponsorship income, which are recognised evenly over the duration of the performance obligation.

          Revenue recognised at a point in time includes, merchandise sales, which are recognised when control of the goods or services transfers to the customer.

          Comparative information has been amended to exclude revenue from discontinued operations.

          Major customer

          Included in Tournaments and World Chess TV revenue are revenues of €371,250 attributable to a major customer (2024: €353,004), which represent more than 10% of revenue.

          Included in Online Arena revenue are revenues of €475,176 attributable to a major customer (2024: €303,408), being a customer which represents more than 10% of revenue.

4    EMPLOYEES AND DIRECTORS

The aggregate payroll costs (including Directors not under employment contracts)

				2025		2024
				€		€
	Wages and salaries			815,572		1,282,546
	Social security costs			134,150		208,280
	Pension contributions:			2,446		2,334
				952,168		1,493,160

          In the opinion of the Board, only the Directors of the Company, as detailed in the Corporate Governance Report, are regarded as key management personnel. The remuneration of key management personnel during 2025 was, in aggregate, €550,077 (2024: €553,316).

          Contributions to a defined contribution pension scheme on behalf of Directors of €2,446 (2024: €2,334) were made during the year.

				2025		2024
				€		€
	Directors' remuneration:			550,077		553,317
	Pension contributions:			2,446		2,334
				552,523		555,651

 

          The highest paid director was Ilya Merenzon whose total remuneration was €212,400 (2024: €212,400).

          The average number of employees (including Directors) during the year was as follows

				2025		2024
	Directors			5		6
	Other Employees			7		24
				12		30

          The Group had no UK employees in 2025 and 2024 except the Directors.

5    NET FINANCE COSTS

				2025		2024
				€		€
	Finance income:
	Loan interest receivable			1,212		139
	Finance costs:
	Other interest on loan			(21,856)		(22,367)
	Net finance costs			(20,644)		(22,228)

Finance costs relating to discontinued operations are disclosed within note 8.

 

6    LOSS BEFORE INCOME TAX - CONTINUING OPERATIONS

          The loss before income tax is stated after charging/(crediting):

		2025		2024
		€		€
	Cost of inventories recognised as expense	1,419,901		1,331,799
	Research costs expensed	78,654		72,801
	Depreciation - owned assets	384		1,312
	Exclusive FIDE rights amortisation	110,529		110,529
	Licence amortisation	23,000		23,000
	Computer software amortisation	516,083		446,357
	Auditors' remuneration for the audit of the Companies consolidated group accounts	121,915		104,223
	Auditor's remuneration for the audit of the individual accounts of subsidiaries	-		44,667
	Foreign exchange loss/(gain)	12,510		(25,794)

Amounts relating to discontinued operations are presented within note 8. Comparative information has been amended accordingly.

7    INCOME TAX

          Analysis of tax expense/(income)

				2025		2024
				€		€
	Current tax:
	Continuing operations			192		217
	Discontinued operations			-		-
	Deferred tax:
	Continuing operations			-		-
	Discontinued operations (note 8)			111,374		(48,102)
	Total tax expense/(credit) in consolidated statement of profit or loss and other comprehensive income			111,566		(47,855)

          The tax charge relating to discontinued operations is presented within the result from discontinued operations in the Consolidated Statement of Profit or Loss and Other Comprehensive Income (see note 8). Accordingly, the total tax expense recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income reflects only the tax charge on continuing operations.

 

         

          Factors affecting the tax expense

          The tax assessed for the year is lower (2024: lower) than the standard rate of corporation tax in the UK. The difference is explained below:

				2025		2024
				€		€
	Loss before income tax (including discontinued operations)			(3,548,375)		(3,843,031)
	Loss multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)			(887,094)		(960,758)
	Effect of:
	Originations and reversal of temporary differences			111,374		(48,102)
	Capital allowances in excess of depreciation			(9,335)		(92,643)
	Non-taxable expenses			(285,761)		43,289
	Tax losses not recognised			1,182,190		1,010,112
	Tax (expense)/income from discontinued operations			(111,374)		48,102
	Foreign tax			192		217
	Total tax expense in Consolidated Statement of Profit or Loss and Other Comprehensive Income			192		217

8    DISCONTINUED OPERATIONS - BERLIN CLUB VENUE

During the year, the Group ceased operations of the Berlin club, which represents a discontinued operation. The results are presented below.

				2025		2024
				€		€
	Revenue			232,682		613,372
	Cost of sales			(174,457)		(300,869)
	GROSS PROFIT			58,225		312,503
	Other operating income			2,531		16,003
	Administrative expenses			(874,461)		(1,183,700)
	OPERATING LOSS			(813,705)		(855,194)
	Finance costs			(49,328)		(164,958)
	LOSS BEFORE INCOME TAX			(863,033)		(1,020,152)
	Income tax			(111,374)		48,102
	LOSS FOR THE YEAR FROM DISCONTINUED OPERATIONS			(974,407)		(972,050)

Comparative information has been updated to present the Berlin club as a discontinued operation.

The loss from discontinued operations includes the impact of impairment charges, lease termination and other related items recognised during the year in relation to the closure of the Berlin club venue which include the gain or loss recognised on the disposal and remeasurement of assets associated with the discontinued operation, as summarised below:

				2025		2024
				€		€
	Impairment of non-current assets			1,764,060		-
	Gain on derecognition of lease liability			(1,263,128)		-
	Release of dilapidations provision			(155,887)		-
	Gain on sale of non-current assets			(9,540)		-
	Net impact recognised in the year			335,505		-

The impairment of non-current assets relates to the write-down of assets associated with the Berlin club venue following its closure, including property, plant and equipment and the related right-of-use asset. Lease-related adjustments arise from the termination of the associated lease, including derecognition of the lease liability and release of the dilapidations provision. The gain on sale of non-current assets reflects disposals undertaken as part of the closure process.

These items are predominantly non-cash in nature, with the exception of proceeds from the disposal of assets.

The recoverable amount of the assets associated with the discontinued operation was determined based on fair value less costs of disposal and is categorised as Level 3 within the fair value hierarchy, reflecting the use of unobservable inputs.

Cash flows attributable to the discontinued operation are as follows:

				2025		2024
				€		€
	Net cash used in operating activities			(385,921)		(694,959)
	Net cash generated from investing activities			38,201		(39,315)
	Decrease in cash and cash equivalents			(347,720)		(734,274)

9    EARNINGS PER SHARE

          Basic earnings per share is calculated by dividing the loss attributable to owners of the parent company by the weighted average number of shares in issue during the year. In calculating the diluted earnings per share, subscribed shares under a binding agreement where no further conditions exist are included as are outstanding share options, warrants and convertible loans where the impact of these is dilutive. As the Group is loss-making, the impact of potential ordinary shares is anti-dilutive and therefore basic and diluted earnings per share are the same.

				2025		2024
	Loss attributable to the owners of the parent company €			(3,659,941)		(3,795,146)
	Weighted average number of shares in issue			779,553,696		689,110,129
	Basic and diluted earnings per share
	Continuing operations			(0.003)		(0.004)
	Discontinued operations			(0.002)		(0.002)
	Total			(0.005)		(0.006)

          Discontinued operations are disclosed in note 8.  

          Subsequent to the year end, as further described in note 30, the Company issued 8,333,333 new ordinary shares in January 2026 for €100,000 and, following shareholder approval, issued a further 175,915,198 new ordinary shares in March 2026 for approximately €1,287,758.

10   INTANGIBLE ASSETS

Group

		Exclusive FIDE rights		Software Licence		Online Arena		Crypto-assets		Total
		€		€		€		€		€
	COST
	At 1 January 2025	331,588		115,000		4,622,229		277,166		5,345,983
	Additions	-		-		479,234		3,422,162		3,901,396
	Disposals	-		-		-		(3,698,854)		(3,698,854)
	At 31 December 2025	331,588		115,000		5,101,463		474		5,548,525
	AMORTISATION
	At 1 January 2025	110,529		79,000		1,679,304		-		1,868,833
	Amortisation for year	110,529		23,000		516,083		-		649,612
	At 31 December 2025	221,058		102,000		2,195,387		-		2,518,445
	NET BOOK VALUE
	At 31 December 2025	110,530		13,000		2,906,076		474		3,030,080

 

		Exclusive FIDE rights		Software Licence		Online Arena		Crypto-assets		Total
		€		€		€		€		€
	COST
	At 1 January 2024	331,588		115,000		3,924,971		4,215		4,375,774
	Additions	-		-		697,258		5,776,269		6,473,527
	Disposals	-		-		-		(5,503,318)		(5,503,318)
	At 31 December 2024	331,588		115,000		4,622,229		277,166		5,345,983
	AMORTISATION
	At 1 January 2024	-		56,000		1,232,947		-		1,288,947
	Amortisation for year	110,529		23,000		446,357		-		579,886
	At 31 December 2024	110,529		79,000		1,679,304		-		1,868,833
	NET BOOK VALUE
	At 31 December 2024	221,059		36,000		2,942,925		277,166		3,477,150

 

          The Directors considered the carrying value at 31 December 2025 for each asset identified above (except crypto-assets), based on a detailed budget and forecast, discounted over five years at the Groups current cost of capital, considered by the Directors to be 13.29%, and it was determined that no impairment was required. Where an asset does not generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets the carrying value was considered against the smallest identifiable group of assets that generates cash inflows (cash generating unit or CGU).

          The Directors considered the carrying value at 31 December 2025 for crypto-assets based on the prevailing exchange rate at which the crypto-asset could readily be converted into US dollars or Euros and it was determined that no impairment was required.

11   PROPERTY, PLANT AND EQUIPMENT

Group

		Right of use asset		Fixtures and fittings		Computer Equipment		Total
		€		€		€		€
	COST
	At 1 January 2025	1,495,114		1,322,946		1,698		2,819,758
	Additions	-		5,235		-		5,235
	Disposals	(1,495,114)		(1,249,228)		-		(2,744,342)
	At 31 December 2025	-		78,953		1,698		80,651
	DEPRECIATION
	At 1 January 2025	439,147		387,706		1,698		828,551
	Charge for year	62,855		126,765		-		189,620
	Elimination on disposal	(502,002)		(444,193)		-		(946,195)
	At 31 December 2025	-		70,278		1,698		71,976
	NET BOOK VALUE
	At 31 December 2025	-		8,675		-		8,675

         

          During the year, following the closure of the Berlin club venue, the Group derecognised assets associated with the venue, including the right-of-use asset and fixtures and fittings. The movements presented as disposals in the table above comprise a combination of impairments, scrappage and disposals and do not represent disposals for consideration in all cases. These include an impairment charge of €1,764,060 recognised in relation to the discontinued Berlin club (see note 8).

		Right of use asset		Fixtures and fittings		Computer Equipment		Total
		€		€		€		€
	COST
	At 1 January 2024	1,495,114		1,283,631		1,698		2,780,443
	Additions	-		39,315		-		39,315
	At 31 December 2024	1,495,114		1,322,946		1,698		2,819,758
	DEPRECIATION
	At 1 January 2024	288,294		254,115		1,698		544,107
	Charge for year	150,853		133,591		-		284,444
	At 31 December 2024	439,147		387,706		1,698		828,551
	NET BOOK VALUE
	At 31 December 2024	1,055,967		935,240		-		1,991,207

 

12   INVESTMENTS

Company

Shares in group undertakings

		2025		2024
		€		€
	COST
	At 1 January	351,616		351,616
	At 31 December	351,616		351,616
	IMPAIRMENTS
	At 1 January	50,000		50,000
	Charge for year	300,000		-
	At 31 December	350,000		50,000
	CARRYING VALUE
	At 1 January	301,616		301,616
	At 31 December	1,616		301,616

         

          The Directors have assessed the carrying value of each group undertaking at 31 December 2025 based on detailed budgets and forecasts covering a five-year period, discounted at the Group's current cost of capital of 13.29%.

          As a result of this assessment, the investment in World Chess Europe GmbH has been fully impaired to €nil following the closure of the Berlin club.

          The Group's investments at the Statement of Financial Position date in the share capital of companies include the following subsidiaries:

          World Chess Events Limited

          Registered office: Eastcastle House, 27/28 Eastcastle Street, United Kingdom, W1W 8DH

          Nature of business: Organising chess events (Worldwide)

          Class of shares:                               % holding
Ordinary                                                  100.00

 

          World Chess US, Inc

          Registered office: 1201 N. Orange Street, Suite 762, Wilmington, New Castle County, DE, USA 19801

          Nature of business: Organising chess events (USA), online chess

          Class of shares:                               % holding
Ordinary                                                  100.00

 

          World Chess Europe GmbH

          Registered office: Mittelstrasse 51 - 53, 10117 Berlin, Deutschland

          Nature of business: Various chess related activities

          Class of shares:                               % holding
Ordinary                                                  100.00

         

          World Chess Sakartvelo LLC

          Registered office: Georgia, City Tbilisi, Didube district, Ak. Tsereteli Avenue, N 49-51-51a, Entrance 3, Floor 13, Apartment N 128

          Nature of business: Organising chess events, chess club activities

          Class of shares:                               % holding
Ordinary                                                  100.00

 

          World Chess Sakartvelo LLC remained dormant throughout the year and had no material transactions.

          The results of the subsidiaries identified above are included in the consolidated financial statements. All subsidiaries are exempt from an audit.

          World Chess Events Limited are exempt from audit by virtue of s479A of the Companies Act 2006.

13   INVENTORIES

Group

		2025		2024
		€		€
	Inventories:	129,512		147,549

14   TRADE AND OTHER RECEIVABLES

		Group				Company
		2025		2024		2025		2024
		€		€		€		€
	Current:
	Trade receivables	8,337		50,447		-		-
	Amounts owed by group undertakings	-		-		-		4,713,473
	Other receivables	18,541		36,902		1,306		1,306
	Prepayments and accrued income	98,264		146,818		5,738		18,036
	Amounts owed by Directors	12,421		-		-		-
		137,563		234,167		7,044		4,732,815
	Non-current:
	Amounts owed by group undertakings	-		-		7,425,069		-
	Other receivables	-		162,884		-		-
		137,563		397,051		7,432,113		4,732,815

15   CASH AND CASH EQUIVALENTS

		Group				Company
		2025		2024		2025		2024
		€		€		€		€
	Bank accounts	40,732		267,396		5,524		6,551
		40,732		267,396		5,524		6,551

16   CALLED UP SHARE CAPITAL

		2025				2024
		Number of shares		€		Number of shares		€
	Allotted, issued, and fully paid Ordinary shares of £0.0001	879,605,147		100,495		691,724,039		78,520

 

          On 14 January 2025, the Company issued 717,948 new ordinary shares to a senior consultant in lieu of fees of €33,177.

          On 24 February 2025, the Company issued 10,666,672 new ordinary shares for total cash consideration of €400,000 and 12,000,000 new ordinary shares for total consideration of €1,200,000, which had been received prior to 31 December 2024 and were included within share capital to be issued at that date.

          On 3 June 2025, the Company issued 25,757,575 new ordinary shares to Ilya Merenzon, comprising the conversion of €653,576 of convertible loan notes and a subscription for €356,496. The loan note conversion was a non-cash transaction, with the balance received in cash during the year. Further details are set out in note 27.

          On 24 June 2025, the Company issued 24,390,243 new ordinary shares to Ilya Merenzon pursuant to a subscription for cash consideration of €937,920. Further details of this transaction are set out in note 27.

          On 26 August 2025, the Company issued 114,348,670 new ordinary shares to a new strategic investor for total cash consideration of €1,714,666, with transaction costs of €102,512 directly attributable to the share issue recognised as a deduction from equity (share premium).

          At 31 December 2025, the number of additional shares authorised for issue is 121,547,012, which includes 25,952,901 shares which the Company has committed to issue in accordance with binding subscription agreements (2024: 205,326,214 which included 34,333,859 under binding subscription agreements).

17   SHARE PREMIUM

		2025		2024
		€		€
	At 1 January	12,754,046		11,048,183
	Premium arising on issue of equity shares	5,273,862		1,705,863
	Transaction costs on issue of shares	(102,512)		-
	At 31 December	17,925,396		12,754,046

18   RESERVES

          Share capital comprises the amount for the nominal value of shares issued.

          Share premium comprises the amount subscribed for share capital which exceeds the nominal value, after deducting costs of issue.

          Share capital to be issued comprises amounts received under binding share subscription agreements where shares have not yet been issued.

          The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.

          Retained earnings comprises the brought forward cumulative profit and loss balances carried forward from previous accounting periods.

19   TRADE AND OTHER PAYABLES

		Group				Company
		2025		2024		2025		2024
		€		€		€		€
	Trade payables	1,052,110		1,211,014		48,796		119,402
	Amounts owed to group undertakings	-		-		-		156,552
	Social security and other taxes	69,031		78,875		44,801		60,277
	Other payables	117,492		17,302		70		75
	Accruals and deferred income	607,258		1,033,931		124,019		99,854
	Amounts owed to Directors	49,947		300,865		144,691		194,322
		1,895,838		2,641,987		362,377		630,482

          Included in accruals and deferred income at the start of the period was €579,869 (2024: €530,887) of deferred income which was recognised as revenue during the year.

20   FINANCIAL LIABILITIES - BORROWINGS

		Group				Company
		2025		2024		2025		2024
		€		€		€		€
	Current interest-bearing loans and borrowings	-		1,401,543		-		-

         

          At 31 December 2025, the Group had no outstanding interest-bearing loans or borrowings (2024: €1,401,543), the prior year balance having been fully repaid during the year from the proceeds of equity fundraisings. The Group continues to have access to a loan facility of up to €6,000,000 with UAB Intis Telecom, which remains available for drawdown. Under the terms of the facility, the interest rate is 12% per annum, with final repayment due on 31 December 2026.

21   FINANCIAL LIABILITIES - LEASES

Lease liabilities

The lease liability and corresponding right-of-use asset recognised in respect of the Berlin club are as follows:

	Group	2025		2024
		€		€
	Right-of-use assets	-		1,055,967
	Current lease liability	-		129,955
	Non-current lease liability	-		1,174,319
		-		1,304,274

          A right-of-use asset was recognised in 2022 in respect of a lease of premises occupied by the Berlin club venue, which had an original term of 10 years ending on 31 December 2031. An addition to the right-of-use asset of €120,705 was recognised during 2023 following an increase in lease payments after a review.

          During the year, following the closure of the Berlin club, the lease was terminated and the associated right-of-use asset and lease liability were derecognised. The resulting gain on derecognition of the lease liability has been recognised within discontinued operations (see note 8).

          Following termination of the lease, the Group has no remaining lease liabilities at 31 December 2025. All lease-related amounts for the year relate to discontinued operations.

22   FINANCIAL INSTRUMENTS

          Financial instruments used by the Group, from which financial instrument risk arises, are as follows:

·      trade and other payables;

·      cash and cash equivalents; and

·      trade and other receivables.

          The main purpose of these financial instruments is to finance the Group's operations and manage working capital requirements.

          Financial instruments are measured at amortised cost. Crypto-assets are not financial instruments and are measured at fair value through profit or loss. The Group holds crypto-assets as part of its treasury activities and monitors their fair value at each reporting date. The fair value of crypto-assets is categorised as Level 1 within the fair value hierarchy, based on quoted prices in active markets.

		2025		2024
		€		€
	Other financial assets
	Trade and other receivables more than one year	-		162,884
	Trade and other receivables less than one year	137,563		234,167
	Cash and cash equivalents	40,732		267,396
	Total financial assets	178,295		664,447

 

		2025		2024
		€		€
	Other financial liabilities
	Lease liabilities more than one year	-		1,174,319
	Trade payables less than one year	1,052,110		1,211,014
	Other payables less than one year	236,470		397,042
	Lease liabilities less than one year	-		129,955
	Interest bearing loans and borrowings less than one year	-		1,401,543
	Total financial liabilities	1,288,580		4,313,873

         
The Directors consider that the carrying value for each class of financial asset and liability, approximates to their fair value.

          Financial risk management

          The Group's activities expose it to a variety of risks, including market risk (foreign currency risk and interest rate risk), credit risk and liquidity risk.  The Group manages these risks through an effective risk management programme, and, through this programme, the Board seeks to minimise the potential adverse effects on the Group's financial performance.

          Credit risk

          Credit risk is the risk of financial loss to the Group if a customer to a financial instrument fails to meet its contractual obligations.  The Group's credit risk is primarily attributable to its receivables and its cash deposits.  It is Group policy to assess the credit risk of new customers before entering into contracts. The Group continues to assess the risk and a further loss allowance for the full lifetime expected credit losses is recognised if the credit risk has increased significantly since initial recognition. The Group considers any contractual payment being 30 days past due, and each subsequent period of 30 days, to be an indicator of a significant increase in credit risk which may require an additional loss allowance to be recorded.

          The Group considers a financial asset to be in default when contractual payments are more than 90 days past due or where there is other objective evidence that the counterparty is unlikely to pay. This definition is consistent with the Group's historical experience and reflects the point at which credit losses are typically incurred.     

          The risks specific to the Group's revenue types within its activities are outlined below:

·      Events, payment is typically received in accordance with multi-year agreement in advance of the event to which it relates, the Directors therefore consider the credit risk to be low.

·      Online income, payment is typically received annually in advance, the Directors therefore consider the credit risk to be trivial.

·      Merchandising and Clubs, payment is typically received prior to control of goods purchased being transferred to the customer, the Directors therefore consider the risk to be non-trivial but minimal.

Credit losses of €6,514 were recognised during the year (2024: €14,010). This amount relates to a specific provision against a trade receivable and is not representative of the Group's overall expected credit loss assessment under IFRS 9.

          Financial assets past due but not impaired as at 31 December 2025:

		Not impaired and not past due	Not impaired but past due by the following amounts
			>30 days	>60 days	>90 days	>120 days
		€	€	€	€	€
	Group: Trade and other receivables less than one year	39,299	-	-	-	-
	Company: Trade and other receivables more than one year	7,426,374	-	-	-	-

         

          Financial assets past due but not impaired as at 31 December 2024:

		Not impaired and not past due	Not impaired but past due by the following amounts
			>30 days	>60 days	>90 days	>120 days
		€	€	€	€	€
	Group: Trade and other receivables more than one year	162,884	-	-	-	-
	Group: Trade and other receivables less than one year	75,909	11,440	-	-	-
	Company: Trade and other receivables less than one year	4,714,779	-	-	-	-

 

          Liquidity risk and interest rate risk

          Liquidity risk arises from the Group's management of working capital.  It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

          The Group's funding strategy is to ensure a mix of funding sources offering flexibility and cost effectiveness to match the requirements of the Group.

          At 31 December 2025, the Group had no outstanding loans due within one year (2024: €1,401,543).

          Foreign currency risk

          The Group's exposure to foreign currency risk is limited as most of its invoicing and payments are denominated in Euro.  The Group identifies and manages currency risks using an integrated approach that takes into account the possibility of natural (economic) hedging.  For the purpose of short-term management of currency risk, the Group selects the currency to reduce the open currency position (the difference between assets and liabilities in foreign currencies).

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

          Currency risk is assessed monthly using sensitivity analysis and maintained within parameters approved in accordance with the Group's policy.  At the reporting date, the effect of the Euro's growth/(depreciation) against other currencies in the Group's profit/(loss) before tax is not significant.

          The Group does not have any financial assets or financial liabilities that are subject to enforceable netting arrangements or similar agreements. Accordingly, no offsetting disclosures are presented.

23   CAPITAL MANAGEMENT

          The Group's objective when managing capital is to safeguard the Group's ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders.

          The Group's capital management strategy is to retain sufficient working capital for operating requirements and to ensure sufficient funding is available to meet commitments as they fall due and to support growth. There are no externally imposed capital requirements.

          The Group had net assets of €1,458,391 at 31 December 2025, (2024: €950,770).

		2025		2024
		€		€
	Interest bearing loans and borrowings	-		(1,401,543)
	Amounts owed to directors	(49,947)		(300,865)
	Lease liabilities	-		(1,304,274)
	Cash and cash equivalents	40,732		267,396
	Net indebtedness	(9,215)		(2,739,286)

Amounts owed to Directors includes balances due to Directors disclosed in note 27 to the financial statements. Although classified under 'trade and other payables' in the Statement of Financial Position, these amounts represent short-term financing from Directors and are included in net indebtedness.

24   PROVISION FOR LIABILITIES

 

 

	Group	2025		2024
		€		€
	PROVISIONS
	At 1 January	157,887		157,887
	Reversal of dilapidations provision	(155,887)		-
	At 31 December	2,000		157,887

          A dilapidations provision was recognised in 2022 in respect of the Berlin club lease.

          Following the closure of the venue and termination of the lease during the year, the obligation ceased to exist and the provision was fully released, with the resulting credit recognised within discontinued operations (see note 8)

25   DEFERRED TAX

	Group	2025		2024
		€		€
	Balance at 1 January	111,374		63,272
	Movement in current year	(111,374)		48,102
	Balance at 31 December	-		111,374

          There are €15,495,849 (2024: €9,917,456) of tax losses available to the Group which, at the applicable tax rate of 25%, would provide an additional deferred tax asset of €3,873,962 (2024: €2,479,364).  This has not been recognised in the financial statements due to the uncertainty of the timing of future taxable profits against which these losses could be utilised.

          Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

          Analysis of deferred tax:

		2025		2024
		€		€
	Timing differences arising on provisions for liabilities, lease liabilities and losses carried forward	-		(430,942)
	Timing difference arising on capital allowances in excess of depreciation	-		319,568
		-		(111,374)

26   CONTINGENT LIABILITIES

          The Group has an ongoing claim with one supplier, if the claim is successful then an invoice, amounting to €1,140,000, will become payable. The invoice has not been provided for in the financial statements as the Directors consider it to be null and void and raised by the supplier in breach of contract.

27   RELATED PARTY DISCLOSURES

          Details of the Directors' remuneration are disclosed in note 4 and in the Directors Remuneration Report.

          Group undertakings

          Intercompany balances and transactions between the Company and its subsidiaries are eliminated on consolidation. These balances arise from normal trading activities, loans, and cost recharges. Intercompany loans are measured at amortised cost, with expected credit loss provisions recognised where applicable under IFRS 9.

          The following transactions took place during the year ended 31 December 2025 with and between group undertakings.

		Interest paid/ (received)		Purchase/ (sales) of inventory		Purchase/ (sale) of services		Transaction fees paid/ (received)
		€		€		€		€
	World Chess PLC	(119,113)		-		-		-
	World Chess Events Ltd	-		(29,712)		(4,000)		43,995
	World Chess Europe GmbH	119,113		1,693		-		-
	World Chess US Inc.	-		28,019		4,000		(43,995)
	World Chess Sakartvelo LLC	-		-		-		-

 

          The following transactions took place during the year ended 31 December 2025 with the Company.

		Interest paid/ (received)		Purchase/ (sales) of inventory		Purchase/ (sale) of services		Transaction fees paid/ (received)
		€		€		€		€
	World Chess Europe GmbH	119,113		-		-		-

 

          The following transactions took place during the year ended 31 December 2024 with and between group undertakings.

		Interest paid/ (received)		Purchase/ (sales) of inventory		Purchase/ (sale) of services		Transaction fees paid/ (received)
		€		€		€		€
	World Chess PLC	(112,675)		-		-		-
	World Chess Events Ltd	12,762		(8,887)		82,500		54,561
	World Chess Europe GmbH	99,913		7,254		-		-
	World Chess US Inc.	-		1,633		7,500		(54,561)
	World Chess Sakartvelo LLC	-		-		(90,000)		-

 

          The following transactions took place during the year ended 31 December 2024 with the Company.

		Interest paid/ (received)		Purchase/ (sales) of inventory		Purchase/ (sale) of services		Transaction fees paid/ (received)
		€		€		€		€
	World Chess Events Ltd	12,762		-		-		-
	World Chess Europe GmbH	99,913		-		-		-

 

          The following movement on Director (payables) and receivables with the Group took place during the year ended 31 December 2025.

		(Payable)/ receivable at 1 January 2025		Increase in payables and received from director		Increase in receivables and paid to director		(Payable)/ receivable at 31 December 2025
		€		€		€		€
	Ilya Merenzon	(263,761)		962,984		(686,802)		12,421
	Matvey Shekhovtsov	(16,800)		4,800		(2,400)		(14,400)
	Graham Woolfman	(6,236)		(6,236)		-		-
	Jamison Firestone	(4,698)		-		(2,181)		(6,879)
	Richard Collett	(14,673)		-		(5,837)		(20,510)
	Neil Rafferty	(4,698)		-		(3,460)		(8,158)

 

          During the year, the Company entered into three additional transactions with Ilya Merenzon, comprising the issue and conversion of €653,576 of convertible loan notes and subscriptions for new ordinary shares totalling €1,294,416. On 3 June 2025, 25,757,575 new ordinary shares were issued, comprising the conversion of the loan notes and a subscription of €356,496. A further 9,090,909 new ordinary shares were issued on 24 June 2025 for cash consideration of €937,920. These transactions were undertaken at market price, on terms agreed between the parties, and were approved by the Board.

          The following movement on Director (payables) and receivables with the Group took place during the year ended 31 December 2024.

		(Payable)/ receivable at 1 January 2024		Increase in payables and received from director		Increase in receivables and paid to director		(Payable)/ receivable at 31 December 2024
		€		€		€		€
	Ilya Merenzon	(133,186)		(1,034,143)		903,568		(263,761)
	Matvey Shekhovtsov	(1,582)		(16,800)		1,582		(16,800)
	Graham Woolfman	-		(6,236)		-		(6,236)
	Jamison Firestone	-		(4,698)		-		(4,698)
	Richard Collett	-		(14,673)		-		(14,673)
	Neil Rafferty	(312)		(4,698)		312		(4,698)

 

          The following movement on Director (payables) and receivables with the Company took place during the year ended 31 December 2025.

		(Payable)/ receivable at 1 January 2025		Increase in payables and received from director		Increase in receivables and paid to director		(Payable)/ receivable at 31 December 2025
		€		€		€		€
	Ilya Merenzon	(147,217)		191,019		(138,546)		(94,744)
	Matvey Shekhovtsov	(16,800)		4,800		(2,400)		(14,400)
	Graham Woolfman	(6,236)		6,236		-		-
	Jamison Firestone	(4,698)		-		(2,181)		(6,879)
	Richard Collett	(14,673)		-		(5,837)		(20,510)
	Neil Rafferty	(4,698)		-		(3,460)		(8,158)

 

          The following movement on Director (payables) and receivables with the Company took place during the year ended 31 December 2024.

		(Payable)/ receivable at 1 January 2024		Increase in payables and received from director		Increase in receivables and paid to director		(Payable)/ receivable at 31 December 2024
		€		€		€		€
	Ilya Merenzon	(18,015)		(169,900)		40,698		(147,217)
	Matvey Shekhovtsov	(1,582)		(16,800)		1,582		(16,800)
	Graham Woolfman	-		(6,236)		-		(6,236)
	Jamison Firestone	-		(4,698)		-		(4,698)
	Richard Collett	-		(14,673)		-		(14,673)
	Neil Rafferty	(312)		(4,698)		312		(4,698)

         

          The following balances remained outstanding at 31 December with related parties.

          Included in trade and other payables

		Group					Company
	Related party	2025		2024				2025		2024
		€		€				€		€
	Group undertakings
	World Chess Events Ltd	n/a		n/a				-		-
	World Chess Europe GmbH	n/a		n/a				-		-
	World Chess US Inc.	n/a		n/a				-		156,552
	World Chess Sakartvelo LLC	n/a		n/a				-		-
	Directors
	Ilya Merenzon	-		253,760				94,744		147,217
	Matvey Shekhovtsov	14,400		16,800				14,400		16,800
	Graham Woolfman	-		6,236				-		6,236
	Jamison Firestone	6,879		4,698				6,879		4,698
	Richard Collett	20,510		14,673				20,510		14,673
	Neil Rafferty	8,158		4,698				8,158		4,698

 

          Included in trade and other receivables

		Group					Company
	Related party	2025		2024				2025		2024
		€		€				€		€
	Group undertakings
	World Chess Events Ltd	n/a		n/a				6,962,574		4,713,473
	World Chess US Inc.	n/a		n/a				462,495		-
	Directors
	Ilya Merenzon	12,421		-				-		-

 

28   ULTIMATE CONTROLLING PARTY

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

29   SHARE-BASED PAYMENT TRANSACTIONS

On 14 January 2025, the Company issued 717,948 new ordinary shares to a senior consultant in lieu of fees of €33,177.

30   SUBSEQUENT EVENTS

Subsequent to the reporting date, on 15 January 2026, the Company issued 8,333,333 new ordinary shares for total cash consideration of €100,000.

In addition, following shareholder approval, the Company issued a further 175,915,198 new ordinary shares on 1 April 2026 for total cash consideration of €1,287,758.

The total proceeds raised subsequent to the reporting date amounted to approximately €1.39 million. These proceeds strengthen the Group's working capital position.