ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for charts Register for streaming realtime charts, analysis tools, and prices.

CHSS World Chess Plc

3.25
0.00 (0.00%)
10 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
World Chess Plc LSE:CHSS London Ordinary Share GB00BN70RC41 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 3.25 2.50 4.00 3.25 3.25 3.25 0.00 08:00:07
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Business Services, Nec 2.8M -2.46M -0.0037 -8.78 21.68M

World Chess PLC Results for the year ended 31 December 2022 (9255X)

28/04/2023 2:43pm

UK Regulatory


World Chess (LSE:CHSS)
Historical Stock Chart


From May 2022 to May 2024

Click Here for more World Chess Charts.

TIDMCHSS

RNS Number : 9255X

World Chess PLC

28 April 2023

NOT FOR RELEASE, DISTRIBUTION, PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement that is being published in connection with the admission of the Company's issued, and to be issued ordinary share capital to the Standard List of the Official List and to trading on the London Stock Exchange PLC's Main Market for listed securities ("Admission") in respect of which the Company has published a prospectus dated 20 March 2023 which is available from https://worldchess.com/investors ("Prospectus"). This announcement is not and does not constitute or form part of, and should not be construed as, an offer of securities for subscription or sale in any jurisdiction nor a solicitation of any offer to buy or subscribe for, any securities in any jurisdiction, nor shall it or any part of it, or the fact of its distribution, form the basis of or be relied on in connection with, any contract or commitment whatsoever. This announcement does not constitute a recommendation regarding any securities. Prospective investors should not subscribe for or purchase any securities on the basis of this announcement. Investors may invest in the Company's securities solely on the basis of the information in the Prospectus (together with any supplementary prospectus, if relevant,) including the risk factors set out therein, provided that (i) they are not subject to the laws of a jurisdiction in which the release, distribution, publication, directly or indirectly, in whole or in part of this announcement or the Prospectus might constitute a violation of the relevant laws or regulations of such jurisdiction and (ii) their subscription will not place the Company in breach of the laws of the jurisdiction that apply to the prospective investor.

28 April 2023

World Chess Plc

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

Results for the year ended 31 December 2022

Availability of Annual Report

World Chess Plc (LSE: CHSS) is pleased to announce its audited results for the period ended 31 December 2022 ("the period") alongside the Annual Report and Accounts.

Copies of the Company's full Annual Report and Financial Statements for the period ended 31 December 2022 will be made available on the Company's website at https://worldchess.com.

Financial Highlights

   --      Revenue of EUR2.8m (2021: EUR3.2m) 
   --      Gross profit of EUR0.7m (2021: EUR1.9m) 
   --      Pre- exceptional items EBITDA loss EUR1.8m (2021: EUR0.8m) 

Corporate, strategic and operational progress

-- Continued development and promotion of FIDE Online Arena, including NightWatch, an anti-cheating suite which uses advanced algorithms and machine learning techniques to detect and prevent cheating.

o During the period the number of registered users increased by 31% from 497,981 to 650,473.

-- Successful organisation of the FIDE Grand Prix Series held in Berlin and Belgrade where the events proved useful marketing and sponsorship ventures for the Company.

-- Introduction of several new merchandise lines including the Bauhaus boards, a new edition to the World Chess Set collection.

-- Signed a media distribution agreement with a large London-based media rights and sales group to distribute the Armageddon Series and establish World Chess' presence in international markets.

-- The Company's talent agency, Chess & Co, continues to develop and has already signed to manage two top-30 players.

Post-period end

-- Admitted to trading on the Main Market by way of a Standard Listing on the London Stock Exchange in April 2023, raising gross proceeds of GBP3.04m.

-- Imminent launch of World Chess Club Berlin, a purpose-built chess club, café and social space to further encourage the sport of chess.

-- Commencement of the Armageddon Series, a season of high-intensity, ultra-fast chess tournaments with ground-breaking broadcast and international TV distribution.

Ilya Merenzon, Chief Executive Officer of World Chess, said:

"The past year has been an incredibly exciting and evolutionary time for the Group as it prepared for the London Stock Exchange listing, while also adapting to the prolonged and ongoing impacts ensuing from COVID-19 and the Ukraine conflict. We remain confident that chess as a sport is continuing to grow and that World Chess will continue to facilitate and support this growth by bringing new and engaging products to the market.

"Our continued efforts in revolutionizing the sport have seen multiple success stories, highlighted in events such as the FIDE Grand Prix Series and the development and promotion of FIDE Online Arena, where the number of registered users has increased by 31%. We have also seen the growth of the Groups talent agency, Chess&Co, who over the past year has successfully signed to manage two top-30 players.

"Looking to the future, our recent admission to the Main Market of the London Stock Exchange in April 2023 puts us in an exciting position for growth. The commencement of the revolutionary Armageddon Series and the upcoming launch of World Chess Club Berlin, a purpose-built chess club and social space, promises for an encouraging upcoming year.

"I would like to take this opportunity to thank our team and partners for their hard work over the past year and to welcome all new investors and shareholders to World Chess."

   For more information, please visit   https://worldchess.com/investors or contact: 
 
 World Chess                 Via Yellow Jersey PR 
  Ilya Merenzon, CEO 
 Novum Securities Limited 
  David Coffman / George 
  Duxberry                   +44 (0) 20 7399 9400 
 Yellow Jersey PR 
  Charles Goodwin              +44 (0) 77 4778 8221 
  Annabelle Wills              +44 (0) 77 7519 4357 
 

Notes to Editors

About World Chess Plc

World Chess (LSE: CHSS) is a London-based chess gaming and entertainment company and Fédération Internationale des Échecs ('FIDE') official commercial partner. World Chess organized the FIDE Championship Matches in the USA, and the UK, and revolutionized the sport by signing the biggest media partnerships in history. World Chess develops Armageddon, the chess league for prime-time television. World Chess also runs FIDE Online Arena, the exclusive official chess gaming platform. More at worldchess.com .

Statement from the Chair

I joined the Board of World Chess plc (the 'Group' or the 'Company') as Chairman upon the formation of the expanded Board at the date of the Company`s Admission to the Standard List of the London Stock Exchange, and I am pleased to provide my first contribution to the Annual Report.

Over the past 11 years World Chess has developed and established itself as a business providing several commercial products and platforms within the professional and amateur international chess arena. This includes organising top-level tournaments, operating the Fédération Internationale des Échecs ('FIDE') online gaming platform, chess merchandising and promotional activities.

For the year ended 31 December 2022, the Company has reported revenues of approximately EUR2.8m with an operating loss of approximately EUR2.5m. The financial results are set out in detail within the Financial Statements and Notes of the Annual Report which can be found on the Company's website.

The Board and Executive team entered the year with confidence despite the economic challenges and political turmoil in the latter part of the year.

Since the year end the Company has focused on developing its various lines of business, in particular setting up the World Chess Club in Berlin and launching the international Armageddon Chess tournament series.

The Board believes that the funds raised from the share placing at Admission will have a significant positive impact enabling the Company to invest over the medium term in the marketing and development of the business.

The Board is conscious of the business and economic uncertainties faced over the shorter-term and the subsequent challenges that they represent for the executive management in predicting when substantive increased revenues, and related profits will be earned, including for the current financial year in particular. However, the Board is confident that market demand for the Company`s products, experiences, and events continue to be well received, and will translate to significant revenues in the years ahead.

The Company would have been and continues to be, unable to achieve its success without the considerable efforts of the management and staff. I thank them for their hard work and commitment both throughout the last year, and in the period leading to the admission of the Company's shares to the London Stock Exchange.

Outlook

A detailed commentary on the business strategy is set out within the Chief Executive`s Statement below and in the Strategic and Financial Review of the Annual Report.

Despite the current economic headwinds, the Board remain confident of the Company`s progress in the current financial year.

It is apparent that 2023 will be a year of challenges to steadily develop partnership relationships, and customer participation, whilst delivering on the development and expansion of the business models. The Company has adequate financial resources to meet this objective and the Board is confident of building value over the longer term for shareholders.

Graham Woolfman

Chair

28 April 2023

Statement from the Chief Executive

I am very happy to present the first annual report of World Chess as a listed Company.

Listing on the London Stock Exchange brings a new opportunity for the Group to grow, but with that opportunity comes greater responsibility, which is why I feel that it's important to include in this report our vision for the Company and what we hope to achieve.

World Chess has a long history at the heart of the chess community. However, this is the beginning for many of our new investors and I would like to welcome the new shareholders and partners to the Company and the chess community. We hope you benefit from and enjoy what we have to offer as the Company grows and realises its potential.

Chess has been a passion and profession for decades, but until relatively recently, it was not considered a business but rather an art and or hobby. The commercial aspects were secondary and chess events were often dependent on the patronage of wealthy donors, whilst being represented by a select group of chess stars and luminaries who were adored.

We intend to build a company that is one of the premier brands in chess, whilst reinventing the game for a modern consumer. This evolution will see us accommodate and satisfy customers' growing interests and offer them compelling products to build their passion for chess. Our range of products, from the official chess gaming platform to a concept chess club with a cocktail bar (visit it in Berlin if you have a chance!) can be accessed through different channels: online, retail, corporate, social and more. All sales channels are carefully curated to fit with the overall brand message and values and to be aspirational in terms of design.

World Chess will develop the sport based on the factors that we believe will put our organisation on the map: creativity, pushing the conventional (and sometimes outmoded) boundaries, and challenging the status quo, while respecting and enjoying the sport we love.

London Stock Exchange Listing

On 6 April 2023 the entire issued share capital of World Chess PLC was admitted to trading on the Main Market of the London Stock Exchange.

As part of the admission the Company completed a subscription and retail offer issuing 49,650,972 new ordinary shares for total cash consideration of EUR3,475,568 and a further 14,861,840 new ordinary shares on the conversion of a loan totalling EUR1,040,329.

The entire issued share capital, comprising 666,905,501 ordinary shares were admitted for trading on the main market of the London Stock Exchange with ticker symbol CHSS.

World Chess Russia LLC

Following the Russian invasion of Ukraine in March 2022, the Group ceased its Russian operations and relocated its Russian-based personnel from Russia, disposing of its Russian subsidiary including the World Chess Club in Moscow on 14 April 2022.

Board Changes

Following admission, the Company welcomed Richard Collett (Chief Financial Officer), Graham Woolfman (Non-Executive Chair) and Neil Rafferty (Non-Executive Director) to the board.

Ekaterina Chalykh resigned as a director on 13 April 2022 following cessation of the Group's Russian operations.

Current trading and outlook

The World Chess Armageddon Series commenced in March 2023 with the Americas Regionals, and was subsequently followed by the Asia and Oceania Regionals in April 2023. The upcoming months will see the Women's Armageddon Week in May 2023, the Europe and Africa Regionals in June 2023 and the Grand Finale in September 2023.

The Series has been well received, generating a strong brand presence with live or highlights covered on 30 broadcast channels across over 20 countries and territories.

Through their support of the Armageddon Series we continue our partnership with Kaspersky, with whom we have a long relationship through our involvement with tournament organised under the auspices of FIDE, the governing body for international chess tournaments. We have also begun a new partnership with it.com who have supported the Armageddon Series.

We completed the initial soft launch of the World Chess Club in Berlin during the commencement of the Armageddon Series, with the official opening planned for May 2023. The full launch and the publicity around the Armageddon Series will form the basis for increased promotion of the FIDE Online Arena.

Ilya Merenzon

Chief Executive Officer

28 April 2023

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEARED 31 DECEMBER 2022

 
                                                           2022           2021 
                                                                   as restated 
                                            Notes           EUR            EUR 
 
 Revenue                                    3         2,796,207      3,216,400 
 Cost of sales                                      (2,090,754)    (1,321,180) 
                                                   ------------  ------------- 
 GROSS PROFIT                                           705,453      1,895,220 
 
 Other operating income                                  92,399         17,939 
 Administrative expenses                            (3,278,281)    (3,114,803) 
                                                   ------------  ------------- 
 OPERATING LOSS BEFORE EXCEPTIONAL 
  ITEMS                                             (2,480,429)    (1,201,644) 
 
 Exceptional Items                          5            23,000      7,406,431 
                                                   ------------  ------------- 
 OPERATING LOSS                                     (2,457,429)      6,204,787 
 
 Finance costs                              6         (337,460)      (308,299) 
 Finance income                             6               521              - 
                                                   ------------  ------------- 
 (LOSS)/PROFIT BEFORE INCOME TAX            7       (2,794,368)      5,896,488 
 
 Income tax                                 8           332,680      (436,914) 
                                                   ------------  ------------- 
 (LOSS)/PROFIT FOR THE YEAR                         (2,461,688)      5,459,574 
 
 OTHER COMPREHENSIVE INCOME                                   -              - 
 (Loss)/gain on currency translation                   (19,787)         33,263 
 
 TOTAL COMPREHENSIVE INCOME FOR THE 
  YEAR                                              (2,481,475)      5,492,837 
                                                   ============  ============= 
 (Loss)/profit attributable to: 
 Owners of the parent                               (2,461,688)      5,459,574 
                                                   ============  ============= 
 
 Total comprehensive income attributable 
  to: 
 Owners of the parent                               (2,481,475)      5,492,837 
                                                   ============  ============= 
 
 (LOSS)/PROFIT PER SHARE - CONTINUING 
  AND TOTAL OPERATIONS 
 Basic and diluted                          10          (0.004)          0.009 
                                                   ============  ============= 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 31 DECEMBER 2022

 
                                                               2022           2021 
                                                                       as restated 
                                                Notes           EUR            EUR 
 NON-CURRENT ASSETS 
 Owned: Intangible assets                          11     2,763,358      3,749,355 
 Owned: Property, plant and equipment              12       714,116        126,812 
                                                  12, 
 Right-of-use: Property, plant and equipment       23     1,236,968         22,034 
 Deferred tax                                      27        76,697         15,733 
                                                       ------------  ------------- 
                                                          4,791,139      3,913,934 
 
 CURRENT ASSETS 
 Inventories                                       15       187,691        218,393 
 Trade and other receivables                       16       662,566      3,362,515 
 Tax receivable                                             251,117              - 
 Cash and cash equivalents                         17        35,565        152,689 
                                                       ------------  ------------- 
                                                          1,136,939      3,733,597 
                                                       ------------  ------------- 
 TOTAL ASSETS                                             5,928,078      7,647,531 
                                                       ============  ============= 
 
 EQUITY AND LIABILITIES 
 SHAREHOLDERS' EQUITY 
 Called up share capital                           18        68,260         66,996 
 Share premium                                     19     6,518,849      5,520,114 
 Translation reserve                               20        65,941         85,728 
 Retained earnings                                 20   (5,489,625)    (3,027,937) 
                                                       ------------  ------------- 
 TOTAL EQUITY                                             1,163,425      2,644,901 
 
 NON-CURRENT LIABILITIES 
 Lease liabilities                                 23     1,308,003              - 
 Interest bearing loans and borrowings             22             -         54,987 
 Provision for liabilities                         26       180,652              - 
                                                       ------------  ------------- 
                                                          1,488,655         54,987 
                                                       ------------  ------------- 
 
 CURRENT LIABILITIES 
 Trade and other payables                          21     2,098,204      3,576,469 
 Lease liabilities                                 23        95,686         21,266 
 Interest bearing loans and borrowings             22     1,082,108      1,349,908 
                                                       ------------  ------------- 
                                                          3,275,998      4,947,643 
                                                       ------------  ------------- 
 
 TOTAL LIABILITIES                                        4,764,653      5,002,630 
 
 TOTAL EQUITY AND LIABILITIES                             5,928,078      7,647,531 
                                                       ============  ============= 
 

The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2023 and were signed on its behalf by:

Ilya Merenzon

Chief Executive Officer

COMPANY STATEMENT OF FINANCIAL POSITION 31 DECEMBER 2022

 
                                                         2022          2021 
                                          Notes           EUR           EUR 
 NON-CURRENT ASSETS 
 Investments                                 14       301,616        26,616 
 Trade and other receivables                 16             -       272,544 
                                                 ------------  ------------ 
                                                      301,616       299,160 
 
 CURRENT ASSETS 
 Trade and other receivables                 16     4,919,305     3,188,193 
 Cash and cash equivalents                   17         6,242        34,107 
                                                 ------------  ------------ 
                                                    4,925,547     3,222,300 
                                                 ------------  ------------ 
 TOTAL ASSETS                                       5,227,163     3,521,460 
                                                 ============  ============ 
 
 EQUITY AND LIABILITIES 
 SHAREHOLDERS' EQUITY 
 Called up share capital                     18        68,260        66,996 
 Share premium                               19     6,518,849     5,520,114 
 Retained earnings                           20   (5,329,173)   (4,750,727) 
                                                 ------------  ------------ 
 TOTAL EQUITY                                       1,257,936       836,383 
 
 CURRENT LIABILITIES 
 Trade and other payables                    21     2,950,159     2,685,077 
 Interest bearing loans and borrowings       22     1,019,068             - 
                                                 ------------  ------------ 
                                                    3,969,227     2,685,077 
                                                 ------------  ------------ 
 
 TOTAL LIABILITIES                                  3,969,227     2,685,077 
 
 TOTAL EQUITY AND LIABILITIES                       5,227,163     3,521,460 
                                                 ============  ============ 
 

As permitted by Section 408 of the Companies Act 2006, the statement of 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 EUR578,448 (2021: EUR1,244,816 profit).

The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2023 and were signed on its behalf by:

Ilya Merenzon

Chief Executive Officer

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 2022

 
                              Called      Retained       Share   Translation         Total 
                            up share      Earnings     Premium       reserve        equity 
                             capital 
                                 EUR           EUR         EUR           EUR           EUR 
 Balance at 1 January 
  2021                        64,219   (7,175,495)   3,552,069        52,465   (3,506,742) 
 Prior year adjustment 
  (note 33)                        -   (1,312,016)           -             -   (1,312,016) 
                          ----------  ------------  ----------  ------------  ------------ 
 As restated                  64,219   (8,487,511)   3,552,069        52,465   (4,818,758) 
                          ----------  ------------  ----------  ------------  ------------ 
 
 Changes in equity 
 Issue of share capital        2,777             -   1,968,045             -     1,970,822 
 Total comprehensive 
  income                           -     5,459,574           -        33,263     5,492,837 
 Balance at 31 December 
  2021                        66,996   (3,027,937)   5,520,114        85,728     2,644,901 
                          ----------  ------------  ----------  ------------  ------------ 
 
 Changes in equity 
 Issue of share capital        1,264             -     998,735             -       999,999 
 Total comprehensive 
  income                           -   (2,461,688)           -      (19,787)   (2,481,475) 
                          ----------  ------------  ----------  ------------  ------------ 
 Balance at 31 December 
  2022                        68,260   (5,489,625)   6,518,849        65,941     1,163,425 
                          ==========  ============  ==========  ============  ============ 
 
 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 2022

 
                                    Called up      Retained       Share         Total 
                                share capital      Earnings     Premium        equity 
                                          EUR           EUR         EUR           EUR 
 Balance at 1 January 2021             64,219   (5,995,541)   3,552,069   (2,379,253) 
 
 Changes in equity 
 Issue of share capital                 2,777             -   1,968,045     1,970,822 
 Total comprehensive income                 -     1,244,816           -     1,244,816 
 Balance at 31 December 
  2021                                 66,996   (4,750,725)   5,520,114       836,385 
                              ---------------  ------------  ----------  ------------ 
 
 Changes in equity 
 Issue of share capital                 1,264             -     998,735       999,999 
 Total comprehensive income                 -     (578,448)           -     (578,448) 
                              ---------------  ------------  ----------  ------------ 
 Balance at 31 December 
  2022                                 68,260   (5,329,173)   6,518,849     1,257,936 
                              ===============  ============  ==========  ============ 
 
 

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2022

 
                                                               2022           2021 
                                                                       as restated 
                                                Notes           EUR            EUR 
 Cash flows from operating activities 
 Cash (absorbed)/generated from operations          1     (512,077)      4,014,467 
 Interest paid                                            (179,610)      (306,987) 
 Finance cost paid                                        (157,850)        (1,312) 
 Tax refund received                                         20,600              - 
                                                       ------------  ------------- 
 Net cash (used in)/generated from operating 
  activities                                              (828,937)      3,706,168 
                                                       ------------  ------------- 
 
 Cash flows from investing activities 
 Purchase of intangible fixed assets                      (799,865)    (1,847,323) 
 Proceeds from disposal of intangible                     1,367,702              - 
  fixed assets 
 Purchase of property, plant and equipment                (635,818)       (91,966) 
 Proceeds from disposal of property,                         23,214              - 
  plant and equipment 
 Interest received                                              521              - 
 Net cash used in investing activities                     (44,246)    (1,939,289) 
 
 Cash flows from financing activities 
 Loan advanced in the year                                1,019,068              - 
 Loan repayments in year                                (1,341,854)      (677,378) 
 Payment of lease liabilities                              (21,986)       (50,352) 
 Amount introduced by directors                             120,619              - 
 Proceeds from share issue                                  999,999      1,970,822 
 Payment on cancellation of share options                         -    (3,200,000) 
 Net cash generated from/(used in) financing 
  activities                                                775,846    (1,956,908) 
                                                       ------------  ------------- 
 
 Decrease in cash and cash equivalents                     (97,337)      (190,029) 
 Cash and cash equivalents at beginning 
  of year                                           2       152,689        309,455 
 Effect of foreign exchange rate changes                   (19,787)         33,263 
                                                       ------------  ------------- 
 Cash and cash equivalents at end of 
  year                                              2        35,565        152,689 
                                                       ============  ============= 
 
 

COMPANY STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2022

 
                                                               2022          2021 
                                                Notes           EUR           EUR 
 Cash flows from operating activities 
 Cash absorbed from operations                      1     (104,814)   (1,818,222) 
 Interest paid                                             (84,353)      (85,057) 
 Finance cost paid                                        (123,415)             - 
 Net cash used in operating activities                    (312,582)   (1,903,279) 
                                                       ------------  ------------ 
 
 Cash flows from investing activities 
 Purchase of intangible fixed assets                      (275,000)     (100,000) 
 Loan repayment from related parties                              -       597,926 
 Loans issued                                                     -     (272,544) 
 Interest received                                           20,820         6,792 
                                                       ------------  ------------ 
 Net cash (used in)/generated from investing 
  activities                                              (254,180)       232,174 
 
 Cash flows from financing activities 
 Loan advanced in the year                                1,019,068             - 
 Amounts received from group undertakings                   157,633     2,626,132 
 Amounts paid to group undertakings                     (1,640,863)   (2,991,786) 
 Amount introduced by directors                               3,060             - 
 Proceeds from share issue                                  999,999     1,970,822 
 Net cash from financing activities                         538,897     1,605,168 
                                                       ------------  ------------ 
 
 Decrease in cash and cash equivalents                     (27,865)      (65,937) 
 Cash and cash equivalents at beginning 
  of year                                           2        34,107       100,044 
 Cash and cash equivalents at end of 
  year                                              2         6,242        34,107 
                                                       ============  ============ 
 
 

NOTES TO THE STATEMENTS OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2022

 
 1    RECONCILIATION OF (LOSS)/PROFIT BEFORE INCOME TAX TO CASH 
       GENERATED FROM OPERATIONS 
      Group                                            2022           2021 
                                                               as restated 
                                                        EUR            EUR 
  (Loss)/profit before income tax               (2,794,368)      5,896,488 
  Depreciation and amortisation                     632,935        396,425 
  Goodwill impairment                                     -        142,474 
      Provision                                     180,652              - 
  Finance costs                                     337,460        308,299 
      Finance income                                  (521)              - 
                                               ------------  ------------- 
                                                (1,643,842)      6,743,686 
 
  Decrease/(increase) in inventories                 30,702      (159,796) 
  Decrease/(increase) in trade and 
   other receivables                              2,699,953    (2,284,486) 
  Decrease in trade and other payables          (1,598,890)      (284,937) 
                                               ------------  ------------- 
  Cash (absorbed)/generated from 
   operations                                     (512,077)      4,014,467 
                                               ============  ============= 
 
 
  Company                                    2022           2021 
                                              EUR            EUR 
  (Loss)/profit before income tax       (578,448)      1,244,816 
  Investment impairment                         -        225,000 
  Finance costs                           207,766         85,057 
  Finance income                         (20,820)        (6,792) 
                                       ----------  ------------- 
                                        (391,502)      1,548,081 
 
  Decrease/(increase) in trade and 
   other receivables                      182,297      (196,270) 
  Increase/(decrease) in trade and 
   other payables                         104,391    (3,170,033) 
                                       ----------  ------------- 
  Cash absorbed from operations         (104,814)    (1,818,222) 
                                       ==========  ============= 
 
 
 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                                           2022               2021 
                                                                  as restated 
                                                       EUR                EUR 
      Year ended 31 December 2022 
  Cash and cash equivalents                         35,565            152,689 
                                                ==========  ================= 
 
      Year ended 31 December 2021 
  Cash and cash equivalents                        152,689            309,455 
                                                ==========  ================= 
 
  Company                                             2022               2021 
                                                       EUR                EUR 
      Year ended 31 December 2022 
  Cash and cash equivalents                          6,242             34,107 
                                                ==========  ================= 
 
      Year ended 31 December 2021 
  Cash and cash equivalents                         34,107            100,044 
                                                ==========  ================= 
 
 
 
 3    RECONCILIATION OF NET DEBT 
 
      Group                                 2022           2021 
                                                    as restated 
                                             EUR            EUR 
      At 31 December 
  Other loans                        (1,082,108)    (1,404,895) 
  Lease liabilities                  (1,403,689)       (21,266) 
                                    ------------  ------------- 
  Total Borrowings                   (2,485,797)    (1,426,161) 
  Cash and cash equivalents               35,565        152,689 
                                    ------------  ------------- 
  Net debt                           (2,450,232)    (1,273,472) 
                                    ============  ============= 
 
 
 
  Company                               2022     2021 
                                         EUR      EUR 
  At 31 December 
  Other loans                    (1,019,068)        - 
  Cash and cash equivalents            6,242   34,107 
                                ------------  ------- 
  Net (debt)/cash                (1,012,826)   34,107 
                                ============  ======= 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARED 31 DECEMBER 2022

   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.

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

Going concern

Based on the Group's Statement of Financial Position and a review of its forecast future operating budgets and forecasts, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of signing of these consolidated financial statements. This review of future operating budgets and forecasts included certain reasonable downside scenarios and confirmed that even in the case of such downside scenarios the Group could continue to operate and meet its obligations as they fall due. Accordingly, the Directors have adopted the going concern basis in preparing the Annual Report and consolidated financial statements.

The Directors have assessed the viability of the Group over a five-year period, taking account of the Group's current position and prospects, its strategic plan and the principal risks and how these are managed. Based on this assessment, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over this period.

In making this assessment, the Directors have considered the resilience of the Group in severe but plausible scenarios, taking into account the principal risks and uncertainties facing the Group and the effectiveness of any mitigating actions. The Directors' assessment considered the potential impacts of these scenarios, both individually and in combination, on the Group's business model, future performance, solvency and liquidity over the period. Sensitivity analysis was also used to stress test the Group's strategic plan and to confirm that sufficient headroom would remain available under the Group's credit facilities. The Directors consider that under each of these scenarios, the mitigating actions would be effective and sufficient to ensure the continued viability of the Group. The Directors believe that five years is an appropriate period for this assessment, reflecting the average length of the Group's contract base; key markets; and the nature of its businesses and products.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

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.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the Company.

Intra-group balances and transactions are eliminated on consolidation. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.

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:

Goodwill and other intangible assets for impairment

The Group is required to test, on an annual basis, whether goodwill and 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 in order to calculate the present value, the discount rate applied is 11.83% and the carrying value of goodwill and other intangible assets is set out in the table below (notes 11 and 13):

 
                                Group 
                              2022       2021 
                               EUR        EUR 
 Exclusive FIDE rights     442,117    552,646 
 Software Licences          82,000    105,000 
 Online Platform         2,239,033  1,723,799 
 

Crypto-assets valuation

The Group has historically received some sponsorship revenue in the form of crypto-assets which it has converted to fiat currencies at the earliest opportunity, usually upon receipt or in accordance with an agreed schedule of conversion. The Group has not traded in crypto-assets to date and such activities do not form part of its strategy.

The Group has the objective of converting crypto-assets into fiat currency, predominately US Dollars or Euros at the earliest opportunity; the rate of exchange for crypto-assets can be volatile with significant increases and decreases occurring in a few hours, the decision of when to convert crypto-assets into fiat currency is a key source of uncertainty and estimation.

Crypto-assets held by the Group are shown within intangible assets on the Consolidated Statement of Financial Position at the prevailing exchange rate (see note 11).

 
                      Group        Company 
                 2022       2021  2022  2021 
                  EUR        EUR   EUR   EUR 
 Crypto-assets    208  1,367,910     -     - 
 

Legal proceedings 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 EUR1,140,000, will become payable. The invoice is not included in the accounts as the Directors consider it to be null and void and raised by the supplier in breach of contract (see note 28).

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue from sale of goods is recognised when control of the goods has transferred to the customer. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Any revenue received in advance gives rise to contract liabilities which is deferred and included in accruals and deferred income. The carrying amount of the deferred income included in payables being EUR959,012 (2021: EUR1,418,686).

No obligation for returns, refunds or other similar obligation is recognised, the Directors following careful consideration, having concluded that any potential obligation is trivial.

The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:

   --      The Company has transferred the significant risks and rewards of ownership to the buyer; 

-- The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

   --      The amount of revenue can be measured reliably; 

-- It is probable that the Company will receive the consideration due under the transaction; and

-- The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

   --      The amount of turnover can be measured reliably; 
   --      It is probable the Company will receive the consideration due under the contract; 

-- The stage of completion of the contract at the end of the reporting period can be measured reliably; and

   --      The costs incurred and the costs to complete the contract can be measured reliably. 

The policies specific to the Group's revenue types within its activities are outline below:

Events

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

Online income

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

Merchandising and Clubs

Revenue is recognised when control of the goods has transferred to the customer; typically, control is transferred upon payment by the customer.

Collateral rewards received

The Group was entitled to the interest receivable on collateral provided in crypto-assets by a partner to secure a loan. The interest receivable was in exchange for share options provided to the partner. The share options were exercised in January 2021 and the loan was repaid and the collateral returned in January 2022. In 2022 rewards of EUR9,142 (2021: EUR2,242,382) were recognised within exceptional items in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

Segment reporting

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

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

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

Cash and cash equivalents

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

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

Goodwill

Goodwill is recorded as an intangible asset and is the surplus of the cost of acquisition over the fair value of identifiable net assets acquired. Goodwill is reviewed annually for impairment. Any impairment identified as a result of the review is charged in the Statement of Profit or Loss and Other Comprehensive Income.

Crypto-assets

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

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

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

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, the life of the contract using the straight-line method.

-- 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 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 year and methodology when events and circumstances indicate that the useful lives may have changed since the last reporting date and the amortisation charge for the year is included in Administrative Expenses in the Consolidate Statement of Profit or Loss and Other Comprehensive Income.

Property, plant and equipment

Depreciation is provided at the following annual rates 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.

   --      Fixtures and fittings    - Straight line over 5 years 
   --      Computer equipment  - Straight line over 3 years 

Financial instruments

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

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently, are 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 out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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

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

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

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

Inventories

Inventories of finished goods are valued at the lower of cost and net realisable value (the estimated selling price less the estimated costs to sell), after making due allowance for obsolete and slow-moving items.

Taxation

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

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

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

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

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

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

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 income statement 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.

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 the income statement 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;

   --      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 2022, none of which have a material impact on these financial statements.

Standards issued but not yet effective

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the group has decided not to apply early. The following amendments are effective for the period beginning 1 January 2023:

   --      Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2); 
   --      Definition of Accounting Estimates (Amendments to IAS 8); and 

-- Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).

The following amendments are effective for the period beginning 1 January 2024;

   --      IFRS 16 Leases (Amendment - Liability in a sale and leaseback); 

-- IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities as Current or Non-Current); and

-- IAS 1 Presentation of Financial Statements (Amendment - Non-Current liabilities and covenants).

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

Financial liabilities

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

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

   3           REVENUE 
 
  Revenue from contracts with customers 
  Revenue by business class           2022        2021 
                                       EUR         EUR 
  Events                         1,711,331   1,407,501 
  Online                           399,074     905,174 
  Merchandising and Clubs          685,802     903,725 
                                ----------  ---------- 
                                 2,796,207   3,216,400 
                                ==========  ========== 
 
 
 
  By geographical area               2022        2021 
                                      EUR         EUR 
  United Kingdom                2,661,639   2,589,719 
  Russia                           27,578     329,114 
  United States of America         50,540     257,508 
  Other                            56,450      40,059 
                               ----------  ---------- 
                                2,796,207   3,216,400 
                               ==========  ========== 
 
 

Major customer

Included in Events revenue are revenues of EUR1,499,332 and in Online revenue are revenues of EUR262,893 which are attributable to two major customers, being customers who each represent more than 10% of revenue in the year (2021: EUR581,305 and EUR565,691 respectively).

Total revenue attributable to the two major customers are: EUR1,163,411 (2021: EURnil) and EUR598,814 (2021: EUR1,146,996).

   4           EMPLOYEES AND DIRECTORS 

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

 
                                             2022      2021 
                                              EUR       EUR 
  Wages and salaries                      421,923   299,754 
  Social security costs                    38,978         - 
  Pension costs                                 -         - 
                                         --------  -------- 
                                          460,901   299,754 
                                         ========  ======== 
 
                                             2022      2021 
                                              No.       No. 
  Average number of employees during 
   the year:                                    7        11 
                                         ========  ======== 
 
 

Payroll costs of EURnil (2021: EUR56,278) included in the figure above are included in cost of sales.

No pension contributions were made in either 2022 or 2021.

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 2022 was, in aggregate, EUR327,001 (2021: EUR237,890).

 
                                   2022      2021 
                                    EUR       EUR 
  Directors' remuneration:      327,001   237,890 
                               ========  ======== 
 
 

Further details of Directors', including Non-Executive Directors', remuneration and fees during the year are set out in the Directors Remuneration Report on page 33 of these consolidated financial statements.

The highest paid director was Ilya Merenzon whose total remuneration was EUR192,000 (2021: EUR154,570).

In 2022 Directors Remuneration included EUR5,000 (2021: EURnil) in respect of compensation for loss of office.

The Group had no UK employees in 2022 and 2021 except the directors.

   5           EXCEPTIONAL ITEMS 
 
                                                 2022           2021 
                                                         as restated 
                                                  EUR            EUR 
  Gain on disposal World Chess Russia          27,330              - 
   LLC 
  Exchange (loss)/gain on Crypto-assets      (13,472)      5,605,551 
  Crypto exchange fees                              -      (441,502) 
  Collateral rewards received                   9,142      2,242,382 
                                            ---------  ------------- 
                                               23,000      7,406,431 
                                            =========  ============= 
 

Gain on disposal World Chess Russia LLC

In April 2022 the entire share capital of World Chess Russia LLC was disposed of as a result, a profit on disposal of EUR27,330 has been recognised.

Exchange (loss)/gain on Crypto-assets

During 2021 crypto-assets appreciated significantly, the ALGO rate increased from EUR0.27 in January 2021 to EUR1.53 in December 2021. The majority of the crypto-assets held by the Group was converted into fiat currency resulting in a large gain.

Crypto exchange fees

In 2021 the Group recognised an expense of EUR441,502 relating to crypto exchange fees.

Collateral rewards received

The Group was entitled to the interest receivable on collateral provided in crypto-assets by a partner to secure a loan. The interest receivable was in exchange for share options provided to the partner. The share options were exercised in January 2021 and the loan was repaid and the collateral returned in January 2022.

   6           NET FINANCE COSTS 
 
                                                2022           2021 
                                                        as restated 
                                                 EUR            EUR 
  Finance income: 
  Loan interest receivable                       521              - 
                                                 521              - 
                                            ========  ============= 
 
  Finance costs: 
  Other loan interest                        179,610        306,987 
  Interest on IFRS 16 lease liabilities      157,850          1,312 
                                             337,460        308,299 
                                            ========  ============= 
 
 
   7           (LOSS)/PROFIT BEFORE INCOME TAX 

The loss before income tax (2021 - profit before income tax) is stated after charging/(crediting):

 
                                               2022        2021 
                                                EUR         EUR 
  Cost of inventories recognised 
   as expense                             2,090,754   1,264,902 
  Research costs expensed                    88,874      66,809 
  Depreciation - owned assets                25,300      18,046 
  Depreciation - right-of-use assets        189,475      67,711 
  Exclusive FIDE rights amortisation        110,529     110,529 
  Licence amortisation                       23,000       5,000 
  Computer software amortisation            284,632     224,503 
  Auditors' remuneration                     72,641      16,626 
  Foreign exchange loss/(gain)                9,790     (5,072) 
                                         ==========  ========== 
 

Amortisation of intangible assets is included in Administrative expenses in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.

   8           INCOME TAX 

Analysis of tax (income)/expense

 
                                                       2022      2021 
                                                        EUR       EUR 
  Current tax: 
  Corporation tax                                 (255,983)   432,586 
 
  Deferred tax                                     (76,697)     4,328 
                                                 ----------  -------- 
 
  Total tax (income)/expense in consolidated 
   statement of profit or loss and 
   other comprehensive income                     (332,680)   436,914 
                                                 ==========  ======== 
 
 

Factors affecting the tax expense

The tax assessed for the year is lower (2021 - lower) the standard rate of corporation tax in the UK. The difference is explained below:

 
                                                     2022        2021 
                                                      EUR         EUR 
  (Loss)/profit before income tax             (2,794,368)   5,896,488 
                                             ============  ========== 
 
  (Loss)/profit multiplied by the 
   standard rate of corporation tax 
   in the UK of 19% (2021 - 19%)                (530,930)   1,120,333 
  Effect of: 
  Originations and reversal of temporary 
   differences                                   (76,697)     436,679 
  Capital allowances in excess of 
   depreciation                                  (74,706)    (12,411) 
  Non-taxable expenses/(income)                   138,474   (246,717) 
  Tax losses carried forward/(utilised)           467,162   (861,205) 
  Research and development credit               (256,197)           - 
  Foreign tax                                         214         235 
                                             ------------  ---------- 
  Tax (income)/expense                          (332,680)     436,914 
                                             ============  ========== 
 
 
   9           LOSS OF PARENT COMPANY 

As permitted by Section 408 of the Companies Act 2006, statement of profit or loss and other 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 EUR578,448 (2021: EUR1,244,816 profit).

   10         EARNINGS PER SHARE 

The basic earnings per share is calculated by dividing the (loss)/profit 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, any outstanding share options, warrants and convertible loans are taken into account where the impact of these is dilutive.

 
                                                2022          2021 
  (Loss)/profit attributable to the 
   owners of the parent company EUR      (2,461,688)     5,459,574 
  Weighted average number of shares 
   in issue                              597,912,402   583,532,583 
  Basic and diluted earnings per 
   share                                  (EUR0.004)      EUR0.009 
 
   11         INTANGIBLE ASSETS 

Group

 
                          Exclusive  Software      Online  Crypto-assets        Total 
                        FIDE rights   Licence    Platform 
                                EUR       EUR         EUR            EUR          EUR 
 COST 
 At 1 January 2022        1,105,291   115,000   2,307,572      1,367,910    4,895,773 
 Additions                        -         -     799,866              -      799,866 
 Disposals                        -         -           -    (1,367,702)  (1,367,702) 
                       ------------  --------  ----------  -------------  ----------- 
 At 31 December 2022      1,105,291   115,000   3,107,438            208    4,327,937 
                       ------------  --------  ----------  -------------  ----------- 
 AMORTISATION 
 At 1 January 2022          552,645    10,000     583,773              -    1,146,418 
 Amortisation for 
  year                      110,529    23,000     284,632              -      418,161 
                       ------------  --------  ----------  -------------  ----------- 
 At 31 December 2022        663,174    33,000     868,405              -    1,564,579 
                       ------------  --------  ----------  -------------  ----------- 
 NET BOOK VALUE 
 At 31 December 2022        442,117    82,000   2,239,033            208    2,763,358 
                       ============  ========  ==========  =============  =========== 
 
 
 
                           Exclusive  Software     Online  Crypto-assets      Total 
                         FIDE rights   Licence   Platform 
                                 EUR       EUR        EUR            EUR        EUR 
 COST 
 At 1 January 2021*        1,105,291    25,000  1,706,287        211,872  3,048,450 
 Additions                         -    90,000    601,285      1,156,038  1,847,323 
 At 31 December 2021*      1,105,291   115,000  2,307,572      1,367,910  4,895,773 
                        ------------  --------  ---------  -------------  --------- 
 AMORTISATION 
 At 1 January 2021*          442,116     5,000    359,270              -    806,386 
 Amortisation for 
  year                       110,529     5,000    224,503              -    340,032 
                        ------------  --------  ---------  -------------  --------- 
 At 31 December 2021*        552,645    10,000    583,773              -  1,146,418 
                        ------------  --------  ---------  -------------  --------- 
 NET BOOK VALUE 
 At 31 December 2021*        552,646   105,000  1,723,799      1,367,910  3,749,355 
                        ============  ========  =========  =============  ========= 
 

* as restated

The Directors considered the carrying value at 31 December 2022 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 11.83%, 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 2022 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.

   12         PROPERTY, PLANT AND EQUIPMENT 

Group

 
                             Right of       Fixtures    Computer      Total 
                            use asset   and fittings   Equipment 
                                  EUR            EUR         EUR        EUR 
 COST 
 At 1 January 2022            441,942        212,236       1,698    655,876 
 Additions                  1,374,409        635,818           -  2,010,227 
 Disposals                  (441,942)       (74,136)           -  (516,078) 
                           ----------  -------------  ----------  --------- 
 At 31 December 2022        1,374,409        773,918       1,698  2,150,025 
                           ----------  -------------  ----------  --------- 
 DEPRECIATION 
 At 1 January 2022            419,908         85,424       1.698    507,030 
 Charge for year              189,475         25,300           -    214,775 
 Elimination on disposal    (441,942)       (50,922)           -  (492,864) 
 Exchange difference         (30,000)              -           -   (30,000) 
                           ----------  -------------  ----------  --------- 
 At 31 December 2022          137,441         59,802       1,698    198,941 
                           ----------  -------------  ----------  --------- 
 NET BOOK VALUE 
 At 31 December 2022        1,236,968        714,116           -  1,951,084 
                           ==========  =============  ==========  ========= 
 
 
                         Right of       Fixtures    Computer     Total 
                        use asset   and fittings   Equipment 
                              EUR            EUR         EUR       EUR 
 COST 
 At 1 January 2021        441,942        136,946       1,698   580,586 
 Additions                      -         91,966           -    91,966 
 Exchange difference            -       (16,676)           -  (16,676) 
                       ----------  -------------  ----------  -------- 
 At 31 December 2021      441,942        212,236       1,698   655,876 
                       ----------  -------------  ----------  -------- 
 DEPRECIATION 
 At 1 January 2021        355,110         67,378       1,698   424,186 
 Charge for year           67,711         18,046           -    85,757 
 Exchange difference      (2,913)              -           -   (2,913) 
                       ----------  -------------  ----------  -------- 
 At 31 December 2021      419,908         85,424       1,698   507,030 
                       ----------  -------------  ----------  -------- 
 NET BOOK VALUE 
 At 31 December 2021       22,034        126,812           -   148,846 
                       ==========  =============  ==========  ======== 
 
 

Included in the net book value of fixtures and fittings is EUR647,083 (2021: EUR91,966) relating to the World Chess Club Berlin which was functionally complete at 31 December 2022 but had not yet fully opened. The club opened briefly during 2022 to host the first and third legs of the FIDE Grand Prix series before closing for the remaining construction work to be completed. As at 31 December 2022 the Group had outstanding contractual commitment for a further EUR20,000 in relation to the completion of construction.

   13         GOODWILL 

Group

 
                       2022       2021 
                        EUR        EUR 
 COST 
 At 1 January       142,474    142,474 
                  ---------  --------- 
 At 31 December     142,474    142,474 
                  ---------  --------- 
 IMPAIRMENTS 
 At 1 January     (142,474)          - 
 Impairment               -  (142,474) 
 At 31 December   (142,474)  (142,474) 
                  ---------  --------- 
 CARRYING VALUE 
 At 1 January             -    142,474 
                  =========  ========= 
 At 31 December           -          - 
                  =========  ========= 
 
 

Goodwill arose on the acquisition of World Chess Russia LLC and World Chess Digital Limited.

The Directors considered the carrying value at 31 December 2021 for each cash generating unit, identified above, and the goodwill was impaired to EURnil.

In 2022 the Group disposed of World Chess Russia LLC and World Chess Digital Limited was dormant and in the process of being dissolved. At 31 December 2022 the company remained dormant, and the dissolution process is ongoing.

   14         INVESTMENTS 

Company

Shares in group undertakings

 
                       2022       2021 
                        EUR        EUR 
 COST 
 At 1 January       251,616    151,616 
 Additions          275,000    100,000 
 Disposals        (175,000)          - 
 At 31 December     351,616    251,616 
                  ---------  --------- 
 IMPAIRMENTS 
 At 1 January     (225,000)          - 
 Impairment               -  (225,000) 
 Disposals          175,000          - 
                  ---------  --------- 
 At 31 December    (50,000)  (225,000) 
                  ---------  --------- 
 CARRYING VALUE 
 At 1 January        26,616    151,616 
                  =========  ========= 
 At 31 December     301,616     26,616 
                  =========  ========= 
 
 

The Directors considered the carrying value at 31 December 2021 for each group undertaking, identified below, and the Company's investments in World Chess Russia LLC and World Chess Digital Limited were impaired to EURnil.

The Directors considered the carrying value at 31 December 2022 for each group undertaking, identified below, based on a detailed budget and forecast, discounted over five years at the Groups current cost of capital, considered by the Directors to be 11.83%, and it was determined that no further impairment was required.

In 2022 the Group disposed of World Chess Russia LLC and World Chess Digital Limited was dormant and in the process of being dissolved at 31 December 2022 the company remained dormant and the dissolution process is ongoing.

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 Digital Limited (formerly CNCweb Limited)

Registered office: 21st Floor, Tay Chau Building, 262 Des Voeux Road Central, Hong Kong

Nature of business: Operation of online chess platform

                Class of shares:                                           % holding 
   Ordinary                                                            100.00 

World Chess Digital Limited was dormant during 2022 and in the process of being dissolved at 31 December 2022 the company remained dormant and the dissolution process is ongoing.

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 

During the year, World Chess PLC provided a capital contribution of EUR275,000 (2021: EUR25,000) to this company.

World Chess Sakartvelo LLC

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

Nature of business: Organising chess events, chess club activities

                Class of shares:                                           % holding 
   Ordinary                                                                 100.00 

This company was incorporated on 2 June 2022 but did not commence trading until after 1 January 2023.

World Chess Russia LLC

Registered office: 123242, Moscow, Kudrinskaya Square, 1 room XIIB

Nature of business: Organising chess events, chess club activities

                Class of shares:                                           % holding 
   Ordinary                                                                 0.00 

During the year, World Chess PLC provided a capital contribution of EURnil (2021: EUR100,000) to this company. In April 2022 the entire share capital in this company was disposed of.

The results of the subsidiaries identified above are included in the consolidated financial statements, results for World Chess Russia LLC are included up to April 2022. All subsidiaries are exempt from an audit except World Chess Events Ltd.

   15         INVENTORIES 

Group

 
                     2022      2021 
                      EUR       EUR 
  Inventories:    187,691   218,393 
                 ========  ======== 
 
   16         TRADE AND OTHER RECEIVABLES 
 
                                 Group               Company 
                              2022       2021       2022       2021 
                               EUR        EUR        EUR        EUR 
 Current: 
 Trade receivables         452,754    317,665          -          - 
 Amounts owed by group 
  undertakings                   -          -  4,905,195  2,991,788 
 Other receivables         205,244  2,910,064     12,362    178,876 
 Prepayments and accrued 
  income                     4,568    134,786      1,748     17,529 
                           -------  ---------  ---------  --------- 
                           662,566  3,362,515  4,919,305  3,188,193 
                           =======  =========  =========  ========= 
 Non-current 
 Amounts owed by group 
  undertakings                   -          -          -    272,544 
                           -------  ---------  ---------  --------- 
 Aggregate amounts         662,566  3,362,515  4,919,305  3,460,737 
                           =======  =========  =========  ========= 
 
   17         CASH AND CASH EQUIVALENTS 
 
                        Group             Company 
                                 2021 
                   2022   as restated   2022    2021 
                    EUR           EUR    EUR     EUR 
 Cash in hand         -           694      -       - 
 Bank accounts   35,565       151,995      -      -- 
                 35,565       152,689  6,242  34,107 
                 ======  ============  =====  ====== 
 
   18         CALLED UP SHARE CAPITAL 
 
                                   2022                 2021 
                              Number of     EUR    Number of     EUR 
                                 shares               shares 
 Allotted, issued, 
  and fully paid Ordinary 
  shares of GBP0.0001       602,392,689  68,260  591,640,000  66,996 
 

10,752,689 Ordinary shares of GBP0.0001 each were allotted as fully paid at a premium of EUR0.09 per share during the year (2021: 12,644,500 Ordinary shares at a premium of EUR0.08 per share).

At 31 December 2022 the number of additional shares authorised for issue is 100,000,000 (2021: nil).

As detailed in note 32, on 6 April 2023 the Company issued 49,650,972 new ordinary shares for total cash consideration of EUR3,475,568 and a further 14,861,840 new ordinary shares on the conversion of a loan totalling EUR1,040,329 and the entire issued share capital, comprising 666,905,501 ordinary shares were admitted for trading on the main market of the London Stock Exchange with ticker symbol CHSSS. Following admission, the number of additional shares authorised for issue is 66,690,550.

   19         SHARE PREMIUM 
 
                                                    2022        2021 
                                                     EUR         EUR 
  At 1 January                                 5,520,114   3,552,069 
  Premium arising on issue of equity shares      998,735   1,968,045 
                                              ----------  ---------- 
  At 31 December                               6,518,849   5,520,114 
                                              ==========  ========== 
 
   20         RESERVES 

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

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

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

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

   21         TRADE AND OTHER PAYABLES 
 
                                    Group                Company 
                                  2022       2021       2022       2021 
                                   EUR        EUR        EUR        EUR 
 
 Trade payables                657,006    262,915     81,173     37,373 
 Amounts owed to group 
  undertakings                       -          -  2,783,767  2,626,134 
 Social security and 
  other taxes                   21,318      9,541          -          - 
 Other payables                  2,650      9,494      1,376      1,376 
 Accruals and deferred 
  income                     1,296,317  3,294,280     80,547     19,955 
 Amounts owed to Directors     120,913        239      3,296        239 
                             2,098,204  3,576,469  2,950,159  2,685,077 
                             =========  =========  =========  ========= 
 
   22         FINANCIAL LIABILITIES - BORROWINGS 
 
                            Group              Company 
                          2022       2021       2022  2021 
                           EUR        EUR        EUR   EUR 
 Current: 
 Other loans         1,082,108  1,349,908  1,019,068     - 
 Lease liabilities 
  (see note 23)         95,686     21,266          -     - 
                     ---------  ---------  ---------  ---- 
                     1,177,794  1,371,174  1,019,068     - 
 
 Non-current: 
 Other loans - 1-2 
  years                      -     54,987          -     - 
 Lease liabilities 
  (see note 23)      1,308,003          -          -     - 
                     ---------  ---------  ---------  ---- 
                     1,308,003     54,987          -     - 
                     =========  =========  =========  ==== 
 

Terms and debt repayment schedule

Group

 
                     1 year or    More than  More than     Totals 
                          less   1 year and    5 years 
                                  less than 
                                    5 years 
                           EUR          EUR        EUR        EUR 
 Other loans         1,082,108            -          -  1,082,108 
 Lease liabilities 
  (see note 23)         95,686      510,145    797,858  1,403,689 
                     ---------  -----------  ---------  --------- 
                     1,177,794      510,145    797,858  2,485,797 
                     =========  ===========  =========  ========= 
 

Company

 
               1 year or    More than  More than     Totals 
                    less   1 year and    5 years 
                            less than 
                              5 years 
                     EUR          EUR        EUR        EUR 
 Other loans   1,019,068            -          -  1,019,068 
 
 

Loans due in less than one year includes a loan of EUR1,019,068 which accrues interest at 8% per year, subsequent to 31 December 2022 this loan was converted into new ordinary shares (see note 32), and EUR63,040 which accrues interest at 10% per year. (2021: EUR1,349,908 which accrued interest at 14% per year and was secured by collateral put up by a partner company, the loan was repaid, and the collateral returned in January 2022).

On 6 April 2023, subsequent the date of these consolidated financial statements, the loan totalling EUR1,040,329 including accrued interest was converted into new ordinary shares in the Company (see note 32).

   23         LEASES 

Group

Right of use asset - property, plant, and equipment

 
                                2022     2021 
                                 EUR      EUR 
 COST 
 At 1 January                441,942  441,942 
 Additions                 1,374,409        - 
 Disposals                 (441,942)        - 
                           ---------  ------- 
 At 31 December            1,374,409  441,942 
                           ---------  ------- 
 DEPRECIATION 
 At 1 January                419,908  355,110 
 Charge for year             189,475   67,711 
 Elimination on disposal   (441,942)        - 
 Exchange difference        (30,000)  (2,913) 
                           ---------  ------- 
 At 31 December              137,441  419,908 
                           ---------  ------- 
 NET BOOK VALUE 
 At 31 December            1,236,968   22,034 
                           =========  ======= 
 
 

All leases are accounted for in accordance with IFRS 16 Leases.

 
                       31 December  31 December  31 December 
                              2022         2021         2020 
                               EUR          EUR          EUR 
 Right of use asset      1,236,968       22,034       86,832 
 Lease liability         1,403,689       21,266       71,619 
 

A right-of-use asset was disposed of during the year relating to premises occupies by the World Chess Club Moscow, the lease was for a term of 5 years ended on 30 April 2022 with an effective interest rate of 10.65%.

A new right-of-use asset was recognised in 2022 for a lease on premises to be occupied by the World Chess Club Berlin for a term of 10 years ending on 31 December 2031 with an effective interest rate of 11.83%.

Total finance lease interest for 2022 was EUR157,850 (2021: EUR1,312) as detailed in note 6.

Right of use assets relating to lease properties are presented as property, plant, and equipment and amortised to the end of the lease term.

Group

Lease liabilities - minimum lease payments fall due as follows:

 
 31 December 2022             1 year or    More than  More than     Totals 
                                   less   1 year and    5 years 
                                           less than 
                                             5 years 
                                    EUR          EUR        EUR        EUR 
 Gross obligations 
  repayable:                    246,234      984,936    984,936  2,216,106 
 Finance charges repayable:   (150,548)    (474,791)  (187,078)  (812,417) 
                              ---------  -----------  ---------  --------- 
 Net obligations repayable:      95,686      510,145    797,858  1,403,689 
                              =========  ===========  =========  ========= 
 
 
 31 December 2021             1 year or    More than  More than  Totals 
                                   less   1 year and    5 years 
                                           less than 
                                             5 years 
                                    EUR          EUR        EUR     EUR 
 Gross obligations 
  repayable:                     21,411            -          -  21,411 
 Finance charges repayable:       (145)            -          -   (145) 
                              ---------  -----------  ---------  ------ 
 Net obligations repayable:      21,266            -          -  21,266 
                              =========  ===========  =========  ====== 
 
   24         FINANCIAL INSTRUMENTS 

All financial instruments are measured at amortised cost and 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.

 
                                            2022       2021 
                                             EUR        EUR 
 Other financial assets 
 Trade and other receivables less than 
  one year                               821,028  3,362,515 
 Cash and cash equivalents                35,773    152,689 
                                         -------  --------- 
 Total financial assets                  856,801  3.515.204 
                                         =======  ========= 
 
 
                                              2022       2021 
                                               EUR        EUR 
 Other financial liabilities 
 Interest bearing loans and borrowings 
  less than one year                     1,177,794  1,371,173 
 Trade and other payables less than 
  one year                               2,098,199  3,576,469 
 Interest bearing loans and borrowings 
  more than one year                     1,308,003     54,987 
 Total financial liabilities             4,583,996  5,002,629 
                                         =========  ========= 
 

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 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 consider any contractual payment being 30 days past due, and each subsequent period of 30 days, to be an indicator of a significant increase in credit risk which may require an additional loss allowance to be recorded.

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

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

-- Online income, payment is typically received annually in advance, the Directors therefor 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 therefor consider the risk to be non-trivial but minimal.

No credit loss was recognised in 2022 or 2021.

Financial assets past due but not impaired as at 31 December 2022:

 
                                      Not impaired      Not impaired but past due by 
                                           and not             the following amounts 
                                          past due 
                                                      >30 days   >60 days   >90 days  >120 days 
                                               EUR         EUR        EUR        EUR        EUR 
 Group: Trade and other receivables        646,901           -          -          -     15,635 
 Company: Trade and other 
  receivables                            4,919,305           -          -          -          - 
 
 

Financial assets past due but not impaired as at 31 December 2021:

 
                                      Not impaired             Not impaired but past due by 
                                           and not                    the following amounts 
                                          past due 
                                                    >30 days  >60 days  >90 days  >120 days 
                                               EUR       EUR       EUR       EUR        EUR 
 Group: Trade and other receivables      3,289,295    70,991         -         -      2,228 
 Company: Trade and other 
  receivables                            3,188,195         -         -         -          - 
 

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 2021 the Group had outstanding loans of EUR1,019,068 which accrues interest at a fixed rate of 8% per year, and EUR63,040 which accrues interest at a fixed rate of 10% per year. (2021: EUR1,349,908 which accrued interest at a fixed rate of 14% per year and was secured by collateral put up by a partner company, the loan was repaid, and the collateral returned in January 2022).

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.

   25         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 EUR1,163,425 at 31 December 2022 (2021: EUR2,644,901), and to maintain or adjust the capital structure the Group may issue new shares of increase borrowings.

 
                                                2022         2021 
                                                 EUR          EUR 
 Interest bearing loans and borrowings   (2,485,797)  (1,426,160) 
 Cash and cash equivalents                    35,565      152,689 
                                         -----------  ----------- 
 Net indebtedness                        (2,450,232)  (1,273,471) 
                                         ===========  =========== 
 
   26         PROVISIONS 

Group

 
                              2022  2021 
                               EUR   EUR 
 PROVISIONS 
 At 1 January                    -     - 
 Dilapidations provision   180,652     - 
                           -------  ---- 
 At 31 December            180,652     - 
                           =======  ==== 
 
 

A dilapidations provision was recognised in 2022 relating to the estimated reinstatement costs at the expiry of a new 10-year lease ending on 31 December 2031.

   27         DEFERRED TAX 

Group

 
                                   2022       2021 
                                    EUR        EUR 
 Balance at 1 January 2022     (15,733)  (451,098) 
 Movement in current year      (60,964)    435,365 
                               --------  --------- 
 Balance at 31 December 2022   (76,697)   (15,733) 
                               ========  ========= 
 
 

There are EUR3,878,681 of tax losses available to the Group which at the applicable tax rate of 25%would provide an additional deferred tax asset of EUR537,784. 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:

 
                                                 2022      2021 
                                                  EUR       EUR 
 Timing differences arising on provisions 
  for liabilities, lease liabilities 
  and losses carried forward                (531,931)  (15,733) 
 Timing difference arising on capital 
  allowances in excess of depreciation        455,234         - 
                                            ---------  -------- 
                                             (76,697)  (15,733) 
                                            =========  ======== 
 
 
   28         CONTINGENT LIABILITIES 

The Group has an ongoing claim with one supplier, if the claim is successful then an invoice, amounting to EUR1,140,000, will become payable. The invoice is not included in the accounts as the Directors consider it to be null and void and raised by the supplier in breach of contract (see note 28).

   29         RELATED PARTY DISCLOSURES 

Details of the Directors' remuneration and consultancy fees are disclosed in note 4.

Ilya Merenzon

On 21 December 2022 Mr Merenzon advanced a short-term loan of EUR20,000 to World Chess Europe GmbH, this loan is unsecured, does not bear interest and remained outstanding at 31 December 2022.

Matvey Shekhovtsov

On 29 December 2022 Mr Shekhovtsov advanced a short-term loan of EUR20,000 to World Chess Europe GmbH, this loan is unsecured and does not bear interest and remained outstanding at 31 December 2022.

Group undertakings

The following transactions took place during the year ended 31 December 2022 with and between group undertakings.

 
                                             Payments to World Chess PLC  Payments to/ (receipts from) other group 
                                                                                                      undertakings 
                                                                     EUR                                       EUR 
 World Chess Events Ltd 
 Payment of interest                                              12,331                                         - 
 Purchase of inventory                                                 -                                    56,153 
 Sale of inventory                                                     -                                   (3,823) 
 Commission paid on third party 
  transactions                                                         -                                    26,473 
 Interest received                                                     -                                   (4,848) 
 World Chess Europe GmbH 
 Payment of interest                                               7,512                                         - 
 Purchase of inventory                                                 -                                     3,823 
 Sale of Inventory                                                     -                                  (56,153) 
 World Chess US Inc. 
 Commission charged on third party 
  transactions                                                         -                                  (26,473) 
 Payment of interest                                                   -                                     4,848 
 

The following transactions took place during the year ended 31 December 2021 with and between group undertakings.

 
                                           Payments to/(receipts from) World    Payments to/ (receipts from) other 
                                                                   Chess PLC                    group undertakings 
                                                                         EUR                                   EUR 
 World Chess Russia LLC 
 Sale of inventory                                                         -                             (133,995) 
 World Chess Events Ltd 
 Payment of interest                                                  10,710                                     - 
 Purchase of inventory                                                     -                               133,995 
 Commission paid on third party 
  transactions                                                        56,238                                 8,562 
 World Chess US Inc. 
 Commission charged on third party 
  transactions                                                      (18,749)                               (8,562) 
 Payment of interest                                                   2,115                                     - 
 

Balances at 31 December 2022

The following balances remained outstanding at 31 December 2022 from and between group undertakings.

 
                                           Due to/(from) World      Due to/(from) other      Total due to/(from) 
                                                     Chess PLC       group undertakings       group undertakings 
                                                           EUR                      EUR                      EUR 
 Ilya Merenzon                                           (238)                 (93,256)                 (93,495) 
 Matvey Shekhovtsov                                    (2,818)                 (24,600)                 (27,418) 
 Group undertakings 
 
         *    World Chess Events Ltd                 4,044,942              (2,005,174)                2,039,768 
 
         *    World Chess Europe GmbH                  860,253                   99,327                  959,580 
 
         *    World Chess US Inc.                  (2,783,767)                1,905,848                (877,919) 
                                       -----------------------  -----------------------  ----------------------- 
                                                     2,118,372                (117,855)                2.000.516 
                                       =======================  =======================  ======================= 
 

Balances at 31 December 2021

The following balances remained outstanding at 31 December 2021 from and between group undertakings.

 
                                           Due to/(from) World      Due to/(from) other      Total due to/(from) 
                                                     Chess PLC       group undertakings       group undertakings 
                                                           EUR                      EUR                      EUR 
 Ilya Merenzon                                           (238)                        -                    (238) 
 Group undertakings 
 
         *    World Chess Events Ltd                 3,214,251              (2,511,790)                  702,461 
 
         *    World Chess Europe GmbH                        -                  187,072                  187,072 
 
         *    World Chess US Inc.                  (2,626,134)                2,300,688                (325,446) 
 
         *    World Chess Russia LLC                    50,079                   23,913                   73,992 
                                       -----------------------  -----------------------  ----------------------- 
                                                       637,958                    (117)                  637,841 
                                       =======================  =======================  ======================= 
 
   30         ULTIMATE CONTROLLING PARTY 

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

   31         SHARE-BASED PAYMENT TRANSACTIONS 

In exchange for providing collateral for a loan in World Chess Events Limited, the Company granted an option to Algorand Cayman SEZC to convert part or all of the collateral into ordinary shares, the option was exercised in January 2021 and World Chess Plc issued 2,474 shares to Algorand Cayman SEZC for total consideration of 33m Algo's (at the date of conversion this represented EUR2,060,374).

   32         SUBSEQUENT EVENTS 

On 20 February 2023 Mr Merenzon advanced a short-term loan of EUR500,000 to World Chess PLC, this loan remains outstanding at 28 April 2023.

On 20 February 2023 Mr Shekhovtsov advanced a short-term loan of EUR13,000 to World Chess PLC, this loan remains outstanding at 28 April 2023.

On 16 March 2023 Mr Merenzon advanced a short-term loan of EUR150,000 to World Chess PLC, this loan remains outstanding at 28 April 2023.

On 6 April 2023 the Company issued 49,650,972 new ordinary shares for total cash consideration of EUR3,475,568 and a further 14,861,840 new ordinary shares on the conversion of a loan totalling EUR1,040,329.

On 6 April 2023 the entire issued share capital, comprising 666,905,501 ordinary shares were admitted for trading on the Main Market of the London Stock Exchange with ticker symbol CHSSS. The Directors believe this will help to build the Company's profile, create value for Shareholders and improve the Company's ability to raise further capital over the coming years to support its growth strategy. The Directors further believe that the reputation of the Main Market for regulation and good governance structures will improve the Company's international visibility and reputation helping it to achieve its strategy.

   33         PRIOR YEAR ADJUSTMENT 

During the year the Directors reassessed the accounting treatment of the crypto-assets which previously had been included within cash and cash equivalents on the Consolidated Statement of Financial Position at 31 December 2021. The Directors concluded that in accordance with IAS 1, IFRS 13, IAS 2, IAS 8, and IAS 38 the correct accounting treatment was to treat them as intangible assets. This resulted in a reduction of cash and cash equivalents previously reported in the Consolidated Statement of Financial Position at 31 December 2021 from EUR1,520,599 to EUR152,689 and an increase in intangible assets from EUR2,381,445 to EUR3,749,355.

In 2021 a prior year adjustment was made to correct bookkeeping errors from 2018 and 2019. Income of EUR1,412,016 for sponsorship should have been recognised as; EUR100,000 in 2019, EUR606,608 in 2021 and EUR706,008 in 2022.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

FR PPUUCCUPWGWR

(END) Dow Jones Newswires

April 28, 2023 09:43 ET (13:43 GMT)

1 Year World Chess Chart

1 Year World Chess Chart

1 Month World Chess Chart

1 Month World Chess Chart

Your Recent History

Delayed Upgrade Clock