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.
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