World Chess PLC

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World Chess PLC

Annual Report & Financial Statements

for the year ended 31 December 2025

Company Registration No. 10589323

(England and Wales)

World Chess Plc – Company Registration No. 10589323

CONTENTS

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COMPANY INFORMATION

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Directors

Ilya Merenzon (Chief Executive Officer)

Matvey Shekhovtsov (Chief Operating Officer)

Richard Collett (Chief Financial Officer)

Graham Woolfman (Chair) - resigned on 14 February 2025

Jamison Reed Firestone (Non-Executive Director)

Neil Rafferty (Non-Executive Director, appointed interim Chair 14

February 2025)

Company No.

10589323 - incorporated in England and Wales

Secretary and Registered

Office

MSP Corporate Services Ltd

Eastcastle House

27/28 Eastcastle Street

W1W 8DH

Financial Adviser

AlbR Capital Limited

3rd Floor, 80 Cheapside

London

EC2V 6EE

Auditor

Moore Kingston Smith LLP

Floor

9 Appold Street

London

EC2A 2AP

Legal advisers

Marriott Harrison LLP

80 Cheapside

London

EC2V 6EE

Registrar

Share Registrars Ltd

3 The Millennium Centre

Crosby Way

Farnham

GU9 7XX

World Chess Plc – Company Registration No. 10589323

STRATEGIC REPORT

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Highlights and Principal Activities

Results for the year

•

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

•

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

•

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

•

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

•

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

Operational and strategic highlights

•

Exceeded one million registered users

•

Launched The Tower, a new player progression and engagement system

•

Rebuilt and relaunched the World Chess mobile application

•

Appointed Head of Mobile Design, formerly of Chess.com

•

Migrated platform to unified worldchess.com domain

•

Launched The World Chess Show across international broadcast networks

•

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

•

Began development of club and federation technology tools, extending the platform beyond

consumer play into the infrastructure of organised chess globally

•

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

Our Vision, Mission, and Values

Our mission

World Chess exists to make chess a sport the world plays and follows. Everything else flows from that.

Our vision

A world where chess is a modern sport with a real audience — not a niche pursued by enthusiasts, but a

global game with the infrastructure, the drama, and the accessibility it deserves.

How we operate

Casual players first. Our economic foundation is the player who subscribes, watches, and comes back. Every

product decision passes one test: does this serve the person who loves chess but isn't a grandmaster? Elites

are the content. Casual players are the customer.

Commercial success is the mission. Making money is not a compromise of our values — it is how we achieve

them. Most chess organisations that depended on patronage or goodwill have failed to scale. We are

building a sustainable business

Chess is global, and so are we. India is not an emerging market to exploit — it is one of our core markets to

serve. We build for every region and price for local realities.

We compete, we don't destroy. We are building an alternative to the existing chess establishment. We are not

trying to burn down what exists. If we succeed, the whole ecosystem benefits. We want a bigger sport, not

just a bigger slice of a small one.

World Chess Plc – Company Registration No. 10589323

STRATEGIC REPORT

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Statement from the Chair

2025 marked an important year for World Chess as the Group sharpened its strategic focus and strengthened

the foundations for future growth. The business reached a significant milestone of over one million

registered users, launched a rebuilt mobile application, and continued to enhance its platform and

commercial partnerships.

A key priority during the year was the reallocation of resources towards scalable, digital revenue streams.

Following a strategic review, the Board made the decision to close the Berlin Chess Club and concentrate

investment on product development and the growth of the Group’s online subscriber base. This reflects our

conviction that long-term value will be driven by a focused, technology-led model.

Financially, while revenues declined modestly, the Group delivered a slightly improved performance with a

reduction in loss before tax from continuing operations to €2,685,342 from €2,822,879 in 2024. This reflects

increasing cost discipline alongside continued targeted investment in the platform, positioning the business

for more efficient growth.

The Group also strengthened its capital base during the year, securing investment from strategic partners

with deep experience in digital product development and scaling technology businesses. Their engagement

brings not only capital but also valuable expertise as the Company executes its strategy. The Board continues

to engage with additional funding partners to ensure the Group is well capitalised for its next stage of

development.

The Board has maintained a strong focus on governance, liquidity and risk management, while supporting

management in prioritising product investment and operational efficiency.

Having supported the Company through its IPO and more recently as Interim Chair during this period of

strategic refocus, I believe the business is now well positioned for its next phase. Accordingly, I decided to

resign as Chair in February 2026 in order to enable to Board to refresh its skill set to be more in line with its

refocussed approach and agreed to remain in place until the 11 May or earlier should a new appointment be

made before then.

I would like to thank my fellow Directors and the management team for their commitment and contribution

during this period, and I look forward to seeing the Company build on its progress in the years ahead.

Finally, the Board remains confident in the Group’s strategy and its long-term potential

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

Neil Rafferty

Interim Chairman

20 April 2026

World Chess Plc – Company Registration No. 10589323

STRATEGIC REPORT

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Statement from the Chief Executive

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

Today we have a platform with over a million registered users, a mobile application rebuilt from scratch, a

progression system that keeps players coming back, and a Head of Mobile Design we hired from the market

leader. The gap between where we were and where we are is significant. But the gap between where we are

and where we would like to be is the opportunity.

India, and Asia in general, is the story within the story. Gukesh D, a teenager, is World Chess Champion. A

golden generation of Indian players is rewriting what's possible in chess, and Indian players now make up

33% of our paid subscriber base and 25% of our total registered users. We are not chasing that market — we

are in it, growing in it, and investing to deepen it.

We believe that the product, worldchess.com, is better than it has ever been, and the engagement numbers

support this. Post-game analysis gives subscribers real value — it makes people better at chess with every

game. The new mobile app — which launched in November — is the platform we always wanted to build.

The unification of all our products under the worldchess.com domain made it easier for any player,

anywhere, to find us and start playing.

We are also moving beyond the consumer platform. Chess has hundreds of thousands of clubs globally —

running events on spreadsheets and paper scoresheets. We are building tools that change that: technology

for clubs to manage events, run rated competitions, and connect their members to the wider World Chess

ecosystem. This is a large, largely untouched market, and our position in the chess world puts us in a

uniquely credible place to serve it.

The financial reults for 2025 reflect a company investing in its future — the majority of expenditure went

into product development. The loss before tax narrowed. We raised capital from investors who understand

digital products and are actively contributing to our roadmap. There is more to do — we are focused on

scale, bringing in more users from around the world and offering them new and interesting ways to enjoy

chess.

Ilya Merenzon

Chief Executive Officer

20 April 2026

World Chess Plc – Company Registration No. 10589323

STRATEGIC REPORT

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Operational review

Key Performance Indicators (KPIs)

The Group uses a number of KPIs within the business. The principal financial metrics are Revenue, Gross

Profit and Loss before tax which are included in the Statement of Profit or Loss and Other Comprehensive

Income.

2025

€

2024

€

Reasons for movement

Revenue

2,029,433

1,820,801

Increase driven by growth in the World Chess Online

Arena, including higher subscription income and

improved monetisation, partially offset by lower

merchandising revenue.

Gross Profit

609,532

489,002

Improved gross profit reflects higher-margin digital

revenues from the Online Arena and a shift away

from lower-margin physical and merchandising

activities.

Loss before tax

from continuing

operations

(2,685,342)

(2,822,879)

Reduction in loss reflects revenue growth and cost

optimisation following the closure of the Berlin club,

with the results of the Berlin operations presented

within discontinued operations (see note 8), partially

offset by continued investment in product

development and marketing to support the Online

Arena.

During the year, the Group reviewed its key performance indicators following the closure of the Berlin Club

and its increased focus on the Online Arena. As part of this review, certain KPIs, including social media

coverage, have been removed. The Group is developing additional operational KPIs — including conversion

rate, churn, and customer satisfaction — to be introduced in future reporting periods.

2025

No.

2024

No.

Reasons for movement

Number of

registered users

1,050,000

989,036

Increase reflects continued growth in the World Chess

Online Arena, with a focus on expanding the free user

base as part of the Group’s monetisation strategy.

Number of paid

subscriptions

8,736

10,310

Decrease reflects a deliberate reduction in discounted

subscription offerings and a shift towards full-price

pricing and monetisation of the expanded free user

base.

Online Arena

The most significant structural development in 2025 was the consolidation of the platform onto a single

unified domain — worldchess.com. The migration, completed during the year, simplifies the user journey,

strengthens the brand, and creates one destination for the Group's full product offering: play, ratings, titles,

content, and community.

New features launched during the year include The Tower — a progression and engagement system

designed to increase session frequency and support conversion to paid membership — and expanded post-

game analysis for subscribers. Both were developed in direct response to player data, with the explicit aim of

improving conversion and reducing churn.

World Chess Plc – Company Registration No. 10589323

STRATEGIC REPORT

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The redesigned mobile application launched on 1 November 2025, featuring a new interface, faster

gameplay, and an expanded feature set. To lead this effort, the Group appointed a new Head of Mobile

Design with prior senior experience at Chess.com — bringing proven expertise in designing chess products

at scale. With the majority of online chess now played on mobile, this relaunch is central to the Group's 2026

growth strategy.

Club and Federation Technology

World Chess is developing technology tools that extend the platform into the global network of chess clubs

and federations. These tools enable clubs to run their own rated events, manage members, and connect

competitive results to the broader World Chess ecosystem. The global club infrastructure is large, active, and

underserved by modern technology — and World Chess is naturally positioned to serve it. Development is

ongoing, with further updates to be provided in due course.

Content and Media

The World Chess Show launched during the year, distributing chess programming across international

broadcast networks. The show extends World Chess's reach beyond its registered user base and functions as

both a brand-building vehicle and an audience acquisition channel — with the explicit goal of converting

viewers into players.

Partnerships

Commercial partnerships active during 2025 include the renewal and extension of the Algorand Foundation

agreement and a new collaboration with TipRanks. Both partnerships combine commercial value with

distribution reach.

India

India is the Group's primary growth market. Indian users account for 25% of all registered users and 33% of

paid subscribers — a concentration that reflects both the country's extraordinary chess moment and the

deliberate product and marketing investment made in the market. With the lowest user acquisition costs

globally, a highly engaged player base, and a national narrative around chess excellence, India is expected to

remain the engine of user growth through 2026 and beyond.

Strategic developments and board update

World Series of Chess

During 2025, the Group continued to develop the World Series of Chess, a proposed, year-round competitive

circuit designed to establish chess as a regular broadcast sport with democratic qualification from amateur to

professional level, both online and over the board. The Series will aim to build on the success of the Group's

Armageddon format, which was broadcast live across more than 150 markets and is intended to serve as

both a standalone media property and a driver of platform engagement and subscriber acquisition.

Preparatory work during the year included format development, broadcast partnership discussions, and

sponsorship planning. The Board will provide further updates on the Series launch timeline in once this is

confirmed.

Board composition

In February 2026, Neil Rafferty gave notice of his resignation as Interim Chair and Non-Executive Director,

effective 11 May 2026. Mr Rafferty has served on the Board since the Company's IPO and took on the role of

Interim Chair in February 2025. The Board is grateful for his contribution during a formative period for the

Company.

The Company has commenced a process to appoint a permanent Chair and will make a further

announcement in once a candidate has been selected. The Board is seeking a candidate with experience in

scaling media, technology and sports businesses.

World Chess Plc – Company Registration No. 10589323

STRATEGIC REPORT

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Financial Review

During the year, the Group completed a significant strategic transition, with the closure of its Berlin club

venue and an increased focus on the development of the World Chess Online Arena and related digital

activities. This shift reflects the Group’s strategy to move towards a more scalable, capital-light digital

business model.

The closure of the Berlin venue resulted in a reduction in physical revenues and the recognition of one-off

items, including the impairment of non-current assets, partially offset by the derecognition of the associated

lease liability and the release of a dilapidations provision. These impacts are presented within discontinued

operations (see note 8).

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

activities.

2025

2024

€

REVENUE

2,029,433

1,820,801

GROSS PROFIT

609,532

489,002

GROSS PROFIT %

30%

27%

Administrative expenses

(3,274,230)

(3,289,653)

OPERATING LOSS

(2,664,698)

(2,800,651)

Addback: Depreciation and amortisation

649,996

581,198

LOSS BEFORE DEPRECIATION, AND

AMORTISATION

(2,014,702)

(2,219,453)

Finance costs

(21,856)

(22,367)

Finance income

1,212

139

LOSS BEFORE INCOME TAX – CONTINUING

OPERATIONS

(2,685,342)

(2,822,879)

Revenue and Gross Profit

Total revenue, including discontinued operations, decreased by 7% to €2,262,115 (2024: €2,434,173), reflecting

the closure of the Berlin club. Revenue from discontinued operations reduced to €232,682 (2024: €613,372).

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

digital and media activities.

The World Chess Online Arena continued to scale, with revenues increasing by 25% to €863,751 (2024:

€691,144), reflecting improved user engagement and monetisation. Tournament and content revenues also

increased to €545,508 (2024: €394,736), supported by expanded production and broadcast activity, including

World Chess TV.

Merchandising revenues declined to €542,491 (2024: €734,921), reflecting reduced physical activity following

the closure of the Berlin venue.

Gross profit from continuing operations increased to €609,532 (2024: €489,002), with gross margin improving

to 30% (2024: 27%), driven by a higher proportion of digital revenues.

Operating costs and profitability

Administrative expenses on a continuing basis remained broadly stable at €3,274,230 (2024: €3,289,653),

reflecting ongoing cost discipline alongside continued investment in product development and growth of

the World Chess Online Arena.

The operating loss from continuing operations reduced to €2,664,698 (2024: €2,800,651), reflecting improved

gross margins and stable operating costs.

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STRATEGIC REPORT

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Loss before tax from continuing operations was €2,685,342 (2024: €2,822,879), with lower finance costs

contributing marginally to the improvement.

Loss per share improved to €0.005 (2024: €0.006), reflecting the reduced loss and an increase in the weighted

average number of shares in issue.

Cash flows

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

growth and platform development.

The cash outflow from investing activities totalled €163,129 (2024: €1,009,385), with prior year spend

reflecting higher levels of platform development and capital expenditure.

These outflows were funded by €2,454,118 of cash generated from financing activities (2024: €3,433,366),

primarily through equity funding. The overall movement in cash also reflects foreign exchange movements

and cash flows relating to discontinued operations.

Statement of Financial Position

At 31 December 2025, the Group reported net assets of €1,458,391 (2024: €950,770). The increase reflects

equity funding received during the year, partially offset by losses incurred and the impairment of assets

associated with the Berlin club following its closure.

Included within equity is €1,016,703 (2024: €2,016,703) relating to funds received under subscription

agreements for shares not yet issued at the reporting date.

The Group held cash balances of €40,732 (2024: €267,396) and had no external borrowings at the year end

(2024: €2,705,817 excluding director balances), resulting in a net cash position of €40,732 compared to net

debt of €2,438,421 in the prior year.

Investment and capital expenditure

The Group continued to prioritise investment in the World Chess Online Arena, with capitalised

development expenditure of €479,237 (2024: €697,258). Total investment in the platform now amounts to

€5,101,463, with a carrying value of €2,906,076 at 31 December 2025.

The Directors have assessed the carrying value of intangible assets and investments based on detailed five-

year forecasts (see notes 10 and 11).

Following the closure of the Berlin club, the Company recognised a full impairment of its investment in

World Chess Europe GmbH of €300,000, resulting in the investment being fully impaired to €nil at 31

December 2025.

Liquidity and subsequent events

Subsequent to the year end, the Group strengthened its liquidity position through additional equity funding.

In February 2026, investors Valery Kurylau and Dmitri Lipnitsky invested approximately €1,359,000,

supporting continued development and marketing of the World Chess Online Arena (see note 30).

Going concern

The Directors have prepared forecasts covering a period of at least twelve months from the date of approval

of these financial statements, reflecting the Group’s focus on the World Chess Online Arena and continued

cost management.

The forecasts assume no additional funding beyond the €1,359,000 raised post year end. While revenue

growth is expected, there remains uncertainty regarding its timing and scale, and additional funding may be

required to provide further liquidity headroom.

These conditions indicate the existence of a material uncertainty which may cast significant doubt on the

Group’s ability to continue as a going concern.

Nevertheless, after considering sensitivities and mitigating actions, the Directors have a reasonable

expectation that the Group will have sufficient resources to meet its obligations as they fall due.

World Chess Plc – Company Registration No. 10589323

STRATEGIC REPORT

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Accordingly, the financial statements have been prepared on a going concern basis.

Richard Collett

Chief Financial Officer

20 April 2026

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STRATEGIC REPORT

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Managing Risk, Threats, and Opportunities

Taking considered risk is an inherent part of business and investment activity. The Audit Committee is

responsible for undertaking a formal risk assessment on an annual basis and reporting, by exception, on any

material changes during the year affecting the risks to which the Group is exposed, as well as identifying

potential emerging risks. This process provides a structured approach to identifying, assessing and

managing risks and opportunities facing the Group.

The objective of the Group’s risk management framework is to minimise the likelihood of material adverse

outcomes arising from events that could reasonably have been foreseen, while also recognising potential

opportunities that may arise from changes in the Group’s operating environment.

The principal risks currently facing the Group, together with the potential impact on the business, are set out

below.

Our Principal Risks – related to the Company's business and industry

Subscriber growth

The Group’s ability to retain existing online subscribers and attract new subscribers is critical to the success

of the World Chess Online Arena. Subscriber growth depends on a number of factors, including the quality

and breadth of the products offered, the overall user experience and broader trends affecting online gaming

and digital entertainment.

Failure to maintain or grow the subscriber base could negatively impact the Group’s revenue growth and

financial performance.

Platform stability

The reliable operation of the Group’s digital platforms is critical to maintaining user engagement and trust.

Any significant disruption to the Group’s computer systems or software, or to systems operated by third-

party service providers, could damage the Group’s reputation and result in a loss of users.

The Group’s brand and reputation depend on the reliable performance of its cloud infrastructure, network

infrastructure and content delivery systems. The Group therefore continues to invest in infrastructure

resilience and monitoring to minimise the risk of service disruption.

Data security

A significant part of the Group’s business relies on its ability to comply with data protection legislation,

including GDPR, and to adequately protect user data and privacy. Any actual or perceived failure to

safeguard user data could significantly harm the Group’s reputation and potentially lead to regulatory

action or legal claims.

To mitigate this risk, the Group has strengthened its governance and compliance framework and has

recently appointed a Head of Governance, Risk and Compliance to oversee data governance and

information security across the organisation.

Fair play and anti-cheating

Cheating represents a significant challenge for online chess platforms and has the potential to undermine

user confidence and the integrity of the platform. Players may attempt to use external assistance or software

tools to gain an unfair advantage, particularly when attempting to improve their ratings.

The Group employs a combination of technical analysis, machine learning tools and human oversight to

detect and prevent cheating on the platform. The Group continues to invest in improving its anti-cheating

systems and fair play controls as technology evolves.

The Group also seeks to encourage players to participate in over-the-board (‘OTB’) chess, where physical

tournament controls significantly reduce opportunities for cheating, thereby supporting the integrity of the

broader chess ecosystem.

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STRATEGIC REPORT

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FIDE Online Arena agreement

The Group operates the World Chess Online Arena as the official online chess platform recognised by FIDE.

The current agreement has an initial term expiring in August 2026; the agreement provides for automatic

renewal for a further five-year period unless FIDE elects to operate the platform itself or accept a bona fide

third-party offer that World Chess does not match. The Group is in ongoing dialogue with FIDE regarding

the continuation of the arrangement.

While the Directors believe the relationship with FIDE remains strong, the agreement is important to the

Group’s strategy and any failure to extend or maintain the agreement could have a material impact on the

Group’s business.

Rating recognition and adoption

A key feature of the Online Arena is the ability for players to obtain FIDE-recognised ratings and titles

through online play. As online ratings are relatively new, their broader adoption within the chess

community continues to evolve.

Further development of rules and procedures linking online ratings to traditional over-the-board (‘OTB’)

ratings may be required, and acceptance of online-rated players in OTB tournaments may also depend on

the development of additional regulations. Slower adoption of online ratings could affect the growth of the

Online Arena.

Reliance on key personnel

The Group’s performance and development depend on the continued services of a small number of key

management personnel. The loss of the services of one or more of these individuals could have an adverse

effect on the Group’s operations and prospects.

The Group seeks to mitigate this risk by developing its management team, implementing succession

planning and strengthening operational processes.

Climate-Related Financial Disclosures

This climate-related disclosure forms part of World Chess PLC’s Strategic Report for the year ended 31

December 2025 and has been prepared in accordance with the recommendations of the Task Force on

Climate-related Financial Disclosures (TCFD) and the climate-related disclosure requirements under the UK

Listing Rules.

The purpose of this disclosure is to provide transparent information on how climate-related risks and

opportunities may affect the Group’s business model, strategy, governance and risk management processes.

It outlines the processes and metrics used to identify, monitor and manage these matters, supporting the

Group’s long-term objective to operate sustainably and responsibly.

The Board has overall responsibility for climate-related matters, with oversight exercised through the

Group’s risk management framework and review by the Audit Committee.

This disclosure covers the consolidated activities of World Chess PLC, including its subsidiaries and digital

operations, consistent with the Group’s financial reporting boundary.

Materiality of climate-related risks

The Directors recognise the importance of assessing climate-related risks and opportunities. However,

following the cessation of its Berlin venue and the Group’s transition to a predominantly digital-first

business model, with limited physical infrastructure and relatively low direct energy consumption, the

Directors currently consider the Group’s direct exposure to climate-related financial risks to be limited and

not financially material to the Group’s operations. To support this assessment, the Group has undertaken

scenario analysis as set out below.

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STRATEGIC REPORT

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Scenario Analysis and Climate-Related Financial Impact

The Group has undertaken a high-level climate scenario analysis considering both a 1.5°C and a 2°C

pathway. Consistent with its predominantly digital operating model, the analysis indicates limited exposure

to direct physical climate risks.

Transition risks, including regulatory change, increased disclosure requirements and evolving stakeholder

expectations, were assessed qualitatively. Under a 1.5°C scenario, these may result in modest increases in

compliance, supplier and operational costs; however, no material financial impact is currently expected in

the short to medium term.

No material impacts have been identified on asset valuations, impairment assessments, or the Group’s going

concern assumptions at the reporting date.

The analysis has been informed by publicly available scenarios, including those from the IPCC and NGFS,

and assumes continuation of the Group’s current business model and limited direct emissions footprint.

The assessment is subject to limitations, including its qualitative nature, limited value chain data and

inherent uncertainty in long-term climate projections. The Group will continue to enhance its scenario

analysis over time, including the development of more quantitative financial impact assessments.

The Group’s principal exposure to climate-related factors arises indirectly through energy consumption

associated with digital infrastructure and cloud hosting services, as well as Scope 3 emissions related to

business travel and the delivery of chess events.

While the financial impact of climate-related risks on the Group’s operations is not currently considered

material, the Directors recognise that regulatory expectations and stakeholder requirements in this area are

evolving. The Group will therefore continue to monitor developments in climate-related regulation,

reporting standards and stakeholder expectations, and will update its approach as appropriate.

Time horizons for climate risk and opportunity assessment

The Group assesses climate-related risks and opportunities across three time horizons to reflect both

operational planning cycles and long-term strategic considerations.

Short-term (1–3 years)

Focused on regulatory compliance, operational efficiency and managing the environmental impact of digital

infrastructure.

Medium-term (3–7 years)

Evaluation of evolving climate-related regulation, sustainability expectations of stakeholders and

opportunities to improve the environmental efficiency of digital infrastructure and event operations.

Long-term (beyond 7 years)

Assessment of structural changes to the global economy as it transitions to a lower-carbon model and

potential implications for the Group’s strategy and operating environment.

These time horizons align with the Group’s strategic planning cycle and reflect the expected pace of

regulatory change, technological development and evolving stakeholder expectations.

Transition risks, such as enhanced climate disclosure requirements and increasing ESG expectations from

investors and partners, are assessed primarily over the short- to medium-term, while potential physical

risks, including extreme weather events affecting travel and event logistics, are considered over the medium-

to long-term.

Strategy

World Chess PLC recognises that climate change may present both risks and opportunities for the Group’s

business operations and long-term growth.

Key areas where climate considerations intersect with the Group’s strategy include:

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Page 15 of 87

Digital operations and energy efficiency

The Group’s digital platforms, including the World Chess Online Arena, rely on cloud computing

infrastructure, which contributes to energy consumption and indirect emissions. The Group seeks to

minimise its environmental footprint by prioritising energy-efficient hosting solutions and evaluating the

use of data centres powered by renewable energy sources.

Event sustainability

Chess tournaments and events contribute to Scope 3 emissions primarily through participant travel and

event logistics. Following the closure of the Berlin club venue, the Group’s exposure to venue-related energy

consumption has reduced, and the focus is on managing travel-related emissions and working with partners

and venues that support sustainable practices where appropriate.

Regulatory and market developments

The Group monitors developments in climate-related regulation and reporting requirements, including

TCFD, SECR and emerging ISSB standards. Enhancing climate-related reporting capabilities remains a

priority in order to meet evolving regulatory expectations and investor requirements.

Reputation and stakeholder expectations

Investors, sponsors and participants increasingly expect organisations to demonstrate responsible

environmental practices. Strengthening the Group’s ESG reporting and sustainability practices supports the

Group’s reputation and long-term brand value.

Actual and potential impacts of climate-related risks and opportunities

Potential climate-related impacts on the Group’s business include:

•

increased regulatory and compliance costs;

•

evolving stakeholder expectations regarding environmental responsibility;

•

potential disruption to in-person events from weather-related factors; and

•

reputational risks associated with insufficient climate action.

At the same time, opportunities may arise from improving digital efficiency, enhancing stakeholder

engagement and positioning the Group as a responsible organiser of global chess events.

Climate considerations are therefore incorporated into long-term planning, technology choices and event

management decisions.

Resilience of the business model

The Group has considered the resilience of its business model under two climate scenarios aligned with

TCFD guidance.

Orderly transition scenario (1.5°C)

This scenario assumes increasing regulatory requirements and stakeholder expectations, combined with

accelerating investment in renewable energy and low-carbon technologies. Under this pathway, the Group’s

digital-first strategy benefits from the adoption of energy-efficient infrastructure and lower-carbon hosting

solutions.

Delayed or disorderly transition scenario (2°C+)

This scenario assumes delayed policy action followed by more abrupt regulatory changes and increased

economic volatility. Potential impacts include cost volatility and increased compliance requirements.

Based on qualitative scenario analysis, the Directors believe the Group’s business model remains resilient

under both scenarios due to its primarily digital operating model, limited physical infrastructure and

flexibility in event planning.

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Climate-related risks and opportunities

The Group categorises climate-related risks and opportunities as follows:

Transition risks (short- to medium-term)

•

increasing regulatory disclosure requirements;

•

rising stakeholder expectations regarding ESG performance; and

•

potential increases in energy costs.

Physical risks (medium- to long-term)

•

disruption to in-person events and travel from extreme weather or transport disruption; and

•

potential supply chain impacts affecting event operations.

Opportunities (short-, medium- and long-term)

• use of renewable energy-powered digital infrastructure;

• partnerships with environmentally responsible venues; and

• strengthening the Group’s ESG credentials with investors and partners.

Risk management

Climate-related risks are integrated into the Group’s enterprise risk management framework.

These risks are reviewed annually by senior management and the Audit Committee, with additional reviews

undertaken where significant developments occur.

The Group’s climate risk management process includes:

•

identification and assessment of climate-related risks and opportunities;

•

monitoring of regulatory developments and stakeholder expectations;

•

integration of climate considerations into broader operational and strategic planning; and

•

scenario analysis to assess the resilience of the business model.

Climate-related risks are included within the Group’s risk register, with defined ownership and oversight

from the Board.

Metrics and targets

The Group monitors climate-related performance through a range of environmental metrics and indicators.

Greenhouse gas emissions

The Group reports Scope 1, Scope 2 and relevant Scope 3 emissions in accordance with the GHG Protocol

and SECR requirements. Further details are included in the Directors’ Report.

Energy usage

Energy consumption associated with digital infrastructure and event operations is monitored to identify

opportunities for efficiency improvements.

Sustainability indicators

Additional indicators monitored by the Group include:

•

proportion of events held in energy-efficient venues;

•

carbon intensity per digital user; and

•

progress towards the use of renewable-powered cloud services.

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The Group’s medium-term objectives include:

•

achieving a 10% reduction in emissions intensity (tCO₂e per €m revenue) by 31 December 2026,

using 2024 as the baseline year; this target has not been formally amended, however, following the

closure of the Berlin venue and the Group’s transition to a predominantly digital model, the

Directors consider the target to be of reduced strategic significance and it is under review;

•

transitioning to 100% renewable electricity for office and venue locations by 2027;

•

reducing carbon intensity per digital user by 30% by 2030 (baseline year: 2024); and

•

incorporating Scope 3 supplier engagement within the Group’s climate strategy by 2027. The timing

of this objective has been revised from 2025 to reflect changes in the Group’s supplier base following

the closure of the Berlin club and the transition to a more digitally focused operating model.

Progress against these objectives is reviewed annually by the executive team and monitored by the Audit

Committee.

s. 172 Statement

Section 172(1) of the Companies Act 2006 requires the Directors to act in a way that they consider, in good

faith, would be most likely to promote the success of the Company for the benefit of its members as a whole,

and in doing so to have regard (amongst other matters) to:

•

the likely consequences of any decision in the long term;

•

the interests of the Company’s employees;

•

the need to foster the Company’s business relationships with suppliers, customers and others;

•

the impact of the Company’s operations on the community and the environment; and

•

the desirability of the Company maintaining a reputation for high standards of business conduct.

The Board of Directors is collectively responsible for the long-term success of the Company. The Board

considers the interests of all stakeholders when making strategic and operational decisions and ensures that

appropriate governance, risk management and internal control frameworks are in place to support the

delivery of the Group’s strategy. Further details of the Group’s strategy, performance and principal risks are

set out in the Strategic Report on pages 4 to 24.

Employees

The interests and wellbeing of the Group’s employees are an important consideration in Board decision-

making. The Group seeks to maintain an open and supportive working environment where employees are

encouraged to contribute ideas and feedback. Training and professional development opportunities are

provided to support career development and the retention of key skills within the business.

Employees are regularly consulted through formal and informal communication channels, enabling staff to

provide input into management decisions. Annual pay and benefit reviews are undertaken to ensure that

remuneration remains competitive and aligned with the needs of the business. The Remuneration

Committee oversees executive remuneration and makes recommendations to the Board in relation to

executive compensation and share-based incentive arrangements.

Customers

The Group’s customers include both corporate partners and individual users of the World Chess Online

Arena and related products. The Group seeks to deliver high-quality products and services by continuing to

invest in product development, platform functionality and staff expertise. Maintaining strong relationships

with customers and ensuring a high-quality user experience remain key priorities for the Group.

Suppliers and business partners

The Group maintains relationships with a network of suppliers, consultants and business partners who

support the delivery of its operations across digital platforms, events and commercial activities. The Board

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recognises the importance of maintaining constructive and long-term relationships with these stakeholders

and seeks to engage with suppliers in a transparent and fair manner.

Community

The Group seeks to contribute positively to the communities in which it operates, including through the

organisation of chess tournaments, educational initiatives and partnerships with local organisations.

Activities in cities such as London, New York and Berlin aim to promote chess participation and support

local engagement with the sport.

Environment

The Board recognises its responsibility to consider the environmental impact of the Group’s operations. The

Group seeks to reduce its environmental footprint through efficient use of digital infrastructure, reducing

waste at events and minimising the use of paper by maintaining documentation in electronic form where

possible. Further information on climate-related matters is provided in the Climate-Related Financial

Disclosures section of this Strategic Report.

Maintaining high standards of business conduct

The Company is incorporated in England and Wales and governed by the Companies Act 2006. Following

its admission to the Main Market of the London Stock Exchange on 6 April 2023, the Company adopted the

Quoted Companies Alliance Corporate Governance Code as updated in 2023 (the “QCA Code”). The Board

recognises the importance of maintaining high standards of corporate governance and compliance with the

requirements of a Transition Category listing to ensure that the interests of shareholders and other

stakeholders are safeguarded.

The Company maintains policies and procedures designed to ensure high standards of ethical behaviour

across the organisation. Anti-corruption and anti-bribery training is mandatory for all staff and contractors,

and the Company operates a zero-tolerance policy towards bribery and unethical conduct. The Company’s

anti-bribery policy is included within the Employee Manual.

The Group is committed to providing a safe working environment and operates a whistleblowing policy that

allows employees to raise concerns confidentially. Strong financial controls and governance procedures are

maintained across the Group, with key business risks reviewed by the Audit Committee, which reports

regularly to the Board.

Conclusion

The Directors believe that, during the year, they have acted in the way they consider most likely to promote

the success of the Company for the benefit of its members as a whole, as required under Section 172(1) of the

Companies Act 2006.

This Strategic Report was approved by the Board on 20 April 2026 and signed on its behalf by:

Ilya Merenzon

Chief Executive Officer

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Corporate Governance Statement

As Interim Chairman, I work with my fellow Board members to ensure that the Company maintains strong

standards of corporate governance and that the Board operates effectively in the interests of the Company

and its stakeholders.

World Chess PLC has a Transition Category listing on the Main Market of the London Stock Exchange.

While this status subjects the Company to ongoing obligations under the Financial Conduct Authority’s

rules, it does not require compliance with the UK Corporate Governance Code.

Nevertheless, the Board recognises the importance of maintaining robust governance structures and

processes to support the Company’s long-term success. Accordingly, the Company has voluntarily adopted

the Quoted Companies Alliance (QCA) Corporate Governance Code, as updated 2023, and seeks to apply

its ten principles in full, to the extent considered appropriate given the size, structure, and stage of

development of the business.

The principles of the QCA Code, as updated in 2023, and the Company’s approach to each of them, are set

out in the table on pages 20 to 27. Where the Company has chosen to depart from any provisions of the

Code, the Board has provided a clear explanation of the reasons for doing so.

The Board continues to monitor its governance framework to ensure it remains fit for purpose. This includes

regular assessment of Board composition, diversity, and effectiveness, as well as oversight of key committees

and risk management processes.

This Corporate Governance Statement was approved by the Board on 20 April 2026 and signed on its behalf

by:

Neil Rafferty

Interim Chairman

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QCA Code – Application of the Ten Principles of Corporate Governance

Although not required to follow a specific corporate governance code due to its Transition Category listing,

the Board of World Chess PLC has voluntarily adopted the QCA Code as the framework for its governance

practices.

The table below outlines each of the QCA Code’s ten principles and sets out how the Company applies them

in practice. Where there are areas of partial compliance or alternative approaches, these are explained in the

relevant sections.

Deliver Growth

QCA Code

Principle Application

What we do and why

1. Establish a

strategy and

business model

which promote

long-term value

for shareholders

The Board must be able to

express a shared view of the

Company’s purpose, business

model and strategy. It should

go beyond describing products

and corporate structures and

explain how the Company

intends to deliver shareholder

value over the medium to long

term.

The Group’s purpose, business model and strategy

are described in the Strategic Report on page 4. The

Board’s strategy is focused on developing the World

Chess Online Arena and related digital products.

Principal risks are described on page 12 and climate-

related risks on pages 13-17. Internal control systems

are used to identify and manage risks supporting

the delivery of the Group’s long-term strategy.

2. Seek to

understand and

meet

shareholder

needs and

expectations

Directors must develop a good

understanding of the needs

and expectations of all

elements of the Company’s

shareholder base.

The Board must manage

shareholders’ expectations and

should seek to understand the

motivations behind

shareholder voting decisions.

The Board recognises the importance of maintaining

open and transparent communication with

shareholders, within the regulatory framework

applicable to a listed company. The Company

communicates with shareholders primarily through

regulatory announcements, the annual report and

accounts, and information made available on the

Company’s investor relations website.

The Company is committed to engaging with its

shareholders to ensure that its strategy, business

model and performance are clearly understood. The

Chief Executive Officer, and where appropriate the

Chief Financial Officer and Chair, seek to engage

with the Group’s major shareholders on a regular

basis and ensure that shareholder views are

communicated to the Board. During the year,

feedback from shareholders and other stakeholders

informed the Group’s increased focus on mobile

product development, platform functionality and

broader digital growth initiatives.

The Board recognises the Annual General Meeting

(AGM) as an important opportunity to engage

directly with shareholders, particularly private

investors. Directors are available to listen to the

views of shareholders and to respond to questions

regarding the Company’s activities.

Where shareholder voting outcomes differ from the

Board’s recommendations or expectations, the

Board will seek to understand the reasons for those

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QCA Code

Principle Application

What we do and why

voting decisions and, where appropriate, engage

with shareholders to address any concerns.

The Chair, Chief Executive Officer and Chief

Financial Officer act as the primary contacts for

investor relations matters. In responding to

shareholder enquiries, the Company ensures that

any information provided is publicly available and

consistent with market disclosure obligations.

3. Take into

account wider

stakeholder and

social

responsibilities

and their

implications for

long-term

success

Long-term success relies upon

good relations with a range of

different stakeholder groups

both internal (workforce) and

external (suppliers, customers,

regulators and others). The

Board needs to identify the

Company’s stakeholders and

understand their needs,

interests and expectations.

Where matters that relate to

the Company’s impact on

society, the communities

within which it operates or the

environment have the potential

to affect the Company’s ability

to deliver shareholder value

over the medium to long-term,

those matters must be

integrated into the Company’s

strategy and business model.

Feedback is an essential part of

effective control mechanisms

and systems should be in place

to solicit, consider and act on

feedback from stakeholder

groups.

The Company recognises the importance of

maintaining strong relationships with its key

stakeholders and ensuring that their interests are

considered in the development of the Group’s

strategy and business model. The Board and senior

management identify key stakeholders through

their ongoing involvement in the operations of the

business and through regular engagement with

stakeholders.

The Company’s principal stakeholders include

employees, subscribers of the World Chess Online

Arena, sponsors, commercial partners, suppliers

and investors. Engagement with these groups

enables the Company to better understand

stakeholder expectations and supports effective

decision-making.

The Company maintains a number of channels for

stakeholder engagement, including:

•

representing

the

Company

industry

events and conferences;

•

internal

communications

ensure

employees understand performance and

strategic objectives;

•

regular operational meetings and strategic

planning sessions;

•

engagement with sponsors and commercial

partners; and

•

monitoring

feedback

from

subscribers

through the Online Arena.

The Company also maintains dialogue with

strategic investors who have supported the Group’s

recent development and growth initiatives. These

investors bring relevant experience in digital

platforms and mobile application development and

provide insight that supports the Board’s strategic

thinking as the Company continues to develop the

World Chess Online Arena.

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4. Embed

effective risk

management,

throughout the

organisation

considering both

opportunities

and threats

The Board needs to ensure that

the Company’s risk

management framework

identifies and addresses all

relevant risks in order to

execute and deliver strategy;

companies need to consider

their extended business,

including the Company’s

supply chain, from key

suppliers to end-customer.

Setting strategy includes

determining the extent of

exposure to the identified risks

that the Company is able to

bear and willing to take (risk

tolerance and risk appetite).

The Board recognises that effective risk management

is essential to delivering the Group’s strategy and

protecting

long-term

shareholder

value.

The

principal risks and uncertainties facing the Group are

described in the Strategic Report on pages 12-13. The

Company uses internal control systems to identify

risks and implement appropriate measures to

monitor, manage and mitigate those risks.

Risk

management

embedded

within

the

governance framework of the Group. The Board

considers risks to the business at each Board meeting,

with at least ten meetings planned each year. In

addition,

the

Company

formally

reviews

and

documents the principal risks to the business at least

annually. Both the Board and senior management are

responsible for reviewing and evaluating risks and

ensuring that appropriate mitigation strategies are in

place.

Audit, risk and internal financial controls

The Company has established a framework of

internal financial controls, the effectiveness of which

is regularly reviewed by executive management and

the Audit Committee in light of ongoing assessments

of significant risks facing the business. The Audit

Committee assists the Board in discharging its

responsibilities

relating

financial

reporting,

accounting policies and the maintenance of effective

operational, business and financial controls.

The Audit Committee meets at least twice a year with

the Company’s external auditor to review the audit

process and discuss any matters relating to internal

control weaknesses, potential fraud risks or financial

reporting issues identified during the audit.

The

Board

responsible

for

reviewing

and

approving the Company’s overall strategy and

associated

budgets

and

plans.

structured

budgeting

and

planning

process

place,

supported by regular monitoring of performance

against budgets and updated forecasts during the

financial year.

The Board has ultimate responsibility for the

Group’s system of internal control and for

reviewing its effectiveness. However, any such

system can provide only reasonable, and not

absolute, assurance against material misstatement or

loss. The Group continues to review and enhance its

internal control systems to ensure they remain

appropriate for the size, complexity and risk profile

of the business.

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Maintain A Dynamic Management Framework

QCA Code

Principle Application

What we do and why

5. Maintain the

board as a well-

functioning,

balanced team

led by the chair

Board members have a

collective responsibility and

legal obligation to promote the

interests of the Company and

are collectively responsible for

defining corporate governance

arrangements. Ultimate

responsibility for the quality of,

and approach to, corporate

governance lies with the Chair

of the Board.

The Board and any committees

should receive high quality

information in a timely manner

to facilitate proper assessment

of matters requiring decision

or oversight. The Board should

maintain an appropriate

balance between executive and

non-executive directors and

should include at least two

independent non-executive

directors, with independence

determined by the Board.

The Board should also be

supported by committees, such

as audit, remuneration and

nomination committees, with

the appropriate skills and

knowledge to discharge their

duties effectively. Directors

must commit sufficient time to

fulfil their roles and

responsibilities.

The Company is governed by the Board of

Directors. The Non-Executive Chair is responsible

for the leadership and effective operation of the

Board, while the Chief Executive Officer has

executive responsibility for managing the Group’s

business and implementing the Group’s strategy.

All Directors receive regular and timely information

regarding the Group’s operational and financial

performance. Relevant information is circulated to

Directors in advance of Board and committee

meetings to ensure that informed decisions can be

made. Directors also have direct access to the advice

and services of the Company’s Company Secretary

and may obtain independent professional advice,

where necessary, at the Company’s expense.

The Board currently comprises three Executive

Directors and two Non-Executive Directors.

Following the resignation of Graham Woolfman as

Chairman on 14 February 2025, the Board is in the

process of recruiting an additional Non-Executive

Director and Chair. In doing so, the Board seeks to

maintain an appropriate balance between

independence, experience and knowledge of the

Company in order to ensure that it continues to

operate effectively.

The Board has a formal schedule of matters reserved

for its decision and is supported by the Audit

Committee and Remuneration Committee. Given

the size and composition of the Board, a separate

Nomination Committee is not currently considered

necessary. In November 2024, the Board agreed that

the responsibilities typically undertaken by a

Nomination Committee would be assumed by the

Remuneration Committee, which now oversees

matters relating to Board composition, succession

planning and the appointment of new directors.

The Company has procedures in place to manage

potential or actual conflicts of interest involving

Directors. The Board is aware of the external

commitments of its Directors, and any changes to

those commitments are reported to and, where

appropriate, approved by the Board. Each Director

commits sufficient time to fulfil their responsibilities

to the Company.

Details of the number of Board and committee

meetings held during the year, together with

Directors’ attendance, are provided on page 30.

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GOVERNANCE

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QCA Code

Principle Application

What we do and why

6. Ensure that

between them

the directors

have the

necessary up-to-

date experience,

skills and

capabilities

The Board must have an

appropriate balance of sector,

financial and public markets

skills and experience, as well as

an appropriate balance of

personal qualities and

capabilities.

The Board should consider

diversity, including gender

balance, as part of its

composition. The Board should

not be dominated by one

person or group, and should

remain capable of independent

and objective decision-making.

As companies evolve, the mix

of skills and experience

required on the Board will

change and board composition

should evolve accordingly.

Details of each Director, including a summary of

their experience and background, are provided on

pages 29 to 30. The Board collectively possesses a

broad range of relevant skills and experience,

including expertise in financial management, capital

markets, fundraising, mergers and acquisitions, and

the management and development of growing

businesses.

The Board believes that this combination of skills

and experience enables it to effectively oversee the

Company’s strategy and operations. The Directors

bring perspectives from a variety of professional

backgrounds, supporting constructive discussion

and independent decision-making.

Following the resignation of Graham Woolfman as

Chairman on 14 February 2025, the Board has

commenced a search for a new Non-Executive

Director and Chair. The Board believes that

appointing an individual with additional experience

in digital platforms and sports development would

further strengthen the Board’s capabilities as the

Company continues to develop the World Chess

Online Arena.

Any appointment will be made on merit, against

objective criteria, and with due regard to

maintaining an appropriate balance of skills,

experience and diversity on the Board, including

gender and ethnic diversity.

7. Evaluate

board

performance

based on clear

and relevant

objectives,

seeking

continuous

improvement

The Board should regularly

review the effectiveness of its

performance as a unit, as well

as that of its committees and

individual directors.

Board performance reviews

may be carried out internally

or, from time to time, with the

assistance of an external

facilitator.

The review process should

identify development or

mentoring needs of individual

directors or the wider senior

management team. Periodic

refreshment of the Board is

important and succession

planning is a key responsibility

of the Board.

The Board undertakes periodic evaluations of its

effectiveness and performance, including

consideration of the performance of its committees

and individual Directors. A formal evaluation of the

Board’s operation and performance was undertaken

in December 2024, with input from an external

facilitator, to ensure that the Board continues to

operate effectively and that Directors remain

independent and committed to their roles.

The review considered Board composition, the

effectiveness of meetings, the quality of information

provided to Directors and the effectiveness of the

Board’s committees. The evaluation process helps

identify opportunities for improvement and

supports the continued development of the Board

and senior management team.

The Board keeps its composition under review and

has commenced a process to recruit a new Non-

Executive Chair with experience relevant to the

Company’s strategic focus on digital platforms and

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QCA Code

Principle Application

What we do and why

sports media.

In accordance with the Company’s Articles of

Association, Directors are subject to periodic re-

election by shareholders and stand for re-election at

the Annual General Meeting at least every three

years.

8. Promote a

corporate

culture that is

based on ethical

values and

behaviours

The Board should embody and

promote a corporate culture

that is based on sound ethical

values and behaviours and use

it as an asset and a source of

competitive advantage.

The policy set by the board

should be visible in the actions

and decisions of the chief

executive and the rest of the

management team.

Corporate values should guide

the objectives and strategy of

the Company.

The culture should be visible in

every aspect of the business,

including recruitment,

nominations, training and

engagement. The performance

and reward system should

endorse the desired ethical

behaviours across all levels of

the Company.

The corporate culture should

be recognisable throughout the

disclosures in the annual

report, website and any other

statements issued by the

Company.

The Board seeks to promote a culture based on

integrity, transparency and responsible business

conduct, and aims to lead by example in acting in

the best interests of the Company and its

stakeholders. These values underpin the Company’s

strategy and day-to-day operations.

The Company has adopted a Code of Conduct

which sets out the Board’s expectations in relation to

ethical behaviour, social responsibility,

sustainability, respect for human rights and

professional standards for employees and

contractors. The Company seeks to conduct its

business with honesty and integrity, while

respecting the interests of employees, partners,

subscribers and other stakeholders.

The Board recognises that a strong corporate

culture, based on integrity, transparency and fair

play, is critical to the long-term success of the

Group. Ethical standards are particularly important

in the context of the Company’s online chess

platform, where principles of fair play, transparency

and trust underpin the integrity of the user

experience and the reputation of the platform. The

Company therefore promotes high standards of

conduct across its digital products and events.

The Company has also adopted a share dealing code

for Directors and relevant employees to ensure

compliance with the retained EU law version of the

Market Abuse Regulation (MAR). This helps ensure

that trading in the Company’s securities is

conducted in accordance with applicable legal and

regulatory requirements.

9. Maintain

governance

structures and

processes that

are fit for

purpose and

support good

decision-

making by the

The Company should maintain

governance structures and

processes that are appropriate

to its size, complexity and risk

profile. These structures

should support effective

decision-making by the Board

and should evolve over time in

line with the Company’s

strategy, business model and

The Board meets regularly during the year, at least

six times, either in person or via electronic means,

with additional meetings convened as required.

Directors receive timely and relevant information in

advance of meetings, supported by formal agendas

and Board papers circulated several days

beforehand to facilitate informed decision-making.

Directors are encouraged to challenge proposals and

decisions are taken following discussion and

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QCA Code

Principle Application

What we do and why

Board

stage of development.

consideration by the Board.

The Board is responsible for the long-term success

and strategic direction of the Company. A formal

schedule of matters reserved to the Board is in place

and includes responsibility for approving strategy,

reviewing budgets, monitoring financial

performance and overseeing the Group’s exposure

to key business risks. There is a clear division of

responsibilities at the head of the Company: the

Chair leads the Board and ensures appropriate

strategic focus, while the Chief Executive Officer is

responsible for proposing strategy and overseeing

the execution of the Group’s operations through the

executive management team.

The Board is supported by the Audit Committee

and the Remuneration Committee. Senior executives

below Board level may attend Board meetings

where appropriate to present updates and

contribute to discussions.

The Audit Committee meets at least three times a

year and is responsible for reviewing the half-yearly

and annual financial statements, overseeing the

effectiveness of the internal control environment

and maintaining communication with the external

auditor. The Committee also reviews the

independence of the external auditor and considers

matters identified during the audit process.

The Remuneration Committee meets at least twice a

year and makes recommendations to the Board

regarding the remuneration of Executive Directors

to ensure that compensation appropriately reflects

their responsibilities and performance.

Given the size and composition of the Board, the

responsibilities typically undertaken by a

Nomination Committee are currently performed by

the Remuneration Committee, following a Board

decision in November 2024.

The Board keeps its governance structures under

review and is committed to evolving its governance

arrangements over time in line with the Company’s

development and in accordance with the QCA

Corporate Governance Code, as updated in 2023.

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 27 of 87

Build Trust

QCA Code

Principle Application

What we do and why

10.

Communicate

how the

Company is

governed and is

performing by

maintaining a

dialogue with

shareholders

and other

relevant

stakeholders.

A healthy dialogue should

exist between the Board and all

of its stakeholders, including

shareholders, to enable

informed decisions about the

Company.

Appropriate communication

structures should exist

between the Board and all

elements of the shareholder

base to support the

communication of shareholder

views to the Board and to help

shareholders understand the

Company’s circumstances,

strategy and performance. It

should be clear where these

communication practices are

described, whether in the

annual report or on the

Company’s website.

The Company maintains regular communication

with shareholders and the wider investment

community through a number of channels. These

include the Annual Report and Accounts, regulatory

announcements, including full-year and half-year

results, the Annual General Meeting, and

engagement with investors through meetings and

presentations where appropriate.

The Board recognises the importance of maintaining

an open dialogue with both institutional and retail

shareholders. The Company may hold meetings

with existing and potential investors and participate

in investor presentations to help ensure that the

Company’s strategy, business model and

performance are clearly understood.

A range of corporate information, including

regulatory announcements, financial reports and

investor presentations, is available on the

Company’s website at www.worldchess.com.

The Company’s Annual Report and Accounts and

Notices of General Meetings are published on the

website in the investor relations section. The results

of voting on all resolutions at general meetings are

announced via RNS and made available on the

Company’s website.

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 28 of 87

Board of Directors

Board composition

The Board currently comprises three Executive Directors, the Interim Non-Executive Chair and one further

Non-Executive Director.

The Board recognises the current vacancy for a permanent Non-Executive Chair and has commenced a

search for a candidate with experience in the digital and sports development sectors, which will complement

the Board’s existing blend of industry, financial and public markets experience.

The Board considers that it has an appropriate balance of skills and experience, including digital platform

development, chess and sports industry expertise, financial management and public markets experience,

which supports the delivery of the Group’s strategy.

The Audit Committee and Remuneration Committee are comprised solely of Non-Executive Directors. The

role of the Nomination Committee is currently performed by the Remuneration Committee. The Board

considers this arrangement appropriate given the current size and composition of the Board. When

separately constituted, the Nomination Committee will also comprise Non-Executive Directors.

Board changes during the period

Graham Woolfman stepped down as Non-Executive Chairman on 14 February 2025. Following his

resignation, Neil Rafferty, a Non-Executive Director, was appointed Interim Chairman.

On 12 February 2026, the Company announced that Neil Rafferty had resigned as Interim Chairman and

Director and will step down from the Board effective 11 May 2026, or earlier if a successor is appointed.

The Board has commenced a process to recruit a new Non-Executive Chair with experience relevant to the

Company’s strategic focus on digital platforms and sports media.

Role of the Board

The Board is collectively responsible for the long-term success of the Group. It provides entrepreneurial

leadership within a framework of effective controls that enables risk to be assessed and managed.

The Board determines the Group’s strategy and ensures that the necessary financial and operational

resources are in place to achieve the Company’s strategic objectives. It reviews management performance

and monitors the financial position and business performance of the Group.

The Board also oversees the Group’s risk management and internal control framework, including the

Company’s approach to compliance, corporate governance and ethical conduct.

The Board is responsible for establishing and maintaining the Group’s risk management and internal control

systems. These systems are designed to manage rather than eliminate risk and can therefore only provide

reasonable, not absolute, assurance against material misstatement or loss. The Board has reviewed the

effectiveness of the Group’s internal control framework during the year and considers it appropriate for the

size, complexity and stage of development of the business.

During the year, the Board undertook an internal evaluation of its effectiveness and that of its Committees.

The review considered Board composition, information flows and decision-making processes and concluded

that the Board operates effectively. The review also identified the continued strengthening of non-executive

representation and the appointment of a permanent Chair as priorities.

Non-Executive Directors are expected to devote at least two days per month to their duties, while Executive

Directors devote such time as is necessary for the proper performance of their responsibilities.

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GOVERNANCE

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Board Committees

Audit Committee

During the year, the Audit Committee comprised Graham Woolfman, Jamison Reed Firestone and Neil

Rafferty (Chair). Graham Woolfman stepped down from the Committee following his resignation as Non-

Executive Chairman on 14 February 2025.

The Committee is responsible for monitoring the integrity of the Company’s financial statements, reviewing

the effectiveness of the Group’s internal control and risk management systems, and overseeing the

relationship with the external auditor.

The Committee reviews reports from the Company’s auditors relating to accounting and internal controls

and makes recommendations to the Board regarding the appointment and remuneration of the external

auditor.

The Audit Committee meets at least twice each year.

Remuneration Committee

During the year, the Remuneration Committee comprised Graham Woolfman (Chair), Jamison Reed

Firestone and Neil Rafferty. Graham Woolfman stepped down from the Committee following his resignation

as Non-Executive Chairman on 14 February 2025, and Neil Rafferty was appointed as Chair of the

Committee therafter on an interim basis.

The Remuneration Committee is responsible for reviewing and recommending the remuneration framework

for senior management, including Executive Directors, and for determining bonus arrangements and share

option awards where applicable.

The Committee seeks to ensure that remuneration arrangements support the long-term success of the

Company and align the interests of management with those of shareholders.

The Remuneration Committee meets as and when required.

The responsibilities typically undertaken by a Nomination Committee are currently performed by the

Remuneration Committee, following a Board decision in November 2024.

Executive Directors

Ilya Merenzon - Chief Executive Officer

Ilya holds an MPhil in Economics and an MBA and has extensive experience in communications, finance and

public markets advisory. Prior to founding World Chess, he worked in the New York Mayor’s Office and

later led a communications and government relations practice in New York, advising clients including the

New York Stock Exchange and The New York Times. He has also advised on several IPOs, including the

listing of Rostelecom.

Matvey Shekhovtsov - Chief Operating Officer

Matvey holds a Master’s degree in International Economic Law from the Moscow State Institute of

International Relations and a Master I degree in European and French Economic Law from Paris 1 Panthéon-

Sorbonne University. He joined the World Chess project in 2014 and oversees the Company’s day-to-day

operations with a focus on compliance, corporate governance and finance.

Richard Collett - Chief Financial Officer

Richard is a member of the Chartered Institute of Management Accountants (CIMA) and a non-practising

barrister. He holds a degree in Economics from the University of Leeds and a Postgraduate Diploma in Law

from City Law School, City University of London. He has nearly 20 years’ experience in senior finance roles

across listed and private companies, including as Chief Financial Officer of Live Company Group PLC.

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Non-Executive Directors

Jamison Reed Firestone - Non-Executive Director

Jamison is a graduate of Tulane Law School and a member of the New York Bar. He founded the first

independent foreign law firm in Russia and has extensive experience advising businesses on legal and

governance matters. He previously served on the Board of the American Chamber of Commerce in Russia.

Neil Rafferty - Non-Executive Director and Interim Chair (until May 2026)

Neil has held senior executive roles in the telecommunications and technology sectors, including as CEO of

Easynet PLC, Priority Telecom, and UCS, a pan-European network carrier. He previously held senior roles at

Cisco Systems and has also served as a Non-Executive Director of Ethernity Networks Ltd, an AIM-quoted

company.

Market Abuse Regulation

The Company has adopted a share dealing policy which sets out the requirements and procedures for

Directors and applicable employees dealing in the Company’s ordinary shares in accordance with the UK

Market Abuse Regulation (MAR) as implemented under the European Union (Withdrawal) Act 2018.

Meeting Attendance

Board

Audit

Committee

Remuneration

Committee

Ilya Merenzon

Matvey Shekhovtsov

Jamison Firestone

Graham Woolfman – resigned 14 February 2025

n/a

Richard Collett

Neil Rafferty

Richard Collett attends the Audit Committee meetings by invitation.

During the year ended 31 December 2025 the Board met 20 times, including scheduled and ad-hoc meetings

held to consider strategic, operational and financing matters. The Audit Committee met three times, and the

Remuneration Committee did not meet during the year. Given the size of the Board matters typically

considered by the Remuneration Committee were addressed by the full Board. (2024: the Board met thirteen

times, the Audit Committee met twice, and the Remuneration Committee met once).

Directors’ Interest in Shares

The interest of Directors and their connected persons in shares of the Company were:

31 December 2025

31 December 2024

Ilya Merenzon

363,012,818

404,520,000

Matvey Shekhovtsov

33,350,000

Jamison Firestone

5,560,000

Graham Woolfman – resigned 14 February 2025

Richard Collett

5,319

Neil Rafferty

By an agreement dated 28 April 2023, Graham Woolfman was granted an option over 6,669,055 Ordinary

Shares exercisable between 6 April 2024 and 6 April 2029 at a price of €0.07 (seven euro cents) per share.

These options lapsed unexercised.

By an agreement dated 28 April 2023 Neil Rafferty was granted an option over 1,667,264 Ordinary Shares

exercisable between 6 April 2024 and 6 April 2029 at a price of €0.07 (seven euro cents) per share.

The Company does not have an annual or long-term incentive scheme in place, except for the issue of share

options as detailed above, for any of the Directors and as such there are no disclosures in this respect.

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

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Term of Appointment

Year of

appointment

Number of

years

completed

Date of current

engagement

letter

Ilya Merenzon

2017

6 April 2023

Matvey Shekhovtsov

2017

6 April 2023

Jamison Firestone

2020

6 April 2023

Graham Woolfman – resigned 14 February 2025

2023

6 April 2023

Richard Collett

2023

6 April 2023

Neil Rafferty

2023

6 April 2023

Board Diversity

Sex

Number of

Board

members

Percentage

of the

Board

Number of senior positions

on the Board (CEO, CFO,

SID and Chair)

Men

100%

Women

Not specified/prefer not to say

Ethnic background

Number of

Board

members

Percentage

of the

Board

Number of senior positions

on the Board (CEO, CFO,

SID and Chair)

White British or other White

(including

minority-white groups)

100%

Mixed/Multiple Ethnic Groups

Asian/Asian British

Black/African/Caribbean/Black British

Other ethnic group, including Arab

Not specified/ prefer not to say

The data used in the above disclosures has been collected through self-identification by the Directors and

reflects the position as at 31 December 2025.

The Directors are the only key management personnel of the Company and the Company has no employees

other than its Directors; accordingly, no further analysis by sex is presented.

The Board confirms that, as at 31 December 2025, the Company has not met the FCA Listing Rule targets for

board diversity, as it did not have at least 40% female representation on the Board, did not have a woman in

one of the senior Board positions (Chair, Chief Executive Officer, Senior Independent Director or Chief

Financial Officer), and did not have a director from a minority ethnic background.

The Board recognises the limitations of its current composition and will have due regard to the benefits of

diversity, including sex and ethnic background, when considering future Board appointments.

Board Development

The Directors receive regular updates on legal, regulatory and corporate governance developments from the

Group’s financial advisers, Company Secretary, external auditor and other professional advisers to ensure

that the Board remains informed of relevant changes affecting the Company and its governance framework.

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Directors are encouraged to maintain and develop their knowledge and skills. This is achieved through a

combination of formal continuing professional development where appropriate, participation in professional

bodies and industry forums, and ongoing engagement with advisers and relevant market developments.

Audit Committee Report

Since the IPO in 2023 the Board established an Audit Committee with formally approved Terms of

Reference, to support the Board in its oversight of the Company’s financial reporting, internal control

framework, and risk management systems, and to safeguard the integrity and transparency of the

Company’s financial disclosures.

Overview of Activities

During the year, the Audit Committee discharged its responsibilities by reviewing the Company’s financial

reporting processes, and compliance with applicable legal and regulatory requirements.

Oversight of Financial Reporting

The Committee has reviewed the Company’s financial statements and recommended them to the Board for

approval, having satisfied itself that they are fair, balanced, and understandable and provide the information

necessary for shareholders to assess the Company’s performance, business model, and strategy.

In doing so, the Committee:

•

Considered compliance with UK-adopted International Accounting Standards, and the relevant

provisions of the Companies Act 2006.

•

Reviewed significant accounting policies, estimates, and judgements.

The Committee paid particular attention to significant financial reporting matters, including revenue

recognition, the assessment of going concern and the accounting for discontinued operations relating to the

closure of the Berlin club. The Committee reviewed management’s assumptions, supporting evidence and

judgements in these areas and discussed them with the external auditor, and was satisfied that they were

appropriate.

External Audit

The Committee assessed the independence, objectivity, qualifications, and performance of the external

auditor, Moore Kingston Smith LLP, and remains satisfied with their effectiveness.

The Committee noted that this is the fourth year of Moore Kingston Smith LLP’s tenure. While the Company

does not currently have a formal auditor rotation policy, the Committee continues to keep auditor

independence and effectiveness under review.

The Committee also:

•

Reviewed and approved the external audit plan, including scope, materiality, and key audit risks.

•

Monitored the progress and outcomes of the audit.

•

Discussed findings with the external auditors, including any significant issues arising.

•

Ensured appropriate communication between the auditors and the Board.

Internal Controls and Risk Management

The Committee reviewed the effectiveness of the Company’s internal control and risk management systems

and is satisfied that these systems are appropriate to the size and complexity of the business.

The Company does not currently have a formal internal audit function. The Committee considers that, given

the size and stage of development of the business, existing financial and operational controls provide

appropriate assurance. The need for an internal audit function is kept under periodic review.

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GOVERNANCE

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Approval

This Audit Committee Report was approved by the Audit Committee on 20 April 2026 and signed on its

behalf by:

Neil Rafferty

Chair of the Audit Committee

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GOVERNANCE

Page 34 of 87

Directors’ Remuneration Report

The Board recognises the importance of attracting, retaining and motivating talented individuals

within both the Board and the wider management team in order to support the long-term success

of the Company.

The Remuneration Committee is responsible for reviewing and recommending the remuneration

arrangements for Directors and senior management. This includes considering the structure of

remuneration packages, reviewing performance-related remuneration and ensuring that

remuneration policies are aligned with the long-term interests of shareholders.

The Company has not received any specific feedback from shareholders in respect of Directors’

remuneration during the year. Where appropriate, the Board will take into account shareholder

views in the formulation and implementation of the Directors’ remuneration policy.

The Company has no employees other than its Directors; however, the Group employs staff across

its subsidiary undertakings. While no formal consultation has been undertaken at the Company

level, the Board has had regard to pay and employment conditions across the Group when

developing the Directors’ remuneration policy.

The Company’s Remuneration Policy was approved by shareholders at the Annual General

Meeting held on 25 June 2025, with 99.99% of votes cast in favour, 0.01% against (representing

1,500 shares).

The Remuneration Committee did not meet during the year ended 31 December 2025. Given the

size of the Board and the absence of material changes to remuneration arrangements during the

year, matters typically considered by the Remuneration Committee were addressed by the full

Board where appropriate. No Director participates in decisions relating to their own remuneration.

Policy table for Executive Directors

Basic Salary

Purpose and link

to strategy

Operation

Opportunity & Performance

Conditions

Attract, retain,

and reward high

calibre directors

and managers.

Salary levels (and subsequent

increases) are set after reviewing

various factors including individual

and Company performance, role

and responsibility, internal

relativities such as the increases

awarded to other employees and

prevailing market levels at

companies of comparable status

and market value, considering the

total remuneration package.

Salaries are normally reviewed

annually, however there is no

guarantee of an increase following

such review.

While there is no maximum salary

level or maximum increase that

may be offered, salary increases

will normally be in line with typical

increases awarded to other

employees in the Group.

There are no specific performance

criteria, although performance of

both the Company and the

individual are taken into account

when determining an appropriate

level of base salary (or subsequent

increase).

Benefits

Attract, retain,

and reward high

Benefits, which are on similar terms

to those offered to the wider

There is no prescribed maximum

limit. However, the Committee

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 35 of 87

calibre directors

and managers.

workforce or required to remain

market competitive, generally

include private medical cover and

life assurance cover.

Overseas recruitment or an

international assignment may

require the benefits package to be

more tailored and may include, for

example, relocation costs, as

necessary.

monitors annually the overall cost

of the benefits provided.

Pension

Attract, retain and

reward high

calibre directors

and managers.

Defined contribution pension

benefits reflect relevant market

practice and are determined by the

automatic enrolment laws under

the Pensions Act 2008 and a

potential separate private pension

plan arranged by the Company.

There is no prescribed maximum

limit.

However,

the

Committee

monitors annually the overall cost of

the benefits provided.

Bonus

Rewards both

short and long-

term

performance.

Bonus arrangements encourage and

reward the delivery of business

objectives. Bonus payments are

discretionary and conditional upon

the director or manager meeting in

full or in part specific conditions

and targets.

Bonus may be based on a mix of

financial, operational, strategic, and

individual performance measures.

The exact metrics are determined

each year depending on the key

goals for the forthcoming year and

the annual bonus is normally paid

in cash.

There is no prescribed maximum

limit.

However,

the

Committee

monitors annually the overall cost of

the benefits provided.

Shareholding

Aligns interests of

directors and

managers with

shareholders.

The Company intends to adopt an

incentive plan under which it may

award new Ordinary Shares to

directors, employees and

consultants pursuant to share

option and incentive schemes

approved by the Board.

It is intended that any individual

awards under any such scheme will

be subject to vesting and/or

performance conditions.

Ordinary Shares under such plans

will not exceed three percent of the

Company’s issued Ordinary Shares

from time to time without the prior

approval of Shareholders.

The Chief Executive Officer, Ilya

Merenzon, and Chief Operating

Officer, Matvey Shekhovtsov, built

up significant shareholdings in the

Company prior to listing.

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The Company has not presented a remuneration scenario chart for executive Directors, as the current

remuneration structure does not include material variable or performance-related components.

Policy table for Non-executive Directors

Fees

Purpose and link

to strategy

Operation

Opportunity & Performance

Conditions

Attract, retain,

and reward high

calibre directors.

Director fees (and subsequent

increases) are set after reviewing

various factors including individual

responsibilities, such as Committee

Chairmanship, time commitment,

general employee pay increases,

and prevailing market levels at

companies of comparable status

and market value.

Fee increases are normally

reviewed annually.

Non-executive Directors are also

reimbursed for reasonable expenses

incurred in connection with their

duties to the Company.

There is no maximum fee level or

maximum increase that may be

offered and there are no specific

performance criteria.

Shareholding

Aligns interests of

directors and

with

shareholders.

The Company considers ownership

of Company shares by non-

executive directors as a positive

alignment of their interest with

shareholders.

Non-executive directors may

therefore be invited to participate in

any incentive share plan the

Company may adopt. It is intended

that any individual awards under

any such scheme will be subject to

vesting and/or performance

conditions.

The Company’s Executive Directors

will periodically review the

shareholdings of the Non-executive

Directors and will seek guidance

from its advisors if, at any time, it is

concerned that the shareholding of

any Non-executive Director may, or

could appear to, conflict with their

duties as an independent non-

executive Director.

There is no target shareholding and

there are no specific performance

criteria, however the Company’s

Executive Directors will

periodically review the

shareholdings of the Non-executive

Directors and will seek guidance

from its advisors if, at any time, it is

concerned that the shareholding of

any Non-executive Director may, or

could appear to, conflict with their

independence.

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The Company has not presented a total shareholder return performance graph or a ten-year historical

remuneration table for the Chief Executive Officer, as it was admitted to trading in 2023 and therefore has a

limited trading history. The Board considers that such disclosures would not provide meaningful additional

information to shareholders at this stage.

The Company has no employees other than its Directors and has not paid any dividends or undertaken any

share buybacks during the year. Accordingly, the Directors do not consider a comparison of relative spend

on pay to be meaningful.

Remuneration of Directors 2025 (audited)

Salary and

fees €

Benefits-in-kind

€

Pension

contributions €

2025

Total €

Ilya Merenzon

212,400

Matvey Shekhovtsov

116,900

Jamison Firestone

37,372

903

38,275

Graham Woolfman

18,645

Richard Collett

116,788

1,543

118,331

Neil Rafferty

47,972

550,077

2,446

552,523

1 – Pension contributions for Mr Collett and Mr Firestone are in accordance with the auto enrolment provisions of the Pensions Act 2008

2 – Graham Woolfman resigned 14 February 2025

Changes to Directors’ base salaries or fees during the year are reflected in the table above. In particular, Neil

Rafferty’s fees increased following his appointment as Interim Chairman, and Matvey Shekhovtsov’s

remuneration returned to its previous level following his return from paternity leave. No compensation for

loss of office was paid to or receivable by any Director or past Director during the year (2024: nil).

Remuneration of Directors 2024 (audited)

Salary and

fees €

Benefits-in-kind

€

Pension

contributions €

2024

Total €

Ilya Merenzon

212,400

Matvey Shekhovtsov

96,200

Jamison Firestone

37,847

773

38,620

Graham Woolfman

50,706

Richard Collett

118,264

1,561

119,825

Neil Rafferty

37,899

553,316

2,334

555,650

1 – Pension contributions for Mr Collett and Mr Firestone are in accordance with the auto enrolment provisions of the Pensions Act 2008

In 2025 and 2024 all remuneration was fixed.

Policy on payment for loss of office

Executive Directors’ service agreements include provisions relating to notice periods and payments in lieu of

notice. The circumstances surrounding any termination of employment will be considered on a case-by-case

basis, with the Board seeking to ensure that any payments are consistent with contractual obligations and

the best interests of the Company and its shareholders.

Service agreements may be terminated without notice or payment in lieu of notice in cases of gross

misconduct. The Company may require an Executive Director to continue working during their notice

period or may place them on garden leave, particularly where the individual has access to commercially

sensitive information.

The Remuneration Committee retains discretion to approve appropriate payments in connection with the

cessation of employment where necessary to fulfil contractual obligations or to settle potential claims arising

from the termination of employment.

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GOVERNANCE

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Such payments may include contractual notice payments, reasonable relocation costs, tax equalisation costs

where applicable, outplacement support and reasonable legal or professional advisory fees incurred in

connection with the cessation of office.

No payments for loss of office were made during the year. A payment in lieu of notice of €12,409 was made

to a former Director in accordance with the terms of their service agreement and is included within

remuneration.

Service agreements and Letters of Appointment

Executive Directors have service agreements with the Company, while Non-Executive Directors are

appointed under letters of appointment. Copies of these agreements are available for inspection at the

Company’s registered office.

Executive Directors’ service agreements are typically terminable on six months’ notice, except for the Chief

Financial Officer whose agreement is terminable on three months’ notice. The agreements include customary

confidentiality and post-employment restrictive covenants.

Non-Executive Directors are appointed under letters of appointment which are terminable on three months’

notice by either party.

Details of current Directors’ agreements are summarised below.

Executive Directors

Director

Position

Date of agreement

Notice period

Ilya Merenzon

Chief Executive Officer

6 April 2023 (amended

30 June 2025)

6 months

Matvey Shekhovtsov

Chief Operating Officer

6 April 2023 (amended

27 June 2025)

6 months

Richard Collett

Chief Financial Officer

6 April 2023

3 months

Ilya Merenzon and Matvey Shekhovtsov also have German employment agreements dated 1 March 2022 in

respect of duties undertaken for World Chess Europe GmbH, which were amended in June 2025 (effective 1

July 2025) to reflect a reallocation of remuneration between World Chess PLC and World Chess Europe

GmbH, with no change to total remuneration.

Non-Executive Directors

Director

Date of agreement

Notice period

Jamison Reed Firestone

6 April 2023

3 months

Neil Rafferty

6 April 2023

3 months

Neil Rafferty was appointed Interim Chairman on 14 February 2025.

Graham Woolfman resigned as Non-Executive Chairman and Director on 14 February 2025.

Material Interests

So far as the Board is aware, no director had any material interest in a contract of significance (other than

their service contract) with the Company or any of its subsidiary companies during the year.

This Remuneration Report was approved by the Remuneration Committee on 20 April 2026 and signed on

its behalf by:

Neil Rafferty

Chair of the Remuneration Committee

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Directors’ Report

The Directors present their Annual Report and the audited Group and Company financial statements of

World Chess PLC for the year ended 31 December 2025.

In accordance with section 414c (11) of the Companies Act 2006, the Directors have chosen to include

information about the future developments, principal risks and uncertainties and relationships with

employees, customers and suppliers in the Strategic Report.

Principal Activities

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

globally through the commercial offering of different chess-related activities, including the organisation of

top-level tournaments, operation of the official online gaming platform of FIDE and other sport, lifestyle and

social activities, and merchandise related to chess.

Directors

The Directors who served during the period, and up to the date of this report, except where stated, were as

follows:

•

Ilya Merenzon

•

Matvey Shekhovtsov

•

Jamison Reed Firestone

•

Graham Woolfman (resigned 14 February 2025)

•

Richard Collett

•

Neil Rafferty

Dividends

The Directors do not propose a dividend in respect of the year ended 31 December 2025 (2024: €nil).

Political donations

The Company did not make any political donations or expenditure in the year (2024: €nil).

Directors' and officers’ indemnity insurance

During the year, Directors’ and officers’ liability insurance was maintained for Directors and other officers of

the Company as permitted by the Companies Act 2006.

Financial risk management

The Group’s financial risk management objectives are detailed in note 22.

Subsequent Events

Events occurring after the reporting period have been detailed in the Strategic Report and in note 30.

Current Director Shareholdings

The interests of the Directors in the share capital of the Company, including those of their connected

persons, are set out below and reflect their interests as at the date of this report:

No. of shares

at 20 April 2026

Ilya Merenzon

371,812,818

34.12

Matvey Shekhovtsov

33,350,000

3.06

Jamison Firestone

5,560,000

0.51

Richard Collett

5,319

0.00

Neil Rafferty

By an agreement dated 28 April 2023 Neil Rafferty was granted an option over 1,667,264 Ordinary Shares

exercisable between 6 April 2024 and 6 April 2029 at a price of €0.07 (seven euro cents) per share.

The Company does not have an annual or long-term incentive scheme in place other than the share options

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 40 of 87

described above for certain Directors and, as such, no further disclosures are required in this respect.

Substantial Shareholdings

The Directors were advised of the following significant direct and indirect interests in the issued share

capital of the Company above 3% as at 20 April2026:

No. of shares

Ilya Merenzon

371,812.818

34.12

Valery Kurylau

145,131,934

13.32

Dmitri Lipnitsky

145,131,934

13.32

Prytek Investment Holdings Pte Ltd

83,910,000

7.70

Yuri Milner

50,455,671

4.61

Andrey Insarov

61,907,662

5.68

Matvey Shekhovtsov

33,350,000

3.06

1 – Yuri Milner’s interest includes ordinary shares held by Breakthrough Initiatives Ltd, Steinitz Investments Ltd, and Euler Fund

L.P., entities over which he exerts significant influence.

2 – Andrey Insarov’s interest includes ordinary shares held by Intis Telecom Limited an entity over which he exerts significant

control.

Controlling Shareholder

Ilya Merenzon, who is the Chief Executive Officer of the Group, holds 33.31% of the total issued share capital

of the Company.

A relationship agreement dated 6 April 2023 between Mr Merenzon, the Company and Novum Securities

Limited (‘Novum’) pursuant to which Mr Merenzon has agreed with the Company and Novum that for such

time as he and his affiliates own or control interests in Ordinary Shares comprising not less than 25% of the

Company’s issued Ordinary Shares from time to time, he will not exercise and will procure that his affiliates

will not exercise, his voting rights to influence the Directors or to change the Company’s articles of

association to result in his position and those of his affiliates being preferred or promoted ahead of those of

other shareholders, and to exercise (or to refrain from exercising, as the case may be) such voting rights so as

to ensure that the Company is managed and conducted independently from him and such affiliates acting as

majority shareholder on the operational level.

Aside from as stated above, to the best of the Directors’ knowledge no-one, directly or indirectly, acting

jointly, exercises or could exercise control over the Company.

Going Concern

The Directors have assessed the Group’s ability to continue as a going concern as described in note 2 on page

62. Based on the Group’s current financial position and a review of forecast operating budgets and cash flow

projections, 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 approval of these financial statements.

The forecasts assume no additional external funding beyond the post-year-end investment of approximately

€1,359,000, as described in note 30 – subsequent events, and reflect expected growth in revenues from the

World Chess Online Arena together with continued cost management. However, the timing and extent of

revenue growth from the Online Arena remain subject to execution risk.

While the Directors continue to seek additional investment to support further development of the platform

and provide additional headroom should revenue growth be slower than forecast, there can be no certainty

that such funding will be secured.

These conditions indicate the existence of a material uncertainty which may cast significant doubt on the

Group’s ability to continue as a going concern.

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 41 of 87

Streamlined Energy and Carbon Reporting (SECR)

Scope of the Report

This disclosure covers the reporting period from 1 January 2025 to 31 December 2025 and includes carbon

and energy data for World Chess PLC’s consolidated operations.

During the year, the Group ceased operations at its Berlin club venue as part of a broader strategic transition

toward a digital-first operating model. As a result, the Group no longer operates a dedicated physical venue

and now conducts its activities primarily through digital platforms, serviced offices and remote working

arrangements.

This change has materially altered the Group’s emissions profile, with a reduced reliance on physical

infrastructure and a corresponding shift toward indirect emissions. The majority of emissions therefore arise

from Scope 2 (indirect energy consumption) and Scope 3 (other indirect emissions). The Group does not

report Scope 1 emissions as it does not own or operate any facilities that result in direct emissions.

The following scope categories have been included in the report:

•

Scope 2: Electricity use from metered premises, based on consumption data where available.

•

Scope 3: Business travel, employee commuting and purchased goods and services. Scope 3 emissions

are calculated using the EXIOBASE Multi-Regional Environmentally Extended Input-Output (EEIO)

Model to estimate emissions from procurement and travel activity.

A location-based approach has been used to calculate Scope 2 emissions, reflecting the average grid

emissions in the country of operation (primarily Germany for the period in which the Berlin club venue was

operational).

Methodology

Emissions are calculated using the GHG Protocol methodology and apply the latest government conversion

factors. For Scope 3 procurement emissions, expenditure data is mapped to EEIO emission factors to provide

a reliable estimate of upstream environmental impacts.

Energy Efficiency Measures

During 2025, the Group continued to focus on operational efficiency and reduced environmental impact

through:

•

Consolidation of in-person business travel through digital alternatives (virtual meetings);

•

Introduction of procurement guidelines that favour low-emission vendors and services; and

•

Ongoing optimisation of its operating model to prioritise digital delivery over physical

infrastructure.

Emissions Intensity & Targets

Kilowatt hours of

energy (kWh)

Tonnes of carbon dioxide

equivalent (tCO2e)

2025

2024

2025

2024

Scope 1

Scope 2

Rest of world electricity

(location based)

38,702

122,127

12.4

39.2

Scope 3

Business travel

52,158

28,183

11.7

6.3

Employee commuting

143,584

124,094

32.3

27.9

Purchased goods and services

2,441,891

2,727,446

549.4

613.7

Total

2,676,335

3,001,850

605.8

687.1

Intensity ratio per €m revenue

1,183,122

1,233,211

268

282

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

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The Group is committed to improving its emissions intensity on a per-revenue basis. Its near-term goals are:

•

Achieve a 10% reduction in emissions intensity (tCO₂e per €m revenue) by 31 December 2026, using

2024 as the baseline year; this target has not been formally amended, however, following the closure

of the Berlin venue and the Group’s transition to a predominantly digital model, the Directors

consider the target to be of reduced strategic significance and it is under review;

•

Transition to 100% renewable electricity in all remaining office locations by 2027;

•

Reduce carbon intensity per digital user by 30% by 2030 (baseline year: 2024); and

•

Include Scope 3 supplier engagement in its climate strategy by 2027. This timeline has been revised

from 2025 to reflect changes in the Group’s supplier base following the transition to a more digitally

focused operating model.

In 2025, total emissions reduced across several categories. Scope 2 electricity consumption decreased from

122,127 kWh in 2024 to 38,702 kWh in 2025, reflecting the reduced footprint of physical operations following

the cessation of the Berlin venue.

Purchased goods and services emissions also declined year-on-year, consistent with a lower level of physical

procurement and a shift toward a more asset-light model.

Business travel emissions increased compared to 2024, reflecting a partial normalisation of activity levels

following the unusually low travel levels in the prior year. However, the Group has increasingly prioritised

lower-emission travel options, with rail usage for European travel increasing from 5% of business kilometres

travelled in 2024 to 17% in 2025. This shift away from air travel has helped mitigate the carbon impact of

increased travel activity, alongside continued use of virtual collaboration tools to limit unnecessary journeys.

Employee commuting emissions increased modestly, reflecting a broader return to hybrid working patterns.

Overall, total emissions decreased from 687.1 tCO₂e in 2024 to 605.8 tCO₂e in 2025. This reduction primarily

reflects the structural change in the Group’s operating model rather than discrete energy efficiency

initiatives.

Looking ahead, the Group will continue to refine its data collection processes and is developing a more

detailed climate transition plan aligned with the UK’s TCFD and SDR frameworks, reflecting its

repositioning as a predominantly digital business.

Equal opportunities

The Company promotes a policy for the creation of equal and ethnically diverse employment opportunities

including with respect to gender. The Company promotes and encourages employee involvement wherever

practical as it recognises employees as an asset and one of the key contributions to the Company’s success.

Internal controls

The Board has ultimate responsibility for the Group’s system of internal controls and for reviewing their

effectiveness. However, any such system of internal control can provide only reasonable, but not absolute,

assurance against material misstatement or loss. The Group continues to review its system of internal

controls to ensure they are appropriate for the size, complexity and risk profile of the Group.

The risk and control management system framework includes:

•

close management of the day-to-day activities of the Group by the Executive Directors;

•

regular reviews of its risk register;

•

comprehensive annual budgeting process, which is approved by the Board;

•

detailed monthly reporting of performance against budget; and

•

central control over key areas such as capital expenditure authorisation and banking facilities.

The Executive Directors are responsible for ensuring that the risk and control management system

framework is implemented effectively within their respective business areas. This includes ensuring an

effective risk culture is in place, with risk management embedded in the business. The Board delegates its

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 43 of 87

responsibility to identify, assess and manage climate-related risk to the Audit Committee.

The Group continues to review its system of internal control to ensure adherence to best practice, whilst also

having regard to its size and the resources available. A whistleblowing policy is in place to enable employees

to report to the Board, in confidence, any risks or threats to the operations of the business, however the

Board considers that the introduction of an internal audit function is not appropriate at this juncture but will

keep this under review.

Corporate Governance

The Company has adopted the Quoted Companies Alliance Corporate Governance Code, as updated 2023

(the "QCA Code") as its benchmark for governance practices, having regard to the Company's size, stage of

development and resources. The Board believes the QCA Code provides an appropriate framework to

support effective corporate governance and long-term value creation for shareholders.

A detailed statement of how the Company has applied each of the ten principles of the QCA Code, as

updated 2023,, including an explanation of any departures from the Code and the reasons for them, is set out

on pages 20 to 27 of this Annual Report.

Provision of information to auditor

So far as each of the Directors is aware at the time this report is approved:

•

there is no relevant audit information of which the Company’s auditor is unaware; and

•

the Directors have taken all steps that they ought to have taken to make themselves aware of any

relevant audit information and to establish that the Company’s auditor is aware of that information.

Auditor

Moore Kingston Smith LLP were reappointed as auditors for the Company for the financial year 2025 at the

AGM in June 2025. A resolution to re-appoint Moore Kingston Smith LLP will be put to the shareholders at

the next Annual General Meeting.

Website publication

The Directors are responsible for ensuring the annual report and the financial statements are made available

on a website. Financial statements are published on the Company’s website in accordance with legislation in

the United Kingdom governing the preparation and dissemination of financial statements, which may vary

from legislation in other jurisdictions. The maintenance and integrity of the Company’s website is the

responsibility of the directors. The Directors’ responsibility also extends to the ongoing integrity of the

financial statements contained therein.

Directors’ responsibilities pursuant to DTR4 (Disclosure and Transparency Rules)

The Directors confirm to the best of their knowledge and belief:

•

The Group and Company financial statements have been prepared in accordance with UK-adopted

International Accounting Standards, and give a true and fair view of the assets, liabilities, financial

position and profit or loss of the Group and Company; and

•

The annual report includes a fair review of the development and performance of the business and

financial position of the Group and Company, together with a description of the principal risks and

uncertainties.

The Directors are authorised, subject to shareholder approval, to allot shares and to disapply pre-emption

rights in accordance with resolutions passed at the Company’s Annual General Meeting. These authorities

are reviewed and renewed annually. The Company does not currently have authority to purchase its own

shares.

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

Page 44 of 87

The Board confirms that the Company has complied with the provisions of UKLR 6.2.3R throughout the year

and continues to be able to carry on its business independently of its controlling shareholder.

This Directors’ Report was approved by the Board of Directors on 20 April 2026 and signed on its behalf by:

Ilya Merenzon

Chief Executive Officer

World Chess Plc – Company Registration No. 10589323

GOVERNANCE

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Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance

with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law

the Directors are required to prepare the Group and Company Financial Statements in accordance with UK-

adopted International Accounting Standards and as regards the Company financial statements, as applied in

accordance with the requirements of the Companies Act 2006.

Under company law the Directors must not approve the financial statements unless they are satisfied that

they give a true and fair view of the state of affairs of the Company and the Group as at the end of the

financial year and of the profit or loss of the Group and the Company for that period.

In preparing these financial statements, the Directors are required to:

•

select suitable accounting policies and then apply them consistently;

•

make judgments and accounting estimates that are reasonable and prudent;

•

state whether the applicable UK-adopted International Accounting Standards have been followed

subject to any material departures disclosed and explained in the financial statements; and

•

prepare the financial statements on a going concern basis unless it is inappropriate to presume that

the Group and the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and

explain the Group and Company’s transactions and disclose with reasonable accuracy at any time the

financial position of the Company and the Group and enable them to ensure that the financial statements

comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company

and Group and hence for taking reasonable steps for the prevention and detection of fraud and other

irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information

included on the Company’s website. Legislation in the United Kingdom governing the preparation and

dissemination of the financial statements may differ from legislation in other jurisdictions.

This Report was approved by the Board of Directors on 20 April 2026 and signed on its behalf by:

Ilya Merenzon

Chief Executive Officer

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 46 of 87

Opinion

We have audited the financial statements of World Chess Plc (the ‘parent company’) and its subsidiaries (the

‘group’) for the year ended 31 December 2025 which comprise the Consolidated Statement of Profit or Loss

and Other Comprehensive Income, the Consolidated and Company Statements of Financial Position, the

Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Statements of

Cash Flows and notes to the financial statements, including significant accounting policies. The financial

reporting framework that has been applied in their preparation is applicable law and UK adopted

International Accounting Standards and, as regards the parent company financial statements, as applied in

accordance with the provisions of the Companies Act 2006.

In our opinion:

•

the financial statements give a true and fair view of the state of the group’s and of the parent

company’s affairs as at 31 December 2025 and of the group’s loss for the year then ended;

•

the group financial statements have been properly prepared in accordance with UK adopted

International Accounting Standards;

•

the parent company financial statements have been properly prepared in accordance with UK adopted

International Accounting Standards and as applied in accordance with the provisions of the

Companies Act 2006; and

•

the financial statements have been prepared in accordance with the requirements of the Companies

Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the audit of the financial statements section of our report. We are independent of the group

and the parent company in accordance with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities,

and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

Our audit approach was a risk-based approach founded on a thorough understanding of the group’s business,

its environment and risk profile. We conducted substantive audit procedures and evaluated the group’s

internal control environment. We also addressed the risk of management override of internal controls,

including assessing whether there was evidence of bias by the directors that may have represented a risk of

material misstatement. Our group audit focused on the financial information of components which, in our

view, either individually or in combination, represented the most significant areas of financial reporting risk

or were quantitatively material to the Group's results.

For those components that presented a higher risk of material misstatement or contributed significantly to the

overall group’s results or financial position, either a full scope or a specified audit approach was determined

based on their relative materiality to the group and our assessment of the audit risk. For components requiring

a full scope approach, we evaluated controls by performing walkthroughs over the financial reporting systems

identified as part of our risk assessment, reviewed the accounts production process and addressed critical

accounting matters. We then undertook substantive testing on significant transactions and material account

balances.

In order to address the audit risks in respect of the group and company financial statements identified during

our planning procedures, we performed a full scope audit of the financial statements of the parent company.

For the purpose of expressing our opinion on the group financial statements, we also performed a full scope

audit of the financial information of World Chess Events Limited and World Chess Europe GmbH.. We

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 47 of 87

performed analytical procedures on the remaining components, which were individually immaterial but

collectively covered residual group risk. All work was carried out by the group audit engagement team.

We communicated with those charged with governance regarding, among other matters, the planned scope

and timing of the audit and significant findings, including any significant deficiencies in internal controls that

we identified during the audit.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the group and company financial statements of the current period and include the most significant assessed

risks of material misstatement (whether or not due to fraud) we identified, including those which had the

greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of

the audit engagement team. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these

matters. This is not a complete list of risks identified during our audit.

Key Audit Matters

How our scope addressed this matter

Valuation of intangible assets

Refer to note 2 on page 66 for the relevant

accounting policies and page 63 for the key

judgements taken by management in preparing the

consolidated financial statements

As at the reporting date, the group had intangible

assets of €3.03m (2024: €3.48m).

Management and those charged with governance

are required to assess whether there are potential

indicators of impairment of the group’s intangible

assets at each reporting date and, if potential

indicators

impairment

are

identified,

management

are

required

perform

full

impairment test of the recoverable value of the

intangible

assets

accordance

with

the

requirements of IAS 36.

Management identified

potential indicators

impairment

the

intangible

assets

and

consequently performed an impairment test, based

on which they concluded that no impairment was

ultimately required.

The assessment of the recoverable value of the

intangible assets required judgements and estimates

to be made by management regarding the inputs

applied in the models including future cash flows,

operating and development costs and discount

rates.

The carrying value of the intangible assets was

therefore considered to be a key audit matter.

Our audit work included, but was not restricted to,

the following procedures:

•

Critically assessing the appropriateness of

management’s determination of the

relevant Cash Generating Units (CGUs).

•

Obtaining management’s assessment of the

future forecast discounted cash flows and

critically assessing the Value In Use (VIU)

model for intangible assets to test

compliance with the requirements of the

applicable financial reporting standards,

specifically IAS 36.

•

Performing data integrity and mechanical

checks on the discounted cash flow model.

•

Critically assessing and challenging the

impairment test prepared by management

including the forecast discounted cash

flows, focusing on the appropriateness of

the assumptions and key inputs used in

preparing them.

•

Performing sensitivity analysis on the

impairment test and assessing the accuracy

of the forecasts used based on historical

trading performance for the CGUs.

•

Evaluating the accounting policy and

detailed disclosures in the notes to the

financial statements to determine whether

the information provided in the financial

statements is compliant with the

requirements of IAS 36 and consistent with

the results of the impairment test.

•

Reviewing the amortisation accounting

policy for non-goodwill intangible fixed

assets to ensure it was appropriate.

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 48 of 87

•

Critically assessing the relevant disclosures

within the financial statements.

Key observations:

Based on our audit work, we concluded that

intangible assets are not materially misstated at the

reporting date and that management’s assessment

that no impairment was required was appropriate.

We consider the disclosures in the financial

statements relating to this area to be adequate and

in accordance with the requirements of IAS 36.

Valuation of intercompany receivables

Refer to note 2 on page 64 for the relevant

accounting policies and pages 63 and 64 for the key

judgements taken by management in preparing the

consolidated financial statements

As at the reporting date, the Company had

intercompany receivables of €7.43m (2024: €4.71m).

Management and those charged with governance

are required to assess the recoverable amount of the

receivables and any expected credit losses in

accordance with the requirements of IFRS 9.

Management identified

potential indicators

impairment

relating

certain

intercompany

receivables

and

consequently

performed

impairment assessment. Based on this assessment,

they concluded that no impairment was ultimately

required.

The evaluation of the recoverable amount of the

intercompany receivables required management to

exercise judgement and apply estimates, including

assumptions regarding the financial position and

forecast cash flows of the counterparties, expected

credit losses, and the timing of settlement.

The carrying value of the intercompany receivables

was therefore considered to be a key audit matter.

Our audit work included, but was not restricted to,

the following procedures:

•

Obtained an understanding of the

processes around intercompany receivables

valuation, assessing whether relevant

controls identified within the processes

were appropriately designed and

implemented.

•

Obtained management’s calculation of

expected credit losses and evaluated the

mathematical accuracy of the calculation

and whether the methodology applied was

in accordance with IFRS 9.

•

Performing sensitivity analysis on the

impairment test and assessing the accuracy

of the forecasts used based on historical

trading performance for the CGUs.

•

Challenged the key assumptions used

within the expected credit loss calculations

including the expected value to be

recovered in the event of a trade sale.

•

Assessed the adequacy of related

disclosures within the annual report in

compliance with the requirements of IFRS

Key observations:

Based on our audit work, we concluded that

intercompany receivables are not materially

misstated at the reporting date and that

management’s assessment that no impairment was

required was appropriate.

We consider the disclosures in the financial

statements relating to this area to be adequate and

in accordance with the requirements of relevant

IFRS.

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 49 of 87

Going concern

Refer to note 2 on page 62 in the consolidated

financial statements.

The group has incurred a loss of €3.66m for the year

(2024: €3.80m) and the net assets disclosed in the

Consolidated Statement of Financial Position at 31

December 2025 are €1.55m representing an increase

from €0.95m at 31 December 2024.

The directors have prepared cashflow forecasts that

show that the group will be able to meet its ongoing

liabilities as they fall due for at least twelve months

from

the

date

signing

these

financial

statements.

Our audit work and conclusions in respect of going

concern have been detailed in the ‘Material

uncertainty related to going concern’ section of our

audit report.

Our application of materiality

The scope and focus of our audit were influenced by our assessment and application of materiality. We define

materiality as the magnitude of misstatement that could reasonably be expected to influence the economic

decisions of the users of the financial statements. We use materiality to determine the scope of our audit and

the nature, timing, and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and on the financial statements as a whole. We apply the concept of materiality both in planning

and performing our audit, and in evaluating the effect of misstatements.

Based on our professional judgement we determined materiality for the financial statements as a whole and

performance materiality as follows:

Group financial statements

Parent company financial statements

Materiality

€183,000

€77,000

Basis for determining

materiality

5% of loss before tax

1% of gross assets

Rationale for the

benchmark applied

As the group is a profit-oriented

group and profit/loss is a key

financial indicator of the business

performance on which the users

of the group financial statements

are likely to focus, we considered

this to be an appropriate

benchmark for group materiality.

As the parent company does not have

any trading operations, total assets is the

key indicator of the business

performance on which the users of the

parent company financial statements are

likely to focus, we considered this to be

an appropriate benchmark for parent

company materiality.

Performance materiality

€91,500

€38,500

Basis for determining

performance materiality

50% of group materiality. This

was considered an appropriate

percentage based on our risk

assessment and our assessment of

the overall control environment of

the group.

50% of parent company materiality. This

was considered an appropriate

percentage based on our risk assessment

and our assessment of the overall

control environment of the parent

company.

Materiality levels for all the other components, we set materiality based on a percentage of group materiality

dependent on the size of each component and our assessment of the risk of material misstatement relevant to

that component. Component materiality, other than that of the parent company, ranged from €142,000 to

€164,700. In the audit of each component, we further applied performance materiality levels of 50% of the

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 50 of 87

component materiality to our testing to ensure that the risk of errors exceeding component materiality was

appropriately mitigated.

We agreed with the Audit Committee that we would report to them all individual audit differences in excess

of €9,150 for the group and €3,850 for the parent company. We also agreed to report differences below this

threshold that, in our view, warranted reporting on qualitative grounds. We also reported to the Audit

Committee on disclosure matters that we identified when assessing the overall presentation of the financial

statements.

Material uncertainty related to going concern

We draw attention to note 2 to the financial statements, which indicates that the group is dependent on

obtaining potential further funding if the forecasted revenue growth is not achieved, in order to continue in

business and meet its liabilities as they fall due for a period of at least twelve months from the date of approval

of the financial statements. Whilst the group has secured funding of €1.39m subsequent to the year end, this

is not sufficient to cover the future liabilities and working capital requirements set out in management’s

forecasts. Management is evaluating additional funding options and consequently the need to secure this

future funding represents a material uncertainty that may cast significant doubt on the Group’s ability to

continue as a going concern.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of

accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’

assessment of the group’s and the parent company’s ability to continue to adopt the going concern basis of

accounting included, but was not limited to, the following procedures:

•

Critically assessing the going concern assessment prepared by management covering at least twelve

months from the date of approval of the financial statements and challenging the client as regards

the key assumptions and forecasts used in their assessment;

•

Performing sensitivity analysis on the forecasts to ensure there is sufficient cash flow headroom for

the group to continue as a going concern for at least that period;

•

Reviewing the terms of the facilities available to the group;

•

Reviewing the trading performance of the group post year end and comparing it to the forecasts to

assess their accuracy; and

•

Assessing the adequacy of the going concern disclosures in the financial statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial

statements and our auditor’s report thereon. The directors are responsible for the other information contained

within the annual report. Our opinion on the financial statements does not cover the other information and,

except to the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial

statements or our knowledge obtained in the course of the audit or otherwise appears to be materially

misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether there is a material misstatement in the financial statements themselves. If, based on the

work we have performed, we conclude that there is a material misstatement of this other information, we are

required to report that fact.

We have nothing to report in this regard.

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 51 of 87

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

•

the information given in the strategic report and the directors’ report for the financial year for which

the financial statements are prepared is consistent with the financial statements; and

•

the strategic report and the directors’ report have been prepared in accordance with applicable legal

requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment

obtained in the course of the audit, we have not identified material misstatements in the strategic report or the

directors’ report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

•

adequate accounting records have not been kept by the parent company, or returns adequate for our

audit have not been received from branches not visited by us; or

•

the parent company financial statements and the part of the directors’ remuneration report to be

audited are not in agreement with the accounting records and returns; or

•

certain disclosures of directors’ remuneration specified by law are not made; or

•

we have not received all the information and explanations we require for our audit; or

•

a corporate governance statement has not been prepared by the parent company.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 45, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair

view, and for such internal control as the directors determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent

company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the directors either intend to liquidate the group or the

parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s Responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in

accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise

from fraud or error and are considered material if, individually or in aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the FRC’s website at

https://www.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-

fi/description-of-the-auditor's-responsibilities-for

This description forms part of our auditor’s report.

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 52 of 87

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of

irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of

the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed

risks of material misstatement due to fraud, through designing and implementing appropriate responses to

those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during

the audit. However, the primary responsibility for the prevention and detection of fraud rests with both

management and those charged with governance of the company.

Our approach was as follows:

•

We obtained an understanding of the legal and regulatory requirements applicable to the group and

parent company and considered that the most significant are the Companies Act 2006, UK adopted

International Accounting Standards, the Listing Rules, the Disclosure and Transparency Rules, and

UK taxation legislation.

•

We obtained an understanding of how the group and parent company complies with these

requirements by discussions with management and those charged with governance.

•

We assessed the risk of material misstatement of the financial statements, including the risk of material

misstatement due to fraud and how it might occur, by holding discussions with management and

those charged with governance.

•

We inquired of management and those charged with governance as to any known instances of non-

compliance or suspected non-compliance with laws and regulations.

•

Based on this understanding, we designed specific appropriate audit procedures to identify instances

of non-compliance with laws and regulations. This included making enquiries of management and

those charged with governance and obtaining additional corroborative evidence as required.

•

We evaluated managements’ incentives to fraudulently manipulate the financial statements and

determined that the principal risks related to management bias in accounting estimates and

judgemental areas of the financial statements. We challenged the assumptions and judgements made

by management in respect of the significant areas of estimation, as described in the key audit matters

section. Further audit procedures performed to address the risk of fraud included but were not limited

to the testing of journals and evaluating the business rationale of any significant transactions that are

unusual or outside the normal course of business.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of

instances of non-compliance with laws and regulations that are not closely related to events and transactions

reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is

higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,

for example, forgery or intentional misrepresentations, or through collusion.

Other matters which we are required to address

Following the recommendation of the Audit Committee, we were reappointed at the Company’s Annual

General Meeting (AGM) on 25 June 2025 as auditor of the Company to hold office until the conclusion of the

next AGM of the Company. We were originally appointed by the Audit Committee on 6 March 2023 to audit

the financial statements for the year ended 31 December 2022. Our total uninterrupted period of engagement

is four years, covering periods from our appointment to the year ended 31 December 2025.

World Chess Plc – Company Registration No. 10589323

REPORT TO THE MEMBERS OF WORLD CHESS PLC

Page 53 of 87

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent

company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the Audit Committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of

the Companies Act 2006. Our audit work has been undertaken for no purpose other than to draw to the

attention of the company’s members those matters which we are required to include in an auditor’s report

addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any

party other than the company and company’s members as a body, for our work, for this report, or for the

opinions we have formed.

20 April 2026

Matthew Banton (Senior Statutory Auditor)

for and on behalf of Moore Kingston Smith LLP, Statutory Auditor

Floor

9 Appold Street

London

EC2A 2AP

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page 54 of 87

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

2025

2024

Notes

€

Revenue

2,029,433

1,820,801

Cost of sales

(1,419,901)

(1,331,799)

GROSS PROFIT

609,532

489,002

Administrative expenses

(3,274,230)

(3,289,653)

OPERATING LOSS

(2,664,698)

(2,800,651)

Finance costs

(21,856)

(22,367)

Finance income

1,212

139

Loss before income tax – continuing operations

(2,685,342)

(2,822,879)

Income tax – continuing operations

(192)

(217)

Loss for the year – continuing operations

(2,685,534)

(2,823,096)

Loss for the year – discontinued operations (net of tax)

(974,407)

(972,050)

LOSS FOR THE YEAR

(3,659,941)

(3,795,146)

OTHER COMPREHENSIVE INCOME

(Loss)/gain on currency translation

(25,763)

12,753

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,685,704)

(3,782,393)

Loss attributable to:

Owners of the parent

(3,659,941)

(3,795,146)

Total comprehensive income attributable to:

Owners of the parent

(3,685,704)

(3,782,393)

Loss per share

Basic and diluted:

Continuing operations

(0.003)

(0.004)

Discontinued operations

(0.002)

Total

(0.005)

(0.006)

The notes on pages 62 to 88 should be read in conjunction with these consolidated financial statements.

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page 55 of 87

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

2025

2024

Notes

€

NON-CURRENT ASSETS

Owned: Intangible assets

3,030,080

3,477,150

Owned: Property, plant and equipment

8,675

935,240

Right-of-use: Property, plant and equipment

11, 21

1,055,967

Trade and other receivables

162,884

Deferred tax

111,374

3,038,755

5,742,615

CURRENT ASSETS

Inventories

129,512

147,549

Trade and other receivables

137,563

234,167

Tax receivable

9,667

64,734

Cash and cash equivalents

40,732

267,396

317,474

713,846

TOTAL ASSETS

3,356,229

6,456,461

EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

Called up share capital

100,495

78,520

Share premium

17,925,396

12,754,046

Share capital to be issued

1,016,703

2,016,703

Translation reserve

45,608

71,371

Retained earnings

(17,629,811)

(13,969,870)

TOTAL EQUITY

1,458,391

950,770

NON-CURRENT LIABILITIES

Lease liabilities

1,174,319

Provision for liabilities

2,000

157,887

2,000

1,332,206

CURRENT LIABILITIES

Trade and other payables

1,895,838

2,641,987

Lease liabilities

129,955

Interest bearing loans and borrowings

1,401,543

1,895,838

4,173,485

TOTAL LIABILITIES

1,897,838

5,505,691

TOTAL EQUITY AND LIABILITIES

3,356,229

6,456,461

The notes on pages 62 to 88 should be read in conjunction with these consolidated financial statements.

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

were signed on its behalf by:

Ilya Merenzon

Chief Executive Officer

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page 56 of 87

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025

2025

2024

Notes

€

NON-CURRENT ASSETS

Trade and other receivables

7,425,069

Investments

1,616

301,616

7,426,685

301,616

CURRENT ASSETS

Trade and other receivables

7,044

4,732,815

Tax receivable

963

16,712

Cash and cash equivalents

5,524

6,551

13,531

4,756,078

TOTAL ASSETS

7,440,216

5,057,694

EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

Called up share capital

100,495

78,520

Share premium

17,925,396

12,754,046

Share capital to be issued

1,016,703

2,016,703

Retained earnings

(11,964,755)

(10,422,057)

TOTAL EQUITY

7,077,839

4,427,212

CURRENT LIABILITIES

Trade and other payables

362,377

630,482

362,377

630,482

TOTAL LIABILITIES

362,377

630,482

TOTAL EQUITY AND LIABILITIES

7,440,216

5,057,694

The notes on pages 62 to 88 should be read in conjunction with these consolidated financial statements.

As permitted by Section 408 of the Companies Act 2006, the statement of Profit and loss and comprehensive

income of the parent company is not presented as part of these financial statements. The parent company's loss

for the financial year was €1,542,698 (2024: €3,550,193).

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

were signed on its behalf by:

Ilya Merenzon

Chief Executive Officer

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page 57 of 87

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

Called

up share

capital

Premium

capital to

be issued

Transla

tion

reserve

Retained

Earnings

Total

equity

€

Balance at 1 January 2024

75,647

11,048,183

1,508,737

58,618

(10,174,724)

2,516,461

Changes in equity

Issue of share capital

336

199,664

200,000

Movement in share capital to be

issued

2,537

1,506,199

507,966

2,016,702

Total comprehensive income

12,753

(3,795,146)

(3,782,393)

Balance at 31 December 2024

78,520

12,754,046

2,016,703

71,371

(13,969,870)

950,770

Changes in equity

Issue of share capital

20,528

3,972,797

3,993,325

Movement in share capital to be

issued

1,447

1,198,553

(1,000,000)

200,000

Total comprehensive income

(25,763)

(3,659,941)

(3,685,704)

Balance at 31 December 2025

100,495

17,925,396

1,016,703

45,608

(17,629,811)

1,458,391

The notes on pages 62 to 88 should be read in conjunction with these consolidated financial statements.

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

Called

up share

capital

Premium

Share capital

to be issued

Retained

Earnings

Total equity

€

Balance at 1 January 2024

75,647

11,048,183

1,508,737

(6,871,864)

5,760,703

Changes in equity

Issue of share capital

336

199,664

200,000

Movement in share capital to be

issued

2,537

1,506,199

507,966

2,016,702

Total comprehensive income

(3,550,193)

Balance at 31 December 2024

78,520

12,754,046

2,016,703

(10,422,057)

4,427,212

Changes in equity

Issue of share capital

20,528

3,972,797

3,993,325

Movement in share capital to be

issued

1,447

1,198,553

(1,000,000)

200,000

Total comprehensive income

(1,542,698)

Balance at 31 December 2025

100,495

17,925,396

1,016,703

(11,964,755)

7,077,839

The notes on pages 62 to 88 should be read in conjunction with these consolidated financial statements.

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page 58 of 87

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

2025

2024

Notes

€

Cash flows from operating activities

Cash absorbed from operations

(2,475,581)

(2,149,377)

Interest paid on borrowings

(22,834)

(34,657)

Lease interest paid

(48,350)

(151,200)

Tax refund received

54,875

(20,985)

Net cash used in operating activities

(2,491,890)

(2,356,219)

Cash flows from investing activities

Purchase of intangible fixed assets

(3,901,396)

(6,473,527)

Proceeds from disposal of intangible fixed assets

3,698,854

5,503,318

Purchase of property, plant and equipment

(2,671)

(39,315)

Proceeds from disposal of property, plant and equipment

40,872

Interest received

1,212

139

Net cash used in investing activities

(163,129)

(1,009,385)

Cash flows from financing activities

Loan advanced in the year

2,764,577

2,279,714

Loan repayments in year

(3,512,544)

(912,628)

Payment of lease liabilities

(41,148)

(116,207)

Amount (withdrawn)/introduced by directors

(263,339)

165,785

Proceeds from share issue

3,306,572

Received in advance of share issuance

200,000

2,016,702

Net cash generated from financing activities

2,454,118

3,433,366

(Decrease)/increase in cash and cash equivalents

(200,901)

67,762

Cash and cash equivalents at beginning of year

267,396

186,881

Effect of foreign exchange rate changes

(25,763)

12,753

Cash and cash equivalents at end of year

40,732

267,396

During the year, €653,576 of convertible loan notes were converted into equity. This transaction did not result in

a cash flow and has therefore been excluded from the statement of cash flows.

The notes on pages 60 to 61 and on pages 62 to 88 should be read in conjunction with these consolidated

financial statements.

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page 59 of 87

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

2025

2024

Notes

€

Cash flows from operating activities

Cash absorbed by operations

(794,795)

(881,937)

Interest paid on borrowings

(1,367)

(6,241)

Net cash used in operating activities

(796,162)

(888,178)

Cash flows from investing activities

Interest received

119,113

112,675

Net cash generated from investing activities

119,113

112,675

Cash flows from financing activities

Loan advanced in the year

653,576

Amounts paid to group undertakings

(3,434,495)

(1,430,427)

Amounts introduced by directors

(49,631)

174,413

Proceeds from share issue

3,306,572

Received in advance of share issuance

200,000

2,016,702

Net cash generated from financing activities

676,022

760,688

Decrease in cash and cash equivalents

(1,027)

(14,815)

Cash and cash equivalents at beginning of year

6,551

21,366

Cash and cash equivalents at end of year

5,524

6,551

During the year, €653,576 of convertible loan notes were converted into equity. This transaction did not result in

a cash flow and has therefore been excluded from the statement of cash flows.

The notes on pages 60 to 61 and on pages 62 to 88 should be read in conjunction with these financial statements.

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

RECONCILIATION OF LOSS FOR THE YEAR TO CASH ABSORBED FROM OPERATIONS



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



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

The reconciliation above includes a number of non-cash adjustments relating to discontinued operations,

including impairment of non-current assets of €1,764,060 and a gain on derecognition of the related lease

liability of €1,263,126 as detailed in note 8.

At Company level, the reconciliation also includes an impairment of an intercompany loan of €566,347

and an impairment of the investment in World Chess Europe GmbH of €300,000.

These items do not give rise to cash movements and have therefore been adjusted in reconciling loss

before income tax to net cash outflow from operating activities.

Page 60 of 87

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

World Chess Plc – Company Registration No. 10589323

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page 61 of 87

CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statements of Cash Flows in respect of cash and cash equivalents are

in respect of these Statement of Financial Position amounts:



Group	2025	2024
	€	€
Year ended 31 December 2025
Cash and cash equivalents	40,732	267,396
Year ended 31 December 2024
Cash and cash equivalents	267,396	186,881



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

RECONCILIATION OF NET DEBT



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



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

Amounts owed to Directors includes balances due to Directors disclosed in note 27 to the financial

statements. Although classified under ‘trade and other payables’ in the Statement of Financial Position,

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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31

DECEMBER 2025

Page 62 of 87

STATUTORY INFORMATION

World Chess PLC is a public company, limited by shares, registered in England and Wales. The

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

page.

ACCOUNTING POLICIES

Basis of preparation

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

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

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

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

are measured at fair value.

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

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

rounded to the nearest €.

Going concern

The Group incurred a loss for the year of €3,685,704 (2024: €3,782,393) and, as at 31 December 2025, had

net current liabilities of €1,578,364 (2024: €3,459,639). These conditions indicate that the Group remains

dependent on the successful execution of its strategy and the availability of funding to meet its

obligations as they fall due.

The Directors have assessed the Group’s ability to continue as a going concern for a period of at least

twelve months from the date of approval of these financial statements. This assessment has been based

on the Group’s current financial position together with a review of forecast operating budgets and cash

flow projections.

The forecasts reflect the Group’s strategic focus on the continued development of the World Chess Online

Arena together with ongoing cost management, including the Group’s agreement with FIDE in respect of

the platform, which is due to expire in August 2026 but provides for automatic renewal in accordance

with its terms.

The forecasts assume no additional external funding beyond the post-year-end investment of

approximately €1,359,000, as described in note 30 – subsequent events, and reflect expected growth in

revenues from the Online Arena. However, the timing and extent of revenue growth remain subject to

execution risk.

While the Directors continue to seek additional investment to support further development of the

platform and provide additional headroom should revenue growth be slower than forecast, there can be

no certainty that such funding will be secured.

These conditions indicate the existence of a material uncertainty which may cast significant doubt on the

Group’s ability to continue as a going concern.

Notwithstanding the above, the financial statements have been prepared on a going concern basis as the

Directors have a reasonable expectation that the Group will be able to realise its assets and discharge its

liabilities in the normal course of business.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 63 of 87

Basis of consolidation

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

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

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

as to obtain benefits from its activities.

Intra-group balances and transactions are eliminated on consolidation.

Critical accounting judgements and key sources of estimation uncertainty

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

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

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

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

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

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

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

judgements are applied as follows:

Impairment of other intangible assets

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

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

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

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

the present value, the discount rate applied is 13.29% (2024: 12.81%). The carrying value of intangible

assets (excluding crypto assets) is set out in the table below (see also note 10):



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

Sensitivity Analysis

The impairment review is sensitive to changes in key assumptions, particularly the discount rate and the

forecast revenues and costs The Directors have considered the extent to which these assumptions would

need to change for the recoverable amount to equal the carrying value of the cash-generating unit.

•

The discount rate would need to increase from 13.29% to approximately 55.37% before the value in

use equals the carrying value.

•

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

carrying value.

•

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

carrying value.

The Directors consider these sensitivities to represent severe downside scenarios and, accordingly,

conclude that there is significant headroom and no impairment is required.

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

At each reporting date, the Company assesses whether amounts owed by group undertakings and

investments in subsidiaries have suffered any impairment. Determining whether there has been any

impairment requires an estimation of the recoverable amount of these balances, based on the financial

position and expected future cash flows of the relevant group undertakings.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 64 of 87

This assessment involves estimating future cash flows expected to arise from the group undertakings and

applying a suitable discount rate to calculate the present value. The discount rate applied is 13.29% (2024:

12.81%).

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



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

The balance due from World Chess USA inc. is supported by its intercompany receivable from World

Chess Events Ltd of €581,467 and reflects the role of the entity within the Group’s operating and funding

structure rather than its standalone revenue generation. Amounts due to the parent company are

classified as non-current as they are not expected to be settled within 12 months of the reporting date.

The prior year comparative has not been restated as the classification reflects conditions and expectations

at the respective reporting dates.

As at the reporting date, an impairment charge of €566,347 (2024: €2,631,441) has been recognised in the

Company’s income statement in respect of amounts owed by World Chess Europe GmbH, reflecting a

reassessment of their recoverability..

In addition, during the year the Company recognised an impairment of €300,000 in respect of its

investment in World Chess Europe GmbH, reducing the carrying value of the investment to €nil. This

impairment reflects the closure of the Berlin club venue during the year and the resulting reassessment of

the recoverable amount of the subsidiary. The Directors will continue to monitor the financial

performance of the group undertakings and reassess the recoverability of both intercompany balances

and investments on an ongoing basis.

Legal proceedings and other provisions

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

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

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

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

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

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

26).

The Group previously recognised a dilapidations provision of €155,887 at 31 December 2024 in respect of

the estimated cost of reinstating a leased property to its original condition at the end of the lease term.

During the year, following the closure of the Berlin club venue and termination of the associated lease,

the obligation no longer existed and the provision was fully released to the income statement. This

release forms part of the net impact of the lease exit and venue closure recognised during the year.

Revenue recognition

Revenue is recognised when control of goods or services is transferred to the customer. Revenue is

measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value

added tax and other sales taxes.

The transaction price represents the amount of consideration to which the Group expects to be entitled in

exchange for transferring goods or services to a customer, including any variable consideration which is

constrained to amounts for which it is highly probable that a significant reversal will not occur, and any

non-cash consideration, including digital assets, which is measured at fair value at contract inception.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 65 of 87

The Group applies the practical expedients permitted by IFRS 15 and does not adjust the transaction

price for the effects of a significant financing component where the period between transfer of goods or

services and payment is one year or less, and recognises incremental costs of obtaining a contract as an

expense when incurred where the amortisation period of the related asset would be one year or less.

Revenue received in advance gives rise to contract liabilities, which are deferred and included in accruals

and deferred income. The carrying amount of deferred income included in payables is €48,327 (2024:

€401,898). These balances arise where consideration is received in advance of performance and are

recognised as revenue as the Group satisfies its performance obligations over time or at a point in time,

depending on the nature of the contract. No material obligations for returns, refunds or similar

provisions have been identified.

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

Tournaments and World Chess TV

Revenue is recognised in the period in which the event takes place; revenue is typically linked to

multiyear agreements where payment is received in advance of the event to which it relates.

World Chess Online Arena

Revenue is recognised over the period of the subscription; online subscriptions are typically paid

annually in advance.

Merchandising and Clubs

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

sale.

Segment reporting

IFRS 8 Operating Segments requires operating segments to be identified and reported in a manner

consistent with the internal reporting provided to the chief operating decision maker (‘CODM’), which

has been identified as the Chief Executive Officer, who is responsible for allocating resources and

assessing performance of the operating segments as identified by the Directors.

The Directors have reviewed the Group’s activities and consider the Group to comprise a single line of

business being a mass market promoter of chess. Within the single line of business, the Group undertakes

integrated revenue generating activities across tournaments, an online platform, chessarena.com, and

merchandise and clubs. These revenue generating activities are closely aligned within a business model

which seeks to promote a chess community across tournaments, online and physical environments.

The individual revenue generating activities are managed in an integrated way by the CODM and

executive management team who review financial information in the same integrated way. The Group

has geographically separate operations and a geographic split of revenue as well as the split between the

revenue types within its activities is included in note 3.

Cash and cash equivalents

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

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

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

insignificant risk of change in that cash value.

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

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

of Financial Position.

Crypto-assets

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

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

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

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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 66 of 87

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

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

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

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

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

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

conversion of crypto-assets to fiat currency are recognised within administrative expenses on the

Consolidated Statement of Profit or Loss and Other Comprehensive Income.

Other intangible assets

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

intangible assets.

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

follows:

•

Exclusive rights to organise and host top-level chess events in association with FIDE amortised using

the straight-line method over the ten-year term of the original contract. Following the 2022 FIDE

Grand Prix, the rights were varied such that the Company now holds the exclusive right to operate

the official gaming platform of FIDE, chessarena.com. This was treated as a disposal of the old rights

and an acquisition of the new rights at the same carrying value, with the new rights being amortised

over the remaining life of the original contract. The contract is due to expire in August 2026; the

agreement provides for automatic renewal for a further five-year period unless FIDE elects to operate

the platform itself or accept a bona fide third-party offer that World Chess does not match.

•

Capitalised costs associated with developing the online platform used for the FIDE Online Arena, ten

years using the straight-line method.

•

Licences to operate certain software incorporated into the platform, the life of the contract, being five

years using the straight-line method.

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

generate value for the Group.

The Group reviews the amortisation period and method whenever events or circumstances indicate that

the useful lives of intangible assets may have changed since the last reporting date. The amortisation

charge for the year is recognised within Administrative Expenses in the Consolidated Statement of Profit

or Loss and Other Comprehensive Income.

The Group assesses at each reporting date whether there is any indication that intangible assets may be

impaired. If any such indication exists, the recoverable amount of the asset is estimated. An impairment

loss is recognised in the income statement if the carrying amount of an intangible asset exceeds its

recoverable amount. The recoverable amount is determined as the higher of fair value less costs of

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

Property, plant and equipment

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

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

•

Fixtures and fittings

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

•

Computer equipment

- Straight line over 3 years

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

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

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

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

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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 67 of 87

Financial instruments

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

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

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

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

other accounts receivable and payable, are initially measured at the present value of the future cash flows

and subsequently amortised cost using the effective interest method. Debt instruments that are payable

or receivable within one year, typically trade receivables and payables, are measured, initially and

subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or

received. However, if the arrangements of a short-term instrument constitute a financing transaction, like

the payment of trade debt deferred beyond normal business terms or financed at a rate of interest that is

not market rate or in the case of an outright short-term loan not at market rate, the financial asset or

liability is measured, initially, at the present value of the future cash flow discounted at a market rate of

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

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

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

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

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

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

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

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

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

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

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

reporting date.

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

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

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

Inventories

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

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

Cost is determined using the weighted average cost method. No write-downs of inventories to net

realisable value were recognised during the year (2024: nil).

Taxation

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

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

substantively enacted by the reporting date.

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for

the current or past reporting periods. It is measured at the amount expected to be paid or recovered using

the tax rates and laws that have been enacted or substantively enacted by the reporting date.

Commercial legislation within the Russian Federation in which the Group operated prior to April 2022,

including tax legislation, is subject to varying interpretations and frequent changes. The Group's

management is confident that all necessary tax accruals have been made and, accordingly, no additional

provision is required in the consolidated financial statements.

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

statement of financial position date.

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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 68 of 87

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

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

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

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

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

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

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

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

The Group has applied the temporary exception introduced by the amendments to IAS 12 in respect of

the recognition and disclosure of deferred tax assets and liabilities related to Pillar Two income taxes. The

Group is not within the scope of Pillar Two income taxes and, accordingly, no such deferred taxes have

been recognised.

Research and development

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

•

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

•

adequate resources are available to maintain and complete the development;

•

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

•

the Group is able to use the asset;

•

use of the asset will generate future economic benefit; and

•

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

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

expense as incurred.

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

accumulated impairment losses.

Foreign currencies

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

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

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

the operating result.

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

into euro as follows:

•

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

position date.

•

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

at historical exchange rates.

•

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

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

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

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

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

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

IFRS 16 ‘Leases’

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

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

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

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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 69 of 87

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

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

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

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

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

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

include the net present value of the following lease payments:

•

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

•

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

•

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

option.

The lease payments are discounted using the interest rate implicit in the lease, if that rate can be

determined, or the Group’s incremental borrowing rate. Right-of-use assets are measured at cost

comprising the following:

•

The amount of the initial measurement of lease liability;

•

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

and

•

Any initial direct costs.

Adoption of new and revised standards

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

by the IASB that are effective from 1 January 2025, none of which have a material impact on these

financial statements.

Standards issued but not yet effective

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

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

for use in the UK, but were not yet effective for the year ended 31 December 2025. The Group has not

early adopted any of these standards:

•

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

2027)

•

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

•

IFRS 10 and IAS 28 (Amendments) – Sale or Contribution of Assets between an Investor and its

Associate or Joint Venture (effective date deferred indefinitely)

•

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

•

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

It is not expected that the amendments listed above, except for IFRS 18, once adopted, will have a

material impact on the financial statements.

Financial liabilities

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

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

The Group uses the amortised cost method for financial liabilities including borrowings, trade and other

payables and are recognised at their original amount.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 70 of 87

REVENUE

Revenue from contracts with customers



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



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

Revenue is reported by geographical area based on the location where the revenue is recognised in the

Group’s financial records, rather than the location of the customer. Comparative information has been

amended to exclude revenue from discontinued operations.



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

Revenue recognised over time relates primarily to subscription income from the Online Arena and

Sponsorship income, which are recognised evenly over the duration of the performance obligation.

Revenue recognised at a point in time includes, merchandise sales, which are recognised when control of

the goods or services transfers to the customer.

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

Major customer

Included in Tournaments and World Chess TV revenue are revenues of €371,250 attributable to a major

customer (2024: €353,004), which represent more than 10% of revenue.

Included in Online Arena revenue are revenues of €475,176 attributable to a major customer (2024:

€303,408), being a customer which represents more than 10% of revenue.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 71 of 87

EMPLOYEES AND DIRECTORS

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



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

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

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

during 2025 was, in aggregate, €550,077 (2024: €553,316).

Contributions to a defined contribution pension scheme on behalf of Directors of €2,446 (2024: €2,334)

were made during the year.



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

Further details of Directors’, including Non-Executive Directors’, remuneration and fees during the year

are set out in the Directors Remuneration Report on page 34 of these consolidated financial statements.

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

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



	2025	2024
Directors	5	6
Other Employees	7	24
	12	30

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

NET FINANCE COSTS



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

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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 72 of 87

LOSS BEFORE INCOME TAX – CONTINUING OPERATIONS

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

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

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

been amended accordingly.

INCOME TAX

Analysis of tax expense/(income)



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

The tax charge relating to discontinued operations is presented within the result from discontinued

operations in the Consolidated Statement of Profit or Loss and Other Comprehensive Income (see note 8).

Accordingly, the total tax expense recognised in the Consolidated Statement of Profit or Loss and Other

Comprehensive Income reflects only the tax charge on continuing operations.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 73 of 87

Factors affecting the tax expense

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

The difference is explained below:



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

DISCONTINUED OPERATIONS – BERLIN CLUB VENUE

During the year, the Group ceased operations of the Berlin club, which represents a discontinued

operation. The results are presented below.



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

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

The loss from discontinued operations includes the impact of impairment charges, lease termination and

other related items recognised during the year in relation to the closure of the Berlin club venue which

include the gain or loss recognised on the disposal and remeasurement of assets associated with the

discontinued operation, as summarised below:

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 74 of 87

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

The impairment of non-current assets relates to the write-down of assets associated with the Berlin club

venue following its closure, including property, plant and equipment and the related right-of-use asset.

Lease-related adjustments arise from the termination of the associated lease, including derecognition of

the lease liability and release of the dilapidations provision. The gain on sale of non-current assets reflects

disposals undertaken as part of the closure process.

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

assets.

The recoverable amount of the assets associated with the discontinued operation was determined based

on fair value less costs of disposal and is categorised as Level 3 within the fair value hierarchy, reflecting

the use of unobservable inputs.

Cash flows attributable to the discontinued operation are as follows:



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

EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the loss attributable to owners of the parent company

by the weighted average number of shares in issue during the year. In calculating the diluted earnings

per share, subscribed shares under a binding agreement where no further conditions exist are included as

are outstanding share options, warrants and convertible loans where the impact of these is dilutive. As

the Group is loss-making, the impact of potential ordinary shares is anti-dilutive and therefore basic and

diluted earnings per share are the same.



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

Discontinued operations are disclosed in note 8.

Subsequent to the year end, as further described in note 30, the Company issued 8,333,333 new ordinary

shares in January 2026 for €100,000 and, following shareholder approval, issued a further 175,915,198

new ordinary shares in March 2026 for approximately €1,287,758.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 75 of 87

INTANGIBLE ASSETS

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



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

The Directors considered the carrying value at 31 December 2025 for each asset identified above (except

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

cost of capital, considered by the Directors to be 13.29%, and it was determined that no impairment was

required. Where an asset does not generate cash inflows that are largely independent of the cash inflows

from other assets or groups of assets the carrying value was considered against the smallest identifiable

group of assets that generates cash inflows (cash generating unit or CGU).

The Directors considered the carrying value at 31 December 2025 for crypto-assets based on the

prevailing exchange rate at which the crypto-asset could readily be converted into US dollars or Euros

and it was determined that no impairment was required.

PROPERTY, PLANT AND EQUIPMENT

Group


Right of use	Fixtures and	Computer	Total
asset	fittings	Equipment

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 76 of 87

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

During the year, following the closure of the Berlin club venue, the Group derecognised assets associated

with the venue, including the right-of-use asset and fixtures and fittings. The movements presented as

disposals in the table above comprise a combination of impairments, scrappage and disposals and do not

represent disposals for consideration in all cases. These include an impairment charge of €1,764,060

recognised in relation to the discontinued Berlin club (see note 8).



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

INVESTMENTS

Company

Shares in group undertakings



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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 77 of 87

| | | |
| --- | --- | --- |
| | |
| At 31 December | 1,616 | 301,616 |

The Directors have assessed the carrying value of each group undertaking at 31 December 2025 based on

detailed budgets and forecasts covering a five-year period, discounted at the Group’s current cost of

capital of 13.29%.

As a result of this assessment, the investment in World Chess Europe GmbH has been fully impaired to

€nil following the closure of the Berlin club.

The Group’s investments at the Statement of Financial Position date in the share capital of companies

include the following subsidiaries:

World Chess Events Limited

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

Nature of business: Organising chess events (Worldwide)



Class of shares:	% holding
Ordinary	100.00

World Chess US, Inc

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

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



Class of shares:	% holding
Ordinary	100.00

World Chess Europe GmbH

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

Nature of business: Various chess related activities



Class of shares:	% holding
Ordinary	100.00

World Chess Sakartvelo LLC

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

Floor 13, Apartment N 128

Nature of business: Organising chess events, chess club activities



Class of shares:	% holding
Ordinary	100.00

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

The results of the subsidiaries identified above are included in the consolidated financial statements. All

subsidiaries are exempt from an audit.

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

INVENTORIES



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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 78 of 87

TRADE AND OTHER RECEIVABLES

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

CASH AND CASH EQUIVALENTS



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

CALLED UP SHARE CAPITAL



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

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

fees of €33,177.

On 24 February 2025, the Company issued 10,666,672 new ordinary shares for total cash consideration of

€400,000 and 12,000,000 new ordinary shares for total consideration of €1,200,000, which had been

received prior to 31 December 2024 and were included within share capital to be issued at that date.

On 3 June 2025, the Company issued 25,757,575 new ordinary shares to Ilya Merenzon, comprising the

conversion of €653,576 of convertible loan notes and a subscription for €356,496. The loan note conversion

was a non-cash transaction, with the balance received in cash during the year. Further details are set out

in note 27.

On 24 June 2025, the Company issued 24,390,243 new ordinary shares to Ilya Merenzon pursuant to a

subscription for cash consideration of €937,920. Further details of this transaction are set out in note 27.

On 26 August 2025, the Company issued 114,348,670 new ordinary shares to a new strategic investor for

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 79 of 87

total cash consideration of €1,714,666, with transaction costs of €102,512 directly attributable to the share

issue recognised as a deduction from equity (share premium).

At 31 December 2025, the number of additional shares authorised for issue is 121,547,012, which includes

25,952,901 shares which the Company has committed to issue in accordance with binding subscription

agreements (2024: 205,326,214 which included 34,333,859 under binding subscription agreements).

SHARE PREMIUM



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

RESERVES

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

Share premium comprises the amount subscribed for share capital which exceeds the nominal value,

after deducting costs of issue.

Share capital to be issued comprises amounts received under binding share subscription agreements

where shares have not yet been issued.

The translation reserve comprises all foreign currency differences arising from the translation of the

financial statements of foreign operations.

Retained earnings comprises the brought forward cumulative profit and loss balances carried forward

from previous accounting periods.

TRADE AND OTHER PAYABLES

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

Included in accruals and deferred income at the start of the period was €579,869 (2024: €530,887) of

deferred income which was recognised as revenue during the year.

FINANCIAL LIABILITIES - BORROWINGS



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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 80 of 87

At 31 December 2025, the Group had no outstanding interest-bearing loans or borrowings (2024:

€1,401,543), the prior year balance having been fully repaid during the year from the proceeds of equity

fundraisings. The Group continues to have access to a loan facility of up to €6,000,000 with UAB Intis

Telecom, which remains available for drawdown. Under the terms of the facility, the interest rate is 12%

per annum, with final repayment due on 31 December 2026.

FINANCIAL LIABILITIES - LEASES

Lease liabilities

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

follows:



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

A right-of-use asset was recognised in 2022 in respect of a lease of premises occupied by the Berlin club

venue, which had an original term of 10 years ending on 31 December 2031. An addition to the right-of-

use asset of €120,705 was recognised during 2023 following an increase in lease payments after a review.

During the year, following the closure of the Berlin club, the lease was terminated and the associated

right-of-use asset and lease liability were derecognised. The resulting gain on derecognition of the lease

liability has been recognised within discontinued operations (see note 8).

Following termination of the lease, the Group has no remaining lease liabilities at 31 December 2025. All

lease-related amounts for the year relate to discontinued operations.

FINANCIAL INSTRUMENTS

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

•

trade and other payables;

•

cash and cash equivalents; and

•

trade and other receivables.

The main purpose of these financial instruments is to finance the Group’s operations and manage

working capital requirements.

Financial instruments are measured at amortised cost. Crypto-assets are not financial instruments and are

measured at fair value through profit or loss. The Group holds crypto-assets as part of its treasury

activities and monitors their fair value at each reporting date. The fair value of crypto-assets is

categorised as Level 1 within the fair value hierarchy, based on quoted prices in active markets.

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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 81 of 87

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

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

to their fair value.

Financial risk management

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

interest rate risk), credit risk and liquidity risk.

The Group manages these risks through an effective risk

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

adverse effects on the Group's financial performance.

Credit risk

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

contractual obligations.

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

deposits.

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

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

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

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

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

recorded.

The Group considers a financial asset to be in default when contractual payments are more than 90 days

past due or where there is other objective evidence that the counterparty is unlikely to pay. This

definition is consistent with the Group’s historical experience and reflects the point at which credit losses

are typically incurred.

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

•

Events, payment is typically received in accordance with multi-year agreement in advance of the

event to which it relates, the Directors therefore consider the credit risk to be low.

•

Online income, payment is typically received annually in advance, the Directors therefore consider

the credit risk to be trivial.

•

Merchandising and Clubs, payment is typically received prior to control of goods purchased being

transferred to the customer, the Directors therefore consider the risk to be non-trivial but minimal.

Credit losses of €6,514 were recognised during the year (2024: €14,010). This amount relates to a specific

provision against a trade receivable and is not representative of the Group’s overall expected credit loss

assessment under IFRS 9.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 82 of 87

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



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

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



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

Liquidity risk and interest rate risk

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

It is the risk that the Group will

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

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

effectiveness to match the requirements of the Group.

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

Foreign currency risk

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

denominated in Euro.

The Group identifies and manages currency risks using an integrated approach

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

For the purpose of short-term

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

difference between assets and liabilities in foreign currencies).

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

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

in accordance with the Group's policy.

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

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

The Group does not have any financial assets or financial liabilities that are subject to enforceable netting

arrangements or similar agreements. Accordingly, no offsetting disclosures are presented.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 83 of 87

CAPITAL MANAGEMENT

The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going

concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders.

The Group's capital management strategy is to retain sufficient working capital for operating

requirements and to ensure sufficient funding is available to meet commitments as they fall due and to

support growth. There are no externally imposed capital requirements.

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



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

Amounts owed to Directors includes balances due to Directors disclosed in note 27 to the financial

statements. Although classified under ‘trade and other payables’ in the Statement of Financial Position,

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

PROVISION FOR LIABILITIES



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

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

Following the closure of the venue and termination of the lease during the year, the obligation ceased to

exist and the provision was fully released, with the resulting credit recognised within discontinued

operations (see note 8)

DEFERRED TAX



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

There are €15,495,849 (2024: €9,917,456) of tax losses available to the Group which, at the applicable tax

rate of 25%, would provide an additional deferred tax asset of €3,873,962 (2024: €2,479,364).

This has not

been recognised in the financial statements due to the uncertainty of the timing of future taxable profits

against which these losses could be utilised.

Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset

current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the

same tax authority.

Analysis of deferred tax:

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 84 of 87

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

CONTINGENT LIABILITIES

The Group has an ongoing claim with one supplier, if the claim is successful then an invoice, amounting

to €1,140,000, will become payable. The invoice has not been provided for in the financial statements as

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

RELATED PARTY DISCLOSURES

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

on page 34 of these consolidated financial statements.

Group undertakings

Intercompany balances and transactions between the Company and its subsidiaries are eliminated on

consolidation. These balances arise from normal trading activities, loans, and cost recharges.

Intercompany loans are measured at amortised cost, with expected credit loss provisions recognised

where applicable under IFRS 9.

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

undertakings.



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

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



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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 85 of 87

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

undertakings.


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

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


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

The following movement on Director (payables) and receivables with the Group took place during the

year ended 31 December 2025.


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

During the year, the Company entered into three additional transactions with Ilya Merenzon, comprising

the issue and conversion of €653,576 of convertible loan notes and subscriptions for new ordinary shares

totalling €1,294,416. On 3 June 2025, 25,757,575 new ordinary shares were issued, comprising the

conversion of the loan notes and a subscription of €356,496. A further 9,090,909 new ordinary shares were

issued on 24 June 2025 for cash consideration of €937,920. These transactions were undertaken at market

price, on terms agreed between the parties, and were approved by the Board.

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 86 of 87

The following movement on Director (payables) and receivables with the Group took place during the

year ended 31 December 2024.


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

The following movement on Director (payables) and receivables with the Company took place during the

year ended 31 December 2025.


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

The following movement on Director (payables) and receivables with the Company took place during the

year ended 31 December 2024.


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

World Chess Plc – Company Registration No. 10589323

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Page 87 of 87

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

Included in trade and other payables



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

Included in trade and other receivables



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

ULTIMATE CONTROLLING PARTY

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

SHARE-BASED PAYMENT TRANSACTIONS

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

fees of €33,177.

SUBSEQUENT EVENTS

Subsequent to the reporting date, on 15 January 2026, the Company issued 8,333,333 new ordinary shares

for total cash consideration of €100,000.

In addition, following shareholder approval, the Company issued a further 175,915,198 new ordinary

shares on 1 April 2026 for total cash consideration of €1,287,758.

The total proceeds raised subsequent to the reporting date amounted to approximately €1.39 million.

These proceeds strengthen the Group’s working capital position.

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World Chess PLC Annual Report 2025

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World Chess PLC — Annual Report 2025

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World Chess PLC Annual Report 2025