Registered number: 05843042
For the Year Ended 30 June 2024
Company Information
Contents
Strategic Report
For the Year Ended 30 June 2024
The Directors present their Strategic Report on the company for the year ended 30 June 2024.
We aim to present a balanced and comprehensive review of the development and performance of the company during the year ‘FY24’ and at the year end.
Classic Football Company Limited trades as ‘Classic Football Shirts’ which specialises in the sale of football merchandise, primarily football shirts. The company operates as a retailer, globally through our website and through our physical store locations.
The company continued with expansion plans during the year aided by improved availability of current season products, greater classic offering, as well as increasing the presence of physical stores in Europe and U.S.A. The company remains the market leader in its sector of the industry and this is demonstrated by a growth in revenue of 30% year on year. The directors remain pleased with the growth in the year and plan to continue expansion to meet the demand of ‘Classic Football Shirts’ growing customer base and to ultimately continue to fulfil our company purpose, vision and mission below:
Classic Football Company Limited trades as ‘Classic Football Shirts’ which specialises in the sale of football merchandise, primarily football shirts. The company operates as a retailer, globally through our website and through our physical store locations.
The company continued with expansion plans during the year aided by improved availability of current season products, greater classic offering, as well as increasing the presence of physical stores in Europe and U.S.A. The company remains the market leader in its sector of the industry and this is demonstrated by a growth in revenue of 30% year on year. The directors remain pleased with the growth in the year and plan to continue expansion to meet the demand of ‘Classic Football Shirts’ growing customer base and to ultimately continue to fulfil our company purpose, vision and mission below:
During the year, the company received investment from The Chernin Group, bringing in additional capital and expertise to support growth and strategic initiatives. The founding Directors continue to operate the company, but as part of infrastructure improvements this now includes a Senior Management Team and an improved board structure. Included in the Profit and Loss account are exceptional items relating to this investment, which are further explained in the notes to the Financial Statements.
The principal risks and uncertainties that face the company focus around maximising the growth opportunities that exist within the market, whilst ensuring operational efficiencies alongside continuous improvement and investment into the infrastructure.
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Strategic Report (continued)
For the Year Ended 30 June 2024
The directors ensure that the key financial performance indicators are reviewed regularly on management reports which are summarised below. It should be noted that EBITDA excludes exceptional costs, interest, corporation tax and depreciation/amortisation.
This report was approved by the board and signed on its behalf.
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Directors' Report
For the Year Ended 30 June 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
The profit for the year, after taxation, amounted to £1,326,099 (2023 -£4,524,157).
The directors recommend that no dividend be paid for this financial year.
The company is committed to re-investing into the core areas of our business to drive sustainable growth. In the upcoming period, we plan to continue to focus on the development of our infrastructure and improvement of processes.
The directors who served during the year were:
Subsequent to the reporting period, the company received further co-investment which relates to the in-year investment. The capital received is intended to support the company’s strategic initiatives, including expanding operations and enhancing infrastructure.
On 21 November 2024, Classic Football Company acquired 100% of the ordinary share capital of AwayDaysYT LTD (Company registration number 15482006). The company has been partnering with AwayDaysYT LTD for many years and identifies this acquisition as a strategic partnership to strengthen the marketing and content team.
On 21 November 2024, Classic Football Company acquired 100% of the ordinary share capital of AwayDaysYT LTD (Company registration number 15482006). The company has been partnering with AwayDaysYT LTD for many years and identifies this acquisition as a strategic partnership to strengthen the marketing and content team.
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Directors' Report (continued)
For the Year Ended 30 June 2024
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Independent Auditors' Report to the Members of Classic Football Company Limited
We have audited the financial statements of Classic Football Company Limited (the 'Company') for the year ended 30 June 2024, which comprise the Statement of Income and Retained Earnings, the Balance Sheet, the Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard 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.
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.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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. 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 this gives rise to 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.
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Independent Auditors' Report to the Members of Classic Football Company Limited (continued)
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.
In the light of the knowledge and understanding of the 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.
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Independent Auditors' Report to the Members of Classic Football Company Limited (continued)
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 Auditors' 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was ware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any ctual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
−Identifying, evaluating, and complying with laws and regulations; and
−Detecting and responding to the risks of fraud.
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.
Audit response to risks identified
Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Independent Auditors' Report to the Members of Classic Football Company Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
SK1 3GG
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Statement of Income and Retained Earnings
For the Year Ended 30 June 2024
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Balance Sheet
As at 30 June 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 31 form part of these financial statements.
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Statement of Cash Flows
For the Year Ended 30 June 2024
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Statement of Cash Flows (continued)
For the Year Ended 30 June 2024
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Analysis of Net Debt
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
Classic Football Company Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company is exempt from the requirement to prepare consolidated financial statements as all of its subsidiaries are required to be excluded from consolidation by section 402 of the Companies Act 2006.
Functional and presentation currency
Transactions and balances
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Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
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Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
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Notes to the Financial Statements
For the Year Ended 30 June 2024
2.Accounting policies (continued)
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, 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 a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 statement of 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 balance sheet date.
Financial assets and liabilities are offset and the net amount reported in the balance sheet 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.
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Notes to the Financial Statements
For the Year Ended 30 June 2024
Stock provision
A specific provision of £600k has been made against stock, in order to reduce the valuation to the net realisable value.
A general stock provision based on ageing of clearance stock has been made, in order to reduce the valuation to the estimated net realisable value.
The whole of the turnover is attributable to the principal activity of the Company.
Analysis of turnover by country of destination:
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
There were no factors that may affect future tax charges.
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
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Notes to the Financial Statements
For the Year Ended 30 June 2024
22.Deferred taxation (continued)
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Notes to the Financial Statements
For the Year Ended 30 June 2024
23.Share capital (continued)
On 5 March 2024, 1,277 Ordinary shares of £0.01 were allotted for £48.21 and 100 Ordinary shares of £0.01 were allotted for £109.63.
On the same day, these 21,377 Ordinary shares of £0.01 were sub-divided into 21,377,000 Ordinary shares of £0.00001; and
6,247,284 Preferred Ordinary shares of £0.00001 were allotted for £1.8408 and 3,000 V shares of £0.00001 were allotted for £0.01; and
10,321,600 Ordinary shares of £0.00001 were redesignated to 10,321,600 Preferred Ordinary shares of £0.00001.
The Ordinary shares confer full voting rights and in respect of dividends, the right to participate in a distribution with such amount as calculated in accordance with article 4. on a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the ordinary shares shall be entitled to receive the amount calculated in accordance with the formula set out in article 5.1. the ordinary shares are not redeemable.
The Preferred Ordinary shares confer full voting rights and in respect of dividends, the right to participate in a distribution with such amount as calculated in accordance with Article 4. On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the Preferred Ordinary shares shall be entitled to receive the amount calculated in accordance with the formula set out in Article 5.1. The Preferred Ordinary shares are not redeemable.
The V shares do not confer voting rights or in respect of dividends, the right to participate in a distribution. On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the V shares shall be entitled to receive the amount calculated in accordance with the formula set out in article 5.1. The V shares are not redeemable.
On the same day, these 21,377 Ordinary shares of £0.01 were sub-divided into 21,377,000 Ordinary shares of £0.00001; and
6,247,284 Preferred Ordinary shares of £0.00001 were allotted for £1.8408 and 3,000 V shares of £0.00001 were allotted for £0.01; and
10,321,600 Ordinary shares of £0.00001 were redesignated to 10,321,600 Preferred Ordinary shares of £0.00001.
The Ordinary shares confer full voting rights and in respect of dividends, the right to participate in a distribution with such amount as calculated in accordance with article 4. on a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the ordinary shares shall be entitled to receive the amount calculated in accordance with the formula set out in article 5.1. the ordinary shares are not redeemable.
The Preferred Ordinary shares confer full voting rights and in respect of dividends, the right to participate in a distribution with such amount as calculated in accordance with Article 4. On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the Preferred Ordinary shares shall be entitled to receive the amount calculated in accordance with the formula set out in Article 5.1. The Preferred Ordinary shares are not redeemable.
The V shares do not confer voting rights or in respect of dividends, the right to participate in a distribution. On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the V shares shall be entitled to receive the amount calculated in accordance with the formula set out in article 5.1. The V shares are not redeemable.
Share premium account
Profit and loss account
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Notes to the Financial Statements
For the Year Ended 30 June 2024
The Company operates a defined contribution pension scheme. The pension contribution charge for the year represented the contributions payable by the Company to the scheme and amounted to £76,955 (2023: £59,693). The outstanding amount payable at the year end is £22,756 (2023: £14,157).
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Notes to the Financial Statements
For the Year Ended 30 June 2024
The ultimate controlling company is TCG 3.0 CFS, LP (file number 3139331 incorporated under the laws of Delaware (USA)).
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