REGISTERED NUMBER: 10693631 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

TOCA FOOTBALL UK LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr A D Harman

Mr M J Brent

REGISTERED OFFICE:

240 High Holborn

3rd Floor

London

WC1V 7DN

REGISTERED NUMBER:

10693631 (England and Wales)

SENIOR STATUTORY AUDITOR:

Mr Graham David Lyon FCCA

AUDITORS:

CG LEE Limited

Chartered Certified Accountants

Statutory Auditors

Ingram House

Meridian Way

Norwich

Norfolk

NR7 0TA

FIXED ASSETS

Intangible assets

4

273,916

337,273

Tangible assets

5

79,818

84,366

Investments

6

300

400

354,034

422,039

CURRENT ASSETS

Debtors: amounts falling due within one year

7

1,453,013

1,595,393

Debtors: amounts falling due after more than one year

7

18,489,751

14,228,109

Cash at bank and in hand

51,044

196,493

19,993,808

16,019,995

CREDITORS

Amounts falling due within one year

8

(294,178

)

(342,357

)

NET CURRENT ASSETS

19,699,630

15,677,638

TOTAL ASSETS LESS CURRENT LIABILITIES

20,053,664

16,099,677

CREDITORS

Amounts falling due after more than one year

9

(50,213,506

)

(39,500,815

)

NET LIABILITIES

(30,159,842

)

(23,401,138

)

CAPITAL AND RESERVES

Called up share capital

11

71,000

71,000

Retained earnings

(30,230,842

)

(23,472,138

)

SHAREHOLDERS' DEFICIT

(30,159,842

)

(23,401,138

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr M J Brent - Director

1.	STATUTORY INFORMATION

Toca Football UK 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

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

As at 31 December 2024, the company had net liabilities of £30,159,842, which includes an amount of £50,041,862 due to the ultimate parent company Toca Football, Inc and £171,644 due to a subsidiary of the ultimate parent company but amounts due of £18,353,162 from group companies.

Toca Football, Inc. has confirmed for the period of at least twelve months following the signing of these financial statements that it will provide financial support to fund the company's ongoing operations and that it will not seek repayment of amounts due to it if to do so would create a situation whereby the company is unable to pay its debts as they fall due.

Based on this confirmation and the nature of the net liabilities at 31 December 2024, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Toca Football UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, TOCA Football, Inc, 2777 Bristol Street Suite D, Costa Mesa, CA 92626 USA..

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Software costs are considered to have a useful life of five years and are amortised on a straight line basis.

Tangible assets

Tangible assets are initially recorded at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is provided at the following rates in order to write off each asset from when they are brought in to use, over the estimated useful life or, if held under finance lease, over the lease term which ever is shorter.

Plant and Machinery etc - 5 years straight line

Computer Equipment - 5 years straight line

Leasehold Improvements - Straight line over life of lease

Investments in subsidiaries

Investments in subsidiary undertakings are held at cost less accumulated impairment losses.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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.

Research and development

Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

Rentals paid under operating leases are charged to income on a straight line basis over the period of the lease. Incentives received to enter into an operating lease are credited to income, to reduce the lease expense, on a straight-line basis over the period of the lease.

Pension costs and other post-retirement benefits

Short term benefits, including holiday pay and other similar non-monetary benefits are recognised as an expense in the period in which the service is received.

The company operates defined contribution pension schemes for its employees. Contributions are recognised as an expense when they are due. Amounts not paid are included in other creditors in the balance sheet.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 42 (2023 - 40 ) .

4.	INTANGIBLE ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

520,812

Additions

51,007

At 31 December 2024

571,819

AMORTISATION

At 1 January 2024

183,539

Charge for year

114,364

At 31 December 2024

297,903

NET BOOK VALUE

At 31 December 2024

273,916

At 31 December 2023

337,273

5.	TANGIBLE ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2024

4,022

173,438

177,460

Additions

-

45,820

45,820

At 31 December 2024

4,022

219,258

223,280

DEPRECIATION

At 1 January 2024

4,022

89,072

93,094

Charge for year

-

50,368

50,368

At 31 December 2024

4,022

139,440

143,462

NET BOOK VALUE

At 31 December 2024

-

79,818

79,818

At 31 December 2023

-

84,366

84,366

6.	INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

400

Disposals

(100

)

At 31 December 2024

300

NET BOOK VALUE

At 31 December 2024

300

At 31 December 2023

400

7.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Other debtors

1,453,013

1,595,393

Amounts falling due after more than one year:

Amounts owed by group undertakings

18,353,162

14,091,520

Other debtors

136,589

136,589

18,489,751

14,228,109

Aggregate amounts

19,942,764

15,823,502

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

90,618

73,862

Taxation and social security

101,714

124,677

Other creditors

101,846

143,818

294,178

342,357

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

50,213,506

39,500,815

10.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

42,995

171,980

Between one and five years

-

42,995

42,995

214,975

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,000

Ordinary

£1

1,000

1,000

70,000

Preference shares

£1

70,000

70,000

71,000

71,000

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Mr Graham David Lyon FCCA (Senior Statutory Auditor)

for and on behalf of CG LEE Limited

13.	RELATED PARTY DISCLOSURES

14.	PARENT AND ULTIMATE CONTROLLING PARTY