The directors present the strategic report for the year ended 30 June 2025.

The Company continues to pay interest to its external loan note holders, which amounted to £5,000 (2024: £25,000) during the year. To fund these payments, the Company has back to back loan notes in place with ITFC, under which the Company received £5,000 (2024: £25,000) of interest during the year.

With the support of the back to back arrangement with ITFC, the Company wrote to external loan note holders offering to redeem all outstanding amounts. This led to the redemption of loan notes amounting to £343,000 during the year. As at 30 June 2024, loan notes of £48,000 (2024: £391,000) remained in issue along with back to back loan notes with ITFC of £48,000 (2024: £391,000).

The loss after taxation amounted to £2,000 (2024: £5,000).

The Directors have reviewed the carrying value of the investment held in ITFC and have determined that no adjustment is required.

The principal risk to the Company is liquidity risk, which is managed by having matching back to back arrangements with ITFC which mirror its main external liabilities, being the servicing of the external loan notes. In addition any short term working capital requirements are made available by ITFC.

Therefore, the financial strength of ITFC, which itself is directly linked to the success of its own first team playing squad, is one of the main factors.

The Companies (Miscellaneous Reporting) Regulations 2018 require qualifying companies to publish a statement explaining how the directors have had regard to matters set out in section 172(1) (a) to (f) of the Companies Act 2006 in performing their duties under section 172.

In accordance with section 172, the Directors confirm that they have acted 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 shareholders as a whole. The paragraphs below summarise how the Directors have had regard to the matters set out in section 172(1) of the Act:

The likely consequences of any decision in the long term - the decision to redeem external loan notes has been made to secure the company's obligations.

The need to foster the company's business relationships - open lines of communication have been maintained with ITFC and convertible loan note 2035 holders.

The need to act fairly as between members of the company - transparent communication with shareholders has been prioritised.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

The principal activity of the Company is to act as a holding Company for the investment in, and to provide external finance to the Ipswich Town Football Club Company Limited Group (“ITFC”).

The results for the year are set out on page 7.

No ordinary dividends were paid (2024: £nil). The directors do not recommend payment of a final dividend.

No preference dividends were paid (2024: £nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

There were no political or charitable contributions made by the Company during the year (2024: £nil).

On 1 September 2025 our auditors, Ensors Accountants LLP, merged with Azets Audit Services Limited. Accordingly Ensors Accountants LLP formally resigned as the company’s auditors with the directors duly appointing Azets Audit Services Limited, trading as Ensors to fill the vacancy arising.

The auditor, Azets Audit Services Limited, trading as Ensors will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The Directors believe that the Company’s available resources and ongoing financial support from other parties, as described in note 1 (Accounting Policies), are sufficient to allow the Company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment. Furthermore the Company has been given a letter of intent to provide ongoing support from Ipswich Town Football Club Company Limited for at least 18 months from the date of these financial statements which will allow the Company to continue in operational existence and meet their liabilities as they fall due for payment.

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 have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of 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 judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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 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.

We have audited the financial statements of Ipswich Town PLC (the 'company') for the year ended 30 June 2025 which comprise the statement of income and retained earnings, the balance sheet, the statement 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 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).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• 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 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, 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.

Conclusions relating to 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.

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.

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. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements 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.

As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 the 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 Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Our audit was designed to include tests of detail together with an assessment of the control environment to enable us to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement due to fraud. This included work on areas where we consider there is a higher risk of fraud including transactions with related parties, revenue recognition, management override of systems and control and accounting estimates.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

• obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company are complying with the legal and regulatory framework;

• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known, actual, suspected or alleged instances of fraud;

• discussed matters about non-compliance with laws or regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud;

• reviewing minutes of meetings of those charged with governance;

• robustly challenged accounting estimates to ensure no indication of management bias.

However, it is primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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 so that we might state to the company's members those matters we are required to state to them in an auditor's 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

Ipswich Town PLC is a public company limited by shares incorporated in England and Wales. The registered office is Portman Road, Ipswich, IP1 2DA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1,000.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the following reasons.true

A full assessment of the current and future financial resources of the Company has been undertaken by the board of directors. As part of this assessment the directors considered all liabilities both actual and contingent as well as the following factors:

• all external loan note obligations of the Company are mirrored by back to back arrangements with Ipswich Town Football Club Company Limited ("ITFC") and accordingly any liabilities due can be fully funded through this arrangement;

• the Company has been given a letter of intent from ITFC to provide ongoing financial support, for at least 18 months from the date of these financial statements;

• ITFC has the financial support of its owners, and the directors of the Company have the reasonable expectation that ITFC has the resources to continue to meet its obligations to the Company and provide on-going support.

The directors have therefore concluded that the Company's available resources and ongoing financial support from other parties are sufficient to allow the Company to continue in operational existence for the foreseeable future by meeting its liabilities as they fall due for payment.

As with any Company placing reliance on other parties for financial support, the directors acknowledge that there can be no certainty that this support will continue indefinitely, although, at the date of approval of these financial statements, they have no reason to believe that it will not do so. Furthermore, the directors acknowledge that the support given under the relationship agreement is limited to liabilities arising from the Company's statutory obligations.

Investments represent the value of shares held in and loan notes issued to ITFC, less any provision or impairment. Impairment provisions are recognised when it becomes apparent that a diminution in value has occurred. Given the back to back arrangements with ITFC the loan note investment is deemed a liquid resource as the Company receives amounts from ITFC to match the outgoings of interest and capital paid to external loan note holders.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include investments in loan notes, debtors, cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, such as the investment in shares held in ITFC are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably, such as the investment in shares held in ITFC, are measured at cost less impairment.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors and the debt element of convertible loan notes, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments, including convertible loan notes are subsequently carried at amortised cost, using the effective interest rate method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The charge or credit for taxation is based on the result for the year and takes into account deferred taxation because of timing differences between the treatment of certain items for taxation and accounting purposes. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following have been identified as being significant judgements and estimates:

Valuation of fixed asset investments

Certain fixed asset investments are measured at cost less provision for impairment. When assessing for impairment management apply judgement in determining whether there have been any indications of impairment and a reliable basis to determine the recoverable amount of the investment which may involve estimates of future cash flows and events.

Certain costs, including staff related costs, auditor’s remuneration and operating leases are borne by Ipswich Town Football Club Company Limited and are not recharged to the Company.

The Directors did not receive any remuneration for their services to the Company. Audit fees for the year were £4,750 (2024: £4,525).

The average monthly number of persons employed by the company during the year was:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Deferred tax is not recognised in respect of unused tax losses of £134,000 (2024: £134,000).

The investment in shares represents an interest of less than 1% in Ipswich Town Football Club. Given the lack of marketability of such a minority holding, the investment continues to be carried at £nil value.

The convertible loan notes 2035 amount to £48,000 (2024: £391,000). Depending on when they were issued these loan notes carry an annual coupon of between 6% - 7.5% payable twice yearly in arrears. The Company is entitled to redeem the loan notes prior to their scheduled maturity in 2035, subject to prior consent of the loan note holder. The convertible loan notes may be redeemed at the noteholders’ option at a maximum rate of 10% per annum on 30 September of each year from, at the earliest, 30 September 2009 assuming Ipswich Town Football Club is not in the Premier League. This rate increases to a maximum of 20% per annum in any year that the Club is in the Premier League. The loan notes are convertible to ordinary shares at any time at the option of the note holders. The conversion rate is one ordinary share for each £20 of loan notes. During the year, £nil of loan notes were converted into share capital (2024: £nil).

During the year, the Company redeemed £343,000 (2024: £3,000) of loan notes with the consent of the noteholders. If the noteholders do not exercise their redemption options, the remaining loan notes are due for redemption in 2035.

The preference shares of £1 each, paid up as to one quarter, have the following rights:

• to receive from 31 December 2020, out of the profits of the Company available for distribution and resolved to be distributed, a fixed cumulative preferential dividend at the rate of 0.001 per cent. per annum (net) on capital for the time being issued and paid up on such share; and

• full repayment of capital paid up on such Preference Shares out of the assets of the Company in the event of a return of capital and payment of arrears or accruals of the Preferential Dividend due on that date. The Preference Shares shall rank on such a return of capital in priority to all other shares of the Company from time to time in issue. The Preference Shares are non-voting unless any preferential dividend shall be in arrears by at least three months.

The Company may, subject to the Act, at its option redeem all or any of the Preference Shares at par at any time after their date of issue.

The share premium accounts represents net proceeds of issuing shares in excess of the nominal value of the shares issued.

The profit and loss account includes all current and prior period retained profits and losses.

The Company has a participating interest in Ipswich Town Football Club Company Limited (ITFC). Amounts included in debtors and creditors are repayable on demand and interest free.

The loan notes held by the Company in ITFC, as detailed in note 8, have terms which mirror the convertible loan notes 2035 held by individuals in the Company, as detailed in note 13.