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REGISTERED NUMBER: 06361208 (England and Wales)











Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 30 June 2025

for

GFC Holdings Limited

GFC Holdings Limited (Registered number: 06361208)

Contents of the Consolidated Financial Statements
for the Year Ended 30 June 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Statement of Comprehensive Income 11

Consolidated Statement of Financial Position 12

Company Statement of Financial Position 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Statement of Cash Flows 16

Notes to the Consolidated Financial Statements 17


GFC Holdings Limited

Company Information
for the Year Ended 30 June 2025







DIRECTORS: S H Galinson
B D Galinson



SECRETARY: Gillingham Football Club Ltd



REGISTERED OFFICE: Gillingham Football Club Ltd
Priestfield Road
Gillingham
ME7 4DD



REGISTERED NUMBER: 06361208 (England and Wales)



SENIOR STATUTORY AUDITOR: Susan Ambrose FCCA FCA



AUDITORS: Butt Miller
Chartered Accountants and Statutory Auditor
1 Minster Court
Tuscam Way
Camberley
Surrey
GU15 3YY

GFC Holdings Limited (Registered number: 06361208)

Group Strategic Report
for the Year Ended 30 June 2025


The directors present their strategic report of the company and the group for the year ended 30 June 2025.

OVERVIEW OF THE BUSINESS
The Company has continued to act as a Holding Company for the trading subsidiary.

The principal activity of Gillingham Football Club Limited continues to be the operation of a Professional Football Club together with related commercial activities.

The Company also operates a Conferencing and Banqueting business.

The primary aim of the football club and associated businesses is to provide adequate funding to enable success on the field of play.

Review of Business
The Club's long-term objective is to achieve sustainable promotion to the EFL League One and beyond, while maintaining financial stability.

On Pitch we have been investing in recruitment and an experienced coaching staff to improve league standing.

Off-Pitch we are diversifying revenue through the Conferencing and Banqueting Department.

The Youth Academy is an important part of the football business, with a focus on developing talent coming through different age groups.

We are continuing to invest in Priestfield Stadium to enhance both player performance and fan experience. 2025/2026 season will see the completion of an external Fan Zone. This is the next stage of the vision to modernise Priestfield Stadium. The project involves the demolition of the derelict former sports hall behind the Rainham End to build a social hub designed to accommodate home supporters.

Results and performance
The results of the group for the year, as set out on pages 11 to 28, show a loss on ordinary activities before tax of
£5,722,099 (2024: £4,373,753). The total equity of the group was £10,287,530 (2024: £14,481,629).
Turnover showed an decrease to £7.53m for 12 months (2024: £8.22m for 13 months) with a 26% increase in commercial and catering sales in the period. Commercial and retail also increased for this year along with season ticket sales.

The Youth Academy still remains of high importance to our football business; we continue to have a strong talent coming through the different age groups. It always remains a source of deep satisfaction to see products of our Academy playing in the First team, and this year again was no exception.


GFC Holdings Limited (Registered number: 06361208)

Group Strategic Report
for the Year Ended 30 June 2025

PRINCIPAL RISKS AND UNCERTAINTIES
There are several potential risks and uncertainties which could have a material impact on the Clubs long-term performance. These risks and uncertainties are monitored by the Board on a regular basis.

Compliance with regulation, legal and ethical standards is a priority for the Football Club.

Financial risk management objective
The group uses various financial instruments including loans from directors, cash and other items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group's operations.

The existence of these financial instruments exposes the group to several financial risks, which are described in more detail below.

The main risks are cash flow, credit risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised as follows. These policies have remained unchanged from previous years.

Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.

Credit risk
The group's principal financial assets are cash and trade debtors. The credit risk associated with the cash is limited as the counterparties are commercial banks. Credit given to trade debtors is reviewed on a regular basis to ensure credit terms are adhered to.

Cash flow risk
The directors continually update cash flow forecasts to mitigate cash flow risk and to ensure that a suitable level of liquid funds are available at all times.

FUTURE OUTLOOK
Following the appointment of Gareth Ainsworth in 2025, the club has embarked on a "two-year journey" toward promotion.

Continuing the growth of the non-matchday conferencing and commercial business.

The club expects the Fan Zone to be a transformative addition to the matchday experience. Key features of the development include:

The area will feature five bespoke shipping containers serving a rotation of "street food specials," craft beers, and soft drinks.

A dedicated performance stage will host live music and pre-match entertainment, mirroring successful models seen elsewhere in the EFL.

Beyond entertainment, the zone is strategically designed to relieve congestion in the Gordon Road and Rainham End concourses.

With a marquee-style covering, the club aims for the space to be usable throughout the year, potentially hosting non-matchday community events.

The strategic plan is to stabilise the company and make the football club financially sustainable.


GFC Holdings Limited (Registered number: 06361208)

Group Strategic Report
for the Year Ended 30 June 2025

EMPLOYEES, ENVIRONMENTAL AND SOCIAL MATTERS
The club is committed to being an equal-opportunity employer and regularly reviews staff welfare.
Through the Gillingham FC Foundation, the club engages local youths in health and education programs.

ON BEHALF OF THE BOARD:





B D Galinson - Director


23 December 2025

GFC Holdings Limited (Registered number: 06361208)

Report of the Directors
for the Year Ended 30 June 2025


The directors present their report with the financial statements of the company and the group for the year ended 30 June 2025.

PRINCIPAL ACTIVITY
The principal activity of the group continues to be the operation of a professional football club together with related commercial activities.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2025.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 July 2024 to the date of this report.

S H Galinson
B D Galinson

Other changes in directors holding office are as follows:

P D P Scally - resigned 10 October 2024

EMPLOYEE INVOLVEMENT AND DISABLED EMPLOYEES
Within the bounds of commercial confidentiality, staff at all levels are kept fully informed of matters that affect the progress of the company and are of interest to them as employees.

Disabled persons are given full and fair consideration for all types of vacancy. If an existing employee becomes disabled, such steps as are practical and responsible are taken to retain him/her in employment. Where appropriate, assistance with rehabilitation and suitable training are given. Disabled persons have equal opportunities for training, career development and promotion, except so far as such opportunities are constrained by the practical limitations of their disability.

DISCLOSURE IN THE STRATEGIC REPORT
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the directors' report. It has done so in respect of future developments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 and of the profit or loss of the group 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;
- 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 and the group'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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GFC Holdings Limited (Registered number: 06361208)

Report of the Directors
for the Year Ended 30 June 2025


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Butt Miller, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





B D Galinson - Director


23 December 2025

Report of the Independent Auditors to the Members of
GFC Holdings Limited


Opinion
We have audited the financial statements of GFC Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Financial Statements, 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).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2025 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 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.

Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
GFC Holdings Limited


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 Group Strategic Report or the Report of the Directors.

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 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 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.

Report of the Independent Auditors to the Members of
GFC Holdings Limited


Auditors' 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 a Report of the Auditors 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 obtained an understanding of the legal and regulatory frameworks that are applicable to the group and parent company and determined that the most significant are the Companies Act 2006, Employment Law, Health and Safety Law, Data Protections Laws (including UK General Data Protection Regulation (GDPR)) and EFL regulations and enquiries were made with management regarding procedures in place to ensure compliance.

Having reviewed the laws and regulations applicable to the group and parent company, we designed and performed audit procedures to obtain sufficient appropriate evidence. Specifically we:

- Enquired with management on any non-compliance with laws and regulations.
- Reviewed the legal expense accounts to identify potential litigation or claims involving the entity.
- Reviewed internal policies and procedures and external guidance.

We assessed the susceptibility of the group and company's financial statements to material misstatement and fraud and in doing so:

- Considered whether there were areas of the financial statements particularly susceptible to fraud and enquired with management as to any known or suspected instances of fraud and their assessment of fraud risk.

- Considered whether management have incentives and opportunities to manipulate financial results and determined the key audit risks related to completeness of income, management override of controls, valuation of the stadium and completeness of creditors.

- The risk of management override of controls has been reviewed and audited, including through testing journal entries, accounting estimates and other adjustments for appropriateness.

- Designed and performed audit procedures to obtain sufficient appropriate evidence including substantive testing in relation to the valuation of the stadium and creditors.

The audit has been planned and performed in such a way as to best identify risks of material misstatement, however the inherent limitations of audit procedures means that there remains a risk that material misstatements may not be identified. In particular we are aware of the inherent difficulties in detecting irregularities and irregularities that result from fraud may be more difficult to detect than irregularities from errors due, for example, to override of controls, collusion or misrepresentations. In addition, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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 Report of the Auditors.

Report of the Independent Auditors to the Members of
GFC Holdings Limited


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 a Report of the Auditors 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.




Susan Ambrose FCCA FCA (Senior Statutory Auditor)
for and on behalf of Butt Miller
Chartered Accountants and Statutory Auditor
1 Minster Court
Tuscam Way
Camberley
Surrey
GU15 3YY

31 December 2025

GFC Holdings Limited (Registered number: 06361208)

Consolidated Statement of Comprehensive Income
for the Year Ended 30 June 2025

Period
1.6.23
Year Ended to
30.6.25 30.6.24
Notes £    £   

REVENUE 3 7,530,515 8,219,388

Cost of sales (10,191,822 ) (10,122,892 )
GROSS LOSS (2,661,307 ) (1,903,504 )

Administrative expenses (3,094,908 ) (2,441,450 )
(5,756,215 ) (4,344,954 )

Other operating income - 686
(5,756,215 ) (4,344,268 )


Interest payable and similar expenses 5 (15,884 ) (29,485 )
LOSS BEFORE TAXATION 6 (5,772,099 ) (4,373,753 )

Tax on loss 7 - -
LOSS FOR THE FINANCIAL YEAR (5,772,099 ) (4,373,753 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR

(5,772,099

)

(4,373,753

)

Loss attributable to:
Owners of the parent (5,309,138 ) (4,030,914 )
Non-controlling interests (462,961 ) (342,839 )
(5,772,099 ) (4,373,753 )

Total comprehensive loss attributable to:
Owners of the parent (5,309,138 ) (4,030,914 )
Non-controlling interests (462,961 ) (342,839 )
(5,772,099 ) (4,373,753 )

GFC Holdings Limited (Registered number: 06361208)

Consolidated Statement of Financial Position
30 June 2025

2025 2024
Notes £    £   
FIXED ASSETS
Intangible assets 9 742,316 908,029
Property, plant and equipment 10 18,434,617 18,751,708
Investments 11 - -
19,176,933 19,659,737

CURRENT ASSETS
Inventories 12 105,084 164,183
Debtors 13 666,513 672,214
Cash and cash equivalents 81,971 326,390
853,568 1,162,787
CREDITORS
Amounts falling due within one year 14 (1,050,976 ) (2,186,670 )
NET CURRENT LIABILITIES (197,408 ) (1,023,883 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

18,979,525

18,635,854

CREDITORS
Amounts falling due after more than one
year

15

(7,028,242

)

(2,301,190

)

ACCRUALS AND DEFERRED INCOME 19 (1,663,753 ) (1,853,035 )
NET ASSETS 10,287,530 14,481,629

CAPITAL AND RESERVES
Called up share capital 20 2 2
Share premium 21 4,999,999 4,999,999
Other reserves 21 2,883,000 1,305,000
Retained earnings 21 2,265,046 7,574,184
SHAREHOLDERS' FUNDS 10,148,047 13,879,185

NON-CONTROLLING INTERESTS 139,483 602,444
TOTAL EQUITY 10,287,530 14,481,629

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:





B D Galinson - Director


GFC Holdings Limited (Registered number: 06361208)

Company Statement of Financial Position
30 June 2025

2025 2024
Notes £    £   
FIXED ASSETS
Intangible assets 9 - -
Property, plant and equipment 10 17,460,000 17,460,000
Investments 11 1,000,002 1,000,002
18,460,002 18,460,002

CURRENT ASSETS
Debtors 13 250,000 150,000
Cash in hand 1 1
250,001 150,001
CREDITORS
Amounts falling due within one year 14 (2 ) (2 )
NET CURRENT ASSETS 249,999 149,999
TOTAL ASSETS LESS CURRENT
LIABILITIES

18,710,001

18,610,001

CAPITAL AND RESERVES
Called up share capital 20 2 2
Share premium 21 4,999,999 4,999,999
Retained earnings 21 13,710,000 13,610,000
SHAREHOLDERS' FUNDS 18,710,001 18,610,001

Company's profit for the financial year 100,000 108,333

The financial statements were approved by the Board of Directors and authorised for issue on 23 December 2025 and were signed on its behalf by:





B D Galinson - Director


GFC Holdings Limited (Registered number: 06361208)

Consolidated Statement of Changes in Equity
for the Year Ended 30 June 2025

Called up
share Retained Share
capital earnings premium
£    £    £   
Balance at 1 June 2023 2 11,605,098 4,999,999

Changes in equity
Total comprehensive loss - (4,030,914 ) -
Balance at 30 June 2024 2 7,574,184 4,999,999

Changes in equity
Total comprehensive loss - (5,309,138 ) -
Balance at 30 June 2025 2 2,265,046 4,999,999
Other Non-controlling Total
reserves Total interests equity
£    £    £    £   
Balance at 1 June 2023 - 16,605,099 945,283 17,550,382

Changes in equity
Donations 1,305,000 1,305,000 - 1,305,000
Total comprehensive loss - (4,030,914 ) (342,839 ) (4,373,753 )
Balance at 30 June 2024 1,305,000 13,879,185 602,444 14,481,629

Changes in equity
Donations 1,578,000 1,578,000 - 1,578,000
Total comprehensive loss - (5,309,138 ) (462,961 ) (5,772,099 )
Balance at 30 June 2025 2,883,000 10,148,047 139,483 10,287,530

GFC Holdings Limited (Registered number: 06361208)

Company Statement of Changes in Equity
for the Year Ended 30 June 2025

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 June 2023 2 13,501,667 4,999,999 18,501,668

Changes in equity
Total comprehensive income - 108,333 - 108,333
Balance at 30 June 2024 2 13,610,000 4,999,999 18,610,001

Changes in equity
Total comprehensive income - 100,000 - 100,000
Balance at 30 June 2025 2 13,710,000 4,999,999 18,710,001

GFC Holdings Limited (Registered number: 06361208)

Consolidated Statement of Cash Flows
for the Year Ended 30 June 2025

Period
1.6.23
Year Ended to
30.6.25 30.6.24
Notes £    £   
Cash flows from operating activities
Cash generated from operations 25 (5,635,913 ) (2,863,251 )
Interest element of hire purchase payments
paid

(15,884

)

(29,485

)
Net cash from operating activities (5,651,797 ) (2,892,736 )

Cash flows from investing activities
Purchase of intangible fixed assets (255,000 ) (375,000 )
Purchase of tangible fixed assets (38,280 ) (973,050 )
Sale of tangible fixed assets 1,400 -
Net cash from investing activities (291,880 ) (1,348,050 )

Cash flows from financing activities
New loans in year 4,772,000 2,200,000
Loan repayments in year (600,000 ) (205,306 )
Capital repayments in year (50,742 ) (20,560 )
Amount withdrawn by directors - (1,543 )
Donations 1,578,000 1,305,000
Net cash from financing activities 5,699,258 3,277,591

Decrease in cash and cash equivalents (244,419 ) (963,195 )
Cash and cash equivalents at beginning
of year

26

326,390

1,289,585

Cash and cash equivalents at end of
year

26

81,971

326,390

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements
for the Year Ended 30 June 2025


1. STATUTORY INFORMATION

GFC Holdings 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 General 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" and the Companies Act 2006.

The financial statements are prepared in pounds sterling and rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets. The principal accounting policies adopted are set out below.

The previous accounting period was extended to bring it in line with the industry norm. As a result the comparatives, including the notes, are not entirely comparable.

Basis of consolidation
The Group's consolidated financial statements incorporate the financial statements of the parent company GFC Holdings Limited, and entities controlled by the parent company (its subsidiaries). Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

All intra-group transactions balances and unrealised gains on transactions between group companies are eliminated on consolidation. All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by the group.

Going concern
The directors have considered the working capital requirements of the Group for the short and medium term. The club is reliant on cash injections from the owners to fund current spending levels. The owners have confirmed that they are willing and able to continue to support the club for the 12 months following the date of this report. Based on this the directors have a reasonable expectation that the company will have adequate resources to continue in operational existence for at least 12 months from the date of approving these accounts. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

Judgements in applying accounting policies
In preparing these financial statements, the directors have made the following judgements:

To determine whether leases entered into by the Group are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.

To determine whether there are indicators of impairment of the Group's tangible and intangible assets. Factors taken into consideration in reaching a decision include the state of repair and the expected future performance of the asset.

To determine whether provisions such as deferred tax or bad debt provision are required. The directors looked at the likelihood of these provisions crystallising by assessing all the information available at the time in determining their decision.

Key sources of estimation uncertainties
Tangible fixed assets are depreciated over their estimated useful lives taking into account residual values where appropriate. The actual lives may depend on a number of factors including technological innovations, product life cycles and replacement policies. (See note 10)

The directors make an estimate of recoverable value of trade and other debtors. When assessing impairment, the directors consider factors including the current credit rating of the debtor, the ageing profile and historical experience.

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


2. ACCOUNTING POLICIES - continued

Turnover
Turnover includes gate receipts, Football League pool, school income, commercial activities, advertising, television and radio fees, donations, sundry related income and the annual release of grants.

Gate receipts are stated after percentage payments to the Football League, Football Association and visiting football clubs. Revenue from this source is recognised over the course of the football season as games are played.

Sponsorship and similar commercial income is recognised over the duration of the respective contracts.

Income arising from the fixed element of broadcasting revenue is recognised over the duration of the playing season. Facility fees (non-fixed element of broadcasting revenue) which relate to live coverage or highlights of games are recognised as games are played.

Turnover relating to retail and mail order consists of the amounts receivable for goods supplied to customers, excluding value added tax. Mail order sales are recognised on delivery to the customer.

School income is charged at a contracted rate to the local authority based on the number of students attending and is recognised over the course of each school term.

Advance invoicing and season ticket sales are included within deferred income and released to turnover in the relevant accounting period.

All turnover arises in the United Kingdom.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2008, is being amortised evenly over its estimated useful life of twenty years.

Intangible fixed assets
The costs associated with the acquisition of player registrations are capitalised as intangible fixed assets. These costs are amortised over the period of their contract on a straight line basis. An impairment review is carried out at the end of each financial year to establish if any events or changes in circumstances indicate the carrying values may not be recoverable. Signing on fees and subsequent appearance fees are accounted for in the period in which they become payable or receivable.

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 20% on cost
Fixtures and fittings - 25% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 33.33% on cost

Included within Freehold property is the cost of the main pitch which is being depreciated at 20% straight line on cost.

Priestfield Stadium is held by the parent company at a cost of £17,460,000. The stadium is not depreciated on the basis that it is constantly maintained and updated therefore its residual value is considered to be at lest cost.

Any gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and carrying value of the asset and is recognised in the Consolidated Statement of Comprehensive Income.

Non-current investments
In the parent company financial statements investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the Consolidated Statement of Comprehensive Income.

A subsidiary is an entity controlled by the group. Control is power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Stocks
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items, using a mix of the average costing method and the first in first out basis.

Financial instruments
Basic financial assets, including trade and other receivables and cash and bank balances are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost, using the effective interest rate method.

Basic financial liabilities including trade and other payables are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

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

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 statement of financial position date.


GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. The assets of the scheme are invested and managed independently of the finances of the Group. The amounts charged to the Consolidated Statement of Comprehensive Income are shown in Note 4 to the accounts and are charged in the year they are payable.

Leased assets and hire purchase commitments
Assets held under finance leases and hire purchase contracts are capitalised in the Consolidated Statement of Financial Position and depreciated over their expected useful lives. The interest element of leasing payments made under them are charged to the Consolidated Statement of Comprehensive Income over the period of the lease.

All other leases are regarded as operating leases and the payments are charged to the Consolidated Statement of Comprehensive Income on a straight line basis except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

Deferred grants
Grants receivable from the Football Trust and similar bodies in respect of capital expenditure are treated as deferred income and released to the Consolidated Statement of Comprehensive Income over a future period. This period will equal the economic life of the assets to which the grants relate in order to match the income to the depreciation charged on these assets. Deferred grant income in the balance sheet represents total grants received less amounts credited to the Consolidated Statement of Comprehensive Income.

3. REVENUE

The revenue and loss before taxation are attributable to the one principal activity of the group.

An analysis of revenue by class of business is given below:

Period
1.6.23
Year Ended to
30.6.25 30.6.24
£    £   
Football 3,495,463 3,760,556
Commercial 2,334,535 1,849,179
School 68,491 833,087
Shop 518,864 579,293
Youth Academy 652,507 725,084
Programmes 53,741 65,042
Kiosks 359,451 404,769
Sundry income and donation 12,463 2,378
Transfer fees 35,000 -
7,530,515 8,219,388

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


4. EMPLOYEES AND DIRECTORS
Period
1.6.23
Year Ended to
30.6.25 30.6.24
£    £   
Wages and salaries 6,014,299 5,855,111
Social security costs 689,064 646,832
Other pension costs 62,561 69,328
6,765,924 6,571,271

The average number of employees during the year was as follows:
Period
1.6.23
Year Ended to
30.6.25 30.6.24

Administration and director 17 17
Coaches, ground staff and management 11 11
Players 26 26
Other commercial activities 263 256
317 310

Period
1.6.23
Year Ended to
30.6.25 30.6.24
£    £   
Directors' remuneration - -

5. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
1.6.23
Year Ended to
30.6.25 30.6.24
£    £   
Hire purchase 15,884 29,485

6. LOSS BEFORE TAXATION

The loss is stated after charging/(crediting):

Period
1.6.23
Year Ended to
30.6.25 30.6.24
£    £   
Depreciation - owned assets 355,242 371,313
Profit on disposal of fixed assets (1,270 ) -
Goodwill amortisation 134,541 134,541
Players registration amortisation 286,172 184,209
Auditors' remuneration 22,000 36,844

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


7. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 30 June 2025 nor for the period ended 30 June 2024.

8. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


9. INTANGIBLE FIXED ASSETS

Group
Players
Goodwill registration Totals
£    £    £   
COST
At 1 July 2024 2,690,812 590,000 3,280,812
Additions - 255,000 255,000
At 30 June 2025 2,690,812 845,000 3,535,812
AMORTISATION
At 1 July 2024 2,152,656 220,127 2,372,783
Amortisation for year 134,541 286,172 420,713
At 30 June 2025 2,287,197 506,299 2,793,496
NET BOOK VALUE
At 30 June 2025 403,615 338,701 742,316
At 30 June 2024 538,156 369,873 908,029

10. PROPERTY, PLANT AND EQUIPMENT

Group
Fixtures
Freehold and Motor Computer
property fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 July 2024 18,018,081 2,095,173 123,016 205,716 20,441,986
Additions - 18,387 - 19,893 38,280
Disposals - - (29,060 ) - (29,060 )
At 30 June 2025 18,018,081 2,113,560 93,956 225,609 20,451,206
DEPRECIATION
At 1 July 2024 428,749 972,475 99,387 189,667 1,690,278
Charge for year 75,251 263,050 5,885 11,056 355,242
Eliminated on disposal - - (28,931 ) - (28,931 )
At 30 June 2025 504,000 1,235,525 76,341 200,723 2,016,589
NET BOOK VALUE
At 30 June 2025 17,514,081 878,035 17,615 24,886 18,434,617
At 30 June 2024 17,589,332 1,122,698 23,629 16,049 18,751,708

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


10. PROPERTY, PLANT AND EQUIPMENT - continued

Group

Assets held under HP agreements originally cost £255,502 (2024: £255,502) and have a net book value of £107,762 (2024: £143,683). Depreciation charged for the year was £35,921 (2024 : £51,123).

Company
Freehold
property
£   
COST
At 1 July 2024
and 30 June 2025 17,460,000
NET BOOK VALUE
At 30 June 2025 17,460,000
At 30 June 2024 17,460,000

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 July 2024
and 30 June 2025 1,000,002
NET BOOK VALUE
At 30 June 2025 1,000,002
At 30 June 2024 1,000,002

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

Gillingham Football Club Ltd
Registered office: Priestfield Stadium, Redfern Avenue, Gillingham, Kent, ME7 4DD
Nature of business: Football league club
%
Class of shares: holding
Ordinary share 92.01


12. STOCKS

Group
2025 2024
£    £   
Stocks 105,084 164,183

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 559,930 606,326 - -
Amounts owed by group undertakings - - 250,000 150,000
Other debtors 30,194 8,602 - -
VAT - 16,900 - -
Prepayments and accrued income 76,389 40,386 - -
666,513 672,214 250,000 150,000

Other debtors include £10,549 (2024: £8,602) due from Paul Scally, who resigned as a director on 10 October 2024.

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Other loans (see note 16) - 603,860 - -
Hire purchase contracts (see note 17) 46,188 51,982 - -
Trade creditors 665,995 824,526 - -
Social security and other taxes 242,118 173,078 - -
VAT 11,042 - - -
Other creditors 42,610 407,988 2 2
Accrued expenses 43,023 125,236 - -
1,050,976 2,186,670 2 2

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2025 2024
£    £   
Other loans (see note 16) 6,972,000 2,200,000
Hire purchase contracts (see note 17) 56,242 101,190
7,028,242 2,301,190

16. LOANS

An analysis of the maturity of loans is given below:

Group
2025 2024
£    £   
Amounts falling due within one year or on demand:
Other loans - 603,860
Amounts falling due between two and five years:
Other loans - 2-5 years 6,972,000 2,200,000

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase
contracts
2025 2024
£    £   
Net obligations repayable:
Within one year 46,188 51,982
Between one and five years 56,242 101,190
102,430 153,172

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2025 2024
£    £   
Hire purchase contracts 102,430 153,172
Other loans 6,972,000 2,800,000
7,074,430 2,953,172

Hire purchase contracts are secured on the assets to which they relate.

Hire purchase contracts are secured on the assets to which they relate. The loan for £Nil (2024: £600,000) from Three Directors Limited, as mentioned in Note 23, is secured by a debenture comprising a fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant & machinery. This is in addition to a legal charge in relation to the freehold property and the policies of insurance including proceeds of any claims.

The loan for £6,972,000 (2024: £2,200,000) from B D Galinson, as mentioned in Note 23, is secured by a charge over the freehold property and land registry title. This contains a fixed and floating charge. The floating charge covers all the property or undertaking of the group and contains a negative pledge.

Barclays Bank Plc have registered a debenture with a fixed and floating charge over the subsidiary and all property and assets present and future, including goodwill, book debts, uncalled capital, buildings, fixtures.

19. ACCRUALS AND DEFERRED INCOME

Group
2025 2024
£    £   
Accruals and deferred income 1,663,753 1,853,035

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
1,000 Ordinary £0.00 2 2 2

Ordinary shares are non-redeemable and have full rights relating to voting, dividends and distributions.

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


21. RESERVES

Group
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 July 2024 7,574,184 4,999,999 1,305,000 13,879,183
Deficit for the year (5,309,138 ) (5,309,138 )
Donations - - 1,578,000 1,578,000
At 30 June 2025 2,265,046 4,999,999 2,883,000 10,148,045

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 July 2024 13,610,000 4,999,999 18,609,999
Profit for the year 100,000 100,000
At 30 June 2025 13,710,000 4,999,999 18,709,999


22. CAPITAL COMMITMENTS

The Group didn't have any capital commitments as at 30th June 2025 (2024: £Nil).

23. RELATED PARTY DISCLOSURES

Three former directors of the company, including P Scally, are also directors of Three Directors Limited which was owed £Nil at 30 June 2025 (2024: £600,000). This amount is interest free and shown in Other loans.

Included in Other debtors is a loan of £19,645 paid to Gillingham FC Foundation Limited, a charitable organisation under the control of the club, during the year. When the company's charitable status has been confirmed, this amount will be donated to the foundation.

The subsidiary paid rent of £100,000 (2024: £108,333) to GFC Holdings Limited in relation to the rent of Priestfield Stadium.

Hatcham Management Limited, a company of which P Scally is the sole director, invoiced the subsidiary £Nil (2024: £200,000) for consultancy services.

B D Galinson, director was owed £6,972,000 (2024: 2,200,000). This amount is interest free and shown in Other loans. B D Galinson also made non-repayable donations of £1,578,000 (2024: £1,305,000) during the period which are included in Other reserves.

L Scally, a daughter of P Scally, paid the company £1,873 in relation to a car lease (2024: £Nil).

24. ULTIMATE CONTROLLING PARTY

As at the year end, the ultimate parent company was GFAM Holdings LLC and the immediate parent company was Up The Gills LLC, an entity registered in the United States of America with registered address 2140 S Dupont Hwy, Camden, Deleware, 19934.

GFC Holdings Ltd is the parent company of the largest and smallest group for which consolidated accounts are prepared.

B D Galinson and S H Galinson are the ultimate controlling party.

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


25. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period
1.6.23
Year Ended to
30.6.25 30.6.24
£    £   
Loss before taxation (5,772,099 ) (4,373,753 )
Depreciation charges 775,955 690,063
Profit on disposal of fixed assets (1,270 ) -
Finance costs 15,884 29,485
(4,981,530 ) (3,654,205 )
Decrease/(increase) in inventories 59,099 (58,060 )
Decrease/(increase) in trade and other debtors 5,701 (218,724 )
(Decrease)/increase in trade and other creditors (719,183 ) 1,067,738
Cash generated from operations (5,635,913 ) (2,863,251 )

26. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 30 June 2025
30.6.25 1.7.24
£    £   
Cash and cash equivalents 81,971 326,390
Period ended 30 June 2024
30.6.24 1.6.23
£    £   
Cash and cash equivalents 326,390 1,289,585


27. ANALYSIS OF CHANGES IN NET DEBT

At 1.7.24 Cash flow At 30.6.25
£    £    £   
Net cash
Cash and cash equivalents 326,390 (244,419 ) 81,971
326,390 (244,419 ) 81,971
Debt
Finance leases (153,172 ) 50,742 (102,430 )
Debts falling due within 1 year (603,860 ) 603,860 -
Debts falling due after 1 year (2,200,000 ) (4,772,000 ) (6,972,000 )
(2,957,032 ) (4,117,398 ) (7,074,430 )
Total (2,630,642 ) (4,361,817 ) (6,992,459 )

28. PENSION COMMITMENTS

The subsidiary contributes to defined contribution pension schemes for the benefit of the players. The assets of the schemes are administered by trustees in funds independent from those of the group. The total cost for the period was £21,405 (2024 : £20,233).

GFC Holdings Limited (Registered number: 06361208)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 30 June 2025


29. CONTINGENT ASSETS

At 30 June 2025 the subsidiary had contingent sums receivable from other clubs in respect of players sold. Due to the uncertainty of receipt of these contingent assets it is not practicable to disclose the amount likely to be received.