1.
General Information
Morecambe Football Club.Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
00224792
. The registered office is Mazuma Stadium, Christie Way, Morecambe, LA4 4TB.
2.
Accounting Policies
2.1.
Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and 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 sterling, which is the functional currency of the club. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
2.2.
Going Concern Disclosure
The Club generated a loss before taxation of £1,023,450 in the year ended 31 May 2025 (2024: £1,194,058). As at 31 May 2025, the Club had net current liabilities of £3,435,826 (2024: £2,655,733), accumulated losses on the profit and loss reserve of £2,488,595, and was reliant on borrowings from its then majority shareholders totalling £2,999,371 classified within current liabilities.
As described in Note 25, subsequent to the year end, control of the Club transferred on 18 August 2025 to PWSL, which became the new ultimate controlling party. Prior to the transfer, the Club experienced severe financial distress including non-payment of staff wages for two months and a winding-up petition from HMRC, which was subsequently withdrawn. On completion, substantially all existing shareholder loans were assigned to or assumed by PWSL and its consortium of funding entities.
The Club was relegated from League Two to the National League at the end of the 2024/25 season, and subsequently relegated from the National League to National League North at the end of 2025/26 season. This represents the Club's third relegation in four seasons. The impact of these relegations on the Club's revenue base has been significant: central league distributions have reduced from £944,000 (EFL Basic Award, FY25) to substantially lower National League distributions in FY26, with a further reduction anticipated on entry to National League North in FY27. Matchday, commercial and sponsorship income has also been impacted as a result.
The following funding instruments are in place to support the Club's continued operations:
(a) Master Loan Agreement: An agreement dated 31 March 2026 between JKM Capital Ltd and the Club for £2,086,300, interest-free, repayable over 10 years. This formalises the cumulative advances made by the consortium to the Club since the takeover.
(b) BGI Loan Assignment: The Bond Group Investments Limited loan was assigned to PWSL on 17 August 2025 at a balance of £1,619,191, which included accrued interest charged during the period of Bond Group's control.
(c) PWSL Funding Commitment Letter: A letter dated 15 May 2026 from PWSL confirming its intention to provide such funding as is necessary to enable the Club to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
The directors have prepared financial projections for the period to 31 May 2027. The projections anticipate a further net loss of approximately £2.0 million in the year ending 31 May 2026 and approximately £0.2 million in the year ending 31 May 2027, with the improvement in FY27 principally driven by significant reductions in the playing and coaching wage bill following the expiry of existing player contracts in June 2026 and the anticipated lower cost base of operating in the National League North. Since the takeover in August 2025, the consortium has provided cumulative cash funding of approximately £1.4 million. The projections indicate that a further £174k of net shareholder funding will be required in the year ending 31 May 2027.
The directors are confident that PWSL and the consortium will continue to provide the necessary funding. In forming this view, the directors have had regard to the demonstrated track record of funding since the takeover (cumulative cash advances of approximately £1.4 million in the 10 months to 31 March 2026), the interest-free terms of the Master Loan Agreement, and the PWSL Funding Commitment Letter.
Notwithstanding the directors' confidence, the following matters give rise to a material uncertainty:
(i) The FY27 projections are principally driven by a significant reduction in the playing and coaching wage bill following the expiry of existing contracts in June 2026, reflecting the lower cost base typical of clubs operating at the National League North level; whilst comparable clubs operate on similar or lower budgets, the Club has not yet operated at this level and the actual cost base will only be confirmed once the transition is complete;
(ii) The Club has suffered three relegations in four seasons, with each successive relegation reducing the revenue base and increasing the Club's dependency on shareholder support;
(iii) The Club's continued operations during the period to 31 May 2027 remain dependent on the willingness and financial capacity of PWSL and the consortium to provide funding, and neither PWSL nor its parent JKM Capital Ltd has published financial statements from which their financial position can be independently assessed.
Based on the above, the directors believe that it remains appropriate to prepare the financial statements on a going concern basis.
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
2.3.
Significant judgements and estimations
In the application of the club’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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Classification of finance and operating leases
At the inception of each lease, management undertake an assessment of the terms of the lease including payments to be made over the life of the lease, the fair value of the asset subject to the lease, the length of the lease and whether the terms of the lease transfer substantially all of the risks and rewards of ownership.
Based on this assessment, management will determine whether the lease should be classified as a finance or operating lease.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The residual value and estimated useful life of leasehold property
At the acquisition date of the property, management made an assessment of the useful life of the property. They have used their knowledge of the business, geographical area and the property itself in reaching a decision of a useful life of 50 years.
Management have also assessed the estimated residual value of the property at the end of its 50 year useful life. Using the factors noted above as well as the property market in the area they have reached an appropriate residual value which has been applied in the depreciation calculation.
2.4.
Turnover
Turnover represents income receivable, net of VAT, from football and related commercial activities. Sponsorship and similar income are recognised over the duration of the respective contracts. Gate and other match day revenues are recognised over the period of the football season as games are played. Other corporate and hospitality revenues are recognised at the time of the event.
2.5.
Intangible Fixed Assets and Amortisation - Other Intangible
Player registration fees are capitalised as intangible assets and are initially recognised at cost. After recognition, under the cost model, the registrations are measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
|
Trademarks
|
15% Straight Line
|
|
|
Player registrations
|
Straight line over the period of the initial contract
|
|
2.6.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
| Freehold land |
|
| Leasehold Property |
|
| Plant & Machinery |
|
| Motor Vehicles |
|
Freehold land is not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
2.7.
Leasing and Hire Purchase Contracts
Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the club. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.
2.8.
Stocks and Work in Progress
Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.
At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.
2.9.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.10.
Financial Instruments
2.10.
Financial Instruments - continued
The club has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the club's balance sheet when the club 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
Basic financial assets, which include debtors and 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 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. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the club 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.
Classification of financial liabilities
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 club after deducting all of its liabilities.
Basic financial liabilities
...CONTINUED
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
Basic financial liabilities, including creditors 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 are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the club’s contractual obligations expire or are discharged or cancelled.
2.11.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The club's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Club expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.12.
Employee Benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock of fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the club is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2.13.
Pensions
The club operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.
2.14.
Impairment of fixed assets
At each reporting period end date, the club reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
2.15.
Equity Instruments
Equity instruments issued by the club 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 club.
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
3.
Turnover
Analysis of turnover by class of business is as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Football | 3,412,403 | 2,986,831 | |
| Hospitality | 921,299 | 901,587 | |
| Other | 97,717 | 111,026 | |
| Other Corporate | 398,305 | 422,299 | |
| Player sales | 106,000 | 332,000 | |
| Shop | 140,576 | 188,498 | |
| 5,076,300 | 4,942,241 | ||
Analysis of turnover by geographical market is as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| United Kingdom |
|
|
|
| 5,076,300 | 4,942,241 | ||
4.
Operating Loss
The operating loss is stated after charging:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bad debts | (2,101) | 14,804 | |
| Depreciation of tangible fixed assets |
|
|
|
| Amortisation of intangible fixed assets |
|
|
|
5.
Auditor's Remuneration
Remuneration received by the club's auditors and their associates during the year was as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
6.
Staff Costs
Staff costs, including directors' remuneration, were as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Wages and salaries |
|
|
|
| Social security costs |
|
|
|
| Other pension costs |
|
|
|
|
|
|
||
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
7.
Average Number of Employees
Average number of employees, including directors, during the year was as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| Playing and Management Staff |
|
|
|
| Other Football Related Staff |
|
|
|
| Shop Staff |
|
|
|
| Hospitality Staff |
|
|
|
| Support and Administrative Staff |
|
|
|
|
|
|
||
8.
Directors' remuneration
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Emoluments |
|
|
|
| Company contributions to money purchase pension schemes |
|
|
|
|
|
|
||
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).
9.
Interest Receivable and Similar Income
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bank interest receivable |
|
|
|
10.
Interest Payable and Similar Charges
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bank loans and overdrafts | - |
|
|
| Interest payable on other loans |
|
|
|
| Finance charges payable under finance leases and hire purchase contracts | 170 | 986 | |
| Other finance charges |
|
|
|
| 362,598 | 275,814 | ||
11.
Tax on Profit
The tax credit on the loss for the year was as follows:
| Tax Rate | 2025 | 2024 | |||
|---|---|---|---|---|---|
| 2025 | 2024 | £ | £ | ||
| Current tax | |||||
| UK Corporation Tax | 25.0% | 25.0% |
|
|
|
| Prior period adjustment |
( |
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|||
|
( |
|
||||
...CONTINUED
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
| Deferred Tax | |||||
| Deferred taxation |
( |
( |
|||
| Total tax charge for the period |
( |
( |
|||
Included within the prior period adjustment is a R&D tax credit of £60,666 (2024: £nil) received from HMRC in the year, relating to qualifying R&D expenditure incurred in the year ended 31 May 2023, recognised in the year of receipt.
The actual credit for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| £ | £ | ||||
| Profit before tax | (1,086,116) | (1,194,058) | |||
| Tax on profit at 25% (UK standard rate) |
( |
( |
|||
| Goodwill/depreciation not allowed for tax |
|
|
|||
| Expenses not deductible for tax purposes |
|
|
|||
| Prior period adjustment |
( |
|
|||
| Rollover relief on profit on disposal of fixed assets |
( |
( |
|||
| Deferred tax from unrecognised tax loss or credit |
|
|
|||
| Total tax charge for the period | (62,666) | (8,605) | |||
Factors affecting future tax and charges
At the balance sheet date, the club had tax losses carried forward of £9,693,844 (2024 £8,614,669). The club has not recognised a deferred tax asset in respect of these losses until such time as it believes that there is certainty that future profits will arise.
12.
Intangible Assets
| Trademarks | Player registrations | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 1 June 2024 |
|
|
|
| As at 31 May 2025 |
|
|
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| Amortisation | |||
| As at 1 June 2024 |
|
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| Provided during the period |
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| As at 31 May 2025 |
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| Net Book Value | |||
| As at 31 May 2025 |
|
|
|
| As at 1 June 2024 |
|
|
|
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
13.
Tangible Assets
| Land & Property | |||||
|---|---|---|---|---|---|
| Freehold land | Leasehold Property | Plant & Machinery | Motor Vehicles | Total | |
| £ | £ | £ | £ | £ | |
| Cost | |||||
| As at 1 June 2024 |
|
|
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| Additions |
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| As at 31 May 2025 |
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| Depreciation | |||||
| As at 1 June 2024 |
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| Provided during the period |
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| As at 31 May 2025 |
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| Net Book Value | |||||
| As at 31 May 2025 |
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| As at 1 June 2024 |
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Tangible fixed assets with a carrying amount of £7,948,975 (2024 - £7,944,640) have been pledged to secure borrowings of the club.
Included above are assets held under finance leases or hire purchase contracts with a net book value as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Motor Vehicles |
|
|
|
14.
Stocks
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Stock |
|
|
|
15.
Debtors
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Due within one year | |||
| Trade debtors |
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| Prepayments and accrued income |
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| Other debtors |
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Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
16.
Creditors: Amounts Falling Due Within One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Net obligations under finance lease and hire purchase contracts |
|
|
|
| Trade creditors |
|
|
|
| Other loans |
|
|
|
| Other creditors | 7,735 | 9,994 | |
| Taxation and social security | 128,409 | 155,187 | |
| Accruals and deferred income | 242,300 | 365,913 | |
|
|
|
||
17.
Creditors: Amounts Falling Due After More Than One Year
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Net obligations under finance lease and hire purchase contracts |
|
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| Other loans |
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18.
Loans
An analysis of the maturity of loans is given below:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Amounts falling due within one year or on demand: | |||
| Other loans |
|
|
|
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Amounts falling due between one and five years: | |||
| Other loans |
|
|
|
Of the other loan balance above £52,500, (2024: £137,121) is secured by way of a fixed and floating charge over the property and assets of the club.
The remaining balance relates to funding support provided via the parent company.
19.
Obligations Under Finance Leases and Hire Purchase
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| The future minimum finance lease payments are as follows: | |||
| Not later than one year |
|
|
|
| Later than one year and not later than five years |
|
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The above finance lease obligations are secured over the assets to which they relate.
Finance lease payments represent rentals payable by the club for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
20.
Deferred Taxation
Deferred tax assets and liabilities are offset where the club has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Other timing differences | 1,393,109 | 1,395,109 | |
|
Movements in the year:
|
2025
£ |
|
Liability at 31st May 2024
|
1,395,109
|
|
Credit to profit or loss
|
(2,000)
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
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</svg>){kind=small}
|
|
Liability at 31st May 2025
|
1,393,109
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
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|
Due to the level of trading losses carried forward, deferred tax is not recognised on fixed asset timing differences. The movement on deferred tax in respect of the rolled over gain is not expected to change materially in the next reporting period.
22.
Contingent Liabilities
During the year ended 31 May 2017, the club gave a guarantee to Mr P McGuigan, a director, in respect of G50 Holdings Limited’s obligations under agreements between Mr P McGuigan and G50 Holdings Limited for the sale and purchase of his shareholdings in both Morecambe Football Club Limited and PMG Leisure Limited.
The guarantees were entered into by the club for £350,000 in total plus any costs and interest to ensure promised investment in the football club by G50 Holdings Limited and this therefore represents a contingent liability at the date of the directors' approval of these financial statements.
During year ended 31 May 2019, Mr P McGuigan transferred the rights under the guarantee to Bond Group Investments Limited.
The guarantee was settled after year-end and prior to the transfer of shares to the new owners in August 2025.
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
23.
Other Commitments
The total of future minimum lease payments under non-cancellable operating leases are as following:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Not later than one year |
|
|
|
| Later than one year and not later than five years | - |
|
|
|
|
|
||
24.
Pension Commitments
The club operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the club in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £45,265 (2024: £37,408).
25.
Post Balance Sheet Events
Change of Control
On 18 August 2025, control of the Club transferred from Bond Group Investments Limited to PWSL, which became the new ultimate controlling party. The share purchase agreement was approved by the EFL on 23 May 2025 and by the National League on 17 August 2025. As part of the transaction, the Bond Group loan of £1,619,191 was assigned to PWSL, and a new Master Loan Agreement was subsequently entered into between JKM Capital Ltd and the Club on 31 March 2026 for £2,086,300, interest-free, repayable over 10 years.
Financial Distress and HMRC Petition
In the period between the year end and the completion of the takeover, the Club experienced severe financial distress. Staff wages were not paid for the months of June and July 2025, and on 15 August 2025 HMRC presented a winding-up petition against the Club in respect of unpaid tax liabilities. The petition was subsequently withdrawn following the completion of the takeover and settlement of the outstanding amounts.
National League Suspension
On 28 July 2025, the National League suspended the Club's membership with immediate effect and removed the Club from the National League Cup due to concerns regarding the Club's ability to meet its financial obligations for the 2025/26 season. The suspension was lifted on 18 August 2025 following the completion of the takeover.
Further Relegation
At the end of the 2025/2026, the Club was relegated from the National League to National League North. This represents the Club's third relegation in four seasons. The Club will compete in the sixth tier of English football for the 2026/27 season for the first time since 1995. The directors expect this to result in a further reduction in central distributions and matchday income, which has been reflected in the financial projections described in Note 2.2.
Management Changes
Following the change of control, the first team manager was replaced. A further managerial change was made in January 2026, and a third appointment was made in April 2026 following the Club's relegation from the National League. In addition, Mr R H Taylor and Mr G A Howse resigned from the Board of Directors in December 2025.
HM Treasury Sanctions Designation
On 4 December 2025, HM Treasury designated an individual under the Counter-Terrorism (Sanctions) (EU Exit) Regulations 2019. The individual had previously acted in a consultancy capacity for PWSL during the takeover process. The Club and PWSL have confirmed that the individual held no directorship, shareholding or beneficial interest in the Club, PWSL or any consortium entity. Following the designation, all association with the individual was terminated. The directors have carried out an internal review and are satisfied that no funds or economic resources of the individual or his sanctioned entities have formed any part of the funding provided to the Club.
Contingent Liability — Settlement
The contingent liability of £350,000 in respect of the guarantee given by the Club in relation to the sale and purchase of shares by Mr P McGuigan (Note 22) was settled in connection with the completion of the takeover in August 2025.
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
26.
Related Party Disclosures
26.
Related Party Disclosures - continued
|
Sales
2025 £ |
Sales
2024
£
|
Purchases
2025 £ |
Purchases
2024 £ |
|
|
Entities with control, joint control
or significant influence over the club
|
-
|
578
|
-
|
-
|
|
Key management personnel
|
5,660
|
1,508
|
872
|
-
|
|
Other related parties
|
-
|
8,053
|
-
|
4,614
|
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none"> <line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/> <line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/> </svg>){kind=small}
|
|
|
|
|
Interest Payable
2025 £ |
2024 £ |
|
|
Entities with control, joint control or significant influence over the club
|
346,472
|
268,774
|
|
|
|
Controlling Parties
During the year and to 17 August 2025, the Club was controlled by Bond Group Investments Limited, which held 78% of the issued share capital. On 18 August 2025, control transferred to PWSL, which acquired 100% of the issued share capital. PWSL is 85% owned by JKM Capital Ltd, which is in turn 100% owned by Mr K S Momi. JKM Capital Ltd is the ultimate controlling party.
Transactions with the Controlling Party and its Group
Bond Group Investments Limited (controlling party to 17 August 2025): During the year, interest of £346,472 (2024: £268,774) was charged on loans provided by Bond Group. The loan balance at 31 May 2025 was £1,554,484 (2024: £1,338,243). On 17 August 2025, the outstanding loan of £1,619,191 (including accrued interest) was assigned to PWSL as part of the change of control transaction.
JKM Capital Ltd: At 31 May 2025, the Club owed £1,439,000 (2024: £1,439,000) to JKM Capital Ltd.
JKM Capital Ltd and consortium entities: In the period from to 31 May 2025, the consortium entities (JKM Capital Ltd, JKM Developers Ltd, and Dawlish Construction Ltd) advanced £664,000 to the Club to fund working capital requirements in advance of the formal completion of the takeover. These advances are included within Other Loans in Note 16. Post year-end, cumulative advances from the consortium totalled approximately £1.4 million by 31 March 2026, formalised in a Master Loan Agreement dated 31 March 2026 for £2,086,300.
Terms of Related Party Loans
The Bond Group loan bore interest at an informal rate of 3% per month (36% per annum) during the period of Bond Group's control. There was no formal written loan agreement. Since the takeover, the Company’s current directors have had the opportunity to undertake a forensic investigation into this loan and its legitimate existence and characterisation as a bona fide loan are in dispute on several legal grounds.
The Master Loan Agreement with JKM Capital Ltd (dated 31 March 2026, £2,086,300) is interest-free, repayable over 10 years, and unsecured. All consortium advances are subordinated to the Club's other creditors.
No security has been given by the Club in respect of any related party loan, other than as described in Notes 13 and 18.
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
|
2025
£ |
2024
£ |
|
|
Entities with control, joint control
or significant influence over the club
|
1,560,371
|
1,338,243
|
|
Key management personnel
|
-
|
13,075
|
|
Other related parties
|
-
|
1,362
|
|
|
|
...CONTINUED
Morecambe Football Club.Limited
Notes to the Financial Statements (continued)
For The Year Ended 31 May 2025
Amount due from related parties
|
2025
£ |
2024
£ |
|
|
Entities with control, joint control
or significant influence over the club
|
-
|
578
|
|
Key management personnel
|
-
|
81
|
|
Other related parties
|
-
|
-
|
|
|
|
|
27.
Controlling Parties
At 31 May 2025, Bond Group Investments Limited owned 78% (2024: 78%) of the club's share capital and was the ultimate controlling party.
Subsequent to the year end, on 18 August 2025, Bond Group Investments Limited transferred its entire shareholding to PWSL. PWSL is 85% owned by JKM Capital Ltd, which is 100% owned by Mr K S Momi. JKM Capital Ltd is the ultimate controlling party of the Club as at the date of approval of these financial statements.
Neither PWSL nor JKM Capital Ltd prepares consolidated financial statements that include the results of the Club. The Club's results are not included in any group financial statements.
28.
Exceptional Items
|
2025
|
2024
|
||
|
£
|
£
|
||
|
-
|
99,662
|
||
|
|
|
In the prior year a company owing £99,662 to the club went into liquidation. A full provision of this amount has been made, however following legal advice and opinion from council instruction has commenced to raise a commercial action alongside other parties impacted by this matter.