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Registered number: 05843042









Classic Football Company Limited









Annual Report and Financial Statements

For the Year Ended 30 June 2025

 
Classic Football Company Limited
 
 
Company Information


Directors
D Bierton 
M J P Dale 
C Barry 
G Bettinelli 
J Beilman 




Registered number
05843042



Registered office
67 Broadway

Hyde

SK14 4QF




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

SK1 3GG





 
Classic Football Company Limited
 

Contents



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Balance Sheet
 
10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14 - 15
Consolidated Analysis of Net Debt
 
16
Notes to the Financial Statements
 
17 - 37


 
Classic Football Company Limited
 
 
Group Strategic Report
For the Year Ended 30 June 2025

Introduction
 
The Directors present their Strategic Report on the company for the year ended 30 June 2025.

Business review
 
We aim to present a balanced and comprehensive review of the development and performance of the company during the year ‘FY25’ and at the year end.

The company continued on it’s mission to expand its physical presence in the US, opening up 2 stores in both LA and Miami, along with a number of successful pop ups to further improve the market share and drive incremental ecommerce growth.

The company also undertook a number of short term ventures and strategic partnerships in APAC and Europe with the aim to drive market awareness and topline revenue, building relationships with complimentary businesses.

This is reflected in another impressive year of 26% revenue growth, which the directors remain pleased with given the ever changing economic and political landscape; seen also in continued new customer growth across the ecommerce platform.

We also acquired in it’s entirety AwayDaysYT Ltd during the year, a rapidly growing complimentary social brand, to support in attracting a wider demographic of customers and growing our social presence further.

However with this growth in revenue and global presence came a substantial, planned increase in operating expense, principally within the Wage line, as we looked to grow key strategic areas of the business such as a clearly defined Senior Management structure, an increased presence in marketing, strategy and add additional weight to the product and operational teams to facilitate the growing demand; combined with governmental changes out of our control.

Principal risks and uncertainties
 
The risks remain as per prior years, ensuring we continue to maximise the revenue opportunities whilst mitigating the ever increasing costs to run the business; especially as we expand into new markets physically, which exposes us even more so to a wider political and economic back drop.

Financial key performance indicators
 
The directors ensure that the key financial performance indicators are reviewed regularly on management reports which are summarised below. It should be noted that EBITDA excludes exceptional costs, interest, taxation, depreciation, amortisation, loss on disposal of fixed assets and the fair value of share options.

Indicator
FY25
FY24
Increase/(Decrease)
Increase/(Decrease)

£
£
£
%
Turnover
40,062,188
31,885,350
8,176,838
25.6%
EBITDA
3,248,061
4,623,871
(1,375,810)
(29,8)%
Profit after tax
663,696
1,304,385
(640,689)
(49.1)%


Page 1

 
Classic Football Company Limited
 

Group Strategic Report (continued)
For the Year Ended 30 June 2025


This report was approved by the board and signed on its behalf.



D Bierton
Director

Date: 22 June 2026

Page 2

 
Classic Football Company Limited
 
 
Directors' Report
For the Year Ended 30 June 2025

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

The principal activity of the company in the year under review was that of the purchase and sale of football shirts.

Results and dividends

The profit for the year, after taxation, amounted to £663,696 (2024 - £1,304,385).

The directors recommend that no dividend be paid for this financial year.

Directors

The directors who served during the year were:

D Bierton 
M J P Dale 
C Barry 
G Bettinelli 
J Beilman 

Page 3

 
Classic Football Company Limited
 
 
Directors' Report (continued)
For the Year Ended 30 June 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 



D Bierton
Director

Date: 22 June 2026

Page 4

 
Classic Football Company Limited
 
 
Independent Auditors' Report to the Members of Classic Football Company Limited
 

Opinion


We have audited the financial statements of Classic Football Company Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 30 June 2025 and of the Group's profit 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 or 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.


Page 5

 
Classic Football Company Limited
 
 
Independent Auditors' Report to the Members of Classic Football Company Limited (continued)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


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 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 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 Directors' Responsibilities Statement set out on page 3, 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 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.


Page 6

 
Classic Football Company Limited
 
 
Independent Auditors' Report to the Members of Classic Football Company Limited (continued)

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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Identifying and assessing potential risks related to irregularities
 
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:

The nature of the industry and sector in which the company operates: the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was ware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
Identifying, evaluating, and complying with laws and regulations; and
Detecting and responding to the risks of fraud.
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.

Audit response to risks identified
 
Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of management's controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.

We have also considered the risk of fraud through management override of controls by:

Testing the appropriateness of journal entries and other adjustments.
Page 7

 
Classic Football Company Limited
 
 
Independent Auditors' Report to the Members of Classic Football Company Limited (continued)

Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.



Anthony Woodings (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
Stockport
SK1 3GG

23 June 2026
Page 8

 
Classic Football Company Limited
 
 
Consolidated Statement of Comprehensive Income
For the Year Ended 30 June 2025

2025
2024
Note
£
£

  

Turnover
 4 
40,062,188
31,885,350

Cost of sales
  
(19,129,279)
(15,333,529)

Gross profit
  
20,932,909
16,551,821

Distribution costs
  
(3,942,279)
(3,179,394)

Administrative expenses
  
(15,271,883)
(9,242,747)

Exceptional administrative expenses
  
(593,859)
(2,811,016)

Operating profit
 5 
1,124,888
1,318,664

Interest receivable and similar income
 9 
269,553
2,494

Interest payable and similar expenses
 10 
(98,458)
(182,871)

Profit before tax
  
1,295,983
1,138,287

Tax on profit
 11 
(632,287)
166,098

Profit for the financial year
  
663,696
1,304,385

Profit for the year attributable to:
  

Owners of the Parent Company
  
(663,696)
(1,304,385)

The notes on pages 17 to 37 form part of these financial statements.

Page 9

 
Classic Football Company Limited
Registered number:05843042

Consolidated Balance Sheet
As at 30 June 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 13 
590,618
-

Tangible assets
 14 
4,503,851
3,898,387

  
5,094,469
3,898,387

Current assets
  

Stocks
 16 
21,341,174
16,593,141

Debtors: amounts falling due within one year
 17 
2,534,772
2,975,899

Cash at bank and in hand
 18 
9,719,811
10,882,052

  
33,595,757
30,451,092

Creditors: amounts falling due within one year
 19 
(5,071,880)
(4,482,817)

Net current assets
  
 
 
28,523,877
 
 
25,968,275

Total assets less current liabilities
  
33,618,346
29,866,662

Creditors: amounts falling due after more than one year
 20 
(1,325,671)
(1,323,854)

Provisions for liabilities
  

Deferred tax
 22 
(269,624)
(57,988)

  
 
 
(269,624)
 
 
(57,988)

Net assets
  
32,023,051
28,484,820


Capital and reserves
  

Called up share capital 
 23 
294
277

Share premium account
 24 
13,632,226
11,499,938

Share-based payment reserve
 24 
742,230
-

Profit and loss account
 24 
17,648,301
16,984,605

  
32,023,051
28,484,820


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


D Bierton
Director

Date: 22 June 2026

The notes on pages 17 to 37 form part of these financial statements.

Page 10

 
Classic Football Company Limited
Registered number:05843042

Company Balance Sheet
As at 30 June 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 14 
4,046,795
3,898,387

Investments
 15 
681,925
21,886

  
4,728,720
3,920,273

Current assets
  

Stocks
 16 
20,992,953
16,593,141

Debtors: amounts falling due within one year
 17 
4,250,989
2,975,899

Cash at bank and in hand
 18 
8,593,494
10,882,052

  
33,837,436
30,451,092

Creditors: amounts falling due within one year
 19 
(4,982,314)
(4,482,817)

Net current assets
  
 
 
28,855,122
 
 
25,968,275

Total assets less current liabilities
  
33,583,842
29,888,548

  

Creditors: amounts falling due after more than one year
 20 
(1,325,671)
(1,323,854)

Provisions for liabilities
  

Deferred taxation
 22 
(268,897)
(57,988)

  
 
 
(268,897)
 
 
(57,988)

Net assets
  
31,989,274
28,506,706


Capital and reserves
  

Called up share capital 
 23 
294
277

Share premium account
 24 
13,632,226
11,499,938

Share-based payment reserve
 24 
742,230
-

Profit and loss account brought forward
  
17,006,491
15,680,392

Profit for the year
  
608,033
1,326,099

Profit and loss account carried forward
  
17,614,524
17,006,491

  
31,989,274
28,506,706


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


D Bierton
Director

Date: 22 June 2026

The notes on pages 17 to 37 form part of these financial statements.

Page 11

 
Classic Football Company Limited
 

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


Called up share capital
Share premium account
Share-based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 July 2023
111
-
-
15,680,220
15,680,331



Profit for the year
-
-
-
1,304,385
1,304,385

Shares issued during the year
166
11,499,938
-
-
11,500,104



At 1 July 2024
277
11,499,938
-
16,984,605
28,484,820



Profit for the year
-
-
-
663,696
663,696

Shares issued during the year
17
2,132,288
-
-
2,132,305

Grant of share options during the year
-
-
742,230
-
742,230


At 30 June 2025
294
13,632,226
742,230
17,648,301
32,023,051


The notes on pages 17 to 37 form part of these financial statements.

Page 12

 
Classic Football Company Limited
 

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


Called up share capital
Share premium account
Share-based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 July 2023
111
-
-
15,680,392
15,680,503



Profit for the year
-
-
-
1,326,099
1,326,099

Shares issued during the year
166
11,499,938
-
-
11,500,104



At 1 July 2024
277
11,499,938
-
17,006,491
28,506,706



Profit for the year
-
-
-
608,033
608,033

Shares issued during the year
17
2,132,288
-
-
2,132,305

Grant of share options during the year
-
-
742,230
-
742,230


At 30 June 2025
294
13,632,226
742,230
17,614,524
31,989,274


The notes on pages 17 to 37 form part of these financial statements.

Page 13

 
Classic Football Company Limited
 

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

2025
2024
£
£

Cash flows from operating activities

Profit for the financial year
663,696
1,304,385

Adjustments for:

Amortisation of intangible assets
36,682
-

Depreciation of tangible assets
677,768
494,191

Loss on disposal of tangible assets
72,634
-

Interest paid
98,458
182,871

Interest received
(269,553)
(2,494)

Taxation charge
632,287
(166,098)

(Increase) in stocks
(4,748,033)
(4,685,253)

Decrease/(increase) in debtors
441,127
(2,257,411)

Increase in creditors
28,322
2,687,053

Corporation tax (paid)
(12,230)
(1,240,678)

Share-based payment expense
742,230
-

Net cash generated from operating activities

(1,636,612)
(3,683,434)


Cash flows from investing activities

Purchase of tangible fixed assets
(1,388,507)
(416,867)

Sale of tangible fixed assets
32,641
-

Purchase of fixed asset investments
(371,727)
-

Interest received
269,553
2,494

Net cash from investing activities

(1,458,040)
(414,373)
Page 14

 
Classic Football Company Limited
 

Consolidated Statement of Cash Flows (continued)
For the Year Ended 30 June 2025


2025
2024

£
£



Cash flows from financing activities

Issue of ordinary shares
17
77

New secured loans
-
500,000

Repayment of loans
(101,436)
(466,674)

Repayment of/new finance leases
-
(3,027)

Loans due from/(repaid to) directors
-
1,345,000

Interest paid
(98,458)
(182,871)

Share premium on issue
3,794,983
11,499,938

Share premium reduction
(1,662,695)
-

Net cash used in financing activities
1,932,411
12,692,443

Net (decrease)/increase in cash and cash equivalents
(1,162,241)
8,594,636

Cash and cash equivalents at beginning of year
10,882,052
2,287,416

Cash and cash equivalents at the end of year
9,719,811
10,882,052


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
9,719,811
10,882,052

9,719,811
10,882,052


The notes on pages 17 to 37 form part of these financial statements.

Page 15

 
Classic Football Company Limited
 

Consolidated Analysis of Net Debt
For the Year Ended 30 June 2025





At 1 July 2024
Cash flows
Acquisition and disposal of subsidiaries
At 30 June 2025
£

£

£

£

Cash at bank and in hand

10,882,052

(852,260)

(309,981)

9,719,811

Debt due after 1 year

(1,323,854)

248,183

(125,000)

(1,200,671)

Debt due within 1 year

(601,999)

603,253

(125,000)

(123,746)


8,956,199
(824)
(559,981)
8,395,394

The notes on pages 17 to 37 form part of these financial statements.

Page 16

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

1.


General information

Classic Football Company Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 17

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

2.Accounting policies (continued)

 
2.4

Revenue

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is recognised on payment with order, the order being immediately actioned for delivery. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.10

Exceptional items

Exceptional items are transactions that are not expected to recur frequently and are presented separately due to their size or incidence.

Page 19

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life, which is considered to be 10 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. There are no Other intangible assets held at the balance sheet date.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following basis:

Leasehold property
-
5%
on cost
Short-term leasehold property
-
5%
on cost
Motor vehicles
-
25%
on reducing balance
Computers and office equipment
-
25%
on reducing balance
Website
-
25%
on cost

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 20

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

2.Accounting policies (continued)

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.19

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or
Page 21

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

2.Accounting policies (continued)


2.19
Financial instruments (continued)

receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from those judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company at 30 June 2025 are as follows:

Stock provision

A general stock provision based on ageing of clearance stock has been made, in order to reduce the valuation to the estimated net realisable value.

Page 22

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

4.


Turnover

The whole of the turnover is attributable to the principal activity of the Company.

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
14,483,100
13,182,134

Rest of Europe
10,176,691
8,890,294

Rest of the world
15,402,397
9,812,922

40,062,188
31,885,350



5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Exchange differences
218,837
3,502

Other operating lease rentals
-
5,337


6.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Audit of the Company's financial statements
40,100
25,000

Preparation on statutory accounts
5,300
4,250

Corporation tax
6,200
3,500

Page 23

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Wages and salaries
8,207,222
4,014,367
7,409,450
4,014,367

Social security costs
726,998
567,334
692,914
567,334

Cost of defined contribution scheme
184,348
76,955
177,509
76,955

9,118,568
4,658,656
8,279,873
4,658,656


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Purchasing and product sourcing
20
7
20
7



Processing to website
40
42
40
42



Selling and marketing
13
7
11
7



Warehouse and distribution
66
46
66
46



Shops
39
25
25
25



Administration
31
15
29
15



Directors
3
2
3
2

212
144
194
144


8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
621,410
164,592

Group contributions to defined contribution pension schemes
5,460
2,179

626,870
166,771


During the year retirement benefits were accruing to 2 directors (2024 - 3) in respect of defined contribution pension schemes.

During the year, the Company granted share options to directors with an aggregate estimated market value of £179,605 (2024: £Nil). No share options were exercised, lapsed, or forfeited by any director during the financial year. At the balance sheet date, no directors held options that had been exercised.

The number of directors who were granted share options during the year was 1 (
2024: Nil).

Page 24

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

9.


Interest receivable

2025
2024
£
£


Other interest receivable
269,553
2,494

269,553
2,494


10.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
97,793
131,325

Other interest payable
665
51,546

98,458
182,871


11.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
420,651
-


Total current tax
420,651
-

Deferred tax


Origination and reversal of timing differences
211,636
(166,098)

Total deferred tax
211,636
(166,098)


Tax on profit
632,287
(166,098)
Page 25

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,295,983
1,138,287


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
323,996
284,572

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
242,724
144,676

Capital allowances for year in excess of depreciation
50,166
50,532

Adjustments to tax charge in respect of prior periods
-
(3,540)

Non-taxable income less expenses not deductible for tax purposes
(31,511)
-

Other differences leading to an increase (decrease) in the tax charge
(5,502)
-

Marginal relief
(1,314)
-

Relief on employee exercise of share scheme options
-
(642,338)

Deferred tax movement not recognised in prior year
53,728
-

Total tax charge for the year
632,287
(166,098)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 26

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

12.


Exceptional items

2025
2024
£
£


Investment related costs
166,881
1,166,269

Staff bonuses paid due to share sale
-
1,637,218

German company set up, legal fees and name purchase
-
7,529

Restructuring costs
301,025
-

Legal and professional costs
78,500
-

Training costs
47,453
-

593,859
2,811,016

During the year the company incurred exceptional costs comprising restructuring costs, legal and professional fees, investment related costs and staff training costs. These costs are exceptional by nature due to their size and infrequency.


13.


Intangible assets

Group





Goodwill

£



Cost


On acquisition of subsidiaries
627,300



At 30 June 2025

627,300



Amortisation


Charge for the year on owned assets
36,682



At 30 June 2025

36,682



Net book value



At 30 June 2025
590,618



At 30 June 2024
-

Goodwill of £627,300 was recognised during the year following the acquisition of the share capital of AwayDaysYT Ltd on 21 November 2024.
The net assets of the acquired entity at acquisition are not considered material to the group financial statements.



Page 27

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

14.


Tangible fixed assets

Group



Long-term leasehold property
Short-term leasehold property
Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£
£
£



Cost


At 1 July 2024
3,907,728
-
24,713
1,688,593
341,419
5,962,453


Additions
36,530
604,678
-
376,681
370,618
1,388,507


Disposals
-
-
-
(344,321)
(33,656)
(377,977)


Transfers between classes
(87,464)
87,464
-
-
-
-



At 30 June 2025

3,856,794
692,142
24,713
1,720,953
678,381
6,972,983



Depreciation


At 1 July 2024
943,077
-
18,636
914,849
187,504
2,064,066


Charge for the year on owned assets
191,347
115,513
1,519
255,400
113,989
677,768


Disposals
-
-
-
(240,012)
(32,690)
(272,702)


Transfers between classes
(11,108)
11,108
-
-
-
-



At 30 June 2025

1,123,316
126,621
20,155
930,237
268,803
2,469,132



Net book value



At 30 June 2025
2,733,478
565,521
4,558
790,716
409,578
4,503,851



At 30 June 2024
2,964,651
-
6,077
773,744
153,915
3,898,387

Page 28

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

           14.Tangible fixed assets (continued)


Company






Long-term leasehold property
Short-term leasehold property
Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£
£
£

Cost


At 1 July 2024
3,907,728
-
24,713
1,688,593
341,419
5,962,453


Additions
36,530
158,337
-
262,065
367,577
824,509


Disposals
-
-
-
(344,321)
(33,656)
(377,977)


Transfers between classes
(87,464)
87,464
-
-
-
-



At 30 June 2025

3,856,794
245,801
24,713
1,606,337
675,340
6,408,985



Depreciation


At 1 July 2024
943,077
-
18,636
914,849
187,504
2,064,066


Charge for the year on owned assets
191,347
27,246
1,519
237,063
113,651
570,826


Disposals
-
-
-
(240,012)
(32,690)
(272,702)


Transfers between classes
(11,108)
11,108
-
-
-
-



At 30 June 2025

1,123,316
38,354
20,155
911,900
268,465
2,362,190



Net book value



At 30 June 2025
2,733,478
207,447
4,558
694,437
406,875
4,046,795



At 30 June 2024
2,964,651
-
6,077
773,744
153,915
3,898,387






Page 29

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 July 2024
21,886


Additions
660,039



At 30 June 2025
681,925





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Classic Football Company (Ireland) Limited
8 Priory Office Park, Stillorgan Road, Blackrock, Dublin, Republic of Ireland
Dormant
Ordinary
100%
Classic Football Company (Netherlands) B V
Joop Geesinkweg 701, 1114AB Amsterdam-Duivendrecht, Netherlands
Dormant
Ordinary
100%
Classic Football Shirts Limited
67 Broadway, Hyde, SK14 4QF, England
Dormant
Ordinary
100%
Classic Football Shops Limited
67 Broadway, Hyde, SK14 4QF, England
Dormant
Ordinary
100%
Fabric of Football Limited
67 Broadway, Hyde, SK14 4QF, England
Dormant
Ordinary
100%
Classic American Sports Limited
67 Broadway, Hyde, SK14 4QF, England
Dormant
Ordinary
100%
Classic Footballshirts (Germany) GmBH
Kurt-Schumacher-Straße 18-20, 53113 Bonn, Germany
Dormant
Ordinary
100%
Classic Football Company (US) Inc.
80 State Street, Albany, NY 12207, United States
The purchase and sale of football shirts
Ordinary
100%
AwayDaysYT Ltd
67 Broadway, Hyde, SK14 4QF, England
Broadcast of football related content
Ordinary
100%

Page 30

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

16.


Stocks

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Finished goods and goods for resale
21,341,174
16,593,141
20,992,953
16,593,141

21,341,174
16,593,141
20,992,953
16,593,141


The difference between purchase price or production cost of stocks and their replacement cost is not material.


17.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Trade debtors
52,416
109,865
40,224
109,865

Amounts owed by group undertakings
-
-
2,348,404
-

Other debtors
1,971,991
2,624,129
1,405,492
2,624,129

Prepayments and accrued income
510,365
241,905
456,869
241,905

2,534,772
2,975,899
4,250,989
2,975,899



18.


Cash and cash equivalents

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Cash at bank and in hand
9,719,811
10,882,052
8,593,494
10,882,052


Page 31

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
123,746
101,999
123,746
101,999

Trade creditors
2,962,845
3,376,733
2,886,489
3,376,733

Amounts owed to group undertakings
-
-
21,298
-

Corporation tax
439,401
30,980
433,996
30,980

Other taxation and social security
206,305
116,831
205,577
116,831

Other creditors
678,276
576,689
668,903
576,689

Accruals and deferred income
661,307
279,585
642,305
279,585

5,071,880
4,482,817
4,982,314
4,482,817



20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank loans
1,200,671
1,323,854
1,200,671
1,323,854

Other creditors
125,000
-
125,000
-

1,325,671
1,323,854
1,325,671
1,323,854



Page 32

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due within one year

Bank loans
123,746
101,999
123,746
101,999


123,746
101,999
123,746
101,999

Amounts falling due 1-2 years

Bank loans
132,132
110,189
132,132
110,189


132,132
110,189
132,132
110,189

Amounts falling due 2-5 years

Bank loans
1,068,539
1,213,665
1,068,539
1,213,665


1,068,539
1,213,665
1,068,539
1,213,665

1,324,417
1,425,853
1,324,417
1,425,853


The Secured Bank loan of £1,324,417 (2024: £1,425,853) owed at the reporting date is repayable over 15 years and is subject to interest at the rate of 2.34% above Lloyds Bank Base Rate.

Page 33

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

22.


Deferred taxation


Group





2025


£






At beginning of year
(57,988)


Charged to profit or loss
(211,636)



At end of year
(269,624)

Company




2025


£






At beginning of year
(57,988)


Charged to profit or loss
(210,909)



At end of year
(268,897)

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Accelerated capital allowances
(298,215)
(233,434)
(297,488)
(233,434)

Unutilised losses
-
63,068
-
63,068

Other timing differences
28,591
112,378
28,591
112,378

(269,624)
(57,988)
(268,897)
(57,988)

Page 34

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

23.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



10,693,240 (2024 - 11,055,400) Ordinary shares of £0.00001 each
107
111
Nil (2024 - 16,568,884) Preferred Ordinary shares of £0.00001 each
-
166
17,761,301 (2024 -  nil) Preferred Ordinary A shares of £0.00001 each
178
-
941,618 (2024 -  nil) Preferred Ordinary B shares of £0.00001 each
9
-
3,000 (2024 -  3,000) V shares of £0.00001 each
-
-

294

277


On 2 July 2024, 814,863 Preferred Ordinary shares of £0.00001 were allotted for £1.8408.

On 16 July 2024, 249,892 Preferred Ordinary shares of £0.00001 were allotted for £1.8408.

On 26 September 2024, 127,662 Preferred Ordinary shares of £0.00001 were allotted for £1.8408.

On 27 December 2024, 579,548 Preferred Ordinary B shares of £0.00001 were allotted for £2.7612.
On the same date, all Preferred Ordinary shares were reclassified to Preferred Ordinary A shares.

On 2 January 2025, 362,160 Ordinary shares of £0.00001 were reclassified as 362,160 Preferred Ordinary B shares of £0.00001.

The Ordinary shares confer full voting rights and in respect of dividends, the right to participate in a distribution with such amount as calculated in accordance with article 4. on a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the ordinary shares shall be entitled to receive the amount calculated in accordance with the formula set out in article 5.1. The Ordinary shares are not redeemable.

The Preferred Ordinary A shares and Preferred Ordinary B shares (the "Preferred Ordinary Shares") confer full voting rights and in respect of dividends, the right to participate in a distribution with such amount as calculated in accordance with Article 4. On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the Preferred Ordinary shares shall be entitled to receive the amount calculated in accordance with the formula set out in Article 5.1. The Preferred Ordinary shares are not redeemable.

The V shares do not confer voting rights or in respect of dividends, the right to participate in a distribution. On a distribution of assets on a liquidation or a return of capital (other than a conversion, redemption or purchase of shares) the V shares shall be entitled to receive the amount calculated in accordance with the formula set out in article 5.1. The V shares are not redeemable.

Page 35

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

24.


Reserves

Share premium account

The share premium account represents the difference between the proceeds and the nominal value of each share issued.

Share-based payment reserve

The share-based payment reserve represents the fair value of employee share options at the grant date.

Profit and loss account

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


25.


Share-based payments

The Company operates a Share Option Scheme for employees (including directors). Each option was granted over a maximum number of shares during the year. At the year end, the maximum number of shares in the option agreements was 2,114,098 with fair value £742,230. A valuation of the option shares was produced at the grant date of the first round of share option grants. No options have expired, been forfeited, or been exercised during the year.
 

26.


Pension commitments

The Company operates a defined contribution pension scheme. The pension contribution charge for the year represented the contributions payable by the Company to the scheme and amounted to £177,509 (2024: £76,955). The outstanding amount payable at the year end is £43,316 (2024: £22,756).


27.


Commitments under operating leases

At 30 June 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Not later than 1 year
213,183
224,143
213,183
224,143

Later than 1 year and not later than 5 years
549,585
747,467
549,585
747,467

Later than 5 years
214,014
311,667
214,014
311,667

976,782
1,283,277
976,782
1,283,277

Page 36

 
Classic Football Company Limited
 
 
Notes to the Financial Statements
For the Year Ended 30 June 2025

28.


Related party transactions

Iceacre Limited, a company operated by one of the Company's directors, provided consultancy services to the Company. They received fees totalling £100,000 (2024: £nil) in the year to 30 June 2025 for services provided.

J B Dale, a close family member of a current Company director, and director during the prior year (resigned 5th March 2024), provided accountancy and administration services to the Company. He received fees totalling £10,257 in the year to 30 June 2025 (
2024: £63,036) for services provided.


29.


Controlling party

The ultimate controlling company is TCG 3.0 CFS, LP (file number 3139331 incorporated under the laws of Delaware (USA)).

 
Page 37