Guild Esports . Regulatory News (GILD)

Press release

31 January 2022

Guild Esports PLC

("Guild Esports", "Guild", or "the Company")

Annual Results

Guild Esports PLC, a UK-based owner and developer of esports teams (LSE: GILD, OTCQB: GULDF), is pleased to announce its audited full-year results from 1 October 2020 to 30 September 2021. All figures are in £millions (£m).

Highlights

· Raised £20m before expenses via a flotation on the London Stock Exchange on 2 October 2020 to scale the business from start-up phase to full commercial operations

· Established a strong global fan base with a network audience of more than 14.6 million and an owned audience exceeding 1 million (2020: 25,000)

· Signed sponsorship deals with world-class consumer brands Subway, Samsung and HyperX with a total combined contracted revenue of £3.9m over the lifetime of the deals

· Created five professional esports teams including an all-female roster for Valorant, comprising a total player count of 19

· Won two major trophies in Fortnite and one in Rocket League tournaments

· In May 2021 launched the Guild Academy, the world's most advanced online portal to nurture budding pro-stars and create a sustainable pool of talent for the Company

· Annual revenues increased to £1.9m (2020: £nil) reflecting significant contribution from sponsorship income in the second half despite termination of a large contract by Guild

· Pre-tax loss of £8.8m (2020: £2.7m), reflecting major investment across the business to drive long-term growth

· Adjusted cash* amounted to £11.2m as at financial year end

Post-Period Highlights

· Signed a £4.5m three-year sponsorship deal with BitStamp in January 2022, the largest contract to date, and 25% more than the contract terminated by Guild in October 2021 which BitStamp replaces

· Launched Apex Legends Team, the Company's sixth pro-team, to compete in the free-to-play shooter that has a 100 million worldwide audience, bringing the roster count to 22 players

· Won fourth major trophy at a prestigious Fortnite tournament in November

· Shares listed on the USA's OTC market to broaden investor base in North America

· Signed 10-year lease for Guild Academy and headquarters in London's Shoreditch, which is expected to become a significant commercial asset

Outlook

· Robust pipeline of potential sponsors with several deals at advanced stages of negotiations

· Confidence in delivering strong growth in sponsorship revenues with total contracted revenues of £8.4m to date and a current annualised run rate at £3.1m for the year ending 30 September 2022

· Expanding roster of top players means Guild is well-positioned to achieve high rankings in tournaments and increase its fan-following further

· Network audience continues to grow rapidly and on track to broadly double again this year

*Calculated as cash at bank, less trade creditors, accruals and other taxation, add trade debtors, accrued revenue and VAT recoverable

Commenting on the results, Guild's Chief Executive Officer, Kal Hourd, said: "We've made good progress amid challenging trading conditions in our first full year of operations as a publicly listed company.

Our network audience and fan base has grown exponentially, making us the fastest growing esports team organisation in Europe. The major investment made across the business to scale up our activities has enabled us to establish a strong foundation for long-term revenue growth and resulted in three global sponsorship deals.

We have entered the new year with strong momentum and recently clinched our fourth and largest sponsorship deal to date. With Guild performing well operationally, I am confident that the hard work and investment made thus far will translate into significant improvements in revenue and value creation and I look forward to the future with great confidence."

The annual report and accounts will be available for download from the Company's website (www.guildesports.com) later today.

For further information please contact:

About Guild Esports:

Guild Esports PLC is a global fan-focused team organisation and lifestyle brand that fields professional players in gaming competitions under the Guild banner. Our in-house training academy aims to attract and nurture the best esports talent, and our goal is to provide the ultimate entertainment experience alongside a distinctive lifestyle brand authentic to the esports community worldwide. Guild is led by an experienced management team of esports veterans and co-owned by David Beckham. The Company is headquartered in the UK and its shares are listed on the main market of the London Stock Exchange (ticker: GILD) and on the OTCQB Venture Market in the United States (ticker: GULDF). Please visit www.guildesports.com for more information.

Chairman's statement

I am pleased to report Guild's maiden full year results since its flotation on the London Stock Exchange on 2 October 2020. The period under review saw Guild rapidly scale from start-up phase to full commercial operations as part of its growth strategy to become one of the world's leading esports team organisations in the next few years.

Despite the challenges of building a new business amid a global pandemic, good progress was made across the business to fulfil that vision.

The Company generated revenues of £1.9m (2020: £nil) as it benefitted from first-time contributions from sponsorship deals signed earlier in the year. The loss before tax increased to £8.8m (2020: £2.7m) which reflects a major investment in operational infrastructure, esports teams, the Guild Academy, content creation and the development of Guild merchandising. This investment is fundamental to Guild's business model and long-term strategy. It enabled the Company to deliver exponential growth in its fan base and total audience network in 2021, making it the fastest growing esports teams organisation in Europe.

Our growing audience of young and hard-to-reach consumers is a powerful magnet for global brands and sponsors as evidenced by the quality of the sponsorship deals signed with Subway, Samsung and Hyper X during the year, followed by BitStamp, a leading cryptocurrency exchange, in January 2022. I am proud that we have gained the trust of such marque brands as our sponsorship partners in a relatively short time.

Guild is still at an early stage in its growth and also well placed to benefit from long term industry fundamentals driving the esports sector worldwide. In terms of market size, the electronic games sector is larger than the Hollywood movie and music industries combined, as well as one of the fastest growing leisure and entertainment activities pursued by mainstream consumers. The recent $69bn cash takeover bid by Microsoft for Activision reflects how leading consumer facing technology giants see the industry's long-term prospects.

Guild's own investment in the business in 2021 provides a solid platform for long term growth and build media value necessary to drive sponsorship revenue in the year ahead and beyond. Our new business pipeline remains robust and we are at an advanced stage of negotiations with multiple partners which provides great confidence for Guild's prospects.

As a young teams organisation, Guild's fast growing audience of keen and loyal fans is the life blood of the Company. Our expanding roster of pro-players achieved notable success in several major tournaments and their continued success is of great pride for all Guild fans and supporters alike.

We are confident that we have laid the foundation to provide tremendous value to our brand partners and as well as create long-term shareholder value.

Our staff numbers have increased from just a handful to more than 35 full-time staff at present and I commend all our employees, players and partners for their hard work and dedication which has positioned the Company for growth in the years ahead.

Mr D Lew

Non-Executive Chairman

......................

Operational review

Good progress was made in our first full year, with growth in operations, esports, the launch of the Guild academy, and a growing fanbase which generates the media value needed to attract brand sponsors and generate revenue for the Company.

The esports sector grew by 14.5 per cent in 2021 and is now a $1bn industry. The growth is expected to continue according to Newzoo and is predicted to reach $1.6bn by 2024. Total viewing audience is estimated to increase from more than 400 million to approximately 650 million in the same period.

Sponsorship

Guild secured three sponsorships totalling contracted revenues of £3.9m since its stock market debut with leading high-profile brands in their respective industry sectors.

Hyper X, a leading gaming peripherals brand recently acquired by HP Inc from Kingston Technologies, which has a long association with the esports sector, became Guild's exclusive peripherals partner in Jan 2021. As part of the two-year agreement, HyperX products will be used by our pro-players, content-creators and academy students as well as to fit out our London headquarters.

Subway, the world's largest submarine sandwich franchise signed as a main sponsor March 2021, becoming Guild's Official Quick-Service Restaurant Partner as well as an Official Academy Partner of Guild Esports in more than 50 EMEA markets. The agreement provides Subway marketing exposure on Guild's team jersey, bespoke branded content, its London headquarters, and player and content creator channels, along with exclusive esports activations.

In June 2021, Guild signed with Samsung, world-leader in transformative technologies, as its Official Display Partner. The agreement provides best-in-class products for our players, content creators, academy students and the London Headquarters and will provide exposure for Samsung across Guild's digital and social eco-system.

Together these sponsorship deals have laid a strong foundation for growth in sponsorship revenues from this year following their first-time contribution to revenues in the second half of 2021.

The Company's pipeline of new business from other potential sponsors and advertisers has also strengthened significantly. Discussions are currently at an advanced stage with several such prospects. These potential sponsors are engaged in multiple industries and have shown great interest in partnering with Guild as we emerge as a leading esports brand and expand our audience in a rapidly growing esports sector.

In October 2021, Guild announced the termination of a sponsorship deal with a European Fintech company totalling £3.6m over three years. Despite working with the brand for over a year through their financial difficulties induced by Covid-19, Guild took the decision to cancel the deal due to lack of certainty of their launch date, and delay in contractual payments. Guild's robust pipeline and growing interest from a range of other fintech prospects gave comfort that a replacement would be secured soon.

Although termination of the contract held back our revenue growth in 2021 we bounced back with a substantially larger £4.5m sponsorship deal with BitStamp in January 2022, which will start making a significant contribution to revenues in the current year. BitStamp is one of the world's longest established cryptocurrency exchanges, and has also opened up potentially further opportunities in the fintech sector. Taking this win into account, the total contracted revenues at the date of this report is £8.4m.

Rapidly growing audience

Guild is building its endemic audience through the creation of original content, signing of top-tier players and working with influencers and content creators, with David Beckham's social posts bringing in fans from different segments. Guild's fanbase and social reach has grown significantly, with Guild's owned audience making the Company the fastest growing esports organisation in Europe in 2021.

Subscribed fans in 2021 exceeded 1.1 million, video views surpassed 38.5 million, and social impressions of almost 500 million. With the Company's roster of players and content-creators, Guild has a network audience with direct access to over 14.6 million fans (not including David Beckham's own followers) via social media posts, an essential and attractive asset for potential sponsors.

This is in addition to brand exposure provided by media coverage of Guild's teams competing in esports games and tournaments. Guild's current games are widely covered by specialist media via platforms such as Twitch and YouTube, where Rocket League and Valorant saw over 100,000 concurrent viewers during peak matches. There has been increasing coverage from mainstream media outlets such as BBC Sport, who live-streamed a number of Guild's Rocket League fixtures in January 2021.

Expansion of teams continues at pace

Our esports audience is expanding partly due to the step-up in recruitment of outstanding professional players. The total roster of talent has increased from four in September 2020, to 22 players currently. They are organised in teams specialising in five major games franchises (FIFA, Fortnite, Rocket League, Apex Legends and Valorant) and compete in tournaments for trophies and prize money.

Guild has also started a programme to manage and drive players' social channels and digital content creation, expanding the reach of Guild and further increasing its fanbase. The Company is considering expansion into new games and new markets, giving access to larger audiences and partnership opportunities.

Our expansion into Fortnite with four esports athletes has given us Europe's number 1 roster with a significant social following, and a track record of wins and trophies in global competitions. Our FIFA roster, with the addition of Argentinian player Nico, places our duo among the top ranks globally. Our Valorant roster has now qualified for the EMEA Challengers league after a roster restructuring and is on track to becoming a global powerhouse in 2022. In Rocket League, our squad continues to develop, and with the growth in the title globally, it is an area of focus for the Company in the short term. Winning is important for the growth of the Company, and with our approach to player development, we are confident in adding more trophies to the current four we hold.

In the year to 30 September 2021, Guild teams contributed £0.72m in prize money wins to revenues, before players' share of winnings.

Merchandising

The first ranges of Guild-branded apparel went on sale on the Company's website in November 2020. A second line of products went on sale in May 2021. Sales volumes, as expected, were modest as these are still early days for the Company's merchandising operations.

In terms of apparel, we have been making strategic decisions on releasing products that assist with the progression of brand conversations. An example of this is the team jersey where we now have a product for our players to wear while playing, and brands can see the physical product that will display their logos.

Our strategy in 2022 is to launch additional product lines to our now larger and growing fanbase, and look to partner with existing brands and distribution networks to introduce products that not only appeal to those looking for fanwear, but also those that are passionate about fashion and culture.

The Guild Academy

A key element to Guild is with the vision to find and nurture new talent by adopting the proven academy system pioneered by Premier League football clubs such as Manchester United. On launch, the Academy saw rapid uptake with over 3,000 sign-ups and engagement from all across the world. Alongside the learning platform, the Guild Academy Tournaments running each week have thousands of unique players, with the final tournament of 2021, Apex Legends, oversubscribed days before it started.

The focus for 2022 is growing the Academy in two areas. One is focusing on providing added value to the casual gamer, and the other is identifying and developing aspiring professionals through the player development system. In terms of player development and platform growth, we continue to improve by taking key learnings from last year to develop the product with gamification and collaboration front of mind.

Complementing the Academy learning is pro player and content-creator driven workshops, using Guild's extensive roster of influencers to provide one-of-a-kind experiences to students.

The second element is with schools and colleges, where we are seeing strong appetite for esports engagement resulting in partnering with five colleges in January 2022. Guild aims to be the largest provider of school-based learning for esports through 2022.

Outlook

Significant progress has been made to execute Guild's growth strategy, and the Company is well positioned to attract more brand partners in 2022.

Earlier this month the Company's largest single sponsorship contract, a three-year £4.5m sponsorship with BitStamp was signed, providing a head start for the current year. In addition, the pipeline of potential sponsors remains robust with several deals at advanced stages of negotiations.

This provides the Company with confidence in adding significant sponsorship revenues to the current annualised revenue run rate at £3.1m for the year ending 30 September 2022, based on total contracted sponsorship revenues of £8.4m to date.

An expanding roster of top players means Guild is also well-positioned to achieve high rankings in tournaments and drive its fan base. Guild's network audience continues to grow rapidly and on track to broadly double again this year. As a result, the Company looks to the future with great confidence.

Kal Hourd

Chief Executive

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INDEPENDENT AUDITOR'S REPORT 

The Company's auditor has reported on the accounts and their audit report is unqualified. The independent auditor's report is set out in full in the Annual Report and Financial Statements, available on the Company's website. 

DIRECTORS' RESPONSIBILITIES STATEMENT 

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have prepared the Company financial statements in accordance with International Financial Reporting Standards in conformity with the requirements of the Companies Act 2006. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company for that period.

In preparing these financial statements, the directors are required to: 

· Select suitable accounting policies and then apply them consistently; 

· Make judgements and accounting estimates that are reasonable and prudent; 

· State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and 

· Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2021

STATEMENT OF FINANCIAL POSITION

AS AT 30 SEPTEMBER 2021

The financial statements were approved by the board of directors and authorised for issue on 28 January 2022 and are signed on its behalf by:

Mr J Savage 

Finance Director 

Company Registration No. 12187837

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2021

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 30 SEPTEMBER 2021

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2021

1. Accounting policies

Company information

Guild Esports PLC is a public limited company incorporated in England and Wales and domiciled in the United Kingdom. The registered office is Craven House, 16 Northumberland Avenue, London, WC2N 5AP. The Company's principal activities and nature of its operations are disclosed in the Directors' Report.

1.1 Basis of preparation

The financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the Company. 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.

The Company has adopted the applicable amendments to standards effective for accounting periods commencing on 1 October 2020. The nature and effect of these changes as a result of the adoption of these amended standards did not have an impact on the financial statements of the Company and, hence, have not been disclosed. The Company has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

1.2 Going concern

The preparation of financial statements requires an assessment on the validity of the going concern assumption.

The directors have a reasonable expectation that the Company has adequate cash resources to continue in operational existence for a period of at least one year from the date of approval of these financial statements. The Company, therefore, has adopted the going concern basis in preparing its financial statements.

The directors have reviewed the ongoing situation with Covid-19 and do not consider its effects to have a material impact on the Company's going concern. The directors note that esports tournaments which would have normally taken place in a physical location, have been adapted to take place virtually, in light of the practical restrictions enforced by regulations. Whilst this has hindered merchandise sales during the year, and live events where Guild can interact with the community, its fanbase has continued to grow. The Company looks forward to working alongside gaming developers as physical events begin to take place again, with limited restrictions.

1.3 Reporting period

The Company was incorporated on 3 September 2019. The figures in these financial statements represent the 12-month period ended 30 September 2021. Comparative figures presented in these financial statements are for the period from 3 September 2019 to 30 September 2020 and are therefore not entirely comparable.

1.4 Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The company recognises revenue when it transfers control of a product or service to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Sale of goods

Revenue is recognised when the significant risks and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably. Revenue is measured net of returns, trade discounts and volume rebates.

Royalties

The Company receives royalties from in-game digital products branded with the Guild logo. The rights to the digital products are held by the game developers, and Guild is not deemed to be the principal in such transactions. Therefore, the revenue recognised from the sale of these digital products is the net amount of commission earned by the Company.

Prize money

The Company operates esports teams in several game titles which each have multiple tournaments with varying amounts of prize pools. The Company recognises total prize winnings as revenue at the point that its esports teams' placing is confirmed in a tournament. Prize pool amounts payable to the Company's esports teams as part of the players' contracts are shown in cost of sales.

Long-term partnership contracts

The Company enters into partnership deals which provide rights over services and assets operated and owned by Guild. Contracts may include both fixed-price and variable-price services. Revenue from providing services is recognised in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. This is determined based on actual services provided relative to the total expected services expected as part of the contract. The rights over services and assets are subject to minimum monthly commitments and as such, these fixed-price contracts accrue materially evenly over the life of the contract.

1.5 Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives. Website costs are amortised on a 33% per annum, straight-line basis.

1.6 Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Office equipment 33% straight-line per annum

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 recognised in the income statement.

1.7 Impairment of tangible and intangible assets

At each reporting end date, the Company 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). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and demand deposits with banks and other financial institutions, that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. The Company monitors both short-term and long-term credit ratings of the financial institutions it banks with. During the period, the Company banked with NatWest Group Plc which has a high rating from Fitch Ratings Inc, being 'F1' short-term and 'A' long-term.

1.9 Financial assets

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the Company's business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

Impairment of financial assets

Financial assets, other than those measured at fair value through profit or 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 of the investment have been affected.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.10 Financial liabilities

The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Financial liabilities at fair value through profit or loss

Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:

· it has been incurred principally for the purpose of selling or repurchasing it in the near term, or

· on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit taking, or

· it is a derivative that is not a financial guarantee contract or a designated and effective hedging instrument.

Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.

Other financial liabilities

Other financial liabilities, including trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.

1.11 Equity and reserves

The share capital reserve represents the nominal value of equity shares. The share premium reserve is the amount subscribed for share capital in excess of nominal value. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. Share based payments relating to incentive schemes or advisor warrants have been recognised at their fair value at grant within the share based payment reserve in line with IFRS2. The retained earnings reserve represents the cumulative net gains and losses and other transactions with equity holders not recognised elsewhere.

1.12 Financial risk management

Equity instruments issued by the Company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Financial risk factors

The Company's activities expose it to a variety of financial risks: market risk (price risk), credit risk and liquidity risk. The Company's overall risk management programme seeks to minimise potential adverse effects on the Company's financial performance. The Company has no borrowings but is exposed to market risk in terms of foreign exchange risk. Risk management is undertaken by the board of directors.

Market risk - price risk

The Company is exposed to price risk primarily for the costs of operating in the Esports industry.

Credit risk

Credit risk arises from outstanding receivables. Management does not expect any losses from non-performance of these receivables. The amount of exposure to any individual counter party is subject to a limit, which is assessed by the board. The Company considers the credit ratings of banks in which it holds funds in order.

Liquidity risk

Liquidity risk arises from the Company's management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. Controls over expenditure are carefully managed, in order to maintain its cash reserves.

Capital risk management

The Company's objectives when managing capital is to safeguard the Company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure. The Company has no borrowings. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares. The Company monitors capital on the basis of the total equity held by the Company.

1.13 Taxation

The tax expense/credit represents the sum of the tax currently payable/receivable and deferred tax.

Current tax

The tax currently payable/receivable is based on taxable profit/loss for the year. Taxable profit/loss differs from net profit/loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's asset or liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14 Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15 Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes option pricing model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.16 Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2 Critical accounting estimates and judgements

In the application of the Company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

During the year, the Company issued warrants. The directors have applied the Black-Scholes pricing model to assess the costs associated with the share-based payments. The Black-Scholes model is dependent upon several inputs where the directors must exercise their judgement, specifically: risk-free investment rate; expected share price volatility at the time of the grant; and expected level of redemption. The assumptions applied by the directors, and the associated costs recognised in the financial statements are outlined in these financial statements.

3 Revenue

The Company derives revenue from various sources, including revenue from contracts with customers. These revenue sources involve the transfer of goods and/or services over time and at a point in time in the following major product lines and geographical regions.