AFCW PLC - .::AFC WIMBLEDON::. aware of any relevant audit information and to establish that the company’s auditors were aware of that information. This confirmation is given and

1109-2

AFCW PLC

REPORT and ACCOUNTS

for the

YEAR ENDED 30 JUNE 2009

COMPANY No: 4764827

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1

AFCW PLC

DIRECTORS

I H Heller

J E Samuelson

N M Higgs

I B Cooke

I R McNay

D Cox

M Breach

SECRETARY

D Charles

AUDITORS

BDO LLP

Chartered Accountants 55 Baker Street London W1U 7EU

REGISTERED OFFICE

The Cherry Red Records Fans’ Stadium - Kingsmeadow Jack Goodchild Way 422a Kingston Road Kingston upon Thames

Surrey KT1 3PB

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2

AFCW PLC DIRECTORS' REPORT

The directors present their report and the group accounts for the year ended 30 June 2009. Principal activities and business review The principal activities of the group throughout the year were those of an association football club and the related leisure services, including operating bars, catering and functions. On the pitch this was another successful year, with the team going one better than the previous season and winning the Blue Square South championship at the first time of asking, a second successive promotion for Terry Brown and his management team. We also reached the first round proper of the FA Cup for the first time and our game against Wycombe Wanderers which, while we lost, was shown live on television. The results on the pitch were reflected in average league attendances which rose by 23% to 3,219, putting us ahead of seven Football League teams and making us the 89th best-supported team in England and Wales. Off the pitch, there were several major developments. Work on the extension to the Paul Strank stand, including improvements to the stand’s roof, was completed in time for our fifth home game of the season in mid-September. The extension has been well-received and all the extra seats have been sold for most home games. After allowing for certain internal works we decided not to carry out, the project came in very close to the original budget. A large part of the cost was met by funds generated by the club and the Dons Trust. As a result, we were able to restrict our additional borrowing from Barclays to £125,000. This means that, at the year end, we had drawn only £450,000 of the £850,000 loan facility. In other words, there is still a further £400,000 we can draw down. Regarding the balance itself, we have already made sufficient payments to reduce the amount actually owed to just over £383,000.

The loan facility is due to expire at 31 December 2009 which, if we did nothing about it, would mean that the unused balance of the facility would no longer be available to the group. Nearer that date we will have discussions with the bank to extend the facility for a further six months (the maximum period they will normally agree to). If these discussions are not successful then it is the directors’ intention to draw down further sums before 31 December, sufficient to ensure that projected spending on new capital projects is covered. Promotion to the Blue Square Premier league brought with it additional expenditure to meet the ground grading requirements; this work is underway. Most importantly, we must install at least two additional turnstiles by 31 March 2010 to safeguard our position in the league. Steps are in hand to ensure that the work is completed early in 2010 and, of course, the loan facility is available to fund the work. In addition to all this activity around the stadium, we need to make sure we are ready for Football League status. We have developed plans to make the additional changes necessary to give us a ground that meets the league’s requirement while also considering our longer term options for a new stadium. We continue to pursue those options and our most recent action has been to submit our responses to Merton’s request for comments on its long term strategy for the borough. Turning to our finances, a key measure for many companies is earnings before interest, taxation, depreciation and amortisation (‘ebitda’) although, regrettably, it isn’t a figure that can be shown simply in our profit and loss account. It is arrived at by adding taxation (nil), net interest (£27,363), depreciation and amortisation charges (£115,043 and £21,765 respectively – see note 3) to the operating profit for the year. This year, the result is a profit before depreciation and interest of £179,406, a healthy increase on last year’s £115,379. After deducting taxation, net interest, depreciation and amortisation, the end result was a profit of £15,235 - we are a football club that makes a profit!

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3

AFCW PLC DIRECTORS' REPORT - continued

Principal activities and business review (continued) Looking at some areas in more detail, Note 2 shows that the aggregate turnover for the year was £1,720,601, an increase of nearly £330,000 (i.e. 23%) compared to last year. The main reason for this is a £250,000 increase in gate income and prize money, as shown below, in round thousands:

Fee for televised game £75,000 Increase in matchday takings 90,000 Increased season ticket income 64,000 Sundry amounts, net 21,000 £250,000

The increase in matchday takings reflected higher prices on the gate and a 53% rise in the numbers of people paying at the door. The increase in season ticket income was due to sales being 10% up on the previous year and prices also increasing as we entered the Blue Square South. Whenever gate income is high, merchandise tends to follow, especially in a season when we launch two new replica shirts; last year was no different. Commercial had an outstanding year, with its major sponsors, Sports Interactive, Cherry Red Records, Paul Strank and Tempest, continuing their support, for which we thank them. Nonetheless, this performance will be hard to replicate in 2009-10. By the time these accounts are published we will be over four months into the 2009-10 season and therefore it is appropriate to comment on successes on and off the pitch, which have continued into the new season. Manager Terry Brown has built a young, athletic team which has made a fine start to the season and this bodes well for the future. Its qualities have been noticed elsewhere and we recently saw one of our young stars, Chris Hussey, move on loan to Coventry City with a view to a transfer in the New Year. At the time of writing we had just reached the first round proper of the FA Cup for the second successive season and been rewarded with an exciting tie at League One club, Millwall. It is our continuing practice to assume we will be knocked out of every cup we enter at the first stage, so the proceeds even before we play Millwall are already double the entire budget for cup games this season. Off the pitch, at the time of writing we had sold over 2,500 season tickets, an astonishing increase of over 50% on last season. We have made it easier for fans to buy season tickets, introducing a direct debit scheme; nearly 400 have taken advantage of this. After eight home league games, average gates were over 3,800, an increase of nearly 20% compared to last season’s average, reflecting the excitement of a new league and the quality of football we have been playing. This average gate made us the 81st highest in England and Wales. Looking forward, we face several challenges and risks. In particular, we continue to match wage levels to the income levels we are confident we can generate. We are also aware that if we are to continue to succeed on the pitch, we will put even greater demands on the stadium and we have plans to make sure we can improve it at the necessary rate to match whatever progress we make on the pitch. The current economic environment is of concern and it is taking its toll on some clubs. However, in the light of the financial position of the Group at the balance sheet date and at the date of signing the accounts, the Group’s current forecasts of the results for 2009-10 and subsequent cash flows to at least 31 December 2010, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

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4

AFCW PLC

DIRECTORS' REPORT - continued Directors and their Interests The directors who served the company during the year, together with their interests in the shares of the company, were as follows:

A Ordinary Shares of 1p each 30 June

2009 30 June 2008

I H Heller 2,000 2,000 J E Samuelson 32,750 32,750 N M Higgs 2,000 2,000 I B Cooke 500 500 I R McNay 850 850 D Cox 150 150 M Breach 6,000 6,000 Messrs Cooke and McNay retire by rotation and present themselves for re-election at the annual general meeting. Directors' responsibilities for the accounts The directors are responsible for preparing the directors’ report and financial statements (which we refer to as accounts) in accordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year. Under that law, the directors have elected to prepare the accounts in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those accounts, the directors are required to:-

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business; and

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Dividend In the light of the results for the year, the board is not proposing the payment of a dividend. Auditors BDO LLP have indicated their willingness to continue in office as auditors and, in accordance with the provisions of the Companies Act 2006, it is proposed that they be re-appointed.

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5

AFC WIMBLEDON LIMITED DIRECTORS' REPORT

Directors’ responsibilities to the auditors Each of the directors at the date of approval of this report confirms that: - so far as the directors are aware, there is no relevant audit information of which the company’s auditors are unaware and - the directors have taken all reasonable steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to establish that the company’s auditors were aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006. On Behalf of the Board J E Samuelson Director 3 November 2009

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6

AFCW PLC INDEPENDENT AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AFCW PLC We have audited the financial statements of AFCW PLC for the year ended 30 June 2009 which comprise the group profit and loss account, the group and company balance sheets, the group cash flow statement, and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the company’s members, as a body, in accordance with sections 495 and 496 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. Opinion on financial statements In our opinion the financial statements:

• give a true and fair view of the state of the group’s and the parent company’s affairs as at 30 June 2009 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. Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.

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7

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Ian Clayden (senior statutory auditor) For and on behalf of BDO LLP, statutory auditor London United Kingdom Date BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

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8

AFCW PLC GROUP PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2009

Note

2009

£

2008

£

Turnover 2 1,720,601 1,391,650

Cost of sales 1,246,966 1,034,841

Gross profit 473,635 356,809

Administrative expenses 431,037 349,311

Group operating profit 3 42,598 7,498

Bank interest receivable 2,326 2,913

Interest payable and similar charges 6 (29,689) (31,240)

Profit/(loss) on ordinary activities before taxation 15,235 (20,829)

Taxation 7 - -

Profit/(loss) for the year 19 15,235 (20,829)

All the above results relate to continuing operations. There were no gains or losses in either year other than those already included in the above profit and loss account. There are no differences between historical cost profit and loss and the results set out above.

The notes on pages 12 to 20 form part of these accounts.

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9

AFCW PLC

GROUP BALANCE SHEET AS AT 30 JUNE 2009 2009 2008 Note £ £ £ £ Fixed assets

Intangible assets 8 16,000 11,765 Tangible assets 9 2,766,262 2,591,044 2,782,262 2,602,809 Current assets Stocks 11 33,874 38,595 Debtors 12 239,332 226,530 Cash at bank and in hand 215,843 103,894

489,049 369,019

Creditors: Amounts falling due within one year

13

637,969

498,366

Net current liabilities

(148,920)

(129,347)

Total assets less current liabilities

2,633,342

2,473,462

Creditors: Amounts falling due after more than one year

14

917,866

773,983 Net assets

1,715,476 1,699,479

Capital and reserves Called up share capital 17 78,079 78,066 Share premium account 18 1,578,113 1,577,364 Profit and loss account 19 59,284 44,049

Shareholders' funds 20 1,715,476 1,699,479 Approved on Behalf of the Board and authorised for issue on 3 November 2009 __________________________ ________________ I H Heller - Director J E Samuelson - Director 3 November 2009 Registered number 4764827


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10

AFCW PLC COMPANY BALANCE SHEET AS AT 30 JUNE 2009

2009 2008 Note £ £ £ £ Fixed assets Investments 10 3 3 Current assets Debtors 12 2,057,057 1,938,177 Cash at bank

984

464

2,058,041 1,938,641

Creditors: Amounts falling due within one year

13

120,196

15,612

Net current assets 1,937,845 1,923,029 Total assets less current liabilities

1,937,848

1,923,032 Creditors: Amounts falling due after more than one year

14

308,762

293,785

Net assets

1,629,086 1,629,247

Capital and reserves Called up share capital 17 78,079 78,066 Share premium account 18 1,578,113 1,577,364 Profit and loss account 19 (27,106) (26,183)

Shareholders' funds 20 1,629,086 1,629,247 Approved on Behalf of the Board and authorised for issue on 3 November 2009 _________________________ _____________________

I H Heller - Director J E Samuelson - Director 3 November 2009 Registered number 4764827


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11

AFCW PLC GROUP CASH FLOWS STATEMENT FOR THE YEAR ENDED 30 JUNE 2009

2009 2008 Note £ £ £ £

Net cash inflow/(outflow) from operating activities

22

239,251

267,525

Returns on investments and servicing of finance

Interest received 2,326 2,913 Interest paid (29,689) (31,240)

(27,363) (28,327)

Capital expenditure Acquisition of intangible fixed assets

(26,000) (20,000)

Acquisition of tangible fixed assets

(290,261)

(290,259)

(316,261) (310,259) Financing Issue of shares 762 - Ultimate parent company 119,561 120,380 Bank loan received 125,000 75,000 Bank loan repaid (29,001) (44,392) 216,322 150,988

Increase/(decrease) in cash 23 111,949 79,927


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12

AFCW PLC NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2009

1. Accounting policies a. Accounting basis The accounts have been prepared under the historical cost convention and in accordance with applicable accounting standards. b. Going concern To ensure that the AFCW PLC Group had sufficient funds for its capital projects the shareholders voted in 2007 to increase the Company’s loan facility with Barclays Bank from £600,000 to £850,000; the Group also extended the repayment period from 10 to 15 years. At 30 June 2009 the Group had drawn down only £450,000 of the facility (thanks to monthly repayments the amount owed at that date was just over £383,000). There have been no further draw downs since the year end. The loan facility is due to expire at 31 December 2009 and after that date no more may be drawn down unless the facility is extended. The Group is confident that such an extension will be negotiated. If the facility is not extended, then it is the directors’ intention to draw down further sums before 31 December 2009, sufficient to cover the costs of the work which is needed to ensure that the stadium meets the ground grading requirements. In the light of the above, the cash and working capital position of the Group as at the date of signing the accounts, and the Group’s current forecasts of the outturn for 2009-10 season and subsequent cash flows to at least 31 December 2010, the Directors have a reasonable expectation that the Group, and hence the Company has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors consider that it is appropriate to draw up the financial statements on a going concern basis. The financial statements do not include any adjustments that would result if the going concern basis of preparation were to become no longer appropriate. c. Consolidation basis The group accounts consolidate the accounts of AFCW PLC and all its subsidiaries. As permitted by section 230 of the Companies Act 1985, no profit and loss account is presented for AFCW PLC. The Group loss for the year includes a loss after tax of £923 (2008 – a loss of £3,826) which is dealt with in the financial statements of the parent company. d. Turnover Turnover represents gate receipts, commercial and other income associated with the principal activity of running a football club, owning a football stadium and related activities, exclusive of VAT. Season tickets and other revenues relating to future periods are accounted for in the period to which they relate. e. Intangible fixed assets The cost of players' registrations, comprising transfer fees payable and signing on fees if any, is capitalised and the cost is amortised over the period of the original contract to which the registration relates. The carrying value is reviewed to take into account any perceived impairment of the value of the registrations. Contingent transfer fees payable are recognised once crystallisation of the contingent liability becomes payable.

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f. Depreciation Depreciation on fixed assets is provided at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life as follows:

Long Leasehold Property - lesser of period of lease or 50 years Leasehold Improvements - 50 years Plant and Machinery - 5 years Computer Equipment - 3 years Furniture and Fixtures - 4 years

Assets in the course of construction are not depreciated until brought into use. g. Stocks Stocks are stated at the lower of cost and net realisable value, after allowance for slow moving and obsolete stock. h. Deferred taxation Deferred taxation is recognised in respect of timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more tax, or a right to pay less or receive more tax. Deferred tax is measured on an undiscounted basis at tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised to the extent that, on the basis of available evidence, it can be regarded as more likely than not that there will be suitable taxable profits which will exist that will allow the underlying timing differences to reverse. 2 Turnover 2009

£ 2008

£

Match receipts and prize money 619,325 369,567 Merchandise and programmes 217,913 161,087 Sponsorships and advertising 264,905 197,778 Bar and catering 359,116 339,483 Community Football Scheme 41,981 44,878 Licence fee 0 8,772 Other 17,566 17,247 Donations 199,795 252,838 1,720,601 1,391,650

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14

AFCW PLC

NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2009 3. Group operating profit/(loss) 2009 2008 Is stated after charging: £ £ Ground licence rentals 16,040 22,331 Auditors' remuneration - audit of the company - audit of subsidiary undertakings

1,500 6,000

1,500 6,000

Depreciation:

Owned tangible fixed assets 115,043 99,646 Amortisation: Intangible fixed assets 21,765 8,235 4. Directors’ emoluments 2009 2008 £ £ Emoluments for management services - - 5. Staff costs 2009 2008 £ £ Wages and salaries 696,126 523,464 Player and football staff expenses 21,296 16,433 Social security costs 57,687 43,552 775,109 583,449 The average number of permanent non-football staff during the year was approximately 6. The average number of football staff during the season was 24. The average number of CFS & YDP Coaching staff during the year was 24. The number of employees at 30 June 2009 was: 2009 2008

Football staff 2 2 Bar and other part-time staff 19 24 Admin 3 3 Community Football Scheme & Youth Development Programme Coaches 20 7 50 36 The number of football staff at 30 June 2009 includes only those who were paid and contracted at that date. Many football staff are paid during the season only and therefore the number at 30 June is lower than the average during the year. A significant number of part-time bar staff work on an occasional basis. The number shown above is the total number of staff available “on call” at 30 June 2009. In addition to the numbers of paid staff described above, there are many unpaid volunteers who carry out a wide range of work. The nature of their involvement varies, as does the amount of time they spend, varying from an hour or two a month to full-time. Their importance to the club’s operations is illustrated by the fact that about 80 volunteers work on a matchday to ensure that everything runs smoothly; many other volunteers work during the week.

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6. Interest payable and similar charges 2009 2008

£ £

Bank and other loans 29,689 31,240

7. Taxation 2009 2008

£ £

a. Tax on loss on ordinary activities

The tax charge is made up as follows:

UK corporation tax (note 7b) - -

There is no corporation tax charge due to the availability of trading losses arising during the year.

b. Factors affecting the current tax charge: The tax assessed on the profit on ordinary activities for the year differs from the standard rate of UK corporation tax of 20%. The differences are reconciled below: 2009 2008

£ £

Profit/(loss) on ordinary activities before taxation 15,240 (20,829)

Profit/(loss) on ordinary activities @ 21% (2008 – 20%) 3,200 (4,166)

Depreciation in excess of capital allowances 24,159 19,930

Income not chargeable for tax purposes (41,950) (50,568) Losses carried forward 14,597 34,804

Total UK corporation tax (note 7a) - -

c. Deferred taxation The deferred tax asset of £132,200 (2008 - £99,050), arising due to the availability of tax losses and depreciation in advance of capital allowances, has not been recognised in the accounts as, on the available evidence, it does not meet the recognition criteria as stipulated by FRS 19. 8. Intangible assets – Group

Cost £

At 30 June 2008 20,000

Additions 26,000

At 30 June 2009 46,000

Amortisation

At 30 June 2008 8,235

Charge for year 21,765

At 30 June 2009 30,000

Net book value

At 30 June 2009 16,000

At 30 June 2008 11,765

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16

AFCW PLC

NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2009 9. Tangible assets - Group Cost

Long leasehold property &

improvements £

Plant and machinery

£

Computer equipment

£

Furniture & fixtures

£

Assets in the course

of construction

£

Total £

30 June 2008

2,536,358

225,040 19,009 9,325 209,564 2,999,296

Additions 245,583 31,708 1,283 11,687 - 290,261 Transfers 209,564 - - - (209,564) - 30 June 2009

2,991,505 256,748 20,292 21,012 - 3,289,557

Depreciation 30 June 2008

251,809

129,784

17,865

8,794

-

408,252

Charge for year

59,829

51,350

809

3,055

-

115,043

30 June 2009

311,638 181,134 18,674 11,849 - 523,295

Net Book Value

30 June 2009

2,679,867

75,614

1,618

9,163

-

2,766,262

30 June 2008

2,284,549

95,256

1,144

531

209,564

2,591,044

10. Investments Company

2009 2008

£ £

Subsidiary companies

At 30 June 2008 3 3

At 30 June 2009 3 3

Investments comprise 100% holdings of the issued share capital of the following companies, all of which are incorporated in England: Name of company Nature of business AFC Wimbledon Limited Association football club AFCW Stadium Limited Football stadium ownership

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17


11. Stocks Group Company 2009 2008 2008 2007 £ £ £ £ Goods for resale – merchandise and bar stocks 33,874 38,595 - -

12. Debtors Group Company 2009 2008 2009 2008 £ £ £ £ Trade debtors 98,366 124,143 - - Amounts due from group company - - 2,057,057 1,938,177 Other debtors 13,518 32,468 - - Prepayments and accrued income 127,448 69,919 - - 239,332 226,530 2,057,057 1,938,177

13. Creditors: Amounts falling due within one year Group Company 2009 2008 2009 2008 £ £ £ £ Bank loan – secured (note 15) 23,903 22,094 - - Trade creditors 94,778 144,249 - - Other taxes and social security 8,139 5,325 - - Other creditors 3,344 2,634 - - Accruals and deferred income 387,609 308,452 - - Amount due to ultimate parent company 120,196 15,612 120,196 16,040 637,969

498,366 120,196 16,040

14. Creditors: Amounts falling due after more than one year Group Company 2009 2008 2009 2008 £ £ £ £ Bank loan – secured (note 15) 359,104 264,914 - - Accruals and deferred income 250,000 215,284 - - Amount due to ultimate parent company 308,762 293,785 308,762 282,660 917,866 773,983 308,762 282,660

The amounts due to the ultimate parent company are repayable over the period July 2009 to June 2019.

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15. Bank loan Group Company 2009 2008 2009 2008 Amount repayable £ £ £ £ Within 1 year 23,903 22,094 - - In more than 1 year but not more than 2 years 24,500 23,868 - - In more than 2 years but not more than 5 years 78,613 83,734 - - 103,113 107,602 - - In more than 5 years 255,991 157,312 - - Due after more than one year 359,104 264,914 - -

Bank loan (continued) The bank loan is secured by way of a legal mortgage over the long leasehold property and is repayable by 180 monthly instalments commencing October 2007. At 30 June 2009 there was a further facility of £400,000 available for draw down up to 31 December 2009. Interest is charged at base rate plus 2.5% and the interest charged during the year was £19,654. The bank facility is due for renewal on 31 December 2009. 16. Deferred taxation No provision for deferred taxation is required at 30 June 2009, as no timing differences arise due to the availability of losses carried forward. 17. Called up share capital Group and Company 2009 2008 £ £ Authorised: 5,000,000 Ordinary shares of 1p each

50,000

50,000

5,000,000 A Ordinary shares of 1p each 50,000 50,000 100,000 100,000 Called up, allotted and fully paid: 5,000,000 Ordinary shares of 1p each 50,000 50,000 2,807,870 A Ordinary shares of 1p each 28,079

78,079 28,066 78,066

During the year, 1,270 A Ordinary shares of 1p each were issued to a number of new subscribers at a price of 60p each, totalling £762, by way of capitalisation of outstanding balances due.

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19


18. Share premium account Group and Company

2009 2008

£ £

At 30 June 2008 1,577,364 1,341,364

Premium on share issue 749 236,000

At 30 June 2009 1,578,113 1,577,364

19. Profit and loss account Group Company

2009 2008 2009 2008

£ £ £ £

At start of financial year 44,049 64,878 (26,183) (22,357)

Profit/(loss) for the financial year 15,235 (20,829) (923) (3,826)

At end of financial year 59,284 44,049 (27,106) (26,183)

20. Reconciliation of movement in shareholders' funds Group Company

2009 2008 2009 2008

£ £ £ £

Opening shareholders' funds 1,699,479 1,480,308 1,629,247 1,393,073

Profit/(loss) for the financial year 15,235 (20,829) (923) (3,826)

Purchases of A Ordinary shares & share premium

762

240,000

762

240,000

Closing shareholders' funds 1,715,476 1,699,479 1,629,086 1,629,247

21. Related party transactions Two directors of the company provided services to AFC Wimbledon Limited during the year. The amounts involved were: Company Value of services in the year Related party D2E Design & Print Limited £7,928 Ivor Heller Cherry Red Records Limited £325 Iain McNay

These transactions were approved by the other directors and were undertaken on competitive terms. At 30 June 2009 £1,178 was due to D2E Design & Print Limited.

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20

AFCW PLC

NOTES TO THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2009

22. Reconciliation of operating loss to net cash inflow/(outflow) from operating activities 2009 2008 £ £ Operating profit 42,598 7,498 Depreciation 115,043 99,646 Amortisation 21,765 8,235 Decrease/(Increase) in stocks 4,721 (2,368) (Increase) in debtors (12,802) (148,523) Increase in creditors 67,926 303,037 Net cash inflow/(outflow) from operating activities 239,251 267,525

23. Analysis of change in net debt 30 June

2008 £

Cash flow £

30 June 2009 £

Cash at bank and in hand 103,894 111,951 215,843 Bank loan (287,008) (95,999) (383,007)

Due to ultimate parent company (309,397) (119,561) (428,958)

(492,511) (103,609) (596,120) 24. Capital commitments At 30 June 2009 the company had capital commitments of £nil. 25. Contingent liabilities The Company is included within a cross guarantee arrangement with Barclay's Bank Plc with regard to loans issued to AFCW Stadium Limited, a fellow group company. As at 30 June 2009, amounts due from AFCW Stadium Limited to Barclays Bank Plc, and therefore the potential liability, amounted to £383,007 (2008: £287,008). The bank loan is secured by way of a legal mortgage over the long leasehold property held within the companies. 26. Ultimate parent company The ultimate parent company is Wimbledon Football Club Supporters Society Limited (“The Dons Trust”), a company registered in England under the Industrial and Provident Societies Act 1965 -1978.

AFCW PLC - .::AFC WIMBLEDON::. aware of any relevant audit information and to establish that the company’s auditors were aware of that information. This confirmation is given and

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