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Registration number: 09914944









 

Right to Dream Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
London
W1D 5AR

 

Right to Dream Limited

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Consolidated Income Statement

10

Consolidated Statement of Comprehensive Income

11

Consolidated Statement of Financial Position

12

Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Financial Statements

17 to 37

 

Right to Dream Limited

Company Information

Directors

L Mansour

D Dickinson

T A Vernon

K A Siddiqui

M Mansour

C Vernon

Registered office

130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

Auditor

Brebners
Chartered Accountants & Statutory Auditor
130 Shaftesbury Avenue
W1D 5AR

 

Right to Dream Limited

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

Fair review of the business

The company is principally engaged in the management of its subsidiaries, who are themselves engaged in the operation of a professional football club, the development of professional football players and the education of talented young people.

Right to Dream Limited Group combines elite football development, innovative educational provision and a tailored character development programme through their Academy in Ghana, club FC Nordsjaelland A/S in Denmark and foundations in USA. The Right to Dream Academy in Ghana is involved in football education and training, mentorships and offers educational pathways for talented young men and women. The group's operations have seen significant growth over the past years with the introduction of new equity owners in 2021 and strategic investment in the USA market in 2023 through the acquisition of an MLS team.

FC Nordsjaelland A/S was placed 4th in the Danish Superliga for 2023/2024, after finishing 2nd in 2022/2023. The increase in total revenue was a result of increased transfer sales (comprises 65% (2022: 51%) of total revenue for the year). Transfer revenue was up by 394% in 2023 compared to 2022. Conditional income from previous player transfers increased in the year. TV revenue has increased in the year by 25% due to a better TV viewership with increased interest in matches (following increased viewer preference). Stadium income increased by 146% from 2022. All other forms of revenue, including sponsorship and other revenue also showed smaller increases in 2023 compared to 2022. The club continues to develop the talent of players through the cooperation of football academies in Farum and Ghana. The Group is also expected to establish a new academy in San Diego to provide another talent development pipeline.

The year ended 31 December 2023 showed losses in the group's operations reduce mainly from the improved revenues and better cost management. The main driver of this improved financial results compared to 2022 is improved transfers and commercial revenue upsides. The group’s investments in competencies continues an upward trajectory. Administrative expenses increased by 67% due to high-cost international expansion projects.

The overall cost base of the group continuous upward trajectory. However, transfer and other revenues increased at a higher rate resulting in improved operating performance relative to 2022. The group aims to be profitable through its investment in player pipeline aimed at developing top talent and increased transfer value of players.

 

Right to Dream Limited

Strategic Report for the Year Ended 31 December 2023

Trading Performance

The group’s turnover for the year ended 31 December 2023 was £49.4m compared to £16.0m in 2022, an increase of £33.4m.

Direct costs have increased by 75% from 2022 with increased expenditure related to player transfers. Transfer revenue was up by 394% in 2023 compared to 2022. Conditional income from previous player transfers increased in the year.

Employment costs have increased by 81% in 2023, the increase is a result of new contracts being signed by key players and increased number of staff. The increase in staff is seen as an investment in future activities and growth. Overall general admin expenses have increased by 67% in the current year. The increase is due to investment in future activities and growth. Consequently, the group made a loss after tax of £9.7m, a significant decrease in the loss in 2022 of £12.4m.

At 31 December 2023 the consolidated Statement of Financial Position showed total net assets of £52.7m (£4.9m in 2022) and in terms of liquidity, current assets exceeded current liabilities by £25.1m (£1.0m in 2022).

During the year additional share capital was subscribed of an amount of £57.7m (£6.0m in 2022). £4.5m of the cash from share subscriptions was used in the existing business operations whilst the remaining £53.2m was further investment in the new entity established in the USA.
 

Financial KPIs

The group's key financial and other performance indicators during the year were as follows:

 

Unit

2023

2022

Turnover

£000

49,406

15,989

Gross Profit

£000

35,708

8,171

Profit/(Loss) after tax (£)

£000

(9,660)

(12,418)

Non-financial KPIs

There are a number of non-financial KPIs monitored by the Board but none are considered key.

Principal risks and uncertainties

The company and group's principal financial instruments comprise bank balances and contractual revenue. The main purpose of these instruments is to finance the group's operations.

Due to the nature of the financial instruments used by the group there is exposure to price risk on future contracts for sponsorship and player sales revenues. The group's approach to managing other risks applicable to the financial instruments concerned is detailed below.

In respect of bank balances the liquidity risk is managed by maintaining a positive balance in cash flow estimates based on contracted revenues and utilising budgets and forecasts for non-planned spending decisions, as well as conservative estimations of non-contractual revenue.

Credit risk revenue is managed by ensuring invoicing and payment chasing are under a strict review process and credit checks are undertaken on new customers and clients.

 

Right to Dream Limited

Strategic Report for the Year Ended 31 December 2023

Future outlook

The directors expect to continue the investments in staff to provide a stronger foundation for growing revenues.

The group expects the income due from player transfers to increase in 2024 compared to 2023. There is also an expectation that sponsorship and matchday income will increase in the future from increased viewership/better TV choice. There is already a positive development in sponsorship agreements being renewed and new agreements signed.

Additional share capital has been subscribed for subsequent to 31 December 2023 for a total of £14.3m, £5m of which was for the existing business and £9.3m was for further investment in the new US entity.

In May 2023, the group invested in the purchase of an MLS club in San Diego (San Diego FC) by partnering with San Diego native family (Sycuan Band). As part of this new investment, a new academy is currently being set up together with a professional football club (San Diego FC). The San Diego FC is 49.25% controlled by the Right to Dream Group through the UK entity (Right to Dream Limited). It is expected that the San Diego FC will compete in the MLS in 2025. The operations of the San Diego FC is expected to impact the group through the provision of corporate support to the new US entity and on-going funding requirements that will flow from Right to Dream Limited entity to the USA.

Approved by the Board on 17 September 2024 and signed on its behalf by:

.........................................
T A Vernon
Director

 

Right to Dream Limited

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the for the year ended 31 December 2023.

Directors of the company

The directors who held office during the year were as follows:

L Mansour

D Dickinson

T A Vernon

K A Siddiqui

M Mansour

C Vernon

Dividends

No interim dividends were paid in the year (2022: £Nil) and no final dividend is proposed.

Disclosure of information in the strategic report

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

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved by the Board on 17 September 2024 and signed on its behalf by:

.........................................
T A Vernon
Director

 

Right to Dream Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 enable them to ensure that the financial statements comply with the Companies Act 2006 and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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.

 

Right to Dream Limited

Independent Auditor's Report to the Members of
Right to Dream Limited

Opinion

We have audited the financial statements of Right to Dream Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the company's affairs as at 31 December 2023 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Right to Dream Limited

Independent Auditor's Report to the Members of
Right to Dream Limited

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, 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.

Auditor 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 auditor’s 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 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:

Based on our understanding of the Group and the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006), UK corporate taxation laws, environmental legislation, health and safety legislation, anti-bribery legislation and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.

 

Right to Dream Limited

Independent Auditor's Report to the Members of
Right to Dream Limited

We understood how the Group is complying with relevant legislation by making enquiries of management and those responsible for legal and compliance procedures. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.

We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.

Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.

The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.

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, collusion, omission, misrepresentation or forgery.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 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.

......................................
Martin Widdowson (Senior Statutory Auditor)
For and on behalf of

Brebners, Statutory Auditor
130 Shaftesbury Avenue
W1D 5AR

20 September 2024

 

Right to Dream Limited

Consolidated Income Statement for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

49,406,062

15,988,988

Cost of sales

 

(13,698,366)

(7,818,008)

Gross profit

 

35,707,696

8,170,980

Administrative expenses

 

(36,753,120)

(22,040,339)

Operating loss

4

(1,045,424)

(13,869,359)

Other interest receivable and similar income

 

139,941

220,165

Interest payable and similar expenses

 

(430,554)

(137,998)

 

(290,613)

82,167

Share of loss of equity accounted investees

 

(6,351,742)

-

Loss before tax

 

(7,687,779)

(13,787,192)

Taxation

10

(1,972,032)

1,369,457

Loss for the financial year

 

(9,659,811)

(12,417,735)

Profit/(loss) attributable to:

 

Owners of the company

 

(9,826,018)

(12,297,210)

Non controlling interests

 

166,207

(120,525)

 

(9,659,811)

(12,417,735)

 

Right to Dream Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

2022
£

Loss for the year

(9,659,811)

(12,417,735)

Foreign currency translation gains/(losses)

(364,659)

149,564

Total comprehensive income for the year

(10,024,470)

(12,268,171)

Total comprehensive income attributable to:

Owners of the company

(10,190,677)

(12,147,646)

Non controlling interests

166,207

(120,525)

(10,024,470)

(12,268,171)

 

Right to Dream Limited

Consolidated Statement of Financial Position as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

11

9,161,450

6,508,676

Tangible assets

12

1,450,871

2,404,674

Investments

13

19,664,974

10,267

 

30,277,295

8,923,617

Current assets

 

Stocks

14

166,727

99,311

Debtors

15

10,605,662

12,475,052

Cash at bank and in hand

16

37,857,784

3,240,114

 

48,630,173

15,814,477

Creditors: Amounts falling due within one year

17

(23,496,140)

(14,774,372)

Net current assets

 

25,134,033

1,040,105

Total assets less current liabilities

 

55,411,328

9,963,722

Creditors: Amounts falling due after more than one year

17

(2,641,248)

(4,864,477)

Provisions for liabilities

(121,502)

(126,318)

Net assets

 

52,648,578

4,972,927

Capital and reserves

 

Called up share capital

20

20,001

4,584

Share premium reserve

 

70,236,120

12,551,416

Capital contribution reserve

 

2,137,866

2,137,866

Retained earnings

 

(20,070,155)

(9,879,478)

Equity attributable to owners of the company

 

52,323,832

4,814,388

Minority interests

 

324,746

158,539

Shareholders' funds

 

52,648,578

4,972,927

Approved and authorised by the Board on 17 September 2024 and signed on its behalf by:
 

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

T A Vernon
Director

Company registration number: 09914944

 

Right to Dream Limited

Statement of Financial Position as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

11

181,303

271,303

Investments

13

1,405,066

1,405,066

 

1,586,369

1,676,369

Current assets

 

Debtors

15

34,310,978

7,207,751

Cash at bank and in hand

 

27,911,039

-

 

62,222,017

7,207,751

Creditors: Amounts falling due within one year

17

(12,130,798)

(5,930,014)

Net current assets

 

50,091,219

1,277,737

Net assets

 

51,677,588

2,954,106

Capital and reserves

 

Called up share capital

20

20,001

4,584

Share premium reserve

70,236,120

12,551,416

Capital contribution reserve

652,578

652,578

Retained earnings

(19,231,111)

(10,254,472)

Shareholders' funds

 

51,677,588

2,954,106

Approved and authorised by the Board on 17 September 2024 and signed on its behalf by:
 

.........................................
T A Vernon
Director

Company registration number: 09914944

 

Right to Dream Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital contribution reserve
£

Profit and loss account
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 January 2023

4,584

12,551,416

2,137,866

(9,879,478)

4,814,388

158,539

4,972,927

(Loss)/profit for the year

-

-

-

(9,826,018)

(9,826,018)

166,207

(9,659,811)

Other comprehensive income

-

-

-

(364,659)

(364,659)

-

(364,659)

Total comprehensive income

-

-

-

(10,190,677)

(10,190,677)

166,207

(10,024,470)

New share capital subscribed

15,417

57,684,704

-

-

57,700,121

-

57,700,121

At 31 December 2023

20,001

70,236,120

2,137,866

(20,070,155)

52,323,832

324,746

52,648,578

Share capital
£

Share premium
£

Capital contribution reserve
£

Profit and loss account
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 January 2022

4,584

6,551,416

2,137,866

2,268,168

10,962,034

279,064

11,241,098

Loss for the year

-

-

-

(12,297,210)

(12,297,210)

(120,525)

(12,417,735)

Other comprehensive income

-

-

-

149,564

149,564

-

149,564

Total comprehensive income

-

-

-

(12,147,646)

(12,147,646)

(120,525)

(12,268,171)

New share capital subscribed

-

6,000,000

-

-

6,000,000

-

6,000,000

At 31 December 2022

4,584

12,551,416

2,137,866

(9,879,478)

4,814,388

158,539

4,972,927

 

Right to Dream Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Share premium
£

Capital contribution reserve
£

Retained earnings
£

Total
£

At 1 January 2023

4,584

12,551,416

652,578

(10,254,472)

2,954,106

Loss for the year

-

-

-

(8,976,639)

(8,976,639)

New share capital subscribed

15,417

57,684,704

-

-

57,700,121

At 31 December 2023

20,001

70,236,120

652,578

(19,231,111)

51,677,588

Share capital
£

Share premium
£

Capital contribution reserve
£

Retained earnings
£

Total
£

At 1 January 2022

4,584

6,551,416

652,578

(3,773,198)

3,435,380

Loss for the year

-

-

-

(6,481,274)

(6,481,274)

New share capital subscribed

-

6,000,000

-

-

6,000,000

At 31 December 2022

4,584

12,551,416

652,578

(10,254,472)

2,954,106

 

Right to Dream Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Loss for the year

 

(9,659,811)

(12,417,735)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

4,432,242

2,631,557

Loss on disposal of tangible assets

4

304,188

-

Loss on disposal of intangible assets

-

185,328

Finance income

5

(139,941)

(220,165)

Finance costs

6

430,554

137,998

Share of profit/loss of equity accounted investees

 

6,351,742

-

Income tax expense

10

1,972,032

(1,369,457)

Foreign exchange gains/losses

 

45

(49,009)

 

3,691,051

(11,101,483)

Working capital adjustments

 

Increase in stocks

 

(67,416)

(24,522)

(Increase)/decrease in trade and other debtors

 

(33,976,489)

7,985,866

Increase in trade and other creditors

 

42,298,591

3,845,487

Increase in deferred income

 

98,265

-

Cash generated from operations

 

12,044,002

705,348

Income taxes paid

 

(473,630)

(870,239)

Net cash flow from operating activities

 

11,570,372

(164,891)

Cash flows from investing activities

 

Interest received

 

139,941

220,165

Acquisitions of tangible assets

12

(588,492)

(1,620,675)

Proceeds from sale of tangible assets

 

232,762

-

Acquisition of intangible assets

11

(6,494,720)

(3,597,854)

Proceeds from sale of intangible assets

 

217,038

7,171

Acquisition of investments in joint ventures and associates

13

(26,006,449)

-

Net cash flows from investing activities

 

(32,499,920)

(4,991,193)

Cash flows from financing activities

 

Interest paid

 

(430,554)

(137,998)

Proceeds from issue of ordinary shares, net of issue costs

 

57,700,121

6,000,000

Bank borrowing repayments

 

(1,715,343)

(487,232)

Receipts from finance lease debtors

 

-

113,081

Net finance lease receipts/(payments)

 

(7,006)

(94,692)

Net cash flows from financing activities

 

55,547,218

5,393,159

Net increase in cash and cash equivalents

 

34,617,670

237,075

Cash and cash equivalents at 1 January

 

3,240,114

3,003,039

Cash and cash equivalents at 31 December

 

37,857,784

3,240,114

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is :
130 Shaftesbury Avenue
2nd Floor
London
W1D 5EU

The principal activity of the company is that of an investment holding company. The principal activity of the group is that of the operation of a professional football club, the development of professional football players and the education of disadvantaged young people.
 

The principal place of business is:
FC Nordsjaelland A/S
Farum Park 2
DK3520-Farum
Denmark

2

Accounting policies

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and Companies Act 2006.

No income statement is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £8,976,640 (2022: £6,481,274).

Basis of preparation

These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below.

Summary of disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosure exemptions available under FRS 102:

(a) No cash flow statement has been presented for the company
(b) Disclosures in respect of financial instruments of the company have not been prepared.
 

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December each year.
 

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

The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Minority interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Going concern

The consolidated statement of financial position as at 31 December 2023 showed net assets amounting to £52,648,578.

In the January 2024 transfer window, the Group accepted an offer for a key player and executed the transfer receiving income of £16.2m in July 2024. Furthermore, sell-on bonuses on former players have been received. The Group's expectation is that further significant transfer income will arise in the future.

The period subsequent to 31 December 2023 has been consistent with expectations. Commercial revenues (TV income, stadium revenue) continue to increase from increased interest in the team from its top four league position. New sponsorship partners have been signed and the group expects renewals of sponsorship agreements to be normal.

The group has also received all amounts due in respect of historic player transfers. Some clubs deferred payment to the group in line with normal transfer payment plans but the amounts due were all received in full. In early 2024, the group undertook a restructuring exercise with the aim of right-sizing the organisation and managing costs in an efficient manner.

In October 2023 an additional academy to the Right to Dream family was opened in Cairo, Egypt. The operations of this academy will not have a significant impact on costs and income, except for time spent on integrating this academy. In the future there will be a close cooperation between the current academies and this new academy. It is expected that the first players will arrive to FC Nordsjaelland will be in 2027. The Group also expanded into the US market in 2023 by partnering with a US entity to acquire an MLS team that is currently planned to play in the 2025 season. A new academy is also under construction in the US. Overall, the group expects to continue its strategic investment plan in the US which is expected to contribute to improved revenues and profitability for the group in the long run.

The group's management accounts to 30 June 2024 show the group is currently meeting budget and is able to generate sufficient working capital to meet its obligations as they fall due. The group has received £14.3m in additional funding after 31 December 2023 through the issue of new shares.

The group has prepared cashflow forecasts and budgets and considered the position for a period of at least twelve months from the approval of the financial statements to ensure the group has sufficient working capital.

Based on the above considerations, the directors have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis when preparing the financial statements.

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Judgements and estimates

There are no significant judgements or estimates that management have made in the process of applying the entity's accounting policies that have a significant effect on the amounts recognised in the financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue from sponsorships and TV coverage over the period to which the specific contracts relate. Transfer fee income is recognised once a legally binding contract is in place and stadium match-day revenue is recognised as arising.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Furniture, fittings and equipment

Straight line over 3-10 years

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Intangible assets

Separately acquired rights and licences are shown at historical cost.

Acquired rights and licences acquired in a business combination are recognised at fair value at the acquisition date.

Acquired rights and licences acquired have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill and licences

Over 10 years

Acquired rights

over the period of the contract

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.

Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset.

Where there are a number of similar obligations, for example where a warranty provision has been given, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Leases


Assets held under hire purchase contracts are capitalised at the lesser of fair value or present value of minimum lease payments in the statement of financial position. The present value of the minimum lease payments is calculated using the interest rate implicit in the lease. A corresponding liability is recognised at the same value in the statement of financial position. The asset is then depreciated over its useful life.

The minimum lease payments are apportioned between the finance charge recognised in the income statement and the reduction of the outstanding liability using the effective interest method. The finance charge in each period is allocated so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Financial instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Long term debts with an interest rate that is considered to be less than the market rate are initially measured at the present value of the future payments discounted at an applicable market rate of interest.

Long term debts are subsequently remeasured at amortised cost, using the effective interest rate method.

3

Turnover

The analysis of the group's revenue for the year from continuing operations is as follows:

2023
£

2022
£

Football revenue

49,406,062

15,988,988

The analysis of the group's turnover for the year by geographical market is as follows:

2023
£

2022
£

UK

914,076

203,198

Denmark

48,491,986

15,785,790

49,406,062

15,988,988

4

Operating loss

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

872,425

597,089

Amortisation expense

3,559,817

2,034,468

Foreign exchange losses/(gains)

244,365

(459,048)

Loss on disposal of tangible fixed assets

304,188

-

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

5

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

139,071

219,749

Other finance income

870

416

139,941

220,165

6

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

213,073

99,986

Interest expense on other finance liabilities

217,481

38,012

430,554

137,998

7

Staff costs

The aggregate payroll costs were as follows:

2023
£

2022
£

Wages and salaries

23,370,388

12,912,523

Social security costs

252,934

113,253

Pension costs, defined contribution scheme

310,372

189,682

23,933,694

13,215,458

The average number of persons employed by the group during the year, analysed by category was as follows:

2023
No.

2022
No.

Playing staff

103

97

Administration and management

53

23

Football Support Staff

44

50

200

170

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

381,999

-

In respect of the highest paid director:

2023
£

2022
£

Remuneration

381,999

-

9

Auditor's remuneration

2023
£

2022
£

Audit of these financial statements

24,500

25,250

Audit of subsidiary undertakings financial statements

5,250

4,600

Other compliance services

3,050

10,235

32,800

40,085


 

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

10

Taxation

Tax charged/(credited) in the income statement

2023
£

2022
£

Current taxation

UK corporation tax adjustment to prior periods

(43,541)

-

Foreign tax charge

1,501,851

-

Total current income tax

1,458,310

-

Deferred taxation

Arising from origination and reversal of timing differences

513,722

(1,369,457)

Tax expense/(receipt) in the income statement

1,972,032

(1,369,457)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK of 25% (2022 higher than standard rate of corporation tax of 19%).

The rate of taxation payable by the subsidiary undertakings is 22%.

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(7,687,779)

(13,787,192)

Corporation tax at standard rate

(1,921,945)

(2,619,566)

UK effect of disallowed expenses

1,561,299

336,374

UK effect of tax losses

1,045,389

1,103,164

Foreign tax adjustments

(247,750)

1,287,223

Deferred tax movement

513,722

(1,369,457)

Other timing differences

1,021,317

(107,195)

Total tax charge/(credit)

1,972,032

(1,369,457)

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Deferred tax

Group

Deferred tax assets and liabilities

2023

Asset
£

Liability
£

Accelerated Capital Allowances

997,472

-

Unrealised foreign exchange

-

(121,502)

Other losses

47,038

-

1,044,510

(121,502)

2022

Asset
£

Liability
£

Accelerated Capital Allowances

9,470

-

Unrealised foreign exchange

-

(126,317)

Trading losses

1,585,716

-

Other losses

47,038

-

1,642,224

(126,317)

Company

Deferred tax assets and liabilities

2023

Asset
£

Liability
£

Other losses

47,038

-

47,038

-

2022

Asset
£

Liability
£

Other losses

47,038

-

47,038

-

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

11

Intangible assets

Group

Goodwill
 £

Acquired rights
 £

Licences
£

Total
£

Cost or valuation

At 1 January 2023

9,342,755

5,231,292

904,331

15,478,378

Additions

-

6,494,720

-

6,494,720

Disposals

-

(677,491)

-

(677,491)

Foreign exchange movements

-

(100,411)

-

(100,411)

At 31 December 2023

9,342,755

10,948,110

904,331

21,195,196

Amortisation

At 1 January 2023

6,539,925

1,796,749

633,028

8,969,702

Amortisation charge

934,275

2,534,709

90,000

3,558,984

Amortisation eliminated on disposals

-

(460,453)

-

(460,453)

Foreign exchange movements

-

(34,487)

-

(34,487)

At 31 December 2023

7,474,200

3,836,518

723,028

12,033,746

Carrying amount

At 31 December 2023

1,868,555

7,111,592

181,303

9,161,450

At 31 December 2022

2,802,830

3,434,543

271,303

6,508,676

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Company

Licenses
£

Total
£

Cost or valuation

At 1 January 2023

904,331

904,331

At 31 December 2023

904,331

904,331

Amortisation

At 1 January 2023

633,028

633,028

Amortisation charge

90,000

90,000

At 31 December 2023

723,028

723,028

Carrying amount

At 31 December 2023

181,303

181,303

At 31 December 2022

271,303

271,303

12

Tangible assets

Group

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2023

4,704,781

4,704,781

Additions

588,492

588,492

Disposals

(2,299,811)

(2,299,811)

Foreign exchange movements

(90,306)

(90,306)

At 31 December 2023

2,903,156

2,903,156

Depreciation

At 1 January 2023

2,300,107

2,300,107

Charge for the period

959,189

959,189

Eliminated on disposal

(1,762,861)

(1,762,861)

Foreign exchange movements

(44,150)

(44,150)

At 31 December 2023

1,452,285

1,452,285

Carrying amount

At 31 December 2023

1,450,871

1,450,871

At 31 December 2022

2,404,674

2,404,674

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

13

Investments

Group

2023
£

2022
£

Investments in associates

19,664,974

10,267

Associates

£

Cost

At 1 January 2023

10,267

Additions

26,006,449

Share of loss in associates

(6,351,742)

At 31 December 2023

19,664,974

Carrying amount

At 31 December 2023

19,664,974

At 31 December 2022

10,267

Company

2023
£

2022
£

Investments in subsidiaries

1,405,066

1,405,066

Subsidiaries

£

Cost or valuation

At 1 January 2023 and 31 December 2023

1,405,066

Carrying amount

At 31 December 2023

1,405,066

At 31 December 2022

1,405,066

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

SUBSIDIARY UNDERTAKINGS

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

*Pathways Holding DK ApS

Farum Park 2, 3520 Farum Denmark

Ordinary

100%

100%

 

Denmark

     

F.C. Nordsjælland A/S

Farum Park 2, 3520 Farum Denmark

Ordinary

97.4%

97.4%

 

Denmark

     

*Right To Dream Services Limited

130 Shaftesbury Avenue
London
W1D 5EU

Ordinary

100%

100%

         

*RTD America Holding Company Inc.

251 Little Falls Drive, Wilmington, New Castle, DE, 19808

Ordinary

100%

100%

 

United States

     

RTD America GP Member LLC

251 Little Falls Drive, Wilmington, New Castle, DE, 19808

Ordinary

100%

100%

 

United States

     

Associates

SDFC GP LLC

251 Little Falls Drive, Wilmington, New Castle, DE, 19808

49.25%

0%

         

SDFC Holdings LLC

251 Little Falls Drive, Wilmington, New Castle, DE, 19808

49.25%

0%

         

SDFC Stadium LLC

251 Little Falls Drive, Wilmington, New Castle, DE, 19808

49.25%

0%

         

SDFC Team LLC

251 Little Falls Drive, Wilmington, New Castle, DE, 19808

49.25%

0%

         

SDFC Training LLC

251 Little Falls Drive, Wilmington, New Castle, DE, 19808

49.25%

0%

         

* = Direct holding
 

The principal activities of each subsidiary undertaking are as follows:

Pathways Holding DK ApS - Holding company
F.C. Nordsjælland A/S - Operation of a football club in Denmark
Right To Dream Services Limited - Football support services
RTD America Holding Company Inc - Holding company
RTD America GP Member LLC - US football support services
 

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

14

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Stocks

166,727

99,311

-

-

15

Debtors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

6,340,569

9,514,736

18,231

-

Amounts owed by group undertakings

 

-

-

32,907,313

6,898,953

Other debtors

 

2,733,074

1,042,505

1,335,441

258,805

Prepayments

 

487,509

275,587

-

-

Deferred tax assets

10

1,044,510

1,642,224

47,038

47,038

Corporation tax asset

 

-

-

2,955

2,955

 

10,605,662

12,475,052

34,310,978

7,207,751

16

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash at bank

37,857,784

3,240,114

27,911,039

-

17

Creditors

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Due within one year

Bank loans

1,604,396

1,635,795

-

-

Finance lease obligations

358,060

251,985

-

-

Trade creditors

14,485,196

8,734,691

357,893

111,350

Amounts due to group undertakings

-

-

11,112,266

5,748,144

Social security and other taxes

-

18,252

-

-

Other payables

2,960,327

262,373

414,851

-

Accruals

2,269,152

3,648,934

245,788

70,520

Corporation tax liability

1,498,402

-

-

-

Deferred income

320,607

222,342

-

-

23,496,140

14,774,372

12,130,798

5,930,014

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Due after one year

Bank loans

2,406,595

4,090,539

-

-

Other non-current financial liabilities

234,653

660,857

-

-

Finance lease obligations

-

113,081

-

-

2,641,248

4,864,477

-

-

Finance lease obligations are secured on the assets concerned.

The bank loan relates to a 34,375,000 secured Danish krone loan and interest is payable every 6 months at CIBOR + 1.25%. An amount of 13,750,000 Danish krone is due for repayment within one year.

18

Analysis of changes in net debt


Group
 

At 1 January 2023

Loan repayments

Cash Flows

At 31 December 2023

Cash and cash equivalents

Cash

3,240,114

-

34,617,670

37,857,784

Borrowings

Bank borrowings

(5,726,333)

1,715,342

-

(4,010,991)

Finance lease liabilities

(365,067)

-

7,007

(358,060)

(6,091,400)

1,715,342

7,007

(4,369,051)

19

Pension and other schemes

The group operates a defined contribution pension scheme. The pension cost charge for the year amounts to £310,373 (2022: £189,683).

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

20

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary 'A' shares of £0.10

191,007

19,100.70

35,297

3,529.70

Ordinary 'B' shares of £0.10

7,000

700.00

-

-

Ordinary 'C' shares of £0.10

2,000

200.00

-

-

Ordinary 'C1' shares of £0.10

-

-

1

0.10

Ordinary 'B1' shares of £0.10

-

-

7,792

779.20

Ordinary 'B2' shares of £0.10

-

-

2,750

275.00

Ordinary 'C2' shares of £0.10

-

-

1

0.10

Ordinary 'C3' shares of £0.10

-

-

1

0.10

 

200,007

20,001

45,842

4,584

During the year, 6,875 of the ordinary 'B1' shares of £0.10 each were re-designated to ordinary 'B' shares and 917 ordinary 'B1' shares of £0.10 each were re-designated to ordinary 'C' shares.

The 2,750 ordinary 'B2' shares of £0.10 each were re-designated to ordinary 'A' shares.

1 ordinary 'C1' share, 1 ordinary 'C2' share and 1 ordinary 'C3' share were re-designated to ordinary 'B' shares.

During the year 152,960 ordinary 'A' shares of £0.10 each were allotted and issued for a total consideration of £57,699,999. The excess over par value was credited to the share premium account.

Additionally, 122 ordinary 'B' shares of £0.10 each were issued for £0.10 per share and 1,083 ordinary 'C' shares of £0.10 each were issued for £0.10 per share.

Each class of share capital has separate rights in respect of participation in dividends, the return of capital and voting rights in accordance with the company's Articles of Association.

21

Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses.

Other reserves - This reserves records capital contributions from shareholders.

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

22

Commitments, guarantees and contingencies

Group

The total of future minimum lease payments under operating leases not recognised in the statement of financial position is as follows:

2023
£

2022
£

Within 12 months

153,205

240,908

The amount of non-cancellable operating lease payments recognised as an expense during the year was £487,349 (2022: £449,358).

23

Related party transactions

Summary of transactions with subsidiaries

In accordance with FRS102 paragraph 33.1A, exemption is taken not to disclose transactions in the year or amounts falling due between undertakings where 100% of the voting rights are controlled within the group.

Summary of transactions with other related parties

During the year the group provided management services to companies and entities under the significant influence of a director for an amount of £850,000 (2022: £300,000). Fees in respect of consultancy advisory services were paid to a director amounting to £24,000 (2022: £Nil).

At 31 December 2023 an amount of £1,123,759 (2022: £98,991) was due from these companies and entities, and an amount of £414,850 (2022: £Nil) was due to these companies and entities.

 

Compensation paid to key management personnel

Key management personnel comprises the directors of the company together with the directors of the subsidiary undertakings. Compensation paid to these persons is as follows:

2023
£

2022
£

Remuneration

700,084

422,324

Pension contributions

27,424

38,644

727,508

460,968

 

Right to Dream Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

24

Parent and ultimate parent undertaking

The immediate and ultimate parent undertaking is Man Sports (Cayman) Limited, incorporated in the Cayman Islands. The registered address of Man Sports (Cayman) Limited is PO Box 309, Ugland House, Grand Cayman, KY1 - 1104, Cayman Islands.

The person with ultimate control is Mr M. Mansour.

25

Non adjusting subsequent events

Subsequent to 31 December 2023, additional share capital was allotted and issued for a total consideration of £14.3m.