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REGISTERED NUMBER: 08822147















GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

HARLEQUIN FC HOLDINGS LIMITED

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 7

Report of the Independent Auditors 10

Consolidated Statement of Comprehensive Income 13

Consolidated Balance Sheet 14

Company Balance Sheet 15

Consolidated Statement of Changes in Equity 16

Company Statement of Changes in Equity 17

Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 19


HARLEQUIN FC HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024







DIRECTORS: S J Pope
D P Saville
C D O Jillings





REGISTERED OFFICE: Twickenham Stoop Stadium
Langhorn Drive
Twickenham
Middlesex
TW2 7SX





REGISTERED NUMBER: 08822147





AUDITORS: Lewis Brownlee (Chichester) Limited
Chartered Accountants
Statutory Auditors
Appledram Barns
Birdham Road
Chichester
West Sussex
PO20 7EQ

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their strategic report of the company and the group for the year ended 30 June 2024.

PRINCIPAL ACTIVITIES
The principal activity of the group is the operation of Harlequin Football Club (Harlequins) the professional rugby club. At the Twickenham Stoop stadium, our men's team participates in the Gallagher Premiership, the European Professional Club Rugby tournament (EPCR) and the Premiership Rugby Cup. While our women's team plays in the Allianz Premiership Women's Rugby competition.

Beyond our elite rugby teams, Harlequins also supports the Harlequins Foundation and leads numerous outreach initiatives in its local communities.

THE YEAR IN REVIEW

Rugby - Men's team
The 2023/24 club rugby season was a season in which English professional club rugby looked to consolidate and rebuild after losing three clubs due to insolvency. The start of our season was delayed due to the Rugby World Cup taking place in the Summer of 2023. With the 2023/24 Premiership season reduced to a ten-team league, Harlequins looked to work closely with key stakeholders including PRL, the RFU, CVC and the Government to ensure that the product delivered on the pitch was not diminished and in addition, showcased the Quins way.

The season was one of two halves, with the club's most successful run in its history in the European Rugby Champions Cup which included a dramatic 41-42 one point victory in the quarter-final stage away against a strong Bordeaux team. We ultimately lost to the eventual winners Toulouse in a hard fought and close semi-final. Harlequins European form did not translate to the premiership season with a disappointing finish as the successful European run impacted our ability to finish higher than 6th position in a very tight league. We failed to reach the knock-out stages of the Premiership Rugby Cup in its new format which included Championship clubs for the first time.

The year finished with the England Men's Rugby team touring Japan and New Zealand; the Harlequins representation was strong with six players touring with the national team. Four Harlequins Academy players were also selected for England in the World Rugby U20's Championships with the national side winning the competition against holders France in South Africa.

Rugby - Women's team
In its inaugural year under the new branding of Premiership Women's Rugby a new ten- team league was established to drive Women's Rugby for the next decade. Harlequins Women entered the new season looking to improve from a disappointing finish in the prior season. Results on the pitch did not match this ambition during a transition year for the women's team as they ultimately finished in 7th position. 11 Harlequins Women's players represented their nations at the inaugural WXV competition, with two players representing England in their clean sweep of WXV1 with Ellie Kildunne being named in World Rugby's Dream Team as well as the GB Rugby 7s squad for the 2024 Summer Olympics. Three Harlequins players were also named in the England Guiness Women's Six Nations squad for 2024.

Rugby - Coaching
The promotion of Danny Wilson from lineout and contact coach to Head Coach ahead of the 2023/24 season was seen as a strategic move to drive performance and deliver results on the field, ensuring the team remains competitive and dynamic in high-pressure matches. Jason Gilmore has also joined the coaching team ahead of the 2024/25 season as the new Defence Coach.

Ross Chisholm was promoted as Head Coach of the women's rugby team. Ross will look to draw on his vast experience gained in a 14-year playing career within the men's team.

Financial Update
In May 2024, Premier Rugby Limited (PRL) introduced a set of Financial Monitoring Regulations that apply to all Premiership Clubs. These regulations are designed to ensure the financial resilience of clubs and provide confidence to both current and future stakeholders of the Premiership. To participate in the Premiership, a club is bound by and must comply with these regulations.


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

As part of this compliance, directors are required to submit two reports to PRL within strict deadlines: one pre-season report and one in-season report as well as providing the Club's auditors with information regarding its P&L budget and cash flow forecast through to the end of the 2025/26 season.

After reviewing the pre-season report submitted in May 2024, PRL confirmed that the Club met the necessary criteria, granting permission to participate in the Premiership for the 2024/25 season.

Further details are available in the notes to the accounts, which address the going concern assumption. The auditors have concluded that the directors' decision to prepare the financial statements on a going concern basis is appropriate.

The establishment of the Financial Monitoring Panel (FMP) is just one of several governance improvements made during 2023/24. In addition, the new Professional Game Partnership (PCP) agreement with the RFU has been signed, ensuring guaranteed enhanced funding for Premiership Clubs for the first four years of an eight-year agreement. To oversee this partnership, a new Professional Rugby Board (PRB) has been formed.

The Club considers the following key metrics:

TURNOVER - At £29.7m, turnover for 2023/24 was up 10.5% from the previous year's £26.8m.

BUSINESS PROFITABILITY - A core strategic objective of the Club is to achieve financial sustainability. The Club reported a pre-tax loss of £6.5m which is showing an improvement from the loss of £6.7m in 2022/23.

SEASON TICKET - VOLUME & REVENUE - The number of season tickets sold in the season remained flat when compared with the 2022/23 season despite raising prices on average by 20% therefore driving up ticketing revenues.

Operational Update
The financial impact of Covid-19 on the Club will continue to be felt for some years to come. Increased debt, provided by the Government, taken on during the pandemic is an additional financial burden. The Club understands the importance of and remains committed to achieving financial sustainability.

Matchday attendances throughout the 2023/24 season were exceptional with every men's Gallagher Premiership home game selling out.

The Club's premier event Big Game re-established itself in its 15th iteration after being disrupted by the pandemic and rail strikes over the last two years. Over 77,000 fans attended the festive event at Twickenham Stadium confirming its position as the biggest event in the club rugby calendar.

Despite an increase in prices, there was record demand for this 2024/25 season tickets and the Club ran a waiting list for season tickets for the second year in a row. We continue to see strong matchday demand in the current season and the sale of Big Game 16 tickets is on track to achieve another sell out event.

The Club continues to look for new partnerships and signed with Conrad Energy, a B2B energy company and Acronis, providers of cybersecurity and data protection solutions, in the year and has also subsequently announced an agreement with Singapore Airlines. Harlequins has looked to build on its partnership with the Japanese professional club Mie Honda Heat with our senior coaches providing coaching expertise and knowledge in Japan and our backroom team providing guidance on marketing, PR and delivery on matchdays.

The Club acknowledges and values the support it receives from its sponsors, partners, shareholders, fans and supporters who are all key to our financial future and in our journey to financial sustainability.

Digital Evolution
Digital engagement, through platforms like Instagram, Facebook, Tik Tok and Twitter/X, has become a crucial metric for measuring fan interaction and content reach. The number of clicks on posts, along with social media engagement, which includes likes, comments, shares, and saves, reflects the level of fan interest and participation in the sport.


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Following a consistent period of investment over the years in the 2023/24 season, the Club has experienced impressive and consistent digital growth across various platforms, solidifying its position as a leader in both men's and women's rugby in the UK. Both the men's and women's teams are now the most followed teams in the Premiership, with the men's team advancing from 14th to 9th in global rankings.

Quins in the Community
We are committed to developing the game and to expanding the reach of Harlequins through our community activities. We work closely with 77 community rugby clubs and schools throughout our heartland with the aims of growing the game, increasing our supporter base and providing a way into rugby for future generations.

Battersea Ironsides were our inaugural Community Club of the year in recognition of their incredible dedication to growing rugby participation in the local Community. The Harlequins Cup returned to the Stoop for the second season, offering male and female players from three age groups the chance to play at the Stoop.

Environmental, Social & Corporate Governance
The Club continues to make every effort to minimise waste and to recycle as much as possible. We aim to minimise the use of energy resources, review and improve operational processes to reduce environmental impact and implement measures to reduce the Club's carbon footprint. The Club enters its third year in a partnership with Lyfecyle to offer a sustainable solution to plastic pollution caused by visitors to the Stoop.

We have also signed up to the Sport England Code for Sports Governance which is being managed by PWC. With PWC's guidance, Harlequins is developing a roadmap which will assist us in best practice across five principles - Structure, Communications, People, Standards & Conduct and Policies & Procedures.

The Club has policies in place to ensure that all employees are treated fairly and specifically to prohibit discrimination on the grounds of age, disability, religion, sex, nationality and ethnic origin and to ensure health and wellbeing.

The Club ran its second Access Day, with the aim of the day being to provide a steppingstone for disabled supporters to attend live sporting events; - highlights including a Disabled Supporter Forum to hear directly from the Club's supporters who face everyday challenges and take guidance on how the Club can enhance the matchday experience for disabled fans. The Club announced it has become a member of the Hidden Disabilities Sunflower network for the 2024/25 Season.

Building on our commitment to Pride, Harlequins ran its fifth Pride fixture with invaluable advice from partners Kings Cross Steelers RFC, the world's first gay-inclusive rugby union club. The Steelers play an integral role in the Club's annual LGBTQ+ Pride celebration matches, and LGBTQ+ Inclusion Conferences.

The Club is committed to creating a supportive environment where all employees are valued and respected. Throughout our operations we encourage collaboration, teamwork and creativity both on and off the field and provide a range of opportunities for learning and development.

The Club continues to support the mental and physical wellbeing of employees through several interventions including gym access, a dedicated service offering confidential counselling and support services and has partnered with Just Ask A Question (JAAQ) an online mental health support platform

The Harlequins Foundation
The Harlequins Foundation (the Foundation) continues to thrive, with the appointment of a new Head of Foundation and a new chair of Trustees. The Foundation has sought to expand its footprint and activities. Close alignment with the Club has been critical to the success of the Foundation.

The Foundation has continued to develop key strategic partnerships with organisations to help support scaling up our reach and continues to focus on mental health issues.

The Harlequins Foundation is dedicated to enhancing the wellbeing of individuals across the Harlequins heartlands, leveraging rugby as a platform for positive change. Through a variety of key initiatives such as Volunteers week, the Kind2Mind campaign, METTLE and the Rival Ride, the Foundation collaborates closely with the Club to deliver meaningful outreach and support to the Harlequins community.


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Founded in 2019, Harlequins' wheelchair rugby team 'The Jesters' continues to provide a rare opportunity for contact sport to disabled people. In September 2023, The Jesters participated in the Wheelchair Rugby 5's tournament where they placed third. This was the first competitive league that The Jesters have played in, and this result demonstrates the rapid development of the squad.

PRINCIPAL RISKS AND UNCERTAINTIES
(i) Elite team performance
The key risk facing Harlequins is the results and resultant consequences of the performance of the elite men's team. The Club has again reported record season ticket sales, with home league games essentially selling out throughout the entirety of last season.

The Club's board and senior management team continue to focus their efforts on developing a commercial business to underpin the strength of our rugby operations. We aim to develop a financially stable business which de-risks the uncertainty of our activities. However, success on the pitch remains the greatest driver of long-term sustainability.

(ii) Failure to comply with competition regulations
The financial and reputational risk of material non-compliance with rugby competition rules and regulations could lead to a loss of future revenue streams, and even relegation from the Gallagher Premiership, thereby threatening the Club's sustainability. Harlequins mitigates such risk through a series of robust internal controls to ensure that we comply with and meet our obligations to disclose required information for each relevant competition, and in particular, the Gallagher Premiership Salary Cap.

(iii) Failure to renew key commercial contracts and/or a reduction in central funding
Reduced commercial revenues, either negotiated by ourselves or Premiership Rugby centrally, could have a material impact on the Club's long-term viability. Harlequins continues to invest in talented people, building dedicated sales and marketing teams to develop a corporate pipeline and proactively manage existing contracts and relationships.

(iv) Funding
Harlequins remains reliant on the continuing support from its shareholders. The Club is acutely aware of the need to attain financial sustainability to mitigate the risk of requiring shareholder funding.

(v) Cyber security breaches causing financial and/or reputational harm
Harlequins takes the threat of cyber security and its responsibility as a data controller seriously. We deploy the latest cyber protection systems which are dynamically updated to counter known and potential threats.

(vi) Terrorism
Sport is no stranger to the threat from terrorism. Over the years, high-profile sporting and other live events have been targeted with varying degrees of impact and success. In recent years several incidents at high-profile sporting events have been prevented, but we are aware that we must remain vigilant to possible terrorism risks.


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

CONCLUSION
We are committed to achieving playing success within a financially sustainable business. The Club continues to manage its costs accordingly identifying revenue opportunities with the aim of delivering an improved financial position. We continue to invest both on and off the field with the objective of having the best professional club rugby programme in Europe.

Our men's and women's teams remain committed to the expansive playing style of rugby. We understand these are challenging times but believe that we have an exciting future in the 2024/25 season and beyond.

The board thanks our dedicated employees (both commercial and playing staff), our commercial partners, our fans, our shareholders and all supporters of Harlequins. Our future success is dependent upon contributions from all our stakeholders.

ON BEHALF OF THE BOARD:



S J Pope - Director


28 November 2024

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their report with the financial statements of the company and the group for the year ended 30 June 2024.

DIVIDENDS
There were no dividend distributions during the year or the previous year.

RESEARCH AND DEVELOPMENT
R&D has been planned and carried out in three broad R&D project streams. One is in the development of new and improved data collection and analysis methods, processes and tools. The other two project streams are both in the development of new scientific knowledge in the relationships between player physiology and performance, to in-turn develop training regimes proposed to improve player and team performance across speed, strength and health, as well as player availability on match day.

During the year the group recognised R&D Expenditure Credit (RDEC) claims totalling £209,387 (2023: £286,217) relating to R&D in previous years. Qualifying R&D expenditure relating to the year ended 30 June 2024 is under review.

FUTURE DEVELOPMENTS
In accordance with s414C(11) of the Companies Act 2006, the information relating to risk management and future developments is included in the Strategic Report.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 July 2023 to the date of this report.

S J Pope
D P Saville
C D O Jillings

FINANCIAL INSTRUMENTS
Liquidity risk
The group is responsible for the management of liquidity risk, which is the risk that the financial obligations cannot be met as they fall due. Working capital and finance charges on borrowings are managed through a combination of operating cash flows and funding from the continued support of the principal shareholder of Harlequin FC Holdings Limited, Blue Sky Holdings Limited. At the balance sheet date, the cash flow forecasts are reviewed by the board and the group is forecast to have sufficient funding facilities to meet the group's obligations as they fall due.

Interest rate risk
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans, due to changes in market interest rates.

Credit risk
Credit risk arises from the group's trade debtors, being the risk that the counterparty fails to discharge their obligation in respect of the instrument. All customers who wish to trade on credit terms, allowing for the payment of debt after the delivery of goods or services, are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary. Risk is mitigated through developing strong relationships with our customers.

DISABLED PERSONS
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


EMPLOYEE INVOLVEMENT
The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information of matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the group's performance.

DIRECTORS' INSURANCE
The group maintains insurance policies on behalf of all directors against liability arising from negligence, breach of duty and breach of trust in relation to the group.

MARKET VALUE OF LAND AND BUILDINGS
Harlequin Estates (Twickenham) Limited, subsidiary of Harlequin FC Holdings Limited, holds the freehold of the Twickenham Stoop Stadium. On 30 June 2017 the Twickenham Stoop Stadium was valued by external valuers, Vail Williams, on the basis of depreciated replacement cost, at a value of £39,000,000.

DIRECTORS' RESPONSIBILITIES STATEMENT
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


AUDITORS
The auditors, Lewis Brownlee (Chichester) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:



S J Pope - Director


28 November 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARLEQUIN FC HOLDINGS LIMITED


Opinion
We have audited the financial statements of Harlequin FC Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 of the parent company affairs as at 30 June 2024 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARLEQUIN FC HOLDINGS LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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.

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

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities
and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the group through discussions with directors and other
management, and from our commercial knowledge and experience of the sector;
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial
statements or the operations of the group, including legislation such as the Companies Act 2006, taxation legislation
and applicable sporting regulations;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of
management and inspecting legal correspondence, where applicable; and
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to
instances of non-compliance throughout the audit.

We assessed the susceptibility of the group financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of
actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HARLEQUIN FC HOLDINGS LIMITED


To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates set out in the
accounting policies were indicative of potential bias; and
- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;
- reading the minutes of meetings of those charged with governance;
- enquiring of management as to actual and potential litigation and claims; and
- reviewing correspondence with HMRC, relevant regulators and the group’s legal advisors, where applicable.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

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 a Report of the Auditors 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.




Sam Ede BFP FCA FCCA (Senior Statutory Auditor)
for and on behalf of Lewis Brownlee (Chichester) Limited
Chartered Accountants
Statutory Auditors
Appledram Barns
Birdham Road
Chichester
West Sussex
PO20 7EQ

29 November 2024

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

CONSOLIDATED
STATEMENT OF COMPREHENSIVE
INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
Notes £ £

TURNOVER 3 29,627,315 26,813,857

Cost of sales 16,552,335 14,165,089
GROSS PROFIT 13,074,980 12,648,768

Administrative expenses 17,562,076 17,352,764
(4,487,096 ) (4,703,996 )

Other operating income 4 209,387 289,695
OPERATING LOSS 6 (4,277,709 ) (4,414,301 )

Income from fixed asset investments 137,715 169,113
Gain/loss on revaluation of investments 172,703 (161,421 )
Interest payable and similar expenses 8 (2,572,596 ) (2,313,681 )
LOSS BEFORE TAXATION (6,539,887 ) (6,720,290 )

Tax on loss 9 65,620 (1,118,390 )
LOSS FOR THE FINANCIAL YEAR (6,605,507 ) (5,601,900 )

OTHER COMPREHENSIVE INCOME
Capital contribution 2,323,265 2,112,939
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

2,323,265

2,112,939
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR

(4,282,242

)

(3,488,961

)

Loss attributable to:
Owners of the parent (6,572,851 ) (5,537,016 )
Non-controlling interests (32,656 ) (64,884 )
(6,605,507 ) (5,601,900 )

Total comprehensive loss attributable to:
Owners of the parent (4,249,586 ) (3,424,077 )
Non-controlling interests (32,656 ) (64,884 )
(4,282,242 ) (3,488,961 )

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

CONSOLIDATED BALANCE SHEET
30 JUNE 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible assets 11 133,160 531,376
Tangible assets 12 33,089,193 34,012,353
Investments 13 19,617,361 19,485,908
Investment property 14 1,000,000 1,000,000
53,839,714 55,029,637

CURRENT ASSETS
Debtors: amounts falling due within one year 15 5,226,966 4,803,670
Cash at bank and in hand 2,479,520 1,681,011
7,706,486 6,484,681
CREDITORS
Amounts falling due within one year 16 19,108,205 17,917,881
NET CURRENT LIABILITIES (11,401,719 ) (11,433,200 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

42,437,995

43,596,437

CREDITORS
Amounts falling due after more than one year 17 (61,275,059 ) (58,172,847 )

PROVISIONS FOR LIABILITIES 20 (1,612,712 ) (1,591,124 )
NET LIABILITIES (20,449,776 ) (16,167,534 )

CAPITAL AND RESERVES
Called up share capital 21 5,710,100 5,710,100
Share premium 22 6,390,000 6,390,000
Revaluation reserve 22 7,001,698 7,001,698
Capital contribution reserve 22 2,323,265 2,112,939
Retained earnings 22 (41,743,496 ) (37,283,584 )
SHAREHOLDERS' FUNDS (20,318,433 ) (16,068,847 )

NON-CONTROLLING INTERESTS (131,343 ) (98,687 )
TOTAL EQUITY (20,449,776 ) (16,167,534 )

The financial statements were approved by the Board of Directors and authorised for issue on 28 November 2024 and were signed on its behalf by:





S J Pope - Director


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

COMPANY BALANCE SHEET
30 JUNE 2024

2024 2023
Notes £ £ £ £
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 27,838,003 27,838,002
Investment property 14 - -
27,838,003 27,838,002

CURRENT ASSETS
Debtors: amounts falling due after more than
one year

15

44,621,367

38,126,609

CREDITORS
Amounts falling due within one year 16 9,999 -
NET CURRENT ASSETS 44,611,368 38,126,609
TOTAL ASSETS LESS CURRENT
LIABILITIES

72,449,371

65,964,611

CREDITORS
Amounts falling due after more than one year 17 54,331,255 49,605,640
NET ASSETS 18,118,116 16,358,971

CAPITAL AND RESERVES
Called up share capital 21 5,710,100 5,710,100
Share premium 22 6,390,000 6,390,000
Capital contribution reserve 22 2,323,265 2,112,939
Retained earnings 22 3,694,751 2,145,932
SHAREHOLDERS' FUNDS 18,118,116 16,358,971

Company's loss for the financial year (564,120 ) (572,989 )

The financial statements were approved by the Board of Directors and authorised for issue on 28 November 2024 and were signed on its behalf by:





S J Pope - Director


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024

Called up
share Retained Share Revaluation
capital earnings premium reserve
£ £ £ £
Balance at 1 July 2022 5,710,100 (32,487,403 ) 6,390,000 5,849,014

Changes in equity
Imputed interest - 1,893,519 - -
Total comprehensive loss - (6,689,700 ) - 1,152,684
Balance at 30 June 2023 5,710,100 (37,283,584 ) 6,390,000 7,001,698

Changes in equity
Imputed interest - 2,112,939 - -
Total comprehensive loss - (6,572,851 ) - -
Balance at 30 June 2024 5,710,100 (41,743,496 ) 6,390,000 7,001,698
Capital
contribution Non-controlling Total
reserve Total interests equity
£ £ £ £
Balance at 1 July 2022 1,893,519 (12,644,770 ) (33,803 ) (12,678,573 )

Changes in equity
Capital contribution 2,112,939 2,112,939 - 2,112,939
Imputed interest (1,893,519 ) - - -
Total comprehensive loss - (5,537,016 ) (64,884 ) (5,601,900 )
Balance at 30 June 2023 2,112,939 (16,068,847 ) (98,687 ) (16,167,534 )

Changes in equity
Capital contribution 2,323,265 2,323,265 - 2,323,265
Imputed interest (2,112,939 ) - - -
Total comprehensive loss - (6,572,851 ) (32,656 ) (6,605,507 )
Balance at 30 June 2024 2,323,265 (20,318,433 ) (131,343 ) (20,449,776 )

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024

Called up Capital
share Retained Share contribution Total
capital earnings premium reserve equity
£ £ £ £ £
Balance at 1 July 2022 5,710,100 825,402 6,390,000 1,893,519 14,819,021

Changes in equity
Capital contribution - - - 2,112,939 2,112,939
Imputed interest - 1,893,519 - (1,893,519 ) -
Total comprehensive loss - (572,989 ) - - (572,989 )
Balance at 30 June 2023 5,710,100 2,145,932 6,390,000 2,112,939 16,358,971

Changes in equity
Capital contribution - - - 2,323,265 2,323,265
Imputed interest - 2,112,939 - (2,112,939 ) -
Total comprehensive loss - (564,120 ) - - (564,120 )
Balance at 30 June 2024 5,710,100 3,694,751 6,390,000 2,323,265 18,118,116

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 27 5,068,976 5,427,203
Interest paid (2,474,133 ) (2,239,850 )
Interest element of finance lease payments
paid

(98,463

)

(73,831

)
Tax paid (19,229 ) -
Net cash from operating activities 2,477,151 3,113,522

Cash flows from investing activities
Purchase of intangible fixed assets (36,000 ) (70,938 )
Purchase of tangible fixed assets (1,035,318 ) (2,578,328 )
Dividends received 137,715 169,113
Net cash from investing activities (933,603 ) (2,480,153 )

Cash flows from financing activities
Bond repayments in year (351,000 ) (461,000 )
Payment of finance lease obligations (394,039 ) (395,638 )
Net cash from financing activities (745,039 ) (856,638 )

Increase/(decrease) in cash and cash equivalents 798,509 (223,269 )
Cash and cash equivalents at beginning
of year

28

1,681,011

1,904,280

Cash and cash equivalents at end of year 28 2,479,520 1,681,011

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024


1. STATUTORY INFORMATION

Harlequin FC Holdings Limited ("the company") is a company limited by shares domiciled and incorporated in England and Wales. The registered office is Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX.

The group consists of Harlequin FC Holdings Limited and all of its subsidiaries.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared on the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Going concern
At the year end, the group reported net current liabilities of £11,401,719 (2023: 11,433,200) and overall net liabilities of £20,449,776 (2022: 16,167,534) which includes a loan of £49,304,838 (2023: £44,841,264) from Blue Sky Holdings Limited, the principal shareholder of the group.

The group relies on support from the group’s principal shareholder, which has confirmed that the loans owed to it are not due for repayment until at least 30 June 2026.

Blue Sky Holdings Limited has confirmed it intends to continue to provide financial support to enable the group to meet its obligations are they fall due, at least until 30 June 2026. The directors are confident that Blue Sky Holdings Limited has sufficient resources to provide a sufficient level of support, and based on this, the provision of a letter of support, as well as previous support provided, they consider it appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustment that would result if the going concern assumption was found to be inappropriate.

In approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue operating for the foreseeable future. In forming their expectation, the directors have considered the additional future funding requirements as outlined in the budgets and cash flow forecasts up to 30 June 2026. These forecasts are based on prudent estimates and assessments of uncertainties, alongside the availability of financial support from the group's principal shareholder. These budgets and forecasts have been extended this year through to the 2025/26 season in line with the requirements of the regulations set out by PRL's Financial Monitoring Panel. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Basis of consolidation
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measure reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investment in subsidiaries, joint ventures and associated are recognised at cost less impairment.

The consolidated financial statements incorporate those of Harlequin FC Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of the subsidiaries to bring the accounting policies used into line with those used by the other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Harlequin Estates (Twickenham) Limited and Harlequin Football Club Limited have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of Harlequin Estates (Twickenham) Limited and Harlequin Football Club Limited since their acquisition on 30 September 2014. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

The group profit and loss account and statement of cash flows also include the results and cash flows of Harlequin Finance plc, Harlequin Rugby (USA) Inc, Harlequin Campus Limited and Harlequin Womens Football Club Limited since their incorporation on 23 November 2015, 31 January 2017, 27 September 2017 and 17 April 2023 respectively. Harlequins Womens Football Club Limited started trading on 1 July 2023.

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

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Critical judgements and estimation uncertainty
The following judgements and estimates have had the most significant effect on the amounts recognised in the financial statements:

Investment in Premier Rugby Limited (PRL)
The group holds its investment in PRL. The investment comprises shares and invested units.

The shares are held at nil value, as PRL is designed to be a non-profit making enterprise after the entity's income is divided between the clubs on the basis of their unit holding. The invested units provide the group with current and future expected cashflows.

During prior years, the directors conducted their own review of the past and predicted future cash inflow to create various methodologies and scenarios in calculating the fair value of the investment, which had been recognised at the fair value originally provided by PRL. These scenarios were discounted at a weighted average cost of capital consistent with the directors' view of the relevant yield required from an investment such as this.

During the year ended 30 June 2024, PRL are not able to provide sufficient information to assist the directors with conducting their own review of the fair value. Therefore, in accordance with FRS 102, where a reliable measure of fair value is no longer available for an asset measured at fair value, its carrying amount at the last date the asset was reliably measurable becomes its new (deemed) cost and is then measured at cost less any impairment, until a reliable measure of fair value becomes available.

Following a detailed review, the directors consider that there are no indications of impairment. The directors maintain that the impact of the events of recent years will be short lived and as such will not impact the overall carrying amount on the group's investment.

Changes to the above information would significantly affect the carrying amount of the investment.

Commercial contracts
The directors use their judgement as to when to recognise income from sponsorship contracts and contracts with PRL.

The contracts contain a number of different elements, the interpretation and valuation of which could be used to produce different results on how to spread the resulting income.

The directors' principles are to spread that income evenly over the relevant contract length, reflecting the substance and purpose of the contract, unless it is reasonable and possible to accurately spread that income in another more accurate manner.

Valuation of stadium
The value of the stadium is made by the directors on the basis of a valuation from Vail Williams. The directors have assumed that all fixed assets physically connected to the stadium form part of that valuation.

Deemed interest rate on loan from parent company
The directors of Harlequin FC Holdings Limited have determined that a reasonable market rate of interest to be used when discounting the interest free loan from its parent, Blue Sky Holdings Limited, is 4.5% per annum.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents amounts receivable net of VAT. Turnover in respect of the group's catering contract is shown gross of expenses.

Turnover from the sale of goods is recognised when the group has transferred the significant risks and rewards of ownership to the buyer, the amount of turnover can be measured reliably, it is probable that the group will receive the consideration due under the transaction and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when the amount of turnover can be measured reliably and it is probable that the group will receive the consideration due under the contract.

Deferred income
Deferred income other than grants represents amounts receivable in relation to sponsorship, membership and executive boxes over a period of time. It is released to profit or loss in the season to which it relates.

Other operating income
Other operating income includes Research & Development Expenditure Credit (RDEC), recognised when a claim has been submitted to HMRC.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date if the fair value can be measured reliably.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives. Goodwill on consolidation has been fully amortised. Computer software is amortised over a period of three to five years.

Tangible fixed assets
Tangible fixed assets are stated at cost, or valuation, less depreciation. Depreciation is provided at the following annual rates in order to write off the cost, or valuation, less estimated residual value of each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property-at varying rates on cost
Short leasehold-straight line over 15 years
Plant and machinery-at varying rates on cost
Fixtures and fittings-at varying rates on cost
Computer equipment -at varying rates on cost

Assets under construction are not depreciated until they are brought into use.

Freehold land is not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in profit or loss account.

Costs of fixed assets include all expenses of development, including attributable interest. Interest capitalised is calculated by reference to the rate of interest payable on borrowings drawn down to finance development.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

Other investments
Other investments are initially measured at cost and then subsequently measured at fair value, where the valuation method can be measured reliably, with changes in fair value recognised in profit or loss. Where a reliable measure of fair value is no longer available for an asset measured at fair value, its carrying amount at the last date the asset was reliably measurable becomes its new cost and is then measured at cost less any impairment, until a reliable measure of fair value becomes available.

Impairment of fixed assets
At each reporting date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

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

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

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Financial instruments
The group has elected to apply the provisions of section 11 'Basic Financial Instruments' and section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's statement of financial position when the group becomes a party to the contractual provisions of the instrument.

Financial instruments and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest rate method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of future receipts discounted at a market rate of interest.

Impairment of financial instruments
Financial assets, other than those held at fair value through the profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit or loss.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flow from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

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

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Capital instruments
Shares are included in shareholders' funds. Other instruments are classified as liabilities if they contain an obligation to transfer economic benefits and are not included in shareholders' funds. The finance cost recognised in the profit and loss account in respect of capital instruments other than the equity shares is allocated to periods over the term of the instrument at a constant rate on the carrying amount.

Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Debt
Finance costs are charged to the profit and loss account, except in the case of development finance where interest and relating costs are capitalised as part of the cost of the development.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

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

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Leasing commitments
Assets that are held by the group under leases which transfer to the group substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the group are classified as operating leases.

Assets held under finance leases are initially recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss.

Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Employee Benefits
The cost of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employees services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£ £
Rugby income 11,809,180 8,521,129
Central funding 5,437,290 7,598,733
Commercial income 12,380,845 10,693,995
29,627,315 26,813,857

4. OTHER OPERATING INCOME
2024 2023
£ £
Government grants - 3,478
Research & Development Expenditure Credit
(RDEC)

209,387

286,217
209,387 289,695

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


5. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 13,351,439 12,773,600
Social security costs 1,397,389 1,636,172
Other pension costs 393,859 333,941
15,142,687 14,743,713

The average number of employees during the year was as follows:
2024 2023

Players and coaching 142 129
Management and administration 81 125
223 254

The average number of employees by undertakings that were proportionately consolidated during the year was 223 (2023 - 254 ) .

2024 2023
£ £
Directors' remuneration - -

The group's key management personnel are considered to be the directors and the non-statutory board members of all group companies. During the year, the total of key management personnel compensation was £427,073 (2023: £385,864) for the group.

No directors of the Harlequin FC Holdings Limited received any remuneration from the group.

Prior year adjustment
The financial statements have been restated, for the year ended 30 June 2023, to ensure consistency with the current year's allocations.

The restatement is a reallocation of catering support costs, previously included with administrative wages and salaries costs, to other direct costs within cost of sales.

The restatement reduces the gross profit by £433,084, with a corresponding reduction in administrative costs, but has no effect on the net loss for the year.

6. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2024 2023
£ £
Other operating leases 180,518 269,464
Depreciation - owned assets 1,845,219 1,619,657
Depreciation - assets on finance leases 113,259 113,259
Loss on disposal of fixed assets - 5,803
Goodwill amortisation 395,737 395,734
Computer software amortisation 38,479 30,520
Foreign exchange differences 13,842 (4 )

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


7. AUDITORS' REMUNERATION

2024 2023
£ £

Fee payable to the group's auditors and their associates for the audit of the
group's financial statements

62,098

48,700
Auditors' remuneration for non audit work 13,830 10,240


8. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Other interest payable 220,503 189,927
Bond interest payable 140,691 156,404
Imputed interest charge 2,112,939 1,893,519
Finance lease interest 98,463 73,831
2,572,596 2,313,681

9. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the loss for the year was as follows:
2024 2023
£ £
Current tax:
UK corporation tax 44,032 54,381

Deferred tax 21,588 (1,172,771 )
Tax on loss 65,620 (1,118,390 )

UK corporation tax has been charged at 25 % (2023 - 25 %).

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Loss before tax (6,539,887 ) (6,720,290 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 25 %)

(1,634,972

)

(1,680,073

)

Effects of:
Expenses not deductible for tax purposes 686,173 614,333
Income not taxable for tax purposes (34,428 ) (82,749 )
Adjustments to tax charge in respect of previous periods (8,315 ) 54,381
Change in unrecognised deferred tax assets 1,024,456 (48,611 )
Losses surrendered to group undertakings 32,706 24,329
Total tax charge/(credit) 65,620 (1,118,390 )

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


9. TAXATION - continued

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£ £ £
Capital contribution 2,323,265 - 2,323,265

2023
Gross Tax Net
£ £ £
Capital contribution 2,112,939 - 2,112,939

A deferred tax asset in respect of losses carried forward has not been recognised because, at present, it is not certain that there will be future taxable profits from which reversal of underlying losses can be deducted.

Further information on the deferred tax liability provided for in the financial statements can be found in the provisions for liabilities note.

10. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


11. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£ £ £
COST
At 1 July 2023 3,957,341 542,809 4,500,150
Additions - 36,000 36,000
Disposals - (375,036 ) (375,036 )
At 30 June 2024 3,957,341 203,773 4,161,114
AMORTISATION
At 1 July 2023 3,561,604 407,170 3,968,774
Amortisation for year 395,737 38,479 434,216
Eliminated on disposal - (375,036 ) (375,036 )
At 30 June 2024 3,957,341 70,613 4,027,954
NET BOOK VALUE
At 30 June 2024 - 133,160 133,160
At 30 June 2023 395,737 135,639 531,376

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


11. INTANGIBLE FIXED ASSETS - continued

Group

On 30 September 2014 Harlequin FC Holdings Limited purchased 97% of the share capital in Harlequin Football Club Limited for consideration of £7,100,000, and 100% of the share capital in Harlequin Estates (Twickenham) Limited for consideration of £15,688,000, resulting in goodwill of £3,957,341 being generated.

On 19 March 2020 Harlequin FC Holdings Limited purchased a further 341,297 ordinary shares in Harlequin Football Club Limited for consideration of £5,000,001.

Harlequin FC Holdings Limited held a shareholding in Harlequin Football Club Limited of 98% at the year end date.

12. TANGIBLE FIXED ASSETS

Group
Freehold Short Plant and
property leasehold machinery
£ £ £
COST OR VALUATION
At 1 July 2023 40,168,979 1,214,212 1,694,535
Additions 53,269 - 87,190
Disposals - - (106,076 )
At 30 June 2024 40,222,248 1,214,212 1,675,649
DEPRECIATION
At 1 July 2023 9,476,848 745,357 1,409,334
Charge for year 1,231,472 80,892 82,219
Eliminated on disposal - - (106,076 )
At 30 June 2024 10,708,320 826,249 1,385,477
NET BOOK VALUE
At 30 June 2024 29,513,928 387,963 290,172
At 30 June 2023 30,692,131 468,855 285,201

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


12. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Computer
fittings equipment Totals
£ £ £
COST OR VALUATION
At 1 July 2023 4,059,554 1,305,639 48,442,919
Additions 675,826 219,033 1,035,318
Disposals (272,949 ) (380,300 ) (759,325 )
At 30 June 2024 4,462,431 1,144,372 48,718,912
DEPRECIATION
At 1 July 2023 1,907,756 891,271 14,430,566
Charge for year 375,629 188,266 1,958,478
Eliminated on disposal (272,949 ) (380,300 ) (759,325 )
At 30 June 2024 2,010,436 699,237 15,629,719
NET BOOK VALUE
At 30 June 2024 2,451,995 445,135 33,089,193
At 30 June 2023 2,151,798 414,368 34,012,353

On 30 June 2017 the land and buildings were valued by external agents, Vail Williams, on the basis of depreciated replacement cost in accordance with the appraisal and valuation manual of the Royal Institute of Chartered Surveyors, at £39,000,000. This valuation encompasses the land and buildings, investment property and certain fixtures and fittings and plant and machinery. The agents consider that the property falls under the definition of "specialised" and accordingly consider that depreciated replacement cost is an appropriate method of valuation.

The cost of land and buildings includes £343,611 (2023: £343,611) of finance costs capitalised during the development of the West Stand.

The value of land and buildings includes land with a value of £10,500,000 (2023: £10,500,000) that is not depreciated.

The original cost of the revalued assets amounts to £21,819,637 (2023: £21,766,368).


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


12. TANGIBLE FIXED ASSETS - continued

Group

Fixed assets, included in the above, which are held under finance leases are as follows:
Fixtures
Freehold and Computer
property fittings equipment Totals
£ £ £ £
COST OR VALUATION
At 1 July 2023
and 30 June 2024 1,440,000 137,974 193,030 1,771,004
DEPRECIATION
At 1 July 2023 130,910 9,198 41,823 181,931
Charge for year 65,454 9,199 38,606 113,259
At 30 June 2024 196,364 18,397 80,429 295,190
NET BOOK VALUE
At 30 June 2024 1,243,636 119,577 112,601 1,475,814
At 30 June 2023 1,309,090 128,776 151,207 1,589,073

13. FIXED ASSET INVESTMENTS

Group
Unlisted
investments
£
COST OR VALUATION
At 1 July 2023 19,485,908
Revaluations 172,703
Impairments (41,250 )
At 30 June 2024 19,617,361
NET BOOK VALUE
At 30 June 2024 19,617,361
At 30 June 2023 19,485,908

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


13. FIXED ASSET INVESTMENTS - continued

Group

Cost or valuation at 30 June 2024 is represented by:

Unlisted
investments
£
Valuation in 2017 8,460,016
Valuation in 2018 3,406,598
Valuation in 2019 2,671,927
Valuation in 2020 (192,124 )
Valuation in 2021 5,708,719
Valuation in 2022 (355,307 )
Valuation in 2023 (213,921 )
Valuation in 2024 131,453
19,617,361
Company
Shares in
group
undertakings
£
COST
At 1 July 2023 27,838,002
Additions 1
At 30 June 2024 27,838,003
NET BOOK VALUE
At 30 June 2024 27,838,003
At 30 June 2023 27,838,002

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Harlequin Football Club Limited
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX
Nature of business: Rugby Club
%
Class of shares: holding
Ordinary 98.22

Harlequin Estates (Twickenham) Limited
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX
Nature of business: Property Management
%
Class of shares: holding
Ordinary 100.00

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


13. FIXED ASSET INVESTMENTS - continued

Harlequin Finance Plc
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX
Nature of business: Raising Finance
%
Class of shares: holding
Ordinary 100.00

Harlequin Rugby (USA) Inc
Registered office: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Harlequin Campus Limited
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX
Nature of business: Property Management
%
Class of shares: holding
Ordinary 100.00

Harlequin Womens Football Club Limited
Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX
Nature of business: Rugby Club
%
Class of shares: holding
Ordinary 100.00

On 17 April 2023 the company acquired 100% of the shares in Harlequin Womens Football Club Limited at a cost of £1.


Included within fixed asset investments is £82,500 (2023: £123,751) of RFU debentures. In previous years, Harlequin Football Club Limited entered into agreements with the Rugby Football Union whereby it purchased 100 individual 75 year Rose Debentures for £475,000 with no premium, 50 individual 75 year Rose Debentures for £262,500 with no premium, 10 individual 75 year Rose Debentures for £75,000 with no premium and 50 individual 75 year Rose Debentures for £412,500 with no premium. The debentures are interest fee and repayable in 75 years. The Rugby Football Union has agreed that rights attaching to these debentures shall be exercised by the group only in conjunction with the provision of hospitality packages to members of the Club.

Also included within fixed assets investments, at deemed cost, is £17,551,779 (2023: £17,551,779) of PRL invested units.

The group has also co-invested in an additional minor shareholding in Premier Rugby. The cost of the investment totalled £2,133,166 (2023: £2,133,166) which includes £133,006 (2023: £133,006) of professional and legal fees in connection with the investment. This investment is also included within fixed asset investments at its fair value of £1,983,081 (2023: £1,810,377).

In the opinion of the directors, the aggregate value of the company's investment in subsidiary undertakings is not less than the amount included in the balance sheet.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


14. INVESTMENT PROPERTY

Group
Total
£
FAIR VALUE
At 1 July 2023
and 30 June 2024 1,000,000
NET BOOK VALUE
At 30 June 2024 1,000,000
At 30 June 2023 1,000,000

15. DEBTORS

Group Company
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one year:
Trade debtors 1,155,669 1,228,742 - -
Other debtors 2,823,566 2,703,600 - -
Tax 165,355 231,836 - -
Prepayments and accrued income 1,082,376 639,492 - -
5,226,966 4,803,670 - -

Amounts falling due after more than one year:
Amounts owed by group undertakings - - 44,621,367 38,126,609

Aggregate amounts 5,226,966 4,803,670 44,621,367 38,126,609

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Other loans (see note 18) 3,207,300 2,500,000 - -
Finance leases (see note 19) 425,251 423,668 - -
Trade creditors 1,752,678 995,418 - -
Social security and other taxes 565,041 755,201 - -
VAT 1,522,909 1,628,460 - -
Other creditors 110,852 559,731 - -
Accruals and deferred income 11,524,174 11,055,403 9,999 -
19,108,205 17,917,881 9,999 -

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Included in creditors is an amount of £105,639 (2023: £206,755) of unpaid pension commitments.

Included in other loans is £2,149,000 (2023: £2,500,000) repayable to bond holders relating to a bonds issued in the 2016 year. The bonds yield a fixed return of 5.5% (gross) per annum, payable semi-annually, for an initial fixed term of five years.

The bonds issued in 2016 were for an initial five year term. Some of these have been rolled over on an annual basis where they can be redeemed annually on the original redemption date on the condition of the subsidiary company receiving 6 months notice from the bondholder.

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Other loans (see note 18) 9,524,700 10,583,000 - -
Finance leases (see note 19) 463,106 858,728 - -
Amounts owed to group undertakings 49,304,838 44,841,264 54,331,255 49,605,640
Other creditors 1,982,415 1,803,890 - -
Accruals and deferred income - 85,965 - -
61,275,059 58,172,847 54,331,255 49,605,640

Group
Other loans, both falling due within, and after one year, include COVID 19 funding received from the Department for Digital, Culture, Media and Sport (DCMS). This loan is repayable over ten years with no capital repayments in the first two years. Interest is charged on the loan at 2%. The loan is secured by a fixed and floating charge over all assets of Harlequin Football Club Limited.

Company
At the year end the balance due from the company to the parent company, Blue Sky Holdings Limited, was £49,304,838 (2023: £44,841,264). The loan is repayable with 366 days notice on a rolling basis, with interest at 0.0%. The balance is after reflecting a capital contribution of £2,323,265 (2023: £2,112,939).

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


18. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£ £
Amounts falling due within one year or on demand:
Other loans 3,207,300 2,500,000
Amounts falling due between one and two years:
Other loans - 1-2 years 1,058,300 1,058,300
Amounts falling due between two and five years:
Other loans - 2-5 years 3,174,900 3,174,900
Amounts falling due in more than five years:
Repayable by instalments
Other loans more than 5 years 5,291,500 6,349,800

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Finance leases
2024 2023
£ £
Net obligations repayable:
Within one year 425,251 423,668
Between one and five years 463,106 858,728
888,357 1,282,396

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 219,146 205,000
Between one and five years 410,000 615,000
629,146 820,000

Operating and finance lease payments represent rentals payable by the group for certain items of land and buildings and plant and machinery. No restrictions are placed on the use of the assets. No arrangements have been entered into for contingent rental payments. Finance leases are secured on the related assets.

The company has £Nil (2023: £Nil) lease commitments.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


20. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Deferred tax 1,612,712 1,591,124

Group
Deferred tax
£
Balance at 1 July 2023 1,591,124
Charge to Statement of Comprehensive Income during year 21,588
Balance at 30 June 2024 1,612,712

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end at that are expected to apply to the reversal of the timing difference. The tax rate used for this purpose is 25% (2023: 25%).

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

No deferred tax asset has been recognised on tax losses carried forward because, at present, it is not certain there will be future taxable profit from which reversal of underlying losses can be deducted. However tax losses carried forward have been used to reduce the deferred tax liability on the chargeable gain on investments detailed below. This has been restricted to the amount of losses expected to be available for use subject to the amount of group deduction allowance available to the group.

A deferred tax liability has been provided for against the chargeable gain that would be expected if the group was to sell its holding in the PRL invested units and its stake in the co-investment in Premier Rugby. This has been provided for at the rate of tax stipulated above.

No deferred tax liability has been recognised for the chargeable gain that would arise if the group were to sell all freehold land and buildings and investment properties at carrying value. It is expected that the tax losses carried forward by the group would be sufficient to cover the chargeable gain and that no tax would be payable.

The company has £Nil (2023: £Nil) provisions for liabilities.

21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
7,101,000 Ordinary 10p 710,100 710,100
5,000,000 Preference £1 5,000,000 5,000,000
5,710,100 5,710,100

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


21. CALLED UP SHARE CAPITAL - continued

Ordinary shares carry full voting, dividend and capital rights.

Preference shares are non-voting and only have priority on the return of capital on liquidation.

22. RESERVES

Group
Capital
Retained Share Revaluation contribution
earnings premium reserve reserve Totals
£ £ £ £ £

At 1 July 2023 (37,283,584 ) 6,390,000 7,001,698 2,112,939 (21,778,947 )
Deficit for the year (6,572,851 ) - - - (6,572,851 )
Capital contribution - - - 2,323,265 2,323,265
Imputed interest 2,112,939 - - (2,112,939 ) -
At 30 June 2024 (41,743,496 ) 6,390,000 7,001,698 2,323,265 (26,028,533 )

Company
Capital
Retained Share contribution
earnings premium reserve Totals
£ £ £ £

At 1 July 2023 2,145,932 6,390,000 2,112,939 10,648,871
Deficit for the year (564,120 ) - - (564,120 )
Capital contribution - - 2,323,265 2,323,265
Imputed interest 2,112,939 - (2,112,939 ) -
At 30 June 2024 3,694,751 6,390,000 2,323,265 12,408,016

Retained earnings include non-distributable positive reserves of £17,551,779 (2023: £17,551,779) for the group.

23. CAPITAL COMMITMENTS
2024 2023
£ £
Contracted but not provided for in the
financial statements 43,541 592,750

24. RELATED PARTY DISCLOSURES

The company and group has taken advantage of the exemption available in section 33 of FRS 102 whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group on the grounds that the transactions have been removed on consolidation.

Transactions with the parent company, Blue Sky Holdings Limited, are as detailed in the creditors note.

25. POST BALANCE SHEET EVENTS

After the balance sheet date, at the time of approval of the financial statements, notifications had been received from bondholders of their intention to redeem their bonds amounts to £5,000 (2023: £189,000).

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


26. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is the board of directors of Somers Isles Private Trust Company Ltd.

The ultimate parent company of Harlequin FC Holdings Limited is Prime Life Common Fund Limited, a company domiciled in Bermuda.

27. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£ £
Loss before taxation (6,539,887 ) (6,720,290 )
Depreciation charges 2,392,694 2,159,170
Loss on disposal of fixed assets - 5,803
(Gain)/loss on revaluation of fixed assets (172,703 ) 161,421
Impairment of fixed asset investments 41,250 52,500
R&D expenditure credit (165,355 ) (286,217 )
Finance costs 2,572,596 2,313,681
Finance income (137,715 ) (169,113 )
(2,009,120 ) (2,483,045 )
(Increase)/decrease in trade and other debtors (282,742 ) 2,175,043
Increase in trade and other creditors 7,360,838 5,735,205
Cash generated from operations 5,068,976 5,427,203

28. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 June 2024
30/6/24 1/7/23
£ £
Cash and cash equivalents 2,479,520 1,681,011
Year ended 30 June 2023
30/6/23 1/7/22
£ £
Cash and cash equivalents 1,681,011 1,904,340
Bank overdrafts - (60 )
1,681,011 1,904,280


HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


29. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1/7/23 Cash flow changes At 30/6/24
£ £ £ £
Net cash
Cash at bank
and in hand 1,681,011 798,509 2,479,520
1,681,011 798,509 2,479,520
Debt
Finance leases (1,282,396 ) 394,039 - (888,357 )
Debts falling due
within 1 year (2,500,000 ) 351,000 (1,058,300 ) (3,207,300 )
Debts falling due
after 1 year (10,583,000 ) - 1,058,300 (9,524,700 )
(14,365,396 ) 745,039 - (13,620,357 )
Total (12,684,385 ) 1,543,548 - (11,140,837 )