Dragons RFC Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 10772279 (England and Wales)

DRAGONS RFC LIMITED

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30TH JUNE 2024

Page

Company Information

1

Report of the Directors

2

Balance Sheet

4

Notes to the Financial Statements

5

DIRECTORS:

Mr D Buttress

Mr D J Wright

REGISTERED OFFICE:

Rodney Parade

Rodney Road

Newport

NP19 0UU

REGISTERED NUMBER:

10772279 (England and Wales)

AUDITORS:

Carston ETL

Tudor House

16 Cathedral Road

Cardiff

CF11 9LJ

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

REVIEW OF BUSINESS

The financial year to 30 June 2024, represented a significant period of transition for the company.

On the 16th of October 2023, the company ownership changed from the Welsh Rugby Union to private ownership. On the same date the business changed its name. This brought fresh leadership and renewed strategic focus, along with a commitment to long-term development and performance.

Following the change in ownership, the business undertook a review of management both on and off the field.

This included the appointment of new personnel in key roles, and the streamlining of reporting lines, and establishment of a more agile and accountable leadership structure.

These changes improve efficiency, enhance governance, and support the company's wider strategic objectives.

The new ownership group of the Dragons have a wealth of business experience and are committed to ensuring a long-term successful provision of professional rugby in Gwent.

Post acquisition the business changes implemented have already yielded improvements in the 2025 financial statements, which the business intends to build on.

The group's position is best understood by reviewing these accounts alongside the financial statements of the related entities: Dragons Rugby Limited (10774997) and Dragons Stadium Limited (10774494).

DIRECTORS

Mr D Buttress has held office during the whole of the period from 1st July 2023 to the date of this report.

Other changes in directors holding office are as follows:

Mr G Bradbury - appointed 16th October 2023 - resigned 15th May 2024

Mr B R Parker - resigned 16th October 2023

Mr D J Reynolds - resigned 16th October 2023

Mr C Wilks - resigned 16th October 2023

Mr D J Wright - appointed 16th October 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

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 company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Carston ETL, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

Mr D J Wright - Director

23rd September 2025

FIXED ASSETS

Investments

4

1

CURRENT ASSETS

Debtors

5

1,038,999

CREDITORS

Amounts falling due within one year

6

955,034

955,000

NET CURRENT ASSETS

83,965

83,999

TOTAL ASSETS LESS CURRENT LIABILITIES

83,966

84,000

CREDITORS

Amounts falling due after more than one year

7

-

6,000,000

NET ASSETS/(LIABILITIES)

83,966

(5,916,000

)

CAPITAL AND RESERVES

Called up share capital

8

500,000

Capital redemption reserve

6,000,000

-

Retained earnings

(6,416,034

)

(6,416,000

)

83,966

(5,916,000

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Income and Retained Earnings has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23rd September 2025 and were signed on its behalf by:

Mr D J Wright - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis, under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of the Financial Reporting Standard 102, the Financial Reporting Standard applicable in the Uk and the Republic of Ireland and the Companies Act 2006.

Going Concern

The financial statements have been prepared on a going concern basis. Dragons RFC continues to play professional rugby union and has sufficient funding available to do so as planned for the foreseeable future. The Company is reliant on support of its investors, the WRU, goodwill of fans, commercial partners and directors. A new funding agreement has been agreed with the WRU, providing further certainty over funds and cash flow, and in addition the primary investors have entered into a binding agreement to financially support the Company as required.

The company recorded a net loss of £34 for the year ended 30 June 2024 (2023: loss of £6,485,000) and as at the balance sheet date, the company had excess net assets of £83,966 (2023: net liabilities £5,916,001).

The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements. The forecasts indicate the company will have sufficient funds to meet its liabilities as they fall due for a period of at least 12 months from the approval of the accounts.

The Directors have confirmed that they have received a Letter of support from it's primary investors to support the Company for at least 12 months

As with any company placing reliance on a letter of support, the Directors acknowledge that there can be no certainty that this support will continue, although at the date of approval of these financial statements they have no reason to believe that it will not do so.

Significant judgements and estimates

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.	FIXED ASSET INVESTMENTS

Other

investments

£

COST

At 1st July 2023

and 30th June 2024

1

NET BOOK VALUE

At 30th June 2024

1

At 30th June 2023

1

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

Dragons Rugby Limited

Registered office: Rodney Parade, Rodney Road, Newport, Wales, NP19 0UU

Nature of business: Regional Rugby Franchise

%

Class of shares:

holding

Ordinary

100.00

Dragons Stadium Limited

Registered office: Rodney Parade, Rodney Road, Newport, Wales, NP19 0UU

Nature of business: Stadium operations

%

Class of shares:

holding

Ordinary

100.00

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

Amounts owed by group undertakings

1,038,999

Amounts owed by the group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand. The balance relates to receivables from group companies.

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

Amounts owed to group undertakings

840,034

840,000

Other creditors

115,000

955,034

955,000

Amounts owed to group undertakings and interest payable to parent company are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

as restated

£

Other creditors

-

6,000,000

8.	CALLED UP SHARE CAPITAL

2024

2023

Shares classified as equity

£

Authorised: 500,000 ordinary share of £1 each

500,000

Allotted: 500,000 ordinary share of £1 each

500,000

Allotted and fully paid: 500,000 ordinary share of £1 each

500,000

2024

2023

Shares classified as debt

£

Authorised; 60 preference shares of £100,000 each

-

6,000,000

Allotted: 60 preference shares of £100,000 each

-

6,000,000

Allotted and paid: 60 preference shares of £100,000 each

-

6,000,000

Total allotted

-

6,000,000

The ordinary shares carry full voting rights and entitle the holder to receive notice of. and attend, general meetings of the Company.

On 16th October 2023, 60 preference shares of £100,000 each were cancelled and extinguished, resulting in a reduction in the allotted share capital and the introduction of a capital redemption reserve.

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Steven Davies (Senior Statutory Auditor)

for and on behalf of Carston ETL

10.	ULTIMATE CONTROLLING PARTY

The acquisition of Dragons RFC Limited by Dragons RFC International Limited, completed on 16 October 2023, the ultimate parent company became Dragons RFC International Limited. The registered office of Dragons RFC International Limited is Rodus Building, P.O. Box 3093, Road Town, Tortola, British Virgin Islands, VG1110.

In the view of the Directors, there is no ultimate controlling party of Dragons RFC International Limited. For the year ended 30 June 2023 and for the period to 16 October 2023, the immediate parent company was The Welsh Rugby Union Limited.