REGISTERED NUMBER: 10774494 (England and Wales)

DRAGONS STADIUM 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:

10774494 (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 RFC Limited (10772279) and Dragons Rugby Limited (10774997).

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 D J Wright - appointed 16th October 2023

Mr C Wilks - resigned 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

Tangible assets

4

5,362,673

5,562,769

CURRENT ASSETS

Stocks

16,870

24,025

Debtors

5

298,318

688,569

Cash at bank

37,394

-

352,582

712,594

CREDITORS

Amounts falling due within one year

6

3,559,703

4,079,726

NET CURRENT LIABILITIES

(3,207,121

)

(3,367,132

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,155,552

2,195,637

CREDITORS

Amounts falling due after more than one year

7

(6,100,000

)

(6,100,000

)

PROVISIONS FOR LIABILITIES

(43,153

)

(43,153

)

NET LIABILITIES

(3,987,601

)

(3,947,516

)

CAPITAL AND RESERVES

Called up share capital

9

1

1

Retained earnings

(3,987,602

)

(3,947,517

)

(3,987,601

)

(3,947,516

)

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 Stadium 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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. The company is continuing to host professional sports and other events and has sufficient funding to do so as planned for the foreseeable future.

The company recorded a net loss of £40,085 for the year ended 30 June 2024 (2023: loss of £660,701) and as at the balance sheet date, the company had excess net liabilities of £3,987,601 (2023: £3,947,516).

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 its primary investors to support the Company for at least 12 months from the date of signing these financial statements.

The financial position and forecasts of the collective Dragons RFC group, along with the underlying assumptions have been sensitised and reviewed by Directors. It was concluded, with consideration of the Letter of support and different scenarios, there are sufficient resources available to support the Company for at least 12 months from the date of signing these financial statements.

Accordingly, the Directors believe that the company has adequate resources to continue in operational existence for the foreseeable future and it therefore continues to adopt the going concern basis in preparing the financial statements.

Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Key accounting estimates and assumptions

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.

Turnover

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of Company's activities. Turnover is shown net sales/value added tax, returns, rebates and discounts.

The Company recognises revenue when the amount of revenue can be reliably measured, it is probable that the future economic benefits will flow to the entity; and specific criteria have been met for each of the Company's activities as described below:

-

Corporate Boxes & VIP Memberships - income is deferred and recognised over the season to which it relates. The income is released on a game-by-game basis.

-

Conferencing and Banqueting Events - Income is recognised once the event has occured

-

Match day Bar & Food - Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of goods), the amount of revenue can be measured reliably. It is probably that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

-

Stadium Rental - Income is deferred and recognised over the period to which it relates

-

Contra arrangements - Where arrangements are entered into to provide services in exchange for goods or services from the same party, the Company recognised the income and related expenditure, where a commercial value can be attached to the transaction.

Tangible fixed assets

Tangible Assets are stated at cost, net of depreciation and provision for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to it's working condition for its intended use. Depreciation is provided in equal annual instalments over their estimated useful lives. The rates of depreciation are as follows:

Land

- Not depreciated

Buildings, plant, machinery, fixtures & fittings

- 10-25% per annum

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

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.

Operating leases

Costs in respect of operating leases, being leases where the risks and rewards of holding an asset do not substantially transfer to the lessee, have been recognised as they accrue.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 16 (2023 - 16 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

property

machinery

fittings

Totals

£

£

£

£

COST

At 1st July 2023

4,156,096

-

1,996,388

6,152,484

Additions

-

5,000

3,000

8,000

Reclassification/transfer

(5,000

)

-

5,000

-

At 30th June 2024

4,151,096

5,000

2,004,388

6,160,484

DEPRECIATION

At 1st July 2023

-

-

589,715

589,715

Charge for year

-

-

208,096

208,096

At 30th June 2024

-

-

797,811

797,811

NET BOOK VALUE

At 30th June 2024

4,151,096

5,000

1,206,577

5,362,673

At 30th June 2023

4,156,096

-

1,406,673

5,562,769

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Trade debtors

256,614

593,663

Amounts owed by group undertakings

1

49,366

Other debtors

41,703

45,540

298,318

688,569

Trade debtors are stated after provisions of £Nil (2023: £9,432)

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Bank loans and overdrafts

-

1,057,305

Trade creditors

190,392

121,318

Amounts owed to group undertakings

2,943,031

2,679,278

Taxation and social security

178,884

42,174

Other creditors

247,396

179,651

3,559,703

4,079,726

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

The 2024 closing position for taxation and social security is higher due to the change of ownership and the requirement for the company to be registered for VAT, rather than previously being part of a group registration.

7.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

as restated

£

£

Other creditors

6,100,000

6,100,000

Included in other creditors above is share capital treated as debt of £6,100,000, a fixed cumulative dividend at an annual rate of 3% of the nominal value per share shall be paid each year subject to sufficient retained reserves.

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

as restated

£

£

Within one year

6,852

35,000

9.	CALLED UP SHARE CAPITAL

2024

2023

Shares classified as equity

£

£

Authorised: 1 ordinary share of £1 each

1

1

Allotted: 1 ordinary share of £1 each

1

1

Allotted and fully paid: 1 ordinary share of £1 each

1

1

2024

2023

Shares classified as debt

£

£

Authorised; 61 preference shares of £100,000 each

6,100,000

6,100,000

Allotted: 61 preference shares of £100,000 each

6,100,000

6,100,000

Allotted and unpaid: Nil preference shares of £100,000 each

-

-

Allotted and paid: 61 preference shares of £100,000 each

6,100,000

6,100,000

Total allotted

6,100,000

6,100,000

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

The Preference Shares are non-voting shares and do not entitle the holder to receive notice of, or attend, general meetings of the Company.

On return of capital on liquidation, the surplus assets of the Company remaining after the payment of its liabilities shall be applied, and on any other return of capital (whether as a result of a capital reduction or otherwise) the amount being returned shall be applied as follows:

a) Firstly, in paying to each member holding Preference Shares:

i. All unpaid arrears and accruals of the Preference Dividend and any further dividend on the

Preference Shares held by him calculated down to and including the date the return of capital is

made (such arrears and accruals being payable irrespective of whether the relevant dividend has

become due and payable); and

ii. An amount equal to the issue price of all the Preference Shares held by him; and

b) Thereafter, in distributing the balance of such assets amongst the holders of the Ordinary Shares and the

Preference Shares (pari passu as if they constituted one class of share) in proportion to the number of

Ordinary Shares and Preference Shares held by them respectively.

Following the change of ownership, the intention is to cancel the above preference shares, this will be reflected in the 2025 financial statements.

10.	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

11.	ULTIMATE CONTROLLING PARTY

The acquisition of Dragons Stadium Limited by Dragons RFC International Limited, completed on 16 October 2023, the ultimate parent company became Dragons RFC International Limited, and the immediate parent company remained Dragons RFC 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 is Dragons RFC Limited. The ultimate parent company and controlling party was The Welsh Rugby Union Limited, registered in England and Wales.