REGISTERED NUMBER: 10774997 (England and Wales)

DRAGONS RUGBY 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 J Wright

Mr D Buttress

REGISTERED OFFICE:

Rodney Parade

Rodney Road

Newport

NP19 0UU

REGISTERED NUMBER:

10774997 (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 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 D J Wright - appointed 16th October 2023

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

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

135

-

CURRENT ASSETS

Stocks

-

1,270

Debtors

5

3,150,312

3,556,768

Cash at bank

113,455

413,645

3,263,767

3,971,683

CREDITORS

Amounts falling due within one year

6

3,435,893

2,792,418

NET CURRENT (LIABILITIES)/ASSETS

(172,126

)

1,179,265

TOTAL ASSETS LESS CURRENT LIABILITIES

(171,991

)

1,179,265

CREDITORS

Amounts falling due after more than one year

7

4,112,500

4,338,000

NET LIABILITIES

(4,284,491

)

(3,158,735

)

CAPITAL AND RESERVES

Called up share capital

9

1

-

Retained earnings

(4,284,492

)

(3,158,735

)

(4,284,491

)

(3,158,735

)

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 Rugby 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

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 Rugby 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 £1,125,757 for the year ended 30 June 2024 (2023: loss of £1,453,022) and as at the balance sheet date, the company had excess net liabilities of £4,284,491 (2023: £3,158,735)

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.

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 the Company's activates. Turnover is shown net of 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 companies actives as described below.

-

Match day tickets - Income is deferred and recognised once the game has taken place.

-

Season Ticket Memberships - Income is deferred and recognised over the season to which it relates. The income is released on a game-by-game basis.

-

Sponsorship - Season long sponsorship is deferred and recognised over the season to which it relates. The income is released on a game-by-game basis. Match day sponsorship is deferred and recognised once the game has taken place.

-

WRU Central Income - Income is recognised upon receipt, unless contingent upon specific criteria or a future event

-

Contra arrangements - Where arrangements are entered into to provide services in exchange for goods or services from the same party, the Company recognises 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. Costs include the original purchase price of the asset and the costs attributable to bringing the asset to its 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:

Building, plant & machinery, computer equipment

- 10-25% per annum

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.

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 112 (2023 - 106 ) .

4.	TANGIBLE FIXED ASSETS

Computer

equipment

£

COST

Additions

135

At 30th June 2024

135

NET BOOK VALUE

At 30th June 2024

135

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Trade debtors

194,798

252,608

Amounts owed by group undertakings

2,739,008

2,903,683

Other debtors

216,506

400,477

3,150,312

3,556,768

Trade debtors are stated after provisions for impairment of £172,500 (2023: £5,484). Whilst this is the appropriate treatment, the business is making efforts to recover these amounts in full.

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

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as restated

£

£

Trade creditors

416,648

378,678

Taxation and social security

1,115,430

273,983

Other creditors

1,903,815

2,139,757

3,435,893

2,792,418

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

4,112,500

4,338,000

Amounts falling due in more than five years:

Repayable by instalments

Other loans more 5yrs instal

2,812,500

3,038,000

Included in other creditors above is share capital treated as debt of £400,000, 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.

Included in other creditors is a loan of £3,938,000 which is unsecured and is being repaid by instalments over 19 years, with final instalments repayment in December 2041.

The rate of interest on the loan from 1 July 2023 is 3.25% plus the base rate to 30 June 2029 and 3% over base rate after this.

8.	LEASING AGREEMENTS

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

2024

2023

as restated

£

£

Within one year

42,440

-

Between one and five years

33,849

-

76,289

-

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; 4 preference shares of £100,000 each

400,000

400,000

Allotted: 4 preference shares of £100,000 each

400,000

400,000

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

-

-

Allotted and paid: 4 preference shares of £100,000 each

400,000

400,000

Total allotted

400,000

400,000

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.	RELATED PARTY DISCLOSURES

During the year, the company received income of £993,429 (2023: £Nil) from Dragons RFC International Limited. £38,777 (2023: £Nil) was outstanding at the year end and is included within other debtors.

12.	ULTIMATE CONTROLLING PARTY

The acquisition of Dragons Rugby 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. The largest and smallest United Kingdom group in which the results of the Company are consolidated is that headed by The Welsh Rugby Union Limited. Copies of these financial statements can be obtained from Principality Stadium, Westgate Street, Cardiff, CF10 1NS.

13.	GOING CONCERN

Dragons Rugby Limited continues to be supported by The Welsh Rugby Union through the Professional Rugby Agreement which has funding contracted until June 2028. As summarised within the Going concern section of accounting policies in Note 2 of these accounts. there is no material going concern issues for the next 12 months.

However, there is currently an ongoing consultation at The Welsh Rugby Union which could impact the funding of the Company and the going concern position beyond 30th June 2028. The announcement of the result of the consultation is due in October 2025.