REGISTERED NUMBER: 03213073 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

HARLEQUIN FOOTBALL CLUB LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

8

Report of the Independent Auditors

10

Statement of Comprehensive Income

13

Balance Sheet

14

Statement of Changes in Equity

15

Cash Flow Statement

16

Notes to the Financial Statements

17

DIRECTORS:

D J Morgan

S J Pope

C D O Jillings

L E Dalrymple

REGISTERED OFFICE:

Twickenham Stoop Stadium

Langhorn Drive

Twickenham

Middlesex

TW2 7SX

REGISTERED NUMBER:

03213073 (England and Wales)

AUDITORS:

Lewis Brownlee (Chichester) Limited

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

The directors present their strategic report for the year ended 30 June 2025.

PRINCIPAL ACTIVITIES

The principal activity of the company is the operation of Harlequin Football Club (Harlequins, the Club) 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.

Our women's team, Harlequins Womens Football Club, plays in the Allianz Premiership Women's Rugby competition also at the Twickenham Stoop stadium.

Beyond our elite rugby teams, Harlequins also supports The Harlequins Foundation and leads a wide range of outreach initiatives in its local communities.

THE YEAR IN REVIEW

Rugby - Team

The 2024/25 club rugby season followed a year of consolidation in English professional club rugby, with ongoing efforts across the game to promote financial stability and sustainable competition. The Gallagher Premiership remained a ten-team league, and Harlequins continued to work collaboratively with Premiership Rugby Limited (PRL), the Rugby Football Union (RFU), CVC Capital Partners and Government stakeholder to enhance the quality and visibility of the competition. The Club remained committed to promoting distinctive and entertaining 'Quins Way' of rugby - characterised by attacking intent, flair and ambition on the field.

In the Gallagher Premiership, the competition remained extremely close across the league table. Harlequins delivered several notable performances throughout the season but ultimately finished in 7th position, narrowly missing out on the play off places. In the Premiership Rugby Cup, the team performed strongly, topping its pool and progressing to the quarter final stage, reflecting the Club's depth of talent and commitment to developing squad players through competitive match experience.

Harlequins achieved qualification for the EPCR Champions Cup knockout stages, reinforcing the Club's position among Europe's leading clubs. Despite strong performances throughout the pool stages, the team exited the competition in the knock-out stages losing to a strong Leinster side.

Harlequins' representation at international level is pleasing. Several senior players involved in the 2025 Six Nations Championship and England's summer tour underlining the Club's contribution to the national side. In addition, two Academy players earned selection for the England U20 squad at the World Rugby U20 Championships demonstrating the continued strength of the Club's player development pathway.

The Club remains focused on achieving consistent high-level performance across all competitions, while ensuring that its rugby philosophy, player welfare standards and development structures continue to reflect Harlequins' values and long-term ambitions.

Rugby - Coaching

The 2024/25 season marked Danny Wilson's continuation as Head Coach, providing valuable continuity and a clear vision for on-field performance and player development. During the 2024/25 season, the addition of Jason Gilmore as Defence Coach brought further expertise and international experience to the coaching group, strengthening the Club's technical capability and contributing to a more balanced and cohesive coaching framework.

At the start of the 2025/26 season, Danny Wilson departed the Club, marking the beginning of a new chapter in Harlequin's coaching evolution. His tenure left a strong foundation upon which the next coaching structure will build. The Club is very fortunate that Jason agreed to accept the Head Coaching role. This collaborative approach remains integral to Harlequins' ongoing development, ensuring alignment between the senior squad, the wider performance team, and the Academy pathway. The Club remains committed to fostering an environment where innovation, teamwork and player welfare underpin all aspects of rugby performance.

Financial Update

The Club is now in its second year of compliance with the Financial Monitoring Panel (FMP) Regulations introduced by Premier Rugby Limited (PRL) in May 2024. These regulations apply to all Premiership Clubs and are designed to enhance financial resilience and operational sustainability across the league. Their objectives include providing greater confidence to current and future stakeholders of Premiership Rugby and ensure that clubs are appropriately capitalised and managed to meet their ongoing financial commitments.

As a condition of Premiership participation, the Club is required to comply with all aspects of the FMP framework. In line with these obligations, the Board of Directors submitted the mandatory pre-season report in May 2025, incorporating the P&L budget and a detailed cash flow forecast through to the end of the 2025/26 season.

Following its review, PRL confirmed that the Club had met all the required criteria, granting permission for participation in the 2025/26 Premiership season. The in-season report will be submitted later in the financial year to demonstrate continued compliance with the regulatory framework.

The Club manages closely a defined set of core financial metrics to track performance against both regulatory requirements and long-term strategic objectives.

KPI

2025

2024

Change

Strategic Commentary

Turnover (£m)

£29.4m

£29.3m

+0.2%

Stable turnover supported by consistent sell-outs, strong season ticket retention and successful renewal and retention of key partners.

Season Ticket Sales (Volume)

9,218

9,280

Flat

Stable volumes despite price adjustments, reflecting strong retention rates.

Season Ticket Revenue (£m)

£5.1m

£4.8m

+7%

Increase supported by pricing strategy and improved customer engagement.

Matchday Attendance (Avg.)

12,274

11,973

+3%

Premiership attendance maintained through enhanced fan engagement and matchday experience initiatives.

Commercial Revenue (£m)

£13.3m

£12.3m

+8%

Growth supported by sponsorship renewals and expanded digital marketing activity.

The Club's Strategic Financial Objectives include:

-

Achieve Sustainable Profitability by progressing towards a minimum break-even EBITDA operation by the 2026/27 season through a balanced approach to revenue diversification and cost control.

-

Enhance Revenue Resilience by continued expansion of non-matchday and commercial revenue streams to reduce dependency on ticketing income.

-

Strengthen Liquidity by building up and maintaining adequate cash reserves to support operational stability and enable investment in strategic initiatives.

-

Maintaining FMP Compliance to ensure full adherence to FMP reporting obligations to maintain eligibility for Premiership participation.

Operational Update

The Club continues to manage the longer-term financial impact of Covid-19 while maintaining a strong focus on achieving operational sustainability across all areas of the Club. The Board and senior management remain committed to ensuring a financially stable and commercially resilient business that supports on-field performance and long-term growth.

Matchday attendances across the 2024/25 season remained exceptional with all men's Gallagher Premiership home fixtures selling out - a testament to the enduring strength of supporter loyalty. The season's Big Game 16 at Twickenham Stadium once again reached full capacity, attracting more than 81,000 fans and reinforcing its status as the premier event in the club rugby calendar.

On the commercial front, the Club welcomed several new partners, including Singapore Airlines, Conrad Energy and Acronis, further enhancing the Club's sponsorship portfolio and broadening its global reach. The Club also strengthened its international collaboration with Mie Honda Heat in Japan, sharing expertise in rugby performance, marketing, and matchday operations to support the development of best practice between the two clubs.

Harlequins continues to benefit from the support of a strong and diverse portfolio of commercial partners, each playing an important role in the Club's ongoing success both on and off the field. Particular emphasis is placed on the contribution of DHL and other principal sponsors, whose commitment and collaboration are fundamental to sustaining growth, delivering exceptional experiences for supporters and reinforcing Harlequins' position as a leading brand within professional rugby.

The Club also recognises the enduring support of its shareholders, fans and wider community, each of whom plays a vital role in its continued success. Their collective commitment underpins the Club's financial stability and provides for future development. This loyalty and engagement remain central to maintaining Harlequins' position as a leading force within the game, ensuring that the values of unity, ambition, and excellence continue to guide every aspect of the Club's operations.

Digital Evolution

Digital engagement continues to form a core pillar of Harlequins' long-term growth and fan engagement strategy. The Club recognises the importance of an innovative and data-driven approach to strengthening connections with supporters, partners and the wider rugby community both domestically and internationally.

During the 2024/25 season, Harlequins consolidated its position as the most-followed Premiership Rugby club across all major social media platforms, achieving significant year-on-year growth in both reach and engagement metrics. Besides ranking number 1 in the United Kingdom, the Club now ranks 9th globally among professional rugby clubs for total digital following , reflecting the continued expansion of the Harlequins brand and the success of its distinctive online presence.

The Club's digital platforms serve as a key channel for engaging fans, driving commercial initiatives and enhancing interaction. Increased content production, match-day live coverage, and behind-the-scenes access have strengthened supporter loyalty and broadened the Club's global reach. Targeted campaigns and collaborative digital partnerships have also supported the growth of merchandise and ticketing sales through online channels.

Investment in digital capability remains a strategic priority. The Club continues to enhance its data infrastructure, CRM systems and digital analytics to deliver personalised experiences, optimise marketing performance and provide value to commercial partners. These initiatives are designed to position Harlequins at the forefront of digital innovation within the professional rugby landscape, ensuring sustainable growth both on and off the field.

Quins in the Community

Harlequins remain committed to inspiring the next generation of players, supporters and volunteers through extensive community engagement across London and the South-East. During the 2024/25 season, the Club continued to work closely with its community rugby clubs and schools, delivering coaching, educational programmes and participation initiatives designed to promote rugby, health and wellbeing.

The Harlequins Cup returned for another highly successful season, attracting over 2,000 fans across four nights of competition. Age-grade club sides competed for the opportunity to play on The Stoop turf, providing young players with a memorable experience and fostering strong connections between the Club and grassroots rugby communities.

During the season the Club has been working with the charity RALPHH supporting the installation of defibrillators at local rugby clubs. Several community clubs have already secured defibrillators or are actively working with the charity to do so, helping to improve safety and emergency readiness across the grassroots game.

Through these initiatives, Harlequins seeks to nurture talent, encourage participation, and promote positive social impact, reflecting the Club's ongoing commitment to its communities both on and off the pitch.

Environmental, Social & Corporate Governance

The Club remains committed to conducting its operations responsibly and sustainably, recognising the importance of environmental stewardship, social inclusion, and strong governance practices in achieving long term success.

During the year, the Club continued to prioritise environmental responsibility, partnering with Lyfecyle for a fourth consecutive year to reduce single-use plastics across its operations. Additional operational measures have been introduced to lower carbon emissions and improve overall sustainability performance. The Club continues to assess and implement initiatives aimed at reducing its environmental footprint and promoting responsible management.

The Club remains fully compliant with the Sport England Code for Sports Governance, reflecting its commitment to maintaining the highest standards of accountability, integrity and transparency. Working in partnership with PwC, the Club continues to embed best practice across its governance framework, including structure, communications, people, standards & conduct, and policies & procedures.

The Club continues to foster inclusivity and community engagement through initiatives such as the Access Day, the annual Pride fixture, and participation in the Hidden Disabilities Sunflower network. These initiatives reflect the Club's ongoing commitment to promoting equality, diversity and accessibility for all supporters, staff and stakeholders.

Employee wellbeing remains a key priority, The Club provides access to mental health support services, fitness facilities and wellbeing initiatives, alongside partnerships such as Just Ask A Question (JAAQ) to encourage open conversations about mental health. Policies are in place to ensure that all employees are treated fairly and to prohibit discrimination on the grounds of age, disability, religion, sex, nationality or ethnic origin.

The Club is committed to creating a supportive and inclusive environment where all employees are valued and respected. Collaboration, teamwork and creativity are encouraged both on and off the field. The Club also provides a range of opportunities for learning and development, supporting staff in achieving their personal and professional goals.

Harlequins Foundation

The Harlequins Foundation continues to grow its reach, aligning closely with the Club to deliver meaningful programmes that make a positive impact across the community. During the 2024/25 season, key initiatives such as Volunteers Week, Kind2Mind, METTLE and Rival Ride expanded their engagement and impact, supporting local communities and fostering inclusion, wellbeing, and participation in sport.

The Foundation's wheelchair rugby team, The Jesters, continued to develop competitively and performed strongly in the 2024 Summer Series.

Strategic partnerships remain central to the Foundation's growth. By collaborating with a range of organisations, the Foundation has scaled its reach and strengthened its programmes, with a particular emphasis on mental health initiatives and support for vulnerable communities. These efforts reflect the Club's ongoing commitment to creating lasting social impact beyond the pitch.

PRINCIPAL RISKS AND UNCERTAINTIES

(i) Elite team performance

The performance of the elite men's team remains the primary risk facing the Club, as on-field success has a direct impact on matchday attendance, commercial revenues and overall brand value. The Club has again achieved record season ticket sales, with home league fixtures essentially selling out throughout the previous season.

Player welfare and their health and safety is a core value of our Club. The physical nature of the sport means that player injuries not only have potentially major consequences for players personally, but also represent a significant ongoing risk to the Club's performance, financial stability, and brand reputation. Injuries can impact the players' wellbeing, team competitiveness, disrupt long-term player development pathways and increase medical and insurance costs. Prolonged absences of key players can also affect matchday revenues, sponsorship value and fan engagement.

Harlequins actively mitigate the risk of player injuries through a range of strategies designed to protect player welfare and maintain team performance. The Club minimises contact of training, implements comprehensive strength and conditioning programmes to reduce the likelihood of injury alongside continuous investment in medical and rehabilitation facilities. Specialist medical staff, physiotherapists and performance analysts support players' health and recovery, while data-driven player load monitoring ensures training intensity and rest periods are carefully managed. The Club also works closely with PRL and the RFU to adhere to best practice welfare protocols. In addition, squad depth management and succession planning provide adequate cover in key positions. Harlequins will always choose to prioritise player welfare as central to its operational and strategic planning.

The Board and senior management team continue to focus on developing a diversified and commercially resilient business model to underpin rugby operations. This includes expanding non-matchday revenue streams and strengthening partnerships to reduce reliance on sporting outcomes. Nevertheless, success on the pitch remains the greatest driver of long-term financial and operational sustainability.

(ii) Failure to comply with competition regulations

There is an ongoing risk that failure to comply with competition rules and regulations could result in significant financial and reputational damage and in severe circumstances, relegation from the Gallagher Premiership, thereby threatening the Club's sustainability.

Harlequins mitigate this risk through the implementation of robust internal controls, ensuring full compliance with all relevant regulations including the Premiership Rugby Salary Cap and those set by the Financial Monitoring Panel. The Club maintains regular dialogue with Premiership Rugby and employs rigorous internal review procedures to ensure transparency and compliance with disclosure requirements.

(iii) Failure to renew key commercial contracts and/or a reduction in central funding

The Club's long-term financial stability depends in part on maintaining and renewing key commercial partnerships, sponsorship agreements and central funding from Premiership Rugby. Any reduction in these income streams could materially affect operations and future investment capability.

To mitigate this risk, Harlequins continues to invest in its commercial infrastructure, including dedicated sales and marketing teams to strengthen the corporate pipeline, manage stakeholder relationships and secure new partnership opportunities.

(iv) Funding

The Club remains reliant on the continued financial support of its shareholders. The Directors acknowledge the importance of its ongoing shareholder support which is critical to operations in the short term, while emphasising the Club's commitment to achieving long-term financial sustainability.

Management continues to pursue operational efficiencies and sustainable revenue growth to reduce dependency on shareholder funding and to enhance financial resilience.

(v) Cyber security breaches causing financial and/or reputational harm

As a professional sports organisation and data controller, Harlequins recognises the increasing threat of cybercrime and the potential for data breaches to cause financial and reputational harm.

The Club deploys advanced cyber protection systems that are dynamically updated to counter emerging threats. Regular security audits, staff training and incident response planning form part of the Club's ongoing commitment to maintaining the highest standards of data protection and cyber security.

(vi) Terrorism

Sporting venues remain potential targets for terrorism. The Club recognises the importance of maintaining vigilance and proactively implements measures to protect players, supporters and staff.

Harlequins works closely with local authorities, law enforcement and event security partners to ensure proportionate and effective security arrangements are in place for all events. Regular reviews and training exercises are undertaken to reinforce the Club's readiness to respond to potential threats.

CONCLUSION

Harlequins remain committed to achieving on-field success supported by a financially sustainable business model. The 2024/25 season demonstrated the Club's strength on and off the pitch, supported by a growing fan base, strong commercial partnerships and strategic financial governance.

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 and support from all our stakeholders.

ON BEHALF OF THE BOARD:

S J Pope - Director

17 December 2025

The directors present their report with the financial statements of the company for the year ended 30 June 2025.

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 company has recognised R&D Expenditure Credit (RDEC) claims totalling £323,383 (2024: £209,387) relating to R&D in previous years. Qualifying R&D expenditure relating to the year ended 30 June 2025 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.

DIRECTORS

The directors shown below have held office during the period from 1 July 2024 to the date of this report.

D J Morgan

S J Pope

C D O Jillings

L E Dalrymple

FINANCIAL INSTRUMENTS

Liquidity risk

The company 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 the immediate parent Harlequin FC Holdings Ltd, 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 company's obligations as they fall due.

Interest rate risk

The company is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits due to changes in market interest rates.

Credit risk

Credit risk arises from the company'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 company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

EMPLOYEE INVOLVEMENT

The company'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 company's performance.

DIRECTORS' INSURANCE

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

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the 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 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 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 company's auditors are aware of that information.

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

17 December 2025

Opinion

We have audited the financial statements of Harlequin Football Club Limited (the 'company') for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, 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 company's affairs as at 30 June 2025 and of its 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 company 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 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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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, or returns adequate for our audit have not been received from branches not visited by us; or

-	the 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 nine, 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 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 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 company through discussions with the 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 company, 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 company’s 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.

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 company’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

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

17 December 2025

TURNOVER

3

29,405,604

29,334,427

Cost of sales

18,322,942

16,054,372

GROSS PROFIT

11,082,662

13,280,055

Administrative expenses

14,200,831

15,157,005

(3,118,169

)

(1,876,950

)

Other operating income

4

398,383

284,387

OPERATING LOSS

6

(2,719,786

)

(1,592,563

)

Income from fixed asset investments

127,000

137,715

Interest receivable and similar income

302,140

269,800

429,140

407,515

(2,290,646

)

(1,185,048

)

Gain/(loss) on revaluation of investments

(124,113

)

172,703

(2,414,759

)

(1,012,345

)

Interest payable and similar expenses

7

840,426

780,102

LOSS BEFORE TAXATION

(3,255,185

)

(1,792,447

)

Tax on loss

8

65,332

65,620

LOSS FOR THE FINANCIAL YEAR

(3,320,517

)

(1,858,067

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(3,320,517

)

(1,858,067

)

FIXED ASSETS

Intangible assets

9

191,422

133,160

Tangible assets

10

2,884,497

3,286,538

Investments

11

19,451,997

19,617,360

22,527,916

23,037,058

CURRENT ASSETS

Debtors: amounts falling due within one year

12

8,881,718

5,203,620

Debtors: amounts falling due after more than one year

12

7,171,614

6,558,462

Cash at bank and in hand

867,032

2,468,653

16,920,364

14,230,735

CREDITORS

Amounts falling due within one year

13

14,592,420

16,574,372

NET CURRENT ASSETS/(LIABILITIES)

2,327,944

(2,343,637

)

TOTAL ASSETS LESS CURRENT LIABILITIES

24,855,860

20,693,421

CREDITORS

Amounts falling due after more than one year

14

(33,258,278

)

(25,759,808

)

PROVISIONS FOR LIABILITIES

17

(1,597,198

)

(1,612,712

)

NET LIABILITIES

(9,999,616

)

(6,679,099

)

CAPITAL AND RESERVES

Called up share capital

18

841,019

841,019

Share premium

19

14,007,780

14,007,780

Retained earnings

19

(24,848,415

)

(21,527,898

)

SHAREHOLDERS' FUNDS

(9,999,616

)

(6,679,099

)

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

D J Morgan - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 July 2023

841,019

(19,669,831

)

14,007,780

(4,821,032

)

Changes in equity

Total comprehensive loss

-

(1,858,067

)

-

(1,858,067

)

Balance at 30 June 2024

841,019

(21,527,898

)

14,007,780

(6,679,099

)

Changes in equity

Total comprehensive loss

-

(3,320,517

)

-

(3,320,517

)

Balance at 30 June 2025

841,019

(24,848,415

)

14,007,780

(9,999,616

)

Cash flows from operating activities

Cash generated from operations

23

(638,728

)

2,266,113

Interest paid

(821,035

)

(755,685

)

Interest element of finance lease payments paid

(19,391

)

(24,417

)

Tax paid

-

(19,229

)

Net cash from operating activities

(1,479,154

)

1,466,782

Cash flows from investing activities

Purchase of intangible fixed assets

(64,000

)

(36,000

)

Purchase of tangible fixed assets

(383,129

)

(914,987

)

Sale of tangible fixed assets

3,166

-

Interest received

302,140

269,800

Dividends received

127,000

137,715

Net cash from investing activities

(14,823

)

(543,472

)

Cash flows from financing activities

Finance lease repayments

(107,644

)

(135,668

)

Net cash from financing activities

(107,644

)

(135,668

)

(Decrease)/increase in cash and cash equivalents

(1,601,621

)

787,642

Cash and cash equivalents at beginning of year

24

2,468,653

1,681,011

Cash and cash equivalents at end of year

24

867,032

2,468,653

1.	STATUTORY INFORMATION

Harlequin Football Club 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" 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 principal accounting policies adopted are set out below.

Harlequin Football Club Limited is a 98% owned subsidiary of Harlequin FC Holdings Limited and the results of Harlequin Football Club Limited are included in the consolidated financial statements of Harlequin FC Holdings Limited which are available from Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX.

Going concern

At the year end, the company reported net liabilities of £9,999,616 (2024: £6,679,099) which includes balances due to/from other group companies.

The group companies rely 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 2027. The group, as a whole, faces net current liabilities and overall net liabilities, including a significant amount due to Blue Sky Holdings Limited.

Blue Sky Holdings Limited has confirmed it intends to continue to provide financial support to enable the group to meet its obligations as they fall due, at least until 30 June 2027. 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 arise if the going concern assumption was found to be inappropriate.

In approving the financial statements, the directors have a reasonable expectation that the company 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 2027. 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 2026/27 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.

Significant judgements and estimates

In the application of the company'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.

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 company holds an 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 company 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.

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 company'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.

Turnover

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

Turnover from the sale of goods is recognised when the company 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 company 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 company will receive the consideration due under the contract.

Deferred income

Deferred income represents amounts receivable in relation to sponsorship, membership, executive boxes and central funding 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 management charges, recognised on a receivable basis, and 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.

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

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at the following annual rates in order to write off the cost 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.

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

Unlisted investments

Unlisted 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 company 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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Intangible assets not yet available for use are tested for impairment annually and whenever there 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.