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REGISTERED NUMBER: 08822147

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

FOR

HARLEQUIN FC HOLDINGS LIMITED

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Directors | 8 |

| Report of the Independent Auditors | 11 |

| Consolidated Statement of Comprehensive Income | 14 |

| Consolidated Balance Sheet | 15 |

| Company Balance Sheet | 16 |

| Consolidated Statement of Changes in Equity | 17 |

| Company Statement of Changes in Equity | 18 |

| Consolidated Cash Flow Statement | 19 |

| Notes to the Consolidated Financial Statements | 20 |

| HARLEQUIN FC HOLDINGS LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 30 JUNE 2025

| DIRECTORS: | S J Pope

| D P Saville

| C D O Jillings

| REGISTERED OFFICE: | Twickenham Stoop Stadium

| Langhorn Drive

| Twickenham

| Middlesex

| TW2 7SX

| REGISTERED NUMBER: | 08822147

| AUDITORS: | Lewis Brownlee (Chichester) Limited

| Statutory Auditors

| Appledram Barns

| Birdham Road

| Chichester

| West Sussex

| PO20 7EQ

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

The directors present their strategic report of the company and the group for the year ended 30 June 2025.

PRINCIPAL ACTIVITIES

The principal activity of the group 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 - Men's 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 - Women's Team

The 2024/25 season feature the Harlequins Women's team reinforcing their position among the elite of English women's rugby. The squad reached the semi-finals of the Allianz Premiership Women's Rugby league, where they were narrowly eliminated by Saracens Women. This performance underscores the team's continued competitiveness at the highest domestic level and highlights a foundation for success in coming seasons.

Beyond domestic competition, Harlequins players featured prominently on the international stage. The final round of the Guinness Women's Six Nations highlighted the talent within the squad, with several players delivering standout performances. Two Harlequins stars were named in the Red Roses squad for the 2025 Rugby World Cup (RWC), both having been part of the squad that travelled to New Zealand three years ago and now set to compete in a home tournament. Additionally, two players were named in the Red Roses U20 Summer Series squad, with 13 others representing their nations at the 2025 RWC, demonstrating the depth of talent and international recognition emerging from the Harlequins pathway.

Individual performances were recognised through domestic accolades, with four players nominated for the RPA U23 Team of the Season, reflecting their impact throughout the season. Most notably, Ellie Kildunne was awarded the 2024 World Rugby Women's 15 Player of the Year, becoming the first English woman to receive this honour since 2003 - an achievement that highlights both individual excellence and the strength of the club's development environment.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

Rugby - Men's 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.

Rugby Women's Coaching and Player Development

The coaching structure continues to be a cornerstone of the women's programme. Ross Chisholm continued in his role as Head Coach, drawing on his vast experience as a Men's player and building on the learnings from his first season in charge. Chris Laidlaw joined as Assistant Coach ahead of the 2024/25 season, further strengthening the coaching team with complementary expertise. Together, they have enhanced individual player development, team cohesion and tactical execution, laying the groundwork for sustained domestic and international success.

The Club remains committed to fostering a pathway that balances high-performance ambition with player welfare, aligning with the Club's broader rugby philosophy and values. This dual focus ensures that players are supported on and off the pitch, cultivating both elite athletes and well-rounded individuals.

Impact of the 2025 Women's RWC

The 2025 RWC, hosted on home soil, represents a transformative opportunity for women's rugby in England. Harlequin's players' involvement in the tournament not only elevates the profile of the club but also strengthens the domestic game by inspiring future talent and increasing visibility for the sport. Success on the stage can enhance recruitment pathways, attract sponsorship, and foster a broader fanbase, providing momentum that the club can leverage to drive growth across all levels of the women's programme.

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- Men's Team |  | 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. |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

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.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

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.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

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.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2025

(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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 JUNE 2025

The directors present their report with the financial statements of the company and the group 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 group 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.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

S J Pope

D P Saville

C D O Jillings

FINANCIAL INSTRUMENTS

Liquidity risk

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

Interest rate risk

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

Credit risk

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

DISABLED PERSONS

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 JUNE 2025

EMPLOYEE INVOLVEMENT

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

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

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

DIRECTORS' INSURANCE

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

MARKET VALUE OF LAND AND BUILDINGS

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

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 30 JUNE 2025

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

HARLEQUIN FC HOLDINGS LIMITED

Opinion

We have audited the financial statements of Harlequin FC Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 30 June 2025 and of the group's loss for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

HARLEQUIN FC HOLDINGS LIMITED

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of directors' remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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

- |  | the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |

- |  | we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the sector; |

- |  | we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including legislation such as the Companies Act 2006, taxation legislation and applicable sporting regulations; |

- |  | we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence, where applicable; and |

- |  | identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

HARLEQUIN FC HOLDINGS LIMITED

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

- |  | making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |

- |  | considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |

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

- |  | performed analytical procedures to identify any unusual or unexpected relationships; |

- |  | tested journal entries to identify unusual transactions; |

- |  | assessed whether judgements and assumptions made in determining the accounting estimates set out in the accounting policies were indicative of potential bias; and |

- |  | investigated the rationale behind significant or unusual transactions. |

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

- |  | agreeing financial statement disclosures to underlying supporting documentation; |

- |  | reading the minutes of meetings of those charged with governance; |

- |  | enquiring of management as to actual and potential litigation and claims; and |

- |  | reviewing correspondence with HMRC, relevant regulators and the group’s legal advisors, where applicable. |

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

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Sam Ede BFP FCA FCCA (Senior Statutory Auditor)

for and on behalf of Lewis Brownlee (Chichester) Limited

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

17 December 2025

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

CONSOLIDATED

STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED 30 JUNE 2025

2025 | 2024 |

| Notes | £ | £

TURNOVER | 3 | 29,938,361 |  | 29,627,315 |  |

Cost of sales | 19,013,602 |  | 16,552,335 |  |

GROSS PROFIT | 10,924,759 |  | 13,074,980 |  |

Administrative expenses | 16,267,150 |  | 17,562,076 |  |

(5,342,391 | ) | (4,487,096 | ) |

Other operating income | 4 | 323,383 |  | 209,387 |  |

OPERATING LOSS | 6 | (5,019,008 | ) | (4,277,709 | ) |

Income from fixed asset investments | 127,000 |  | 137,715 |  |

Gain/loss on revaluation of investments | (124,113 | ) | 172,703 |  |

Interest payable and similar expenses | 8 | (2,511,273 | ) | (2,572,596 | ) |

LOSS BEFORE TAXATION | (7,527,394 | ) | (6,539,887 | ) |

Tax on loss | 9 | 65,332 |  | 65,620 |  |

LOSS FOR THE FINANCIAL YEAR | (7,592,726 | ) | (6,605,507 | ) |

OTHER COMPREHENSIVE INCOME |

Capital contribution | 2,727,954 |  | 2,323,265 |  |

Income tax relating to other comprehensive income | - |  | - |  |

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX | 2,727,954 |  | 2,323,265 |  |

TOTAL COMPREHENSIVE LOSS FOR THE YEAR | (4,864,772 | ) | (4,282,242 | ) |

Loss attributable to:

Owners of the parent | (7,533,681 | ) | (6,572,851 | ) |

Non-controlling interests | (59,045 | ) | (32,656 | ) |

(7,592,726 | ) | (6,605,507 | ) |

Total comprehensive loss attributable to:

Owners of the parent | (4,805,727 | ) | (4,249,586 | ) |

Non-controlling interests | (59,045 | ) | (32,656 | ) |

(4,864,772 | ) | (4,282,242 | ) |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

CONSOLIDATED BALANCE SHEET

30 JUNE 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Intangible assets | 11 | 191,422 |  | 133,160 |  |

Tangible assets | 12 | 31,538,342 |  | 33,089,193 |  |

Investments | 13 | 19,451,998 |  | 19,617,361 |  |

Investment property | 14 | 1,000,000 |  | 1,000,000 |  |

52,181,762 |  | 53,839,714 |  |

CURRENT ASSETS

Stocks | 15 | 548,212 |  | - |  |

Debtors: amounts falling due within one year | 16 | 9,043,281 |  | 5,226,966 |  |

Cash at bank and in hand | 879,851 |  | 2,479,520 |  |

10,471,344 |  | 7,706,486 |  |

CREDITORS

Amounts falling due within one year | 17 | 16,999,440 |  | 19,108,205 |  |

NET CURRENT LIABILITIES | (6,528,096 | ) | (11,401,719 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 45,653,666 |  | 42,437,995 |  |

CREDITORS

Amounts falling due after more than one year | 18 | (69,371,016 | ) | (61,275,059 | ) |

PROVISIONS FOR LIABILITIES | 21 | (1,597,198 | ) | (1,612,712 | ) |

NET LIABILITIES | (25,314,548 | ) | (20,449,776 | ) |

CAPITAL AND RESERVES

Called up share capital | 22 | 5,710,100 |  | 5,710,100 |  |

Share premium | 23 | 6,390,000 |  | 6,390,000 |  |

Revaluation reserve | 23 | 7,001,698 |  | 7,001,698 |  |

Capital contribution reserve | 23 | 2,727,954 |  | 2,323,265 |  |

Retained earnings | 23 | (46,953,912 | ) | (41,743,496 | ) |

SHAREHOLDERS' FUNDS | (25,124,160 | ) | (20,318,433 | ) |

NON-CONTROLLING INTERESTS | (190,388 | ) | (131,343 | ) |

TOTAL EQUITY | (25,314,548 | ) | (20,449,776 | ) |

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:

S J Pope - Director

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

COMPANY BALANCE SHEET

30 JUNE 2025

2025 | 2024 |

| Notes | £ | £ | £ | £

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 27,838,003 |  | 27,838,003 |  |

Investment property | 14 | - |  | - |  |

27,838,003 |  | 27,838,003 |  |

CURRENT ASSETS

Debtors: amounts falling due after more than one year | 16 | 55,814,548 |  | 44,621,367 |  |

CREDITORS

Amounts falling due within one year | 17 | 10,000 |  | 9,999 |  |

NET CURRENT ASSETS | 55,804,548 |  | 44,611,368 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 83,642,551 |  | 72,449,371 |  |

CREDITORS

Amounts falling due after more than one year | 18 | 63,196,119 |  | 54,331,255 |  |

NET ASSETS | 20,446,432 |  | 18,118,116 |  |

CAPITAL AND RESERVES

Called up share capital | 22 | 5,710,100 |  | 5,710,100 |  |

Share premium | 23 | 6,390,000 |  | 6,390,000 |  |

Capital contribution reserve | 23 | 2,727,954 |  | 2,323,265 |  |

Retained earnings | 23 | 5,618,378 |  | 3,694,751 |  |

SHAREHOLDERS' FUNDS | 20,446,432 |  | 18,118,116 |  |

Company's loss for the financial year | (399,639 | ) | (564,120 | ) |

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:

S J Pope - Director

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

Called up |  |

share | Retained | Share | Revaluation |

capital | earnings | premium | reserve |

| £ | £ | £ | £

Balance at 1 July 2023 | 5,710,100 |  | (37,283,584 | ) | 6,390,000 |  | 7,001,698 |  |

Changes in equity

Imputed interest | - |  | 2,112,939 |  | - |  | - |  |

Total comprehensive loss | - |  | (6,572,851 | ) | - |  | - |  |

Balance at 30 June 2024 | 5,710,100 |  | (41,743,496 | ) | 6,390,000 |  | 7,001,698 |  |

Changes in equity

Imputed interest | - |  | 2,323,265 |  | - |  | - |  |

Total comprehensive loss | - |  | (7,533,681 | ) | - |  | - |  |

Balance at 30 June 2025 | 5,710,100 |  | (46,953,912 | ) | 6,390,000 |  | 7,001,698 |  |

Capital |  |

contribution | Non-controlling | Total |

reserve | Total | interests | equity |

| £ | £ | £ | £

Balance at 1 July 2023 | 2,112,939 |  | (16,068,847 | ) | (98,687 | ) | (16,167,534 | ) |

Changes in equity

Capital contribution | 2,323,265 |  | 2,323,265 |  | - |  | 2,323,265 |  |

Imputed interest | (2,112,939 | ) | - |  | - |  | - |  |

Total comprehensive loss | - |  | (6,572,851 | ) | (32,656 | ) | (6,605,507 | ) |

Balance at 30 June 2024 | 2,323,265 |  | (20,318,433 | ) | (131,343 | ) | (20,449,776 | ) |

Changes in equity

Capital contribution | 2,727,954 |  | 2,727,954 |  | - |  | 2,727,954 |  |

Imputed interest | (2,323,265 | ) | - |  | - |  | - |  |

Total comprehensive loss | - |  | (7,533,681 | ) | (59,045 | ) | (7,592,726 | ) |

Balance at 30 June 2025 | 2,727,954 |  | (25,124,160 | ) | (190,388 | ) | (25,314,548 | ) |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2025

Called up | Capital |  |

share | Retained | Share | contribution | Total |

capital | earnings | premium | reserve | equity |

| £ | £ | £ | £ | £

Balance at 1 July 2023 | 5,710,100 |  | 2,145,932 |  | 6,390,000 |  | 2,112,939 |  | 16,358,971 |  |

Changes in equity

Capital contribution | - |  | - |  | - |  | 2,323,265 |  | 2,323,265 |  |

Imputed interest | - |  | 2,112,939 |  | - |  | (2,112,939 | ) | - |  |

Total comprehensive loss | - |  | (564,120 | ) | - |  | - |  | (564,120 | ) |

Balance at 30 June 2024 | 5,710,100 |  | 3,694,751 |  | 6,390,000 |  | 2,323,265 |  | 18,118,116 |  |

Changes in equity

Capital contribution | - |  | - |  | - |  | 2,727,954 |  | 2,727,954 |  |

Imputed interest | - |  | 2,323,265 |  | - |  | (2,323,265 | ) | - |  |

Total comprehensive loss | - |  | (399,639 | ) | - |  | - |  | (399,639 | ) |

Balance at 30 June 2025 | 5,710,100 |  | 5,618,377 |  | 6,390,000 |  | 2,727,954 |  | 20,446,431 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2025

2025 | 2024 |

| Notes | £ | £

Cash flows from operating activities

Cash generated from operations | 28 | 1,993,426 |  | 5,068,976 |  |

Interest paid | (2,468,145 | ) | (2,474,133 | ) |

Interest element of finance lease payments paid | (43,128 | ) | (98,463 | ) |

Tax paid | - |  | (19,229 | ) |

Net cash from operating activities | (517,847 | ) | 2,477,151 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | (64,000 | ) | (36,000 | ) |

Purchase of tangible fixed assets | (546,791 | ) | (1,035,318 | ) |

Sale of tangible fixed assets | 3,166 |  | - |  |

Dividends received | 127,000 |  | 137,715 |  |

Net cash from investing activities | (480,625 | ) | (933,603 | ) |

Cash flows from financing activities

Bond repayments in year | (174,000 | ) | (351,000 | ) |

Payment of finance lease obligations | (427,197 | ) | (394,039 | ) |

Net cash from financing activities | (601,197 | ) | (745,039 | ) |

(Decrease)/increase in cash and cash equivalents | (1,599,669 | ) | 798,509 |  |

Cash and cash equivalents at beginning of year | 29 | 2,479,520 |  | 1,681,011 |  |

Cash and cash equivalents at end of year | 29 | 879,851 |  | 2,479,520 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

1. | STATUTORY INFORMATION

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

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

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

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

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

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

| Going concern

| At the year end, the group reported net current liabilities of £6,528,096 (2024: £11,401,719) and overall net liabilities of £25,314,548 (2024: £20,449,776) which includes a loan of £57,893,249 (2024: £49,304,838) from Blue Sky Holdings Limited, the principal shareholder of the group.

| The group relies on support from the group’s principal shareholder, which has confirmed that the loans owed to it are not due for repayment until at least 30 June 2027.

| 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 group has adequate resources to continue operating for the foreseeable future. In forming their expectation, the directors have considered the additional future funding requirements as outlined in the budgets and cash flow forecasts up to 30 June 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.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

2. | ACCOUNTING POLICIES - continued

| Basis of consolidation

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

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

| All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of the subsidiaries to bring the accounting policies used into line with those used by the other members of the group.

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

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

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

| Significant judgements and estimates

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

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

2. | ACCOUNTING POLICIES - continued

| Critical judgements and estimation uncertainty

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

| Investment in Premier Rugby Limited (PRL)

| The group holds 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 group with current and future expected cashflows.

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

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

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

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

| Commercial contracts

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

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

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

| Valuation of stadium

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

| Deemed interest rate on loan from parent company

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

| Stocks

| Included in stock is work-in-progress of £548,212 (2024: £nil). There is a high level of estimation uncertainty relating to considerations of impairment for the work-in-progress. The directors consider there to be no impairment adjustment required.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

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

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

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

| Deferred income

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

| Intangible assets

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

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

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

| Tangible fixed assets

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

| Freehold property |  | - |  | at varying rates on cost |  |

| Short leasehold |  | - |  | straight line over 15 years |  |

| Plant and machinery |  | - |  | at varying rates on cost |  |

| Fixtures and fittings |  | - |  | at varying rates on cost |  |

| Computer equipment |  | - |  | at varying rates on cost |  |

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

| Freehold land is not depreciated.

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

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

2. | ACCOUNTING POLICIES - continued

| Investments in subsidiaries

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

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

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

| Intangible assets 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.

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

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

| Investment property

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

| Stocks

| Stock and work in progress is valued at the lower of cost and net realisable value.

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

2. | ACCOUNTING POLICIES - continued

| Financial instruments

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

| Financial instruments are recognised in the group's balance sheet when the group becomes a party to the contractual provisions of the instrument.

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

| Basic financial assets

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

| Impairment of financial instruments

| Financial assets, other than those held at fair value through profit or loss, are assessed for indicators of impairment at each reporting end date.

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

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

| Derecognition of financial assets

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

| Classification of financial liabilities

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

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

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

| Derecognition of financial liabilities

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

| Capital instruments

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

2. | ACCOUNTING POLICIES - continued

| Equity instruments

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

| Debt

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

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

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

| Deferred tax

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

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

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

| Research and development

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

| Leasing commitments

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

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

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

2. | ACCOUNTING POLICIES - continued

| Pension costs and other post-retirement benefits

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

| Employee benefits

| The cost of short-term employee benefits are recognised as a liability and an expense.

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

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

3. | TURNOVER

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

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

2025 | 2024 |

| £ | £

| Rugby income | 11,826,789 |  | 11,809,180 |  |

| Central funding | 4,647,597 |  | 5,437,290 |  |

| Commercial income | 13,463,975 |  | 12,380,845 |  |

29,938,361 |  | 29,627,315 |  |

4. | OTHER OPERATING INCOME

2025 | 2024 |

| £ | £

| Research & Development Expenditure Credit (RDEC) | 323,383 |  | 209,387 |  |

5. | EMPLOYEES AND DIRECTORS

2025 | 2024 |

| £ | £

| Wages and salaries | 14,111,344 |  | 13,351,439 |  |

| Social security costs | 1,635,920 |  | 1,397,389 |  |

| Other pension costs | 357,193 |  | 393,859 |  |

16,104,457 |  | 15,142,687 |  |

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

2025 | 2024 |

| Players and coaching | 140 |  | 142 |  |

| Management and administration | 83 |  | 81 |  |

223 |  | 223 |  |

| The average number of employees by undertakings that were proportionately consolidated during the year was 223 (2024 - 223 ) .

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

5. | EMPLOYEES AND DIRECTORS - continued

2025 | 2024 |

| £ | £

| Directors' remuneration | - |  | - |  |

| The group's key management personnel are considered to be the directors and the non-statutory board members of all group companies. During the year, the total of key management personnel compensation was £441,938 (2024: £427,073) for the group.

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

6. | OPERATING LOSS

| The operating loss is stated after charging:

2025 | 2024 |

| £ | £

| Other operating leases | 287,538 |  | 385,518 |  |

| Depreciation - owned assets | 1,939,602 |  | 1,845,220 |  |

| Depreciation - assets on finance leases | 113,258 |  | 113,259 |  |

| Loss on disposal of fixed assets | 1,616 |  | - |  |

| Goodwill amortisation | - |  | 395,737 |  |

| Computer software amortisation | 45,738 |  | 38,479 |  |

| Foreign exchange differences | 6,721 |  | 13,842 |  |

7. | AUDITORS' REMUNERATION

|  | 2025 |  | 2024 |  |

|  | £ |  | £ |  |

| Fee payable to the group's auditors and their associates for the audit of the group's financial statements |  | 63,620 |  | 62,098 |  |

| Auditors' remuneration for non audit work |  | 12,450 |  | 13,830 |  |

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

2025 | 2024 |

| £ | £

| Other interest payable | 27,818 |  | 220,503 |  |

| Bond interest payable | 117,062 |  | 140,691 |  |

| Imputed interest charge | 2,323,265 |  | 2,112,939 |  |

| Finance lease interest | 43,128 |  | 98,463 |  |

2,511,273 |  | 2,572,596 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

9. | TAXATION

| Analysis of the tax charge

| The tax charge on the loss for the year was as follows:

2025 | 2024 |

| £ | £

| Current tax:

| UK corporation tax | 80,846 |  | 44,032 |  |

| Deferred tax | (15,514 | ) | 21,588 |  |

| Tax on loss | 65,332 |  | 65,620 |  |

| UK corporation tax has been charged at 25 % (2024 - 25 %).

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025 | 2024 |

| £ | £

| Loss before tax | (7,527,394 | ) | (6,539,887 | ) |

| Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | (1,881,849 | ) | (1,634,972 | ) |

| Effects of:

| Expenses not deductible for tax purposes | 621,139 |  | 686,173 |  |

| Adjustments to tax charge in respect of previous periods | - |  | (8,315 | ) |

| Income not subject to corporation tax | (31,750 | ) | (34,428 | ) |

| Change in unrecognised deferred tax assets | 1,213,385 |  | 1,024,456 |  |

| Losses surrendered to group undertakings | 71,242 |  | 32,706 |  |

| Restriction in indexation allowance on estimated capital gain | 73,165 |  | - |  |

| Total tax charge | 65,332 |  | 65,620 |  |

| Tax effects relating to effects of other comprehensive income |

2025 |

| Gross |  | Tax |  | Net |

| £ | £ | £

| Capital contribution | 2,727,954 |  | - |  | 2,727,954 |  |

2024 |

| Gross |  | Tax |  | Net |

| £ | £ | £

| Capital contribution | 2,323,265 |  | - |  | 2,323,265 |  |

| The UK corporation tax charge has arisen as a result of the notional tax charge on the R&D Expenditure Credit of £323,383 (2024 - £209,387) net of adjustments to the tax charge in respect of previous periods of nil (2024 - £8,315).

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

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

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

11. | INTANGIBLE FIXED ASSETS

| Group

Computer |

Goodwill | software | Totals |

| £ | £ | £

| COST

| At 1 July 2024 | 3,957,341 |  | 203,773 |  | 4,161,114 |  |

| Additions | - |  | 64,000 |  | 64,000 |  |

| Reclassification/transfer | - |  | 40,000 |  | 40,000 |  |

| At 30 June 2025 | 3,957,341 |  | 307,773 |  | 4,265,114 |  |

| AMORTISATION

| At 1 July 2024 | 3,957,341 |  | 70,613 |  | 4,027,954 |  |

| Amortisation for year | - |  | 45,738 |  | 45,738 |  |

| At 30 June 2025 | 3,957,341 |  | 116,351 |  | 4,073,692 |  |

| NET BOOK VALUE

| At 30 June 2025 | - |  | 191,422 |  | 191,422 |  |

| At 30 June 2024 | - |  | 133,160 |  | 133,160 |  |

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

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

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

12. | TANGIBLE FIXED ASSETS

| Group

Freehold | Short | Plant and |

property | leasehold | machinery |

| £ | £ | £

| COST OR VALUATION

| At 1 July 2024 | 40,222,248 |  | 1,214,212 |  | 1,675,649 |  |

| Additions | 38,990 |  | 77,811 |  | 74,268 |  |

| Disposals | - |  | - |  | (146,262 | ) |

| Reclassification/transfer | - |  | - |  | - |  |

| At 30 June 2025 | 40,261,238 |  | 1,292,023 |  | 1,603,655 |  |

| DEPRECIATION

| At 1 July 2024 | 10,708,320 |  | 826,249 |  | 1,385,477 |  |

| Charge for year | 1,211,831 |  | 90,790 |  | 96,234 |  |

| Eliminated on disposal | - |  | - |  | (144,183 | ) |

| At 30 June 2025 | 11,920,151 |  | 917,039 |  | 1,337,528 |  |

| NET BOOK VALUE

| At 30 June 2025 | 28,341,087 |  | 374,984 |  | 266,127 |  |

| At 30 June 2024 | 29,513,928 |  | 387,963 |  | 290,172 |  |

Fixtures |

and | Computer |

fittings | equipment | Totals |

| £ | £ | £

| COST OR VALUATION

| At 1 July 2024 | 4,462,431 |  | 1,144,372 |  | 48,718,912 |  |

| Additions | 208,692 |  | 147,030 |  | 546,791 |  |

| Disposals | (111,657 | ) | (90,086 | ) | (348,005 | ) |

| Reclassification/transfer | (40,000 | ) | - |  | (40,000 | ) |

| At 30 June 2025 | 4,519,466 |  | 1,201,316 |  | 48,877,698 |  |

| DEPRECIATION

| At 1 July 2024 | 2,010,436 |  | 699,237 |  | 15,629,719 |  |

| Charge for year | 446,460 |  | 207,545 |  | 2,052,860 |  |

| Eliminated on disposal | (108,954 | ) | (90,086 | ) | (343,223 | ) |

| At 30 June 2025 | 2,347,942 |  | 816,696 |  | 17,339,356 |  |

| NET BOOK VALUE

| At 30 June 2025 | 2,171,524 |  | 384,620 |  | 31,538,342 |  |

| At 30 June 2024 | 2,451,995 |  | 445,135 |  | 33,089,193 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

12. | TANGIBLE FIXED ASSETS - continued

| Group

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

| The cost of land and buildings includes £343,611 (2024: £343,611) of finance costs capitalised during the development of the West Stand.

| The value of land and buildings includes land with a value of £10,500,000 (2024: £10,500,000) which is not depreciated.

| The original cost of the revalued assets amounts to £21,858,627 (2024: £21,819,637).

| Fixed assets, included in the above, which are held under finance leases are as follows:

Fixtures |

Freehold | and | Computer |

property | fittings | equipment | Totals |

| £ | £ | £ | £

| COST OR VALUATION

| At 1 July 2024

| and 30 June 2025 | 1,440,000 |  | 137,974 |  | 193,030 |  | 1,771,004 |  |

| DEPRECIATION

| At 1 July 2024 | 196,364 |  | 18,397 |  | 80,429 |  | 295,190 |  |

| Charge for year | 65,454 |  | 9,198 |  | 38,606 |  | 113,258 |  |

| At 30 June 2025 | 261,818 |  | 27,595 |  | 119,035 |  | 408,448 |  |

| NET BOOK VALUE

| At 30 June 2025 | 1,178,182 |  | 110,379 |  | 73,995 |  | 1,362,556 |  |

| At 30 June 2024 | 1,243,636 |  | 119,577 |  | 112,601 |  | 1,475,814 |  |

13. | FIXED ASSET INVESTMENTS

| Group

Unlisted |

investments |

| £

| COST OR VALUATION

| At 1 July 2024 | 19,617,361 |  |

| Revaluations | (124,113 | ) |

| Impairments | (41,250 | ) |

| At 30 June 2025 | 19,451,998 |  |

| NET BOOK VALUE

| At 30 June 2025 | 19,451,998 |  |

| At 30 June 2024 | 19,617,361 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

13. | FIXED ASSET INVESTMENTS - continued

| Group

| Cost or valuation at 30 June 2025 is represented by:

Unlisted |

investments |

| £

| Valuation in 2017 | 8,460,016 |  |

| Valuation in 2018 | 3,406,598 |  |

| Valuation in 2019 | 2,671,927 |  |

| Valuation in 2020 | (192,124 | ) |

| Valuation in 2021 | 5,708,719 |  |

| Valuation in 2022 | (355,307 | ) |

| Valuation in 2023 | (213,921 | ) |

| Valuation in 2024 | 131,453 |  |

| Valuation in 2025 | (165,363 | ) |

19,451,998 |  |

| Company

Shares in |

group |

undertakings |

| £

| COST

| At 1 July 2024

| and 30 June 2025 | 27,838,003 |  |

| NET BOOK VALUE

| At 30 June 2025 | 27,838,003 |  |

| At 30 June 2024 | 27,838,003 |  |

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

| Subsidiaries

| Harlequin Football Club Limited

| Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX

| Nature of business: Rugby Club

% |

| Class of shares: | holding |

| Ordinary | 98.22 |

| Harlequin Estates (Twickenham) Limited

| Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX

| Nature of business: Property Management

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

13. | FIXED ASSET INVESTMENTS - continued

| Harlequin Finance Plc

| Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX

| Nature of business: Raising Finance

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

| Harlequin Rugby (USA) Inc

| Registered office: 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808

| Nature of business: Dormant

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

| Harlequin Campus Limited

| Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX

| Nature of business: Property Management

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

| Harlequin Womens Football Club Limited

| Registered office: Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, United Kingdom, TW2 7SX

| Nature of business: Rugby Club

% |

| Class of shares: | holding |

| Ordinary | 100.00 |

| Included within fixed asset investments is £41,250 (2024: £82,500) of RFU debentures. In previous years, Harlequin Football Club Limited entered into agreements with the Rugby Football Union whereby it purchased 100 individual 75 year Rose Debentures for £475,000 with no premium, 50 individual 75 year Rose Debentures for £262,500 with no premium, 10 individual 75 year Rose Debentures for £75,000 with no premium, and 50 individual 75 year Rose Debentures for £412,500 with no premium. The debentures are interest fee and repayable in 75 years. The Rugby Football Union has agreed that rights attaching to these debentures shall be exercised by the group only in conjunction with the provision of hospitality packages to members of the Club.

| Also included within fixed assets investments, at deemed cost, is £17,551,779 (2024: £17,551,779) of PRL invested units.

| The group has also co-invested in an additional minor shareholding in Premier Rugby. The cost of the investment totalled £2,133,166 (2024: £2,133,166) which includes £133,006 (2024: £133,006) of professional and legal fees in connection with the investment. This investment is also included within fixed asset investments at its fair value of £1,858,968 (2024: £1,983,081).

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

14. | INVESTMENT PROPERTY

| Group

Total |

| £

| FAIR VALUE

| At 1 July 2024

| and 30 June 2025 | 1,000,000 |  |

| NET BOOK VALUE

| At 30 June 2025 | 1,000,000 |  |

| At 30 June 2024 | 1,000,000 |  |

15. | STOCKS

| Group |

2025 | 2024 |

| £ | £

| Work-in-progress | 548,212 |  | - |  |

16. | DEBTORS

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Amounts falling due within one year: |

| Trade debtors | 4,467,379 |  | 1,155,669 |  | - |  | - |  |

| Other debtors | 3,076,243 |  | 2,823,566 |  | - |  | - |  |

| Tax | 242,538 |  | 165,355 |  | - |  | - |  |

| Prepayments and accrued income | 1,257,121 |  | 1,082,376 |  | - |  | - |  |

9,043,281 |  | 5,226,966 |  | - |  | - |  |

| Amounts falling due after more than one | year: |

| Amounts owed by group undertakings | - |  | - |  | 55,814,548 |  | 44,621,367 |  |

| Aggregate amounts | 9,043,281 |  | 5,226,966 |  | 55,814,548 |  | 44,621,367 |  |

17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Other loans (see note 19) | 3,033,300 |  | 3,207,300 |  | - |  | - |  |

| Finance leases (see note 20) | 421,818 |  | 425,251 |  | - |  | - |  |

| Trade creditors | 950,948 |  | 1,752,678 |  | - |  | - |  |

| Social security and other taxes | 567,772 |  | 565,041 |  | - |  | - |  |

| VAT | 614,839 |  | 1,522,909 |  | - |  | - |  |

| Other creditors | 162,572 |  | 110,852 |  | - |  | - |  |

| Accruals and deferred income | 11,248,191 |  | 11,524,174 |  | 10,000 |  | 9,999 |  |

16,999,440 |  | 19,108,205 |  | 10,000 |  | 9,999 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

| Included in creditors is an amount of £83,744 (2024: £105,639) of unpaid pension commitments.

| Included in other loans is £1,975,000 (2024: £2,149,000) repayable to bond holders relating to a bonds issued in the 2016 year. The bonds yield a fixed return of 5.5% (gross) per annum, payable semi-annually, for an initial fixed term of five years.

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

18. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

| £ | £ | £ | £

| Other loans (see note 19) | 8,466,400 |  | 9,524,700 |  | - |  | - |  |

| Finance leases (see note 20) | 39,342 |  | 463,106 |  | - |  | - |  |

| Amounts owed to group undertakings | 57,893,249 |  | 49,304,838 |  | 63,196,119 |  | 54,331,255 |  |

| Other creditors | 1,880,934 |  | 1,982,415 |  | - |  | - |  |

| Accruals and deferred income | 1,091,091 |  | - |  | - |  | - |  |

69,371,016 |  | 61,275,059 |  | 63,196,119 |  | 54,331,255 |  |

| Group

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

| Company

| At the year end the balance due from the company to the parent company, Blue Sky Holdings Limited, was £57,893,249 (2024: £49,304,838). The loan is repayable with 366 days notice on a rolling basis, with interest at 0.0%. The balance is after reflecting a capital contribution of £2,727,954 (2024: £2,323,265).

19. | LOANS

| An analysis of the maturity of loans is given below:

| Group |

2025 | 2024 |

| £ | £

| Amounts falling due within one year or on | demand: |

| Other loans | 3,033,300 |  | 3,207,300 |  |

| Amounts falling due between one and two | years: |

| Other loans - 1-2 years | 1,058,300 |  | 1,058,300 |  |

| Amounts falling due between two and five | years: |

| Other loans - 2-5 years | 3,174,900 |  | 3,174,900 |  |

| Amounts falling due in more than five years: |

| Repayable by instalments

| Other loans more than 5 years | 4,233,200 |  | 5,291,500 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

20. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Finance leases |

2025 | 2024 |

| £ | £

| Net obligations repayable:

| Within one year | 421,818 |  | 425,251 |  |

| Between one and five years | 39,342 |  | 463,106 |  |

461,160 |  | 888,357 |  |

| Group

Non-cancellable |

operating leases |

2025 | 2024 |

| £ | £

| Within one year | 455,000 |  | 219,146 |  |

| Between one and five years | 205,000 |  | 410,000 |  |

660,000 |  | 629,146 |  |

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

| The company has £Nil (2024: £Nil) lease commitments.

21. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

| £ | £

| Deferred tax | 1,597,198 |  | 1,612,712 |  |

| Group

Deferred tax |

| £

| Balance at 1 July 2024 | 1,612,712 |  |

| Credit to Statement of Comprehensive Income during year | (15,514 | ) |

| Balance at 30 June 2025 | 1,597,198 |  |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

21. | PROVISIONS FOR LIABILITIES - continued

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

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end at that are expected to apply to the reversal of the timing difference. The tax rate used for this purpose is 25% (2024: 25%).

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

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

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

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

| The company has £Nil (2024: £Nil) provisions for liabilities.

22. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

value: |  | £ | £

| 7,101,000 | Ordinary | 10p | 710,100 |  | 710,100 |  |

| 5,000,000 | Preference | £1 | 5,000,000 |  | 5,000,000 |  |

5,710,100 |  | 5,710,100 |  |

| Ordinary shares carry full voting, dividend and capital rights.

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

23. | RESERVES

| Group

Capital |  |

Retained | Share | Revaluation | contribution |  |

earnings | premium | reserve | reserve | Totals |

| £ | £ | £ | £ | £

| At 1 July 2024 | (41,743,496 | ) | 6,390,000 |  | 7,001,698 |  | 2,323,265 |  | (26,028,533 | ) |

| Deficit for the year | (7,533,681 | ) | - |  | - |  | - |  | (7,533,681 | ) |

| Capital contribution | - |  | - |  | - |  | 2,727,954 |  | 2,727,954 |  |

| Imputed interest | 2,323,265 |  | - |  | - |  | (2,323,265 | ) | - |  |

| At 30 June 2025 | (46,953,912 | ) | 6,390,000 |  | 7,001,698 |  | 2,727,954 |  | (30,834,260 | ) |

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

23. | RESERVES - continued

| Company

Capital |

Retained | Share | contribution |

earnings | premium | reserve | Totals |

| £ | £ | £ | £

| At 1 July 2024 | 3,694,752 |  | 6,390,000 |  | 2,323,265 |  | 12,408,017 |  |

| Deficit for the year | (399,639 | ) | - |  | - |  | (399,639 | ) |

| Capital contribution | - |  | - |  | 2,727,954 |  | 2,727,954 |  |

| Imputed interest | 2,323,265 |  | - |  | (2,323,265 | ) | - |  |

| At 30 June 2025 | 5,618,378 |  | 6,390,000 |  | 2,727,954 |  | 14,736,332 |  |

| Retained earnings include non-distributable positive reserves of £17,551,779 (2024: £17,551,779) for the group.

24. | CAPITAL COMMITMENTS

2025 | 2024 |

| £ | £

| Contracted but not provided for in the

| financial statements | 933,201 |  | 43,541 |  |

25. | RELATED PARTY DISCLOSURES

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

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

26. | POST BALANCE SHEET EVENTS

| After the balance sheet date, at the time of approval of the financial statements, notifications had been received from bondholders of their intention to redeem their bonds amounts to £Nil (2024: £5,000).

27. | ULTIMATE CONTROLLING PARTY

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

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

HARLEQUIN FC HOLDINGS LIMITED (REGISTERED NUMBER: 08822147) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 30 JUNE 2025

28. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025 | 2024 |

| £ | £

| Loss before taxation | (7,527,394 | ) | (6,539,887 | ) |

| Depreciation charges | 2,098,600 |  | 2,392,694 |  |

| Loss on disposal of fixed assets | 1,616 |  | - |  |

| Loss/(gain) on revaluation of fixed assets | 124,113 |  | (172,703 | ) |

| Impairment of fixed asset investments | 41,250 |  | 41,250 |  |

| R&D expenditure credit | (323,383 | ) | (165,355 | ) |

| Finance costs | 2,511,273 |  | 2,572,596 |  |

| Finance income | (127,000 | ) | (137,715 | ) |

(3,200,925 | ) | (2,009,120 | ) |

| Increase in stocks | (548,212 | ) | - |  |

| Increase in trade and other debtors | (3,573,776 | ) | (282,742 | ) |

| Increase in trade and other creditors | 9,316,339 |  | 7,360,838 |  |

| Cash generated from operations | 1,993,426 |  | 5,068,976 |  |

29. | CASH AND CASH EQUIVALENTS

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

| Year ended 30 June 2025

| 30/6/25 |  | 1/7/24

| £ | £

| Cash and cash equivalents | 879,851 |  | 2,479,520 |  |

| Year ended 30 June 2024

| 30/6/24 |  | 1/7/23

| £ | £

| Cash and cash equivalents | 2,479,520 |  | 1,681,011 |  |

30. | ANALYSIS OF CHANGES IN NET DEBT

| At 1/7/24 | Cash flow | At 30/6/25

| £ | £ | £

| Net cash |

| Cash at bank and in hand | 2,479,520 |  | (1,599,669 | ) | 879,851 |  |

2,479,520 |  | (1,599,669 | ) | 879,851 |  |

| Debt

| Finance leases | (888,357 | ) | 427,197 |  | (461,160 | ) |

| Debts falling due within 1 year | (3,207,300 | ) | 174,000 |  | (3,033,300 | ) |

| Debts falling due after 1 year | (9,524,700 | ) | 1,058,300 |  | (8,466,400 | ) |

(13,620,357 | ) | 1,659,497 |  | (11,960,860 | ) |

| Total | (11,140,837 | ) | 59,828 |  | (11,081,009 | ) |