Harlequin Campus Limited - Limited company accounts 20.1

REGISTERED NUMBER: 10984815 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2021

FOR

HARLEQUIN CAMPUS LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

S J Pope

C D O Jillings

L Dalrymple

D J Morgan

R I Powell

REGISTERED OFFICE:

Twickenham Stoop Stadium

Langhorn Drive

Twickenham

Middlesex

TW2 7SX

REGISTERED NUMBER:

10984815 (England and Wales)

AUDITORS:

Lewis Brownlee (Chichester) Limited

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

The directors present their report with the financial statements of the company for the year ended 30 June 2021.

DIVIDENDS

There were no dividend distributions during the current or previous year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 July 2020 to the date of this report.

S J Pope

C D O Jillings

L Dalrymple

D J Morgan

R I Powell

DIRECTORS' RESPONSIBILITIES STATEMENT

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Lewis Brownlee (Chichester) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

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

ON BEHALF OF THE BOARD:

S J Pope - Director

20 December 2021

Opinion

We have audited the financial statements of Harlequin Campus Limited (the 'company') for the year ended 30 June 2021 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 June 2021 and of its loss for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

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

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

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

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

-

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

-

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

-

we focused on specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the company, including legislation such as the Companies Act 2006,
taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

-

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

-

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

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

-

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

-

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

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

-

performed analytical procedures to identify any unusual or unexpected relationships;

-

tested journal entries to identify unusual transactions;

-

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

-

investigated the rationale behind significant or unusual transactions

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

-

agreeing financial statement disclosures to underlying supporting documentation;

-

reading the minutes of meetings of those charged with governance;

-

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

-

reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Chartered Accountants

Statutory Auditors

Appledram Barns

Birdham Road

Chichester

West Sussex

PO20 7EQ

20 December 2021

TURNOVER

-

Administrative expenses

89,549

6,871,939

OPERATING LOSS

4

(89,549

)

(6,871,939

)

Interest payable and similar expenses

5

407,003

323,374

LOSS BEFORE TAXATION

(496,552

)

(7,195,313

)

Tax on loss

6

-

LOSS FOR THE FINANCIAL YEAR

(496,552

)

(7,195,313

)

LOSS FOR THE YEAR

(496,552

)

(7,195,313

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE LOSS FOR THE
YEAR

(496,552

)

(7,195,313

)

CREDITORS

Amounts falling due within one year

7

2,907,679

2,668,330

NET CURRENT LIABILITIES

(2,907,679

)

(2,668,330

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,907,679

)

(2,668,330

)

CREDITORS

Amounts falling due after more than one
year

8

5,105,636

4,848,433

NET LIABILITIES

(8,013,315

)

(7,516,763

)

CAPITAL AND RESERVES

Called up share capital

10

1

Retained earnings

11

(8,013,316

)

(7,516,764

)

SHAREHOLDERS' FUNDS

(8,013,315

)

(7,516,763

)

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2021 and were signed on its behalf by:

D J Morgan - Director

Called up

share

Retained

Total

capital

earnings

equity

£

Balance at 1 July 2019

1

(321,451

)

(321,450

)

Changes in equity

Total comprehensive loss

-

(7,195,313

)

(7,195,313

)

Balance at 30 June 2020

1

(7,516,764

)

(7,516,763

)

Changes in equity

Total comprehensive loss

-

(496,552

)

(496,552

)

Balance at 30 June 2021

1

(8,013,316

)

(8,013,315

)

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

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.

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates

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

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

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.

Equity instruments

Equity instruments issued by the company 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 company.

Financial instruments

The company 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 company's statement of financial position when the company 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.Financial assets, other than those held at fair value through the profit and loss, are assessed for indicators of impairment at each reporting end date.

Impairment of financial instruments

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 assets, 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 loss 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 company 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 company 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 company's contractual obligations expire or are discharged or cancelled.

Taxation

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

Going concern

At the year end the company had net liabilities of £8,013,315 (2020: £7,516,763) which includes a loans totalling £8,012,315 (2020: £7,448,546) from other group companies.

The other group companies also place reliance on support from the group's principal shareholder which has confirmed that at the year end, loans due to it were not due for repayment until at least 31 March 2023. The group overall has net current liabilities and net liabilities of which includes a loan of £30,308,446 (2020: £27,949,969) due to Blue Sky Holdings Limited.

Blue Sky Holdings Limited has confirmed that it intends to provide financial support to enable the group to meet its liabilities as and when they fall due until at least 31 March 2023. The directors believe that Blue Sky Holdings Limited has adequate resources to continue to provide a sufficient level of support and based on this, the provision of a letter of support and current and previous actual provision of support, therefore consider it appropriate to prepare financial statements on the going concern basis. The financial statements do not include any adjustment that would result if the going concern assumption was found to be inappropriate.

At the time of approving the financial statements, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs or directors' remuneration for the year ended 30 June 2021 nor the period ended 30 June 2020.

4.	OPERATING LOSS

The operating loss is stated after charging:

2021

2020

£

Auditors' remuneration

1,000

Impairment of work in progress

-

6,870,939

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2021

2020

£

Bank loan interest payable

282,664

275,994

Other interest payable

124,339

47,380

407,003

323,374

£282,664 (2020: £275,994) included within bank loan interest is the company's apportionment of interest charged on group lending.

£124,339 (2020: £47,380) included within other interest paid, relates to interest charged on amounts owed to group undertakings.

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 June 2021 nor for the year ended 30 June 2020.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2021

2020

£

Amounts owed to group undertakings

2,906,679

2,600,113

Accruals and deferred income

1,000

68,217

2,907,679

2,668,330

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2021

2020

£

Amounts owed to group undertakings

5,105,636

4,848,433

9.	SECURED DEBTS

The following secured debts are included within creditors:

2021

2020

£

Loans from group undertakings

5,105,636

4,848,433

Included in the above is a loan that is secured by way of a fixed and floating charge.

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2021

2020

value:

£

1

Ordinary

£1

1

11.

RESERVES

Retained

earnings

£

At 1 July 2020

(7,516,764

)

Deficit for the year

(496,552

)

At 30 June 2021

(8,013,316

)

12.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption available in section 33 of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group on the grounds that Harlequin FC Holdings Limited publishes consolidated financial statements.

Harlequin Football Club Limited

98% subsidiary of the immediate parent entity

At the year end £2,906,679 was owed to (2020: £2,600,113) Harlequin Football Club Limited.

13.	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 Campus Limited is Prime Life Common Fund Limited, a company domiciled in Bermuda.

The results of Harlequin Campus Limited are consolidated into their immediate parent, Harlequin FC Holdings Limited, a company registered and domiciled in England and Wales. Group accounts are available from Harlequin FC Holdings Limited, Twickenham Stoop Stadium, Langhorn Drive, Twickenham, Middlesex, TW2 7SX.