Rangers Football Club is a professional football club in Glasgow, Scotland. The team competes in the Scottish Premiership, the top division of Scottish football. The club is often referred to as Glasgow Rangers, though this has never been its official name. It is the fourth-oldest football club in Scotland, founded by four teenage boys as they walked through West End Park, in March 1872, where they discussed the idea of forming a football club.
Rangers’ home ground, Ibrox Stadium was designed by stadium architect Archibald Leith and opened in 1929.
The audited consolidated income statement shows revenue of £94.1 million (FY24: £88.3 million), an increase of 6.6%.
Operating expenses fell to £92.2 million (FY24: £96.2 million), and other operating income swung from a £4.8 million loss to a £726k credit. The net effect was an operating profit before player registration transactions of £2.7 million, a meaningful turnaround from a loss of £1.99 million in FY24 and the first such profit at this level since the post-2012 era began.
Below this line, however, the picture darkens. Amortisation and impairment of player registrations of £12.7 million, plus a £586k loss on disposal of player registrations (versus a £5.6 million gain in FY24), drag the result back to an operating loss of £10.7 million. Non-recurring costs of £471k and finance costs of £3.8 million take the pre-tax loss to £14.95 million. A deferred tax credit of £136k produces a loss for the year of £14.8 million (FY24 loss: £17.17 million). Basic loss per share is 3.01p (FY24: 3.84p).
The headline EBITDA disclosure (“Operational EBITDA”) is £5.6 million (FY24: -£224k), and the wage/turnover ratio (first team) has fallen sharply from 46% to 38%. Both metrics flatter the result because they exclude player amortisation and disposal losses, which are the genuine economic costs of running a squad. Investors should view player amortisation as an operating cost; on that economic basis the club ran an operating loss of £10.7 million and Operational EBITDA is largely a presentational construct.
A comparison of the cash story versus the accounting story is instructive.
Cash from operating activities was £12.1 million (FY24: -£7.7 million); investing activities consumed £14.1 million (FY24: £3.5 million), driven by gross Capex of £25.1 million on intangibles and PP&E partially offset by £12.8 million of player sale proceeds; and financing activities supplied a net £30.8 million, of which £20 million was a fresh share issue, £19.058 million was new loans drawn and £7.3 million of loans repaid, with a £938k lease payment. Cash and equivalents rose from £1.716 million to £30.5 million, the most material change in the balance sheet and the principal evidence that the recapitalisation has materially changed the club’s near-term liquidity.
Revenue composition
The revenue line is more diversified than in any previous year. Gate receipts and hospitality of £45.0 million (47.8% of total) increased a modest 2.8%, despite the fact that the club hosted only 19 home league fixtures, 4 home cup matches, 7 home European ties and zero home friendlies, the latter explained by stadium works at Ibrox in summer 2024 (Rangers played some “home” matches at Hampden during reconstruction of the Copland Road stand; the average attendance figure of 48,205 in the report is calculated on matches not played at Hampden). Season-ticket revenue was £20.6 million on 44,175 season tickets at an average price of £467 (FY24: £427), an inflation-led 9.4% price uplift on barely changed volume.
UEFA prize money and solidarity of £17.86 million (19.0%) was almost identical to FY24’s £17.35 million, reflecting another season of group-stage European football (the 2024/25 Europa League). Broadcasting rights of £6.3 million (6.7%) were below FY24’s £6.7 million, a weakness the club attributes to the structurally low SPFL central deal.
Commercial partnerships and sponsorships of £7.4 million (7.8%) edged below FY24’s £7.9 million, while retail and other commercial activities of £11.9 million (12.6%) were broadly flat. Other revenue of £5.6 million (6.0%) is the standout: it has more than quintupled from £1.05 million and is driven by the new catering partnership, security work and non-stadium football activity. The catering contract is, on the disclosures available, the single largest commercial change since the prior year.
Retail income within “Retail and other commercial activities” was £6.6 million (FY24: £6.8 million), reflecting the fifth and final year of the Castore manufacturing deal. From 2025/26 the club’s primary brand on the playing kit becomes Umbro under new commercial terms, with the Castore-fronted relationship moving into a different shape; the report flags the megastore, a new online platform and additional stores as deliverables of the renegotiated arrangement.
Cost base
Total operating expenses of £104.9 million (FY24: £109.8 million) reflect three offsetting moves.
Staff costs of £57.75 million (FY24: £61.20 million) fell £3.4 million as the playing squad was thinned through the Clement-era exits and as the 2024/25 player roster shrank from 97 to 90 professional footballers. Other operating charges fell to £31.1 million(FY24: £32.0 million).
Amortisation and impairment of player registrations decreased to £12.7 million (FY24: £13.6 million), reflecting the lower carrying value of the squad after the heavy disposals of the prior cycle. Working against these reductions, depreciation rose modestly with the new right-of-use assets, and the club picked up additional non-recurring legal/contract dispute costs of £471k.
Auditor’s remuneration totalled £113k (FY24: £108k) for audit services, with non-audit fees of £34k, comprising £17k of audit-related assurance and £17k of tax compliance/advisory work. The auditor is Azets Audit Services (Michael Walker, Senior Statutory Auditor). The audit opinion is unqualified, with going concern explicitly addressed without modification.
Profit and loss “below the line”: player trading and finance costs
The net result of player trading is the single biggest swing factor between FY24 and FY25 outside revenue.
In FY24 the club booked £5.63 million of disposal profits (the cycle in which Lundstram, Tillman and Lawrence were monetised). In FY25 the disposal line turned to a £586k loss, indicating that asset sales did not exceed remaining carrying value. Note 10 shows player intangible additions of £14.85 million (mainly the prior-year Cortes loan-to-buy and other replacements), disposals at cost of £19.3 million (cost £19.3 million, accumulated amortisation eliminated £17.4 million) and an impairment provision of £424k.
The Group also disclosed 14 players individually carried at over £500k, representing 92% of net book value, with a weighted average remaining amortisation period of 31 months.
Finance costs of £3.8 million comprise interest on lease finance (£94k), other interest of £1.99 million (effectively the cash cost of investor and bank debt), interest received of £272k, notional interest on deferred player receivables of -£563k (a credit), and notional interest on deferred player payables of £2.560 million (a charge). The notional interest charges arise because the club acquires several players on extended payment terms, so transfer fees are split between principal and a deemed financing cost. The £2.56 million notional charge implies a sizeable population of deferred transfer payables, consistent with the £20.37 million of player payables disclosed in note 16 (£12.77 million current, £8.36 million non-current, less £763k notional discount).
Tax: the £136k credit is purely a movement in the deferred tax balance on freehold property; current tax remains £nil. The note 19 disclosure that the Group has £119.3 million of unrecognised tax losses is highly material, it generates an unrecognised £29.8 million deferred tax asset. These losses survive from the very loss-making years post-2012 and represent a significant latent shield against future profits, but the directors have judged it imprudent to recognise them, which is consistent with the loss-making trajectory and with prudence.
Cash flow, source and use of capital
The cash flow statement is where the recapitalisation story is most visible.
Operating activities generated £12.1 million. Adjusting back to an indirect-method footing, this includes a £6.5 million increase in trade payables/deferred income, partially offset by a £500k increase in receivables, plus the £6.7 million of working-capital movements that explain how a £14.8 million accounting loss converts into positive operating cash. The single biggest non-cash add-back is amortisation/impairment of intangibles (£12.76 million).
Investing activity used £14.1 million. Gross investment was £16.1 million on intangibles (almost entirely player registrations) plus £9.0 million on PP&E (the stadium reconstruction). Disposals contributed £12.8 million of cash inflow, with interest paid of £1.8 million. Net capital expenditure on football assets (intangibles less disposals) was £3.3 million, but PP&E spend was a much heavier £9 million as the Edmiston Drive redevelopment continued.
Financing activity is the centre piece. The composition of the £30.8 million net inflow is: £20.0 million fresh equity raise from new investors; £19.01 million of new loans drawn; £7.3 million of loans repaid; £938k of lease payments.
The £20 million equity is the commitment from the 49ers/Cavenagh consortium that was ratified at the General Meeting of 23 June 2025. The £19.058 million of new loans includes drawings under the existing facility extended by John Bennett and Julian Wolhardt, the shareholder/director debt facility was rolled by the legacy debt holders specifically to bridge the takeover and refinance prior tranches, with £6.68 million being repaid in the year.
Note 27 discloses gross opening director-loan balances of £22.3 million, repaid £6.68 million, with £17.38 million of pre-existing investor debt converted into newly issued shares as part of the change-of-control transaction, and £18.04 million of new loans drawn, leaving £16.3 million at year-end. The £17.38 million debt-to-equity conversion is the single largest non-cash recapitalisation step, and is also why the £20 million cash equity infusion was accompanied by share issuance with a notional value materially larger than £20 million.
The closing cash balance of £30.5 million is exceptional by RIFC standards (FY24: £1.716 million), but the report itself states explicitly that this cash was raised partly to fund working capital and partly to fund the purchase of additional shares in connection with the Group’s change of ownership. In other words, a portion of the financing inflow is dedicated to consideration paid to selling shareholders rather than retained at the operating level.
Balance sheet, from technical insolvency risk to qualified solvency
Net assets have almost doubled, from £23.8 million to £45.48 million. This rebuild is, however, almost entirely a function of capital injections, £20 million of fresh equity and the conversion of £17.4 million of investor loans, rather than a swing in retained earnings, which moved from -£106.9 million to -£121.3 million (i.e., another £14.5 million deeper into accumulated deficit).
The accumulated deficit on the parent company balance sheet is even more severe: -£95.7 million for the Company against -£58.9 million the prior year, after a £36.8 million loss for the year on the Company’s standalone accounts (a loss enlarged by a £36.0 million impairment to the carrying value of the investment in subsidiaries, see note 11, where the cumulative provision against The Rangers Football Club Ltd is now £90.6 million on £143.4 million of cumulative cost).
Working capital remains stretched but materially improved. Current assets of £53.2 million (FY24: £35.2 million) now sit above current liabilities of £81.4 million (FY24: £84.2 million), giving a net current liability position of £28.21 million, less than half of the £49 million a year ago. Of the £36.2 million of deferred income within current liabilities, the bulk is unearned season-ticket and hospitality revenue that will be released to the income statement during FY26.
Property, plant and equipment of £67.0 million (FY24: £66.3 million) is largely Ibrox Stadium and the Auchenhowie training centre, held at fair value under IAS 16’s revaluation model and tested annually. The directors valued the freehold properties at fair value at 30 June 2025, with the cash flow model used in impairment testing yielding £7.6 million of headroom over carrying value at the football-operations CGU level. The directors specifically state that this £7.6 million of CGU headroom does not relate to the freehold properties, so no revaluation adjustment was required. This is a finely balanced judgement: the impairment sensitivities (note 1) show that a 5.41% reduction in forecast European income, or an increase in the discount rate to 13.85% from 13.0%, or a 14.10% above-budget transfer-spend overrun would individually trigger an impairment.
Total liabilities are £114.7 million (FY24: £119.6 million). Notable composition: £14.5 million current other loans, £5.5 million non-current other loans (combined £19.9 million, on a face value of £20.8 million discounted by an £891k IFRS effective-interest adjustment), £29.8 million current trade and other payables, £12.57 million non-current trade and other payables, £6.6 million deferred tax liability, and £43.8 million of deferred income. Provisions previously disclosed for legacy retail-related litigation have been reallocated to other creditors because the obligations have crystallised into a defined payment schedule; total settlement-related liabilities under other creditors (current and non-current) are £5.55 million.
Long-term debt, sources, structure and security
Total interest-bearing debt at 30 June 2025 comprises: £19.9 million of other loans amortised cost (£20.8 million face value); £1.88 million of lease liabilities (on a £1.96 million gross commitment). The breakdown of other loans by source is: investor loans of £16.3 million at face value (the Bennett-Wolhardt secured facility); bank loans of £1.79 million; and the Premier Division Support Fund loan of £2.75 million face value, fair-valued to £1.86 million because it is non-interest-bearing.
The investor loans are the dominant component. Note 27 names two director-lenders: John Bennett (£4.65 million under a primary facility, plus £9.16 million under a separate drawdown facility, equaling £13.8 million gross of principal) and Julian Wolhardt (£2.5 million under the primary facility), totalling £16.31 million of principal. Interest is at 4% per annum on an accruals basis, with quarterly instalments scheduled to a final repayment of 31 July 2028 and acceleration triggers on certain unspecified events. John Bennett (in his capacity as security trustee for the lenders) holds standard security over Edmiston House, with non-current assets of £12.49 million pledged under standard security and a further £3.69 million pledged under leases. The use of Bennett as security trustee post-his exit as Chairman is the institutional reflex that keeps the relationship between former and continuing lenders clean during the change of control.
The Premier Division Support Fund loan is a 1998-vintage interest-free loan from the Scottish Ministers, repayable over 20 years, on which the interest-rate effect under IFRS is recognised as grant income at inception and released through the income statement at the imputed effective rate. Its £891k IFRS adjustment underpins a £710k unwinding charge in the year. This is genuinely cheap money but it is being amortised away naturally.
The note 16 ageing of trade and other payables also reveals a heavy non-current obligations schedule: trade creditors of £5.44 million due more than one year (£3.5 million one-to-two years, £1.86 million two-to-five, £45k beyond five), other creditors of £4.69 million due more than one year (a high £2.92 million of which is due beyond five years, almost certainly the unwinding of the legacy retail-litigation settlements), and accruals of £2.4 million. Combined with player payables of £20.4 million (£12.8 million current, £8.4 million non-current, less notional discount), the club retains a meaningful shadow debt obligation in the form of deferred transfer instalments. On a fully loaded basis the economic indebtedness of the Group, including deferred player payables and lease liabilities, is materially higher than the £19.9 million headline of other loans.
The recapitalisation has three legs.
First, on 29 May 2025 Rangers FC LLC, a Delaware company, acquired 51% of the issued share capital of the Group, becoming the ultimate parent undertaking. The acquisition was on a primary issuance plus secondary purchase basis: £20 million of new equity went into the Group as primary capital, and an undisclosed amount went to selling shareholders (Dave King through New Oasis, John Bennett and others) as secondary consideration, with regulatory approval from the Scottish FA. Sky reported an initial $26 million commitment; the £20 million figure in the financial statements is the cash equity that reached the company’s balance sheet. The transaction was approved at an Extraordinary General Meeting on 23 June 2025.
Second, £17.38 million of pre-existing investor debt was converted to equity. The mechanics are visible in the share-capital reconciliation: 184,974,800 new ordinary shares of 1p were issued, taking the share count from 447,248,285 to 632,223,085. Share capital rose £1.85 million, share premium rose by £35 million(gross of £158k of issue costs), giving total proceeds of £36.8 million. Subtracting the £20 million cash element gives £17.34 million of consideration in non-cash form, exactly the figure disclosed in note 27 as the loan-to-equity conversion. The capital contribution reserve, which had stood at £367k as the equity component of below-market-rate investor loans, has gone to nil because those loans no longer exist.
Third, the existing debt holders extended fresh facilities. £18.04 million of new loans were drawn during the year. Net of the £6.69 million repaid, this represents £11.4 million of new investor debt. Combined with the cash equity, the total liquidity injection is £31.35 million broadly consistent with the £31.1 million of net receipt from investors referenced in the cash flow narrative.
The result, in capital-structure terms, is that Rangers exit the year with: a much lower stock of investor debt (£16.3 million face value vs £22.3 million a year ago); a substantially larger equity base (£45.5 million vs £23.8 million); and £30.5 million of cash. Net debt (interest-bearing debt less cash) has flipped from £24 million positive a year ago to a £10.6 million net cash position, a transformation that reflects a textbook financial restructuring rather than improved trading.
Player trading
The intangible assets note shows player registration cost rising from £39.96 million at July 2023 to £48.99 million at July 2024 to £44.58 million at June 2025, with cumulative amortisation of £20.87 million and provisions for impairment of £424k. The disposal pattern is ferocious: £19.26 million of cost retired in FY25 versus £12.0 million the year before, indicating a high-velocity model in which players are bought and sold quickly. The implied average asset life is short, and the £586k loss on disposal in FY25, meaning fees received roughly equaled remaining net book value , confirms that the cycle is not generating disposal profits at scale. This is materially weaker than FY24’s £5.6 million disposal gain.
Cash flows tell the same story. £16.11 million was paid for intangibles (almost entirely player rights) and £12.8 million was received from disposals, net outflow of £3.28 million. Adjusting for the deferred elements visible in the balance sheet, the gross commitment to the squad is higher: player registration receivables fell from £11.51 million carrying value (£12.1 million face) to £524k (£540k face), implying that £8 million+ of cash was collected during the year against prior-period sales. Player registration payables fell from £23.09 million to £20.37 million, implying £2.7m of net unwinding.
The most significant feature is the credit-risk concentration: of the £19.3 million total trade receivable balance, £540k is from “other football clubs” (a startlingly low figure compared with FY24, when player receivables alone were £11.5 million) and £8.2 million is season-ticket-related receivables on deferred payment plans. The shift suggests that prior-year disposals to creditworthy major-league clubs have largely been collected, but that the FY25 disposal cohort generated less deferred receivable tail. Translation: the Group is no longer being financed by future club-to-club transfer income to the same degree.
Note 30 (post-balance-sheet) discloses a major summer 2025 transfer round:
14 player registrations purchased on permanent or loan terms, 6 sold on permanent terms and 4 loan-out arrangements, with a net total payable of £14.7 million. This is a heavy cash commitment undertaken in the 6-8 weeks immediately after year-end, financed by the £30.5 million cash on hand. It is consistent with the approximately £30 million of gross spend reported in the press during the Russell Martin rebuild (Aarons, Rothwell, Aasgaard, Fernandez, Cameron, Cortes, Djiga, Gassama, Antman and others). The £14.7 million net number tells you the disposals (e.g., Hagi, Lawrence, Balogun, Devine departures cited in trade press as zero-fee, plus paid sales such as parts of the Diomande/Igamane sphere) only partially offset the new spend. The Group has therefore committed approximately half of the cash buffer raised in the takeover to one transfer window.
Going concern, covenants and the impairment model
The Board’s going concern opinion is built on a cluster of forward assumptions disclosed in note 1: that Rangers will finish first or second in the SPFL Premiership in 2025/26 and participate in a UEFA group stage in 2026/27 onwards; that season-ticket sales remain consistent with historical levels with annual inflationary uplifts; that matchday revenues grow with on-pitch performance; that retail returns to growth under Umbro/megastore; and that the Group can secure further debt or equity from investors as a contingency. Critically, the Board states that they have a “letter of support from owners” together with the option to draw down further loan facilities — that letter of support is the document that allows the auditor to give an unqualified going concern opinion in spite of the current-liability stretch and the fragility of the impairment-test headroom.
The impairment-test sensitivities are notably tight. £7.6 million of headroom on a CGU with carrying assets of well over £100 million is small. A 5.41% reduction in forecast European income, easily absorbed by a single failure to qualify for the Champions League group stage in any one cycle, would tip the model into impairment. A 0.85 percentage-point increase in the discount rate (to 13.85%) would do the same. A 9.37% reduction in retail revenue would do the same. These are un-observable Level 3 inputs, and the actual events of August 2025 (the 9-1 aggregate Champions League playoff humiliation by Club Brugge) and October 2025 (Russell Martin sacked, Rangers sixth in the table, eight points off Celtic and 13 off Hearts, Danny Röhl appointed) place several of the modelled assumptions under direct pressure. The directors’ acknowledgement that “achievement of its forecast is critically dependent on a number of the key assumptions noted above” is unusually candid for a UK report and amounts to a coded warning to the reader.
Post-balance-sheet events — what changed after 30 June 2025
The financial statements were authorised for issue on 15 October 2025 and signed by Patrick Stewart, but the disclosed post-balance-sheet events are concentrated within note 30 and the Strategic Report. They are:
The re-registration from public limited company (PLC) to private limited company (LTD) on 1 July 2025, following the EGM. This was a structural change requested by the new majority shareholder, almost certainly because there is no longer any plausible public-listing strategy and because the LTD form gives the company a longer 9-month statutory filing window (versus 6 months for a PLC), useful for a club whose financial year is fixed by the football calendar rather than the corporate one. The current report was authorised on 15 October 2025, three and a half months after year-end, well within the new LTD window but a month later than the historic PLC pattern.
The men’s first-team management change in October 2025 (Russell Martin sacked on 5 October after 17 games, only 5 wins, with the 9-1 aggregate Brugge loss the proximate trigger; Danny Röhl appointed on 20 October on an initial deal to summer 2028). The women’s first-team management changed in July 2025. The note 30 cash-net-payable from summer transfer business of £14.7 million ties to the activity. Both items will affect FY26 staff costs and player amortisation materially.
The exit from the UEFA Champions League at the playoff round in late August 2025 and the consequent drop into the Europa League will materially reduce 2025/26 European prize money below the £17.86 million booked in FY25, and is not disclosed in the audited statements as a post-balance-sheet event because it was not a present obligation at the reporting date and the going-concern model is built on participation in the Europa League rather than the Champions League.
The economic loss versus a Champions League group stage is widely estimated at £20 million+ and represents a material adverse change to the FY26 cash-flow picture.
The current league position, which at the time of the report’s authorisation (15 October 2025) had Rangers seventh-eighth in the Premiership with one win in eight, is similarly not reflected in the note disclosure but goes to the heart of the going-concern assumption that the club will finish first or second.
The club is also in the early stages of its first transfer window under the new ownership, having committed £14.7 million net of post-balance-sheet transfer activity, sufficient to reduce the cash position from £30.5 million at year-end to approximately £15 million by mid-September on the disclosed numbers, before any operating drawdown. That is roughly the level at which RIFC has historically required investor or facility support to bridge non-matchday months.
Control structure and voting rights
Following the May 2025 transaction, RIFC is a wholly-owned-and-controlled subsidiary of Rangers FC LLC, which holds 51% of the share capital.
The class is undifferentiated: there is one class of ordinary shares of 1p each, and they all carry equal voting rights (note 22). There are no preference shares, no dual-class arrangements, no founder veto rights, and no separate golden share. This is a notable point of contrast with, for example, Manchester United’s A/B share structure under the Glazers. Rangers FC LLC therefore controls all ordinary resolutions outright and, with only marginal additional support from existing shareholders, can carry special resolutions (75%) including those required for capital raises, name changes, articles amendments and class consents. The re-registration from PLC to LTD, ratified at the 23 June 2025 EGM, is the clearest demonstration of that control.
The remaining shareholders are a constellation of legacy investors. According to public disclosures Douglas Park (or vehicles he controls), George Taylor, Stuart Gibson and Perron Investments LLC (the family vehicle through which John Halsted holds his economic interest) each retained shareholdings of around or above 5% post-deal. Dave King, historically the largest single shareholder through the New Oasis vehicle, sold a substantial portion of his stake to the consortium, as did John Bennett. The associate Rangers Retail Limited continues to be classified as such because, although the Group holds 25.5% of voting rights (the parties acknowledge a clerical error that should be corrected to 51%), the Group does not control day-to-day decision making owing to the heavy A-share rights held by SDI Retail Services Limited; the entity itself is non-trading and is being wound up.
Rangers FC LLC is registered in Delaware, USA. Its economic ownership is led by Andrew Cavenagh as the largest individual contributor and consortium leader, with 49ers Enterprises (the investment arm of the San Francisco 49ers, ultimately controlled by the York family) as the largest institutional contributor. The reason 49ers Enterprises is not listed as the lead member is significant: under existing Scottish FA dual-ownership rules and EFL/Premier League cross-holding rules, Marathe and 49ers Enterprises were limited in the size of stake they could take while also owning Leeds United. Cavenagh’s separate pool of personal capital was therefore essential to crossing the 51% threshold without breaching dual-ownership thresholds. Other consortium contributors include Eugene Schneur (himself a co-owner of Leeds United), Andrew Clayton, and Mark Taber, each of whom provided some capital and has joined the board.
Board members, biographies
Andrew Cavenagh, Chairman (appointed 30 May 2025). American, Swarthmore College BA in Economics (1992). Began career in commercial banking at M&T Bank, then moved to Berkley Accident & Health as Senior Vice President. Co-founded Garnet Captive Services and Elevate Insurance Services in the late 2000s. Founded ParetoHealth in 2011 with Andrew Clayton. Built it into a self-insurance group captive platform managing approximately $6.6 billion (£5.2 billion) in assets, covering more than one million lives across thousands of mid-market US employers. Took successive private equity re-capitalisations: Great Hill Partners in 2019, Warburg Pincus in 2023. Stepped down as ParetoHealth CEO in February 2025 (replaced by Maeve O’Meara) and took the title of Executive Chairman of ParetoHealth, freeing up time for Rangers. His personal wealth is private; estimates from public commentary place it in the tens of millions to low hundreds of millions of dollars range, predominantly from his ParetoHealth equity, with no published controversies or director disqualifications.
Paraag Marathe,Vice Chairman (appointed 30 May 2025). American, son of Indian immigrants, raised in Saratoga, California. Stanford undergraduate degree (business) and lecturer at Stanford GSB on negotiation in sport. Joined the San Francisco 49ers as Special Projects Manager in 2001 after a stint in management consulting. Now in his 25th year with the 49ers; held roles as 49ers Chief Operating Officer (2010-13), Team President (2014-16) and currently President of 49ers Enterprises and Executive Vice President of Football Operations. Co-architect of the move from Candlestick Park to Levi’s Stadium. Chief contract negotiator for the NFL franchise. Chairman of Leeds United since 2023 (49ers Enterprises took full control that year after starting as a minority investor in 2018). Former Chairman of USA Cricket (2018-23), founder of Major League Cricket. Member of the NFL Future of Football Committee. No reported personal controversies. The Marathe-Leeds-Rangers triangle is the engine of the operating model: a single executive chairing two clubs in adjacent leagues, with explicit strategic ambition to “polish three uncut diamonds.”
Eugene “Gene” Schneur, Non-executive Director (appointed 30 May 2025). American real-estate developer. Co-founder and Managing Director of SBV RE Investments LLC, formed in 2023 with Robert Bennett and former Major League Baseball MVP Mo Vaughn. Their joint track record is reported as 19,400+ units of affordable housing developed across 15 US states over 19 years. Also serves on the Leeds United board (he joined in 2024 alongside Andrew Schwartzberg). His Rangers role places a single individual on the board of two 49ers Enterprises-aligned clubs.
Andrew Clayton, Non-executive Director (appointed 30 May 2025). American, Swarthmore BS in Economics (1996). Co-founder, President and Vice Chairman of ParetoHealth alongside Cavenagh, after earlier roles at Berkley Accident & Health, JB Collins and Commonwealth Risk Services. Based in Philadelphia. Notable in a public-domain sense as the brother of Walter J. “Jay” Clayton III, the 32nd Chairman of the US Securities and Exchange Commission (2017-2020) under President Trump and now Chairman of Apollo Global Management, Clayton family connections give the consortium uncommonly deep contacts in US capital markets and regulatory circles.
Mark Taber, Non-executive Director (appointed 30 May 2025). American. Managing Director at Great Hill Partners, a Boston growth-equity firm with £12bn+ of cumulative commitments. Leads Great Hill’s healthcare investing practice. Joined ParetoHealth’s board in 2019 when Great Hill led the recapitalisation and remains a director after the 2023 Warburg Pincus secondary. Healthcare investment portfolio includes ParetoHealth, Quantum Health, Vatica Health, RxBenefits and Clearwave. Named to GrowthCap’s Top 25 Healthcare Investors lists. Brings institutional private-equity governance experience.
Patrick Stewart, Chief Executive Officer (appointed 16 December 2024). Scottish, raised in Aberdeen, University of Glasgow law graduate. Trained as a solicitor at Maclay Murray & Spens and Burness in Scotland. Joined TEAM Marketing (UEFA’s commercial agency for Champions League and Europa League) in 2001. Moved to Manchester United in 2006 as General Counsel and Company Secretary. Joined Manchester United plc board in 2019. Executive Director of the NYSE-listed parent from 2022. Interim CEO of Manchester United during the 2024 Sir Jim Ratcliffe minority investment, after Richard Arnold’s exit. Court of Arbitration for Sport arbitrator. Working groups at the FA, Premier League and ECA. Appointed by the legacy board (under interim chairman John Gilligan) shortly before the takeover — a pre-positioning move that gave the new owners an experienced executive in place rather than having to recruit one. Stewart is the lead signatory on the financial statements.
Fraser Thornton, Non-executive Director (appointed 16 December 2024). UK-based finance executive who served as the bridge between the previous Bennett/King regime and the consortium during the takeover negotiation. Held the chairman role briefly during the transition. Continued as a director after the deal as a stabilising legacy presence.
George Taylor, Non-executive Director (continuing). British investment banker, Glasgow-born. Geography degree from Durham University, MPhil in International Relations from Cambridge. Joined Morgan Stanley in 2001; current Head of Investment Banking for Asia Pacific and Board Member of the Asian Private Bank. Hong Kong-based. Appointed to RIFC in 2022. Among the largest individual continuing shareholders.
John Halsted, Non-executive Director (continuing). American private equity investor, Wyoming-based. UC Berkeley BA in Economics; Harvard Business School MBA. Founding partner of Pamplona Capital Partners (founded 2005, $12bn+ AUM); held roles as Chief Investment Officer, President and Managing Partner there. Earlier career at Beacon Capital Partners and the Harvard Private Equity Group. First invested in Rangers in 2021 through his family vehicle Perron Investments LLC, taking 4.16% via a £3 million primary share issue. Joined the RIFC board in August 2023.
The departures during or shortly after the year are noteworthy. John Bennett (former chairman, resigned 13 September 2024 for health reasons) was a long-standing significant shareholder and continues as the principal lender behind the £13.81m secured investor-loan facility. John Gilligan (interim chairman from September 2024 to January 2025), Graeme Park (his sister-in-law’s father is associated with Park’s of Hamilton, the existing commercial partner whose £0.5m revenue contract is disclosed as a related-party transaction), Alastair Johnston (the 1990s/2000s-era Rangers director who returned for the 2024/25 cycle) and Julian Juul Wolhardt (the China-based investor who provided £2.5m of the secured loan facility) all stepped down on 30 May 2025 alongside completion of the takeover. Aggregate director remuneration for the year was £323k (FY24: nil, reflecting the pre-takeover practice of compensating only the executive, Stewart was paid £253k for half a year, and Fraser Thornton received £70k).
Funding model
The dominant operating model the consortium imports is the 49ers Enterprises playbook: a long-tenure investor with deep operational and analytics expertise inside the parent NFL franchise, using its salary cap, contract-negotiation, stadium-development and brand-building know-how to lift undervalued assets in adjacent sports. The model was tested at Leeds United, taking a minority stake in 2018, increasing it in 2021, and acquiring full control in 2023; the club won the 2024/25 EFL Championship and returned to the Premier League. Rangers is the third leg of what Marathe has described publicly as “three uncut diamonds.” The capital comes from two distinct pools.
The first pool is the wealth of the York family, which controls the San Francisco 49ers. The Yorks descend from the DeBartolo real-estate fortune (Edward DeBartolo Sr built shopping malls and the original 49ers acquisition; Denise DeBartolo York and her husband John York took control after Edward DeBartolo Jr’s plea deal in a 1990s gambling/extortion case in Louisiana that led to Donald Trump’s 2020 pardon of DeBartolo Jr). The 49ers franchise was valued at $8.6bn in a 2025 minority sale to Bay Area families. The Yorks therefore back the 49ers Enterprises commitments on a multi-billion-dollar balance sheet, although Marathe is not himself a billionaire — he is a career executive whose wealth (estimated in the low to mid eight figures) flows from compensation and equity awards across the 49ers ecosystem. The 49ers’ historical controversies are not direct issues for Marathe but are part of the family backstory.
The second pool is the wealth of Andrew Cavenagh, derived from ParetoHealth. ParetoHealth is a US employee-benefits captive-insurance platform that pools mid-sized employers (50+ employees) into group captives so they can self-insure their healthcare obligations. The model is an arbitrage on the inefficiency of the conventional small-group health insurance market: by aggregating risk across many similarly sized employers and reinsuring catastrophic claims, ParetoHealth captures the savings normally lost to retail insurance margins and shares them with members. The company has taken three institutional capital events: bootstrapping (2011-19), Great Hill Partners’ growth-equity recapitalisation (2019, with Mark Taber joining the board), and Warburg Pincus’ co-control investment (2023, alongside continuing Great Hill participation). Each transaction crystallised value for the founders. Cavenagh’s reported transition to Executive Chairman in February 2025, and the appointment of an institutional CEO, Maeve O’Meara, is consistent with a founder partly cashing out and freeing up time for portfolio investments such as Rangers.
The Cavenagh-Clayton-Taber troika on the Rangers board therefore represents the same coalition that has run ParetoHealth for a decade and a half. This is unusually concentrated for a Scottish football boardroom: one private equity director, two operational founders, and the brother of a former SEC Chair share strategic and personal history. Their natural style is metric-driven, capital-disciplined and execution-oriented, and at ParetoHealth has shown an ability to scale a captive insurance business through serial re-capitalisations without losing operational control. Whether that translates to the unique cash-flow rhythm of Scottish football is the unresolved question of the new ownership.
Cavenagh’s public articulation, “history doesn’t win matches; our focus is to elevate performance, deliver results and bring Rangers back to where it belongs” is consistent with his ParetoHealth track record of explicit, measurable goal-setting. Marathe’s articulation, “I do this in my sleep; we have so many resources and blueprints we can export with relative ease” implies a portfolio approach in which the Rangers operating playbook is partly imported from Leeds and the 49ers, with shared scouts, shared data infrastructure (49ers Enterprises invests in sports analytics), and shared commercial muscle (the Leeds-Red Bull deal Marathe brokered is the analogue Rangers fans should expect to see). The first material on-pitch decision under their ownership, the appointment of Russell Martin in summer 2025, was widely characterised as a Leeds-United-influenced choice in style and pedigree (Martin had previously worked in the EFL/Premiership system Marathe knows). Its rapid failure (sacked after 17 games and a 9-1 European humiliation), and the chaotic search that followed (Steven Gerrard withdrew, Kevin Muscat negotiations broke down, Danny Röhl initially withdrew before being re-engaged), is a public stress test of the consortium’s first football decision and has attracted critical commentary in the Scottish press. The expectation among supporters, given the deep capital base and the operational playbook, was a more orderly process.
The structural management style is collegiate-but-controlled. The CEO (Stewart) was inherited and retained, the technical director (Kevin Thelwell, ex-Everton) was hired in lockstep with the takeover, and the head coach decision was made centrally by the board. The Leeds United model, in which Marathe’s chairmanship is supplemented by a deep technical and commercial executive team — has been imported wholesale.
The history of Rangers’ ownership, concise summary
Rangers Football Club was founded in 1872 and incorporated in 1899. Sir David Murray bought the club in 1988 for £6 million through Murray International Metals, oversaw nine successive league titles (1989-1997), the Walter Smith and Dick Advocaat eras, and a record £80 million+ debt accumulation by the late 2000s. Murray’s tenure was tied to a Bank of Scotland relationship and £50 million of personal underwriting. Throughout 2001-2010, the club used Employee Benefit Trusts to compensate players and staff in a manner subsequently held by the UK Supreme Court (2017) to be tax-evasive, generating an HMRC claim that with penalties exceeded £140 million and contributed materially to the eventual collapse.
In May 2011 Murray sold his 85.3% stake to Craig Whyte’s Wavetower Limited for £1, in a transaction in which Whyte borrowed £26.7 million against future season-ticket sales from Ticketus. Whyte concealed a prior director disqualification, failed to discharge the Lloyds debt as he had pledged, and within nine months put the trading entity into administration over £9 million of unpaid PAYE/VAT. The Rangers Football Club PLC entered administration in February 2012, was renamed RFC 2012 plc, was rejected for a Company Voluntary Arrangement by HMRC in June 2012, and was sold by the administrators (Duff & Phelps) to Charles Green’s Sevco Scotland Ltd for £5.5 million. Sevco Scotland was renamed The Rangers Football Club Ltd. RFC 2012 plc went into liquidation. The newco was placed into the Third Division of the Scottish Football League, a four-tier demotion which crystallised the popular description of “the death of Rangers” in 2012.
Rangers International Football Club PLC, the holding company that is the subject of this report, was incorporated in November 2012 and listed on AIM. Its early shareholder register was a kaleidoscope of speculative investors: Charles Green (14.9%), Mike Ashley (8.9%, later up to 8.92%), Sandy Easdale (later 26.15% of voting rights), Laxey Partners, Blue Pitch Holdings, Margarita Funds, Norne Anstalt, Craig Mather, Legal & General Investment Management, Insight, Cazenove, Hargreave Hale and Artemis. The Mike Ashley/Sports Direct chapter (a £5 million loan, retail rights agreements widely seen as exploitative) was the principal ownership controversy of the 2013-2017 period. Dave King’s regime change of 2015 displaced the Easdale-Ashley axis with a more Rangers-aligned coalition (King via New Oasis, Douglas Park, George Letham, George Taylor); King became chairman in May 2015 after passing the SFA fit and proper test. Ashley sold his entire holding to Club 1872 and Julian Wolhardt in June 2017.
The 2017-2025 period was characterised by chronic operating losses (£14.4m in 2013, £9.8m in 2014, £9.9m in 2015, £2.5m in 2016, £6.3m in 2017, £13.2m in 2018, with broadly flat performance until 2022) and continual recapitalisations through soft loans from directors and supporters’ groups. The club returned to operating profit in 2022 in part on the back of a UEFA Europa League final run. King reduced his stake gradually; John Bennett became chairman in 2023 and stepped down in September 2024 for health reasons, succeeded by John Gilligan as interim chairman. The takeover negotiations with Cavenagh and 49ers Enterprises began in late October 2024 and were announced on 30 May 2025.
In summary, the ownership history is a 35-year arc from prudence (early Murray) through over-leverage (late Murray), catastrophe (Whyte/Green/EBT/liquidation), reconstruction-via-AIM-shareholder-cooperative (Green, Ashley, Easdale, Laxey, King, Park, Bennett, Gibson, Halsted, Wolhardt, Taylor) and now to a private-equity-style controlling shareholder model (Rangers FC LLC). The new structure is the first since 1988 with a single controlling shareholder.
Two changes have already occurred after 30 June 2025 and are visible in the corporate record: the re-registration from PLC to LTD on 1 July 2025, and the change of group parent to Rangers FC LLC effective 29 May 2025 (just inside the reporting period but with reporting consequences). A third, the sacking of Russell Martin and the appointment of Danny Röhl in October 2025, is operational rather than corporate.
The PLC-to-LTD re-registration changed RIFC’s corporate identity from a public company subject to the more onerous Companies Act 2006 disclosure regime, the 6-month statutory filing deadline, and the requirement to file abbreviated accounts in a particular form, to a private limited company with 9 months to file, no requirement to allow share trading, and reduced general-meeting formalities. The shares are not delisted from a public exchange because they were not on one, the AIM listing was cancelled in 2017. The change is therefore a tidying-up exercise rather than a market event. It does, however, simplify the Rangers FC LLC parent’s reporting profile. The board structure itself does not require alteration on re-registration, and existing shareholdings convert one-for-one.
The corporate-control structure post-takeover places Rangers International Football Club Limited (Scotland, SC437060) as a 51%-owned subsidiary of Rangers FC LLC (Delaware), which in turn is a special-purpose investment vehicle whose member-economic interests are not publicly published in detail but which include capital from Cavenagh, 49ers Enterprises (i.e., the 49ers Football Company LLC and the York family interests therein), Schneur, Clayton, Taber and possibly other consortium investors. The Rangers Football Club Limited (Scotland), which is the trading entity that operates the football club, sits as a wholly-owned subsidiary of RIFC, alongside New Edmiston House Limited (the conference and event facility business) and Rangers Media Limited (production and content). The Rangers Football Club Ltd in turn owns 100% of Garrion Security Services Ltd, the in-house security operator. Investments in Rangers Retail Limited (a 25.5% recorded but 51% intended shareholding in a now-non-trading entity in the process of being wound up) are accounted for as an associate.
The operational consequences of the Röhl appointment will not appear in financial statements until 30 June 2026, but they are likely to include a step-up in player amortisation (the £14.7 million net summer commitment crystallises a 2-3 year amortisation tail of perhaps £5-7 million per annum), a partial reversal of the FY25 staff-cost reduction (the new manager and his staff will have higher base costs than Clement’s), and severance costs for Russell Martin and his staff. The downgrade from Champions League to Europa League is similarly a 2026 income-statement event, hitting the UEFA prize money line by £15-25 m illionversus what would have been earned at the Champions League group/league stage.
Several external themes will define how the FY25 financials should be read.
The new owners’ ability to absorb the FY26 European shortfall is real but not unlimited. The £20 million equity injection plus £11 million of net new investor debt has restored the cash position, but the disclosed letter of support, the open-ended further-loan availability, and the £14.7 million net post-balance-sheet transfer commitment all imply that the Group will need either operating cash generation, additional capital from owners, or another good European cycle to remain comfortably solvent through 2026/27.
The Scottish FA dual-ownership rules and EFL/Premier League cross-holding restrictions were and remain a constraint. Marathe and 49ers Enterprises had to be limited in their contribution because Leeds United’s promotion to the Premier League in summer 2025 created a binding cross-holding issue. Cavenagh’s individual contribution is what made the deal compliant. Future top-up investments will require continued attention to these rules, particularly if Leeds United secure further European qualification and end up in the same UEFA competition as Rangers, a scenario that is already plausible given Leeds’ Premier League return.
The Old Firm dynamic is structural. Celtic won the 2024/25 SPFL Premiership by 15 points, won the 2024 League Cup against Rangers on penalties and the 2025 League Cup (against St Mirren), and have won 4 of the last 5 league titles. The economic gulf between the Old Firm clubs has narrowed in recent years, Rangers’ £94 million revenue is now broadly comparable to Celtic’s, but Celtic’s lower wage/turnover ratio (historically 50-55%) and stronger recent UEFA cycle generate a sustainable on-pitch advantage that the Cavenagh-Marathe model is explicitly designed to neutralise.
The litigation overhang is meaningful but contained. Note 28 discloses that previous-years’ retail-related settlement obligations (the legacy of disputes inherited from earlier owner cycles) generated £4.01 million of settlement provision in FY24 and £130k in FY25, with a current “other creditors” balance of £5.55 million representing the unpaid portion. A new dispute with a commercial partner has crystallised during FY25, payable in two instalments. Most significant is an undisclosed dispute with a former employee whom the directors describe as having intimated a claim for unpaid amounts under their employment contract. The Board has invoked the IAS 37 prejudice exemption, which allows it not to disclose details that could damage its negotiating position, a typical and defensible posture, but also one that signals genuine pre-litigation tension.
Conclusion
This is the strongest set of accounts Rangers International Football Club Limited has filed since the entity was created in 2012, but the strength is overwhelmingly attributable to a financial restructuring, not to operational improvement. Revenue is up 6.6%; the wage/turnover ratio has improved; and the operating profit-before-player-trading line is positive for the first time. Yet the headline accounting result is still a £14.8 million loss, accumulated retained losses have widened to £121 million, and the entire forward-looking solvency case rests on a combination of an owners’ letter of support, a £30 million cash buffer largely earmarked for transfer commitments already incurred post year-end, and a forecast top-2 league finish that the events of August-October 2025 have made significantly less likely. The £119 million of unrecognised tax losses is a hidden asset of perhaps £30 million of latent value, but only if the club becomes durably profitable. The £7.6 million of impairment headroom on the football-operations CGU is unusually thin and the disclosed sensitivities place that figure at obvious risk.
The recapitalisation has bought time and credibility. It has not yet bought a sustainable trading profit, on-pitch results, or a clear competitive route back to the SPFL summit. The real test of the Cavenagh-Marathe model will be the FY26 numbers, when the cash from the £20 million equity raise is consumed, when the Champions League shortfall hits the prize-money line, when Röhl’s first squad’s amortisation cost is fully embedded, and when the second tranche of the consortium’s recapitalisation will likely be required.