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REGISTERED NUMBER: 11013618 (England and Wales)
















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2024

FOR

RIMBAL HOLDINGS LIMITED

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


RIMBAL HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 JUNE 2024







DIRECTORS: A I R MacNee
J T Paterson
A B Meeks
N Aspinall
P Pecar





REGISTERED OFFICE: Unit 8
8 Shepherd Market
London
W1J 7JY





REGISTERED NUMBER: 11013618 (England and Wales)





AUDITORS: MHA
Elfed House
Oak Tree Court
Cardiff Gate Business Park
Cardiff
CF23 8RS

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their strategic report of the Company and the Group for the year ended 30 June 2024.

PRINCIPAL ACTIVITIES, REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS
The principal activities of the Rimbal Holdings group are the development of regulatory infrastructure, technology and financial services and its provision, via the ValidPath brand and proposition, to Independent Financial Adviser (IFAs) businesses and a network of Appointed Representatives.

The business strategy of the Group is to enable IFA businesses to operate and thrive, to champion the provision of independent financial advice and to facilitate the exit and succession for retiring IFAs.

The growth strategy of the Group is to support existing Appointed Representatives to grow and to attract new Appointed Representatives and IFAs to the Group.

During the period, the business has continued to grow, with income reaching £19,400,462 from £14,210,317 in 2023. The implementation of the growth plan did result in further investment in technology and increased costs, principally in marketing and staffing to support the implementation of the business plan. Accordingly, during the period, this saw an EBITDA loss of £1,207,540 compared to £504,310 in 2023, which effectively represents an investment in future growth.

At 30 June 2024, the Group had £3,823,087 in cash, and net current assets were £3,958,042 from net current assets of £2,504,025 at 30 June 2023. Net assets have increased to £4,685,494 compared to net assets of £3,309,005 at 30 June 2023.

Since the financial year-end, the Group has secured an additional £2 million investment to support further growth and expansion of its ValidPath business.

Future developments
The Board intend to continue to develop and expand its ValidPath proposition and related support services, including IFA retirement and succession solutions, and expand its marketing programme and technology systems.

PRINCIPAL RISKS AND UNCERTAINTIES
Like all businesses, the Group is exposed to a number of risks. These are regularly monitored and assessed by the Board. Major items are summarised as:

General Economic Climate
The general economic climate is volatile and is affected by numerous factors which are beyond the control of the Group and which may affect its operations, business and profitability.

Financial Markets
The income of the Group is linked to the performance of financial markets which is beyond the control of the Group and that can be impacted by global and macro- economic factors, which may be significant and unpredictable.

Regulatory Changes
The Group has subsidiaries that are regulated by the Financial Conduct Authority (FCA) and Guernsey Financial Services Commission (GFSC). Changes in regulation that are beyond the control of the Group may have an adverse material effect on the business.

Taxation
Changes in government or policy or their interpretation could affect tax classification or treatment within the Group which may have a material impact.


RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Key Personnel
The future performance of the Group will depend on its ability to retain the services and employment of key staff and to recruit, motivate and retain suitably skilled, qualified and experienced personnel. The loss of key personal may have an adverse material effect on the business and/or prospects of the Group.

Technology Systems and Data
Risks associated with technology development and licencing and risks associated with the operation of technology systems and the processing of personal data could have an adverse material effect on the business, its operations and prospects of the Group.

FOR AND ON BEHALF OF THE BOARD:





A I R MacNee - Director


11 December 2024

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


The directors present their report with the financial statements of the Company and the Group for the year ended 30 June 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30 June 2024.

RESEARCH AND DEVELOPMENT
The Group is actively engaged in a number of research and development projects in connection with the development of the technology which underpins the Group's platform operation.

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 2023 to the date of this report.

A I R MacNee
J T Paterson
A B Meeks
N Aspinall

Other changes in directors holding office are as follows:

P Pecar was appointed as a director after 30 June 2024 but prior to the date of this report.

A F B Cuppage ceased to be a director after 30 June 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditors are aware of that information.

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 JUNE 2024


AUDITORS
MHA are appointed as auditors to the Company.

FOR AND ON BEHALF OF THE BOARD:





A I R MacNee - Director


11 December 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RIMBAL HOLDINGS LIMITED


Opinion
We have audited the financial statements of RImbal Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024 which comprise the Consolidated Income Statement, Consolidated Other 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 Consolidated Cash Flow Statement, 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 2024 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and 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 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
RIMBAL 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 Statement of Directors' Responsibilities set out on page four, 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 an auditor's report 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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below:

- Enquiry of management and those charged with governance around actual and potential litigation and claims;

- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

- Reviewing minutes of meetings of those charged with governance;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

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 is available on the Financial Reporting Council's website at: https://www.frc.org.uk/Our-Work/Audit/Audit-andassurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Audito rs-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor's report.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RIMBAL HOLDINGS LIMITED


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.




Laura Farrow MSc BSc FCA (Senior Statutory Auditor)
for and on behalf of MHA
Cardiff
CF23 8RS

17 December 2024


MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership
in England and Wales (OC312313).

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

30.6.24 30.6.23
Notes £    £   

TURNOVER 3 19,400,462 14,210,317

Cost of sales 16,782,340 12,264,165
GROSS PROFIT 2,618,122 1,946,152

Administrative expenses 4,105,050 2,677,547
OPERATING LOSS 5 (1,486,928 ) (731,395 )

Interest receivable and similar income 96,292 23,256
(1,390,636 ) (708,139 )
Amounts written off investments 6 175,000 -
(1,565,636 ) (708,139 )

Interest payable and similar expenses 7 131,268 116,078
LOSS BEFORE TAXATION (1,696,904 ) (824,217 )

Tax on loss 8 (44,440 ) (116,353 )
LOSS FOR THE FINANCIAL YEAR (1,652,464 ) (707,864 )

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

CONSOLIDATED BALANCE SHEET
30 JUNE 2024

30.6.24 30.6.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 1,268,638 1,062,976
Tangible assets 11 21,643 17,586
Investments 12
Interest in associate 1,350,000 1,350,000
Other investments - 175,000
2,640,281 2,605,562

CURRENT ASSETS
Debtors 13 1,235,836 968,515
Cash at bank and in hand 3,823,087 2,509,452
5,058,923 3,477,967
CREDITORS
Amounts falling due within one year 14 1,100,881 973,942
NET CURRENT ASSETS 3,958,042 2,504,025
TOTAL ASSETS LESS CURRENT LIABILITIES 6,598,323 5,109,587

CREDITORS
Amounts falling due after more than one year 15 (1,662,829 ) (1,532,036 )

PROVISIONS FOR LIABILITIES 18 (250,000 ) (268,546 )
NET ASSETS 4,685,494 3,309,005

CAPITAL AND RESERVES
Called up share capital 19 11,407 9,124
Share premium 20 8,308,396 5,281,726
Merger reserve 20 426,436 426,436
Retained earnings 20 (4,060,745 ) (2,408,281 )
SHAREHOLDERS' FUNDS 4,685,494 3,309,005

The financial statements were approved by the Board of Directors and authorised for issue on 11 December 2024 and were signed on its behalf by:





A I R MacNee - Director


RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

COMPANY BALANCE SHEET
30 JUNE 2024

30.6.24 30.6.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 2,166,882 2,341,881
2,166,882 2,341,881

CURRENT ASSETS
Debtors 13 5,378,700 3,923,700
Cash at bank 1,064,119 123,198
6,442,819 4,046,898
CREDITORS
Amounts falling due within one year 14 529,217 570,396
NET CURRENT ASSETS 5,913,602 3,476,502
TOTAL ASSETS LESS CURRENT LIABILITIES 8,080,484 5,818,383

CREDITORS
Amounts falling due after more than one year 15 1,662,829 1,532,036
NET ASSETS 6,417,655 4,286,347

CAPITAL AND RESERVES
Called up share capital 19 11,407 9,124
Share premium 20 8,308,397 5,281,727
Retained earnings 20 (1,902,149 ) (1,004,504 )
SHAREHOLDERS' FUNDS 6,417,655 4,286,347

Company's loss for the financial year (897,645 ) (381,729 )

The financial statements were approved by the Board of Directors and authorised for issue on 11 December 2024 and were signed on its behalf by:





A I R MacNee - Director


RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024

Called up
share Retained Share Merger Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1 July 2022 6,875 (1,700,417 ) 783,976 426,436 (483,130 )

Changes in equity
Deficit for the year - (707,864 ) - - (707,864 )
Total comprehensive income - (707,864 ) - - (707,864 )
Issue of share capital 2,249 - 4,497,750 - 4,499,999
Balance at 30 June 2023 9,124 (2,408,281 ) 5,281,726 426,436 3,309,005

Changes in equity
Deficit for the year - (1,652,464 ) - - (1,652,464 )
Total comprehensive income - (1,652,464 ) - - (1,652,464 )
Issue of share capital 2,283 - 3,026,670 - 3,028,953
Balance at 30 June 2024 11,407 (4,060,745 ) 8,308,396 426,436 4,685,494

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   
Balance at 1 July 2022 6,874 (622,775 ) 783,977 168,076

Changes in equity
Issue of share capital 2,250 - 4,497,750 4,500,000
Total comprehensive income - (381,729 ) - (381,729 )
Balance at 30 June 2023 9,124 (1,004,504 ) 5,281,727 4,286,347

Changes in equity
Issue of share capital 2,283 - 3,026,670 3,028,953
Total comprehensive income - (897,645 ) - (897,645 )
Balance at 30 June 2024 11,407 (1,902,149 ) 8,308,397 6,417,655

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024

30.6.24 30.6.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (1,365,993 ) (790,142 )
Interest paid (474 ) (44,708 )
Tax paid 44,440 75,658
Net cash from operating activities (1,322,027 ) (759,192 )

Cash flows from investing activities
Purchase of intangible fixed assets (473,850 ) (298,338 )
Purchase of tangible fixed assets (15,733 ) (14,517 )
Interest received 96,292 23,256
Net cash from investing activities (393,291 ) (289,599 )

Cash flows from financing activities
Loan repayments in year - (4,500,000 )
Share issue 3,028,953 4,500,000
Net cash from financing activities 3,028,953 -

Increase/(decrease) in cash and cash equivalents 1,313,635 (1,048,791 )
Cash and cash equivalents at beginning of year 2 2,509,452 3,558,243

Cash and cash equivalents at end of year 2 3,823,087 2,509,452

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.6.24 30.6.23
£    £   
Loss before taxation (1,696,904 ) (824,217 )
Depreciation charges 279,863 227,085
Movement in provisions (18,546 ) (97,803 )
Impairment of investments 175,000 -
Finance costs 131,268 116,078
Finance income (96,292 ) (23,256 )
(1,225,611 ) (602,113 )
Increase in trade and other debtors (267,321 ) (423,928 )
Increase in trade and other creditors 126,939 235,899
Cash generated from operations (1,365,993 ) (790,142 )

2. 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 2024
30.6.24 1.7.23
£    £   
Cash and cash equivalents 3,823,087 2,509,452
Year ended 30 June 2023
30.6.23 1.7.22
£    £   
Cash and cash equivalents 2,509,452 3,558,243


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.7.23 Cash flow At 30.6.24
£    £    £   
Net cash
Cash at bank and in hand 2,509,452 1,313,635 3,823,087
2,509,452 1,313,635 3,823,087
Debt
Debts falling due after 1 year (1,532,036 ) (130,793 ) (1,662,829 )
(1,532,036 ) (130,793 ) (1,662,829 )
Total 977,416 1,182,842 2,160,258

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024


1. STATUTORY INFORMATION

RImbal Holdings 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 General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


Amounts are rounded to the nearest pound.

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.

There have been no material departures from Financial Reporting Standard 102.

Going concern
In making their assessment of going concern, the directors have considered forecasts for the business and broad economic factors generally. At the time of approving the financial statements, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for a period of at least one year from the date of approval. Accordingly, these financial statements have been prepared on the going concern basis.

Basis of consolidation
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The Group uses the purchase method of accounting to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of the minority interest. The excess of the cost of acquisition over the fair value of the Group's share of identifiable assets is recorded as goodwill.

Transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed (where necessary) to ensure consistency with the policies adopted by the Group.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates
Many of the amounts included in the financial statements involve the use of judgements and/or estimation. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. Information about such judgements and estimation is contained in the accounting policies and/or the notes to financial statements.

Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2018, is being amortised evenly over its estimated useful life of ten years.

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.

Development costs are being amortised evenly over their estimated useful life of ten years.

Computer software is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
Computer equipment - 25% on cost, 20%-33% on cost and Straight line over 1 year

Investments in associates
Investments in associate undertakings are recognised at cost.

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

Financial liabilities are offset, with 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 includes debtors 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 method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Convertible loan notes
The component parts of compound financial instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. On initial recognition the financial liability component is recorded at its fair value. At the date of issue, in the case of a convertible bond denominated in the functional currency of the issuer that may be converted into a fixed number of equity shares, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity and is not subsequently remeasured.

Transaction costs are apportioned between liability and equity components of the convertible instrument based on their relative fair values at the date of issue. The portion relating to the equity component is charged directly against equity. Where the financial liability component meets the criteria in (i) above, the finance costs of the financial liability are recognised over the term of the debt using the effective interest method. If those criteria are not met, the financial liability component is measured at fair value through the profit and loss account.


RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued
Impairment of financial assets
Financial assets, other than those held at fair value through profit and 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 the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in 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 profit or loss.


Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows 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
Basic financial liabilities, including creditors and bank loans 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. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Derecognition of financial liabilities
Financial liabilities are derecognised when the Group’s contractual obligations expire or are discharged or cancelled.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.


RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


2. ACCOUNTING POLICIES - continued
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
Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same year unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period for which the group is expected to benefit.

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.

Certain subsidiaries did not operate a company pension scheme during the period. Where applicable, these companies made contributions to directors' and employees' own personal pension schemes.

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.

Provisions
The Group maintains provisions against potential claims required to be paid by certain subsidiaries in respect of customer complaints. The provision is calculated based on directors' estimates of potential liabilities.

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:

30.6.24 30.6.23
£    £   
Fees and commission income 19,400,462 14,210,317
19,400,462 14,210,317

An analysis of turnover by geographical market is given below:

30.6.24 30.6.23
£    £   
United Kingdom 19,400,462 14,210,317
19,400,462 14,210,317

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


4. EMPLOYEES AND DIRECTORS
30.6.24 30.6.23
£    £   
Wages and salaries 2,013,347 1,179,225
Social security costs 232,801 128,621
Other pension costs 125,547 79,959
2,371,695 1,387,805

The average number of employees during the year was as follows:
30.6.24 30.6.23

Management and administrative 35 21

There were no retirement benefits accruing to directors in the period or the previous period.

The total amount of pension costs charged in the period was £125,547 (2023: £79,959). At the period end, £18,656 of contributions were unpaid (2023: £6,199).

30.6.24 30.6.23
£    £   
Directors' remuneration 306,041 301,187
Directors' pension contributions to money purchase schemes 400 -

Information regarding the highest paid director is as follows:
30.6.24 30.6.23
£    £   
Emoluments etc 283,541 278,687
Pension contributions to money purchase schemes 400 -

5. OPERATING LOSS

The operating loss is stated after charging:

30.6.24 30.6.23
£    £   
Depreciation - owned assets 11,676 15,881
Goodwill amortisation 137,172 137,172
Computer software amortisation 131,016 74,033
Auditors' remuneration 28,650 27,000

6. AMOUNTS WRITTEN OFF INVESTMENTS
30.6.24 30.6.23
£    £   
Amounts written off investments 175,000 -

7. INTEREST PAYABLE AND SIMILAR EXPENSES
30.6.24 30.6.23
£    £   
Bank interest 476 131
Interest payable 130,792 115,947
131,268 116,078

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


8. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
30.6.24 30.6.23
£    £   
Current tax:
UK corporation tax (40,000 ) (40,000 )
Adjustments in respect of prior periods (4,440 ) (75,658 )
Total current tax (44,440 ) (115,658 )

Deferred tax - (695 )
Tax on loss (44,440 ) (116,353 )

9. INDIVIDUAL INCOME STATEMENT

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.


10. INTANGIBLE FIXED ASSETS

Group
Development Computer
Goodwill costs software Totals
£    £    £    £   
COST
At 1 July 2023 1,116,724 2,000 806,717 1,925,441
Additions - - 473,850 473,850
At 30 June 2024 1,116,724 2,000 1,280,567 2,399,291
AMORTISATION
At 1 July 2023 685,860 2,000 174,605 862,465
Amortisation for year 137,172 - 131,016 268,188
At 30 June 2024 823,032 2,000 305,621 1,130,653
NET BOOK VALUE
At 30 June 2024 293,692 - 974,946 1,268,638
At 30 June 2023 430,864 - 632,112 1,062,976

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


11. TANGIBLE FIXED ASSETS

Group
Computer
equipment
£   
COST
At 1 July 2023 71,348
Additions 15,733
Disposals (958 )
At 30 June 2024 86,123
DEPRECIATION
At 1 July 2023 53,762
Charge for year 11,676
Eliminated on disposal (958 )
At 30 June 2024 64,480
NET BOOK VALUE
At 30 June 2024 21,643
At 30 June 2023 17,586

12. FIXED ASSET INVESTMENTS

Group
Interest
in Unlisted
associate investments Totals
£    £    £   
COST
At 1 July 2023 1,350,000 175,000 1,525,000
Impairments - (175,000 ) (175,000 )
At 30 June 2024 1,350,000 - 1,350,000
NET BOOK VALUE
At 30 June 2024 1,350,000 - 1,350,000
At 30 June 2023 1,350,000 175,000 1,525,000

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


12. FIXED ASSET INVESTMENTS - continued

Company
Shares in Interest
group in Unlisted
undertakings associate investments Totals
£    £    £    £   
COST
At 1 July 2023 816,881 1,350,000 175,000 2,341,881
Additions 1 - - 1
Impairments - - (175,000 ) (175,000 )
At 30 June 2024 816,882 1,350,000 - 2,166,882
NET BOOK VALUE
At 30 June 2024 816,882 1,350,000 - 2,166,882
At 30 June 2023 816,881 1,350,000 175,000 2,341,881

The Group or the Company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Rimbal Limited
Registered office: Unit 8 8 Shepherd Market, London, W1J 7JY
Nature of business: Business services
%
Class of shares: holding
Ordinary 100.00

Rimbal Systems Limited
Registered office: Unit 8 8 Shepherd Market, London, W1J 7JY
Nature of business: Software development
%
Class of shares: holding
Ordinary 100.00

Validpath Network Limited
Registered office: Unit 8 8 Shepherd Market, London, W1J 7JY
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00

Validpath Financial Network Limited
Registered office: Unit 8 8 Shepherd Market, London, W1J 7JY
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00

Rimbal Insurance Services PCC Limited
Registered office: Suite 5 North, Town Mills, Rue de Pre, St Peter Port, Guernsey GY1 6HS
Nature of business: Captive insurance company
%
Class of shares: holding
Ordinary 100.00

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


12. FIXED ASSET INVESTMENTS - continued

Rimbal Nominees Limited
Registered office: Unit 8 8 Shepherd Market, London, W1J 7JY
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00

Validpath Limited
Registered office: Unit 16 The Globe Centre, Wellfield Road, Cardiff, CF24 3PE
Nature of business: Financial intermediation
%
Class of shares: holding
Ordinary 100.00

Validpath Financial Limited
Registered office: Unit 8 8 Shepherd Market, London, United Kingdom, W1J 7JY
Nature of business: Financial intermediation
%
Class of shares: holding
Ordinary 100.00

Associated company

Rimbal Financial Holdings Limited
Registered office: 3 Valentine Place, London,SE1 8QH
Nature of business: Financial services holding company
%
Class of shares: holding
Ordinary 45.00


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Trade debtors 588,022 463,616 - -
Amounts owed by group undertakings - - 4,989,452 3,608,273
Amounts owed by associates 419,341 347,370 386,099 314,128
Other debtors 144,225 143,954 1,850 -
Prepayments and accrued income 84,248 13,575 1,299 1,299
1,235,836 968,515 5,378,700 3,923,700

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Trade creditors 774,724 518,144 11,663 34,831
Amounts owed to group undertakings - - 1 -
Social security and other taxes 125,694 79,639 43,335 33,393
Other creditors 51,544 219,416 434,433 464,467
Accruals and deferred income 148,919 156,743 39,785 37,705
1,100,881 973,942 529,217 570,396

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Other loans (see note 16) 1,662,829 1,532,036 1,662,829 1,532,036

16. LOANS

An analysis of the maturity of loans is given below:

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Amounts falling due between two and five years:
Other loans - 2-5 years 1,662,829 - 1,662,829 -
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Other loans more 5yrs non-inst - 1,532,036 - 1,532,036

17. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
30.6.24 30.6.23 30.6.24 30.6.23
£    £    £    £   
Other loans 1,662,829 1,532,036 1,662,829 1,532,036

The Company has given security by way of a debenture over the assets and undertaking of the Company in respect of a £5.175m loan facility provided by Silverstripe Rimbal LLC (assigned from Silverstripe Rimbal LLC to Silverstripe General Partners Limited). Group subsidiaries have also provided a similar security. At 30 June 2024 an amount of £1.35m (2023: £1.35m) of the facility had been drawn, plus accumulated interest of £312,829 (2023:£182,036) and the accumulated interest and principal are repayable in November 2028. Interest is charged at a rate of 8% per annum which is capitalised and added to the outstanding loan balance.

18. PROVISIONS FOR LIABILITIES

Group
30.6.24 30.6.23
£    £   
Other provisions
Provision for claims 250,000 268,546

Aggregate amounts 250,000 268,546

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


18. PROVISIONS FOR LIABILITIES - continued

Group
Provision
for
claims
£   
Balance at 1 July 2023 268,546
Provided during year 10,011
Utilised during year (28,557 )
Balance at 30 June 2024 250,000

The Group has regulated subsidiaries that may in the normal course of business receive complaints from customers. The provision for claims represents the relevant directors estimate of the prospective potential costs that may be incurred in dealing with and settling complaints and complaint related matters.

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal Value 30.06.24 30.06.23
£ £
6,873,998 Ordinary 0.001 6,874 6,874
3,750,000 Preference 0.001 3,750 2,250
282,500 A1 0.001 283 -
300,000 A2 0.001 300 -
200,000 AE 0.001 200 -
11,407 9,124

During the period 1,500,000 Preference Shares of £0.001 each were issued for a total consideration of £3,000,000. The consideration was satisfied in cash.

All shares rank pari passu in respect of voting and dividend rights. On a winding up, the Preference Shares are entitled to an enhanced share of the Company's assets in respect of the amount paid up on each Preference Share before the Ordinary Shares are entitled to an equivalent return per Ordinary share, following which any residual balance will be distributed pari passu

During the period 282,500 A1 shares of £0.001 each, 300,000 A2 shares of £0.001 each and 200,000 AE shares of £0.001 were issued for total consideration of £28,953 in cash.

The shares do not have voting or dividend rights.

20. RESERVES

Group
Retained Share Merger
earnings premium reserve Totals
£    £    £    £   

At 1 July 2023 (2,408,281 ) 5,281,726 426,436 3,299,881
Deficit for the year (1,652,464 ) (1,652,464 )
Issue of shares - 3,026,670 - 3,026,670
At 30 June 2024 (4,060,745 ) 8,308,396 426,436 4,674,087

RIMBAL HOLDINGS LIMITED (REGISTERED NUMBER: 11013618)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 JUNE 2024


20. RESERVES - continued

Company
Retained Share
earnings premium Totals
£    £    £   

At 1 July 2023 (1,004,504 ) 5,281,727 4,277,223
Deficit for the year (897,645 ) (897,645 )
Issue of shares - 3,026,670 3,026,670
At 30 June 2024 (1,902,149 ) 8,308,397 6,406,248


21. CONTINGENT LIABILITIES

Rimbal Insurance Services PCC Limited (RIS) is a wholly-owned subsidiary of the Company, which provides captive insurance to certain group companies. RIS is regulated by the Guernsey Financial Services Commission (GFSC). Under the terms of the GFSC regulation, in certain circumstances (such as where claims cannot be met from RIS reserves or reinsurance), the Company may be obliged, with respect to the GFSC regulation, to support RIS with additional funding of up to approximately £1,550,000. This is an uncertain potential future obligation (in Guernsey) and consequently is not recognised in the financial statements.

22. RELATED PARTY DISCLOSURES

Mr A MacNee, Mr A Cuppage, Mr N Aspinall, Mr A Meeks, directors of the Company, and Mr A Kirk, director of a number of the Company's subsidiaries, are also directors of Rimbal Financial Holdings Limited, which also has common shareholders.

During the period the Group has provided various management, administrative and marketing services to Rimbal Financial Holdings Limited. The total value of the services was £130,303 (2023: £335,015) and the total amount outstanding to the Group from Rimbal Financial Holdings at 30 June 2024 was £419,340 (2023: £347,370).

23. POST BALANCE SHEET EVENTS

On 2 October 2024 there was a further drawdown of the secured loan facility of £450,000. An extension of the repayment period to May 2031 was agreed in December 2024.

On 9 December 2024 it was agreed that 695,652 preference shares of £0.001 would be issued for £1,600,000. Further funding of £400,000 has been made available on the same terms.