Registration number:
Reliance Worldwide Holdings (UK) Limited
for the Year Ended 30 June 2024
Reliance Worldwide Holdings (UK) Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
Reliance Worldwide Holdings (UK) Limited
Company Information
Directors |
S J Brook S J Curry A Rayat |
Registered office |
|
Auditors |
|
Reliance Worldwide Holdings (UK) Limited
Strategic Report for the Year Ended 30 June 2024
The directors present their strategic report for the year ended 30 June 2024.
Principal activity
The principal activity of the company is to conduct strategic activities in the areas of innovation and manufacturing oversight, sales and marketing, procurement and regional management and to act as the holding company of Reliance Worldwide Finance Limited. Reliance Worldwide Holdings (UK) Limited (“the Company”) is an intermediate holding company in the Reliance Worldwide Corporation Limited group ("the Group").
Fair review of the business
During the financial year, the company entered into services agreements with Reliance Worldwide Corporation (UK) Limited (Company Number 01442922), a related entity. The services agreements resulted from the realignment of management and the leadership of key functions between the Company and Reliance Worldwide Corporation (UK) Limited. At the end of financial year, the net assets totalled £278 million.
Principal risks and uncertainties
The company’s main risk is the performance of its obligations under the services agreements it has entered with Reliance Worldwide Corporation (UK) Limited and recovery of the investment in its subsidiary, Reliance Worldwide Finance Limited, which is turn is dependent on the recovery of a loan from a fellow subsidiary in the US and therefore the company is exposed to some extent to the risks of the wider Group’s trading and cashflow.
Section 172(1) statement
The Directors are committed to complying with their obligations under section 172 of the UK Companies Act 2006 as detailed below:
“A Director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to—
a) the likely consequences of any decision in the long term,
b) the interests of the company's employees,
c) the need to foster the company's business relationships with suppliers, customers and others,
d) the impact of the company's operations on the community and the environment,
e) the desirability of the company maintaining a reputation for high standards of business conduct, and
f) the need to act fairly as between members of the company.”
Decisions regarding the investments made by the company are supported by appropriate financial modelling.
Reliance Worldwide Holdings (UK) Limited
Strategic Report for the Year Ended 30 June 2024
Engagement with employees
From 1 September 2023 the Company commenced employment of management and the leadership of key functions in connection with the realignment between the Company and Reliance Worldwide Corporation (UK) Limited. The interests of these employees and employees in the wider RWC group are considered when making business decisions.
Engagement with suppliers, customers and other relationships
The Company’s key business relationships are with fellow Group companies and it is committed to dealing with these in a fair manner.
The Company also considers its local community, environmental obligations and need to avoid reputational risk when making key decisions.
The Company only has a single shareholder.
Approved and authorised by the
......................................... |
Reliance Worldwide Holdings (UK) Limited
Directors' Report for the Year Ended 30 June 2024
The directors present their report and the financial statements for the year ended 30 June 2024.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
The Company does not use derivatives or other financial instruments to manage financial risk. The financial risks the Company is exposed to are those of its subsidiaries, which are discussed in the Strategic Report.
Going concern
The Directors have reviewed the Company’s financial position and future trading plans and concluded that there is a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of this report. The Company has prepared budgets covering the subsequent financial year (ending 30 June 2025), forecasts covering the period to 31 December 2025 and has wider strategic plans in place beyond that date that demonstrate the ability of the Company to deliver cash-backed profits for the foreseeable future.
The Company’s business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The Directors’ report further describes the financial position of the company.
The Directors have considered the impact of a long economic recession caused by the Cost of Living crisis. This would have a significant impact on sales but the business would remain profitable. The Directors have also considered ongoing material cost price pressures, and they concluded that although margin may reduce the business would remain profitable. The business could also remain profitable if faced with a combination of economic recession and material cost price pressures.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Clement Rabjohns Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
Approved and authorised by the
Reliance Worldwide Holdings (UK) Limited
Directors' Report for the Year Ended 30 June 2024
......................................... |
Reliance Worldwide Holdings (UK) Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Reliance Worldwide Holdings (UK) Limited
Independent Auditor's Report to the Members of Reliance Worldwide Holdings (UK) Limited
Opinion
We have audited the financial statements of Reliance Worldwide Holdings (UK) Limited (the 'company') for the year ended 30 June 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Reliance Worldwide Holdings (UK) Limited
Independent Auditor's Report to the Members of Reliance Worldwide Holdings (UK) Limited
We have nothing to report in this regard.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• |
Enquiry of management, those charged with governance around actual and potential litigation and claims. |
• |
Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations. |
• |
Reviewing minutes of meetings of those charged with governance. |
Reliance Worldwide Holdings (UK) Limited
Independent Auditor's Report to the Members of Reliance Worldwide Holdings (UK) Limited
• |
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
• |
Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business. |
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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 an auditor’s report 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.
......................................
For and on behalf of
Evesham
Worcestershire
WR11 4XP
Reliance Worldwide Holdings (UK) Limited
Profit and Loss Account for the Year Ended 30 June 2024
Note |
2024 |
2023 |
|
Turnover |
|
- |
|
Gross profit |
|
- |
|
Administrative expenses |
( |
- |
|
Operating profit |
21,654 |
- |
|
Income from shares in group undertakings |
|
|
|
Profit before tax |
|
|
|
Tax on profit |
( |
- |
|
Profit for the financial year |
|
|
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Reliance Worldwide Holdings (UK) Limited
(Registration number: 10050409)
Balance Sheet as at 30 June 2024
Note |
2024 |
2023 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
- |
|
Cash at bank and in hand |
|
- |
|
|
- |
||
Creditors: Amounts falling due within one year |
( |
- |
|
Net current liabilities |
( |
- |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
100 |
100 |
|
Share premium reserve |
239,392 |
279,392 |
|
Retained earnings |
38,989 |
- |
|
Shareholders' funds |
278,481 |
279,492 |
Approved and authorised by the
......................................... |
Reliance Worldwide Holdings (UK) Limited
Statement of Changes in Equity for the Year Ended 30 June 2024
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 July 2023 |
|
|
- |
|
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
Other share premium reserve movements |
- |
( |
|
- |
At 30 June 2024 |
|
|
|
|
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 July 2022 |
|
|
- |
|
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
At 30 June 2023 |
100 |
279,392 |
- |
279,492 |
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
General information |
The company is a private company limited by share capital, incorporated in England and Wales, UK.
The address of its registered office is:
United Kingdom
These financial statements were authorised for issue by the
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
These financial statements are presented in Pound Sterling being the company's functional currency.
Summary of disclosure exemptions
Reliance Worldwide Holdings (UK) Limited meets the definition of a qualifying entity under FRS 102 and is therefore exempt from certain disclosure requirements in respect of its financial statements. Exemptions have been taken in relation to the preparation of a statement of cash flows, financial instruments and key management compensation.
Name of parent of group
These financial statements are consolidated in the financial statements of Reliance Worldwide Corporation Limited.
The financial statements of Reliance Worldwide Corporation Limited may be obtained from 28 Chapman Place, Eagle Farm, Queensland 4009, Australia or from www.rwc.com.
Group accounts not prepared
Going concern
The financial statements have been prepared on a going concern basis.
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Exemption from preparing group accounts
The financial statements contain information about Reliance Worldwide Holdings (UK) Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Reliance Worldwide Corporation Limited, a company incorporated in Australia.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Dividends
Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
2024 |
2023 |
|
Rendering of services |
|
- |
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
The analysis of the company's Turnover for the year by class of business is as follows:
2024 |
2023 |
|
Management charges |
|
- |
The analysis of the company's Turnover for the year by market is as follows:
2024 |
2023 |
|
UK |
|
- |
Operating profit |
Arrived at after charging/(crediting)
2024 |
2023 |
|
Foreign exchange losses |
|
- |
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2024 |
2023 |
|
Wages and salaries |
|
- |
Social security costs |
|
- |
Other short-term employee benefits |
|
- |
Pension costs, defined contribution scheme |
|
- |
Other employee expense |
|
- |
|
- |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2024 |
2023 |
|
Administration and support |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
2024 |
2023 |
|
Remuneration |
|
- |
Contributions paid to money purchase schemes |
|
- |
472 |
- |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2024 |
2023 |
|
Accruing benefits under money purchase pension scheme |
|
- |
In respect of the highest paid director:
2024 |
2023 |
|
Remuneration |
|
- |
Company contributions to money purchase pension schemes |
|
- |
Taxation |
Tax charged/(credited) in the profit and loss account
2024 |
2023 |
|
Current taxation |
||
UK corporation tax |
|
- |
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2024 |
2023 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
- |
Tax decrease from effect of dividends from UK companies |
( |
( |
Total tax charge |
|
- |
Investments |
2024 |
2023 |
|
Investments in subsidiaries |
|
|
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Subsidiaries |
£ 000 |
Cost or valuation |
|
At 1 July 2023 |
|
Provision |
|
Carrying amount |
|
At 30 June 2024 |
|
At 30 June 2023 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2024 |
2023 |
|||
Subsidiary undertakings |
||||
|
Horton Road, Yiewsley, West Drayton, UN7 8JL United Kingdom |
|
|
|
Subsidiary undertakings |
Reliance Worldwide Finance Limited The principal activity of Reliance Worldwide Finance Limited is |
Debtors |
Current |
Note |
2024 |
2023 |
Amounts owed by related parties |
|
- |
|
Other debtors |
|
- |
|
|
- |
Cash and cash equivalents |
2024 |
2023 |
|
Cash at bank |
|
- |
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Creditors |
Note |
2024 |
2023 |
|
Due within one year |
|||
Trade creditors |
|
- |
|
Amounts due to related parties |
|
- |
|
Social security and other taxes |
|
- |
|
Outstanding defined contribution pension costs |
|
- |
|
Other payables |
|
- |
|
Accruals |
|
- |
|
Income tax liability |
1,665 |
- |
|
|
- |
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
Share capital |
Allotted, called up and fully paid shares
2024 |
2023 |
|||
No. 000 |
£ 000 |
No. 000 |
£ 000 |
|
|
|
100 |
|
100 |
Reserves |
Share premium
Premium paid for new shares above their nominal value. A capital reduction took place in September 2023 converting £40m within the share premium reserve to distributable profits.
Retained earnings
Includes all current and prior period retained profits and losses.
Reliance Worldwide Holdings (UK) Limited
Notes to the Financial Statements for the Year Ended 30 June 2024
Dividends |
2024 |
2023 |
|||
£ 000 |
£ 000 |
|||
Interim dividend of £ |
50,167 |
14,793 |
||
Related party transactions |
The Company transacts with other companies in the Reliance Worldwide Corporation Limited Group. The Company has taken advantage of the exemption contained in FRS 102 and so has not disclosed related party transactions between itself and other wholly owned entities of the Reliance Worldwide Corporation Limited Group.
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is