Company registration number 07058422 (England and Wales)
GLOBAL RELAY UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
GLOBAL RELAY UK LIMITED
COMPANY INFORMATION
Director
W Roy
Company number
07058422
Registered office
45 Cannon Street
6th Floor
London
EC4M 5SB
Auditor
Mercer & Hole LLP
21 Lombard Street
London
EC3V 9AH
GLOBAL RELAY UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Director's report
4 - 5
Director's responsibilities statement
6
Independent auditor's report
7 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 25
GLOBAL RELAY UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 1 -
The director presents the strategic report for the year ended 31 August 2024.
Fair review of the business
Global Relay UK Limited (“the Company”) is a subsidiary of Global Relay Communications Inc. (the “Parent Company”), a federally incorporated company in Canada. The single-entity financial statements of the Company are included in the consolidated financial statements of Global Relay Communications Inc., which was founded in 1999. Global Relay UK Limited provides sales and marketing, and research and development support to the Parent Company and operates at the direction of the Parent Company.
Global Relay UK Limited is compensated by the Parent Company through the transactional net margin method. The Company’s business strategy is to increase product offerings to the group’s customer base and increase sales of Global Relay products to customers.
The average employee numbers of the Company in the year to August 31, 2024, has increased from 433 to 517 with continued investment from the Parent Company in the Company. This has driven a significant increase in the cost base of the Company, which, due to the transactional net margin method in place, has led to an increase in turnover and profit before tax.
Principal risks and uncertainties
Due to the nature of the business using the transactional net margin method and that the entity is a limited risk service provider, there are minimal risks and uncertainties. The Company has the ongoing support of the Parent Company who has expressed their willingness to continue the support of Global Relay UK Limited as well as having the means to provide the necessary support.
Management is constantly monitoring the risks and uncertainties surrounding the business and appropriate action will be taken if any new risks arise.
Financial risk management objectives and policies
The director reviews and agrees to policies for managing each of these risks and they are summarized below:
Liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs. The Company has sufficient reserves of cash and additional funding would be provided by the Parent Company if required to maintain the liquidity of the Company.
Going concern
After making appropriate enquiries, the director has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the director has adopted the going concern basis in preparing the Company’s financial statements.
The Company will have sufficient funds through funding from its Parent Company to meet its liabilities as they fall due for a period of 12 months from the date of approval of these financial statements. The Parent Company has indicated its intention to continue to make available such funds as needed by the Company, and that it does not intend to seek repayment of the amounts due at the balance sheet date, for the 12 months from the date of approval of the financial statements. As with any company placing reliance on other group entities for financial support, the director acknowledges that there can be no certainty that this support will continue; however, at the date of approval of the financial statements, they have no reason to believe that it will not do so.
GLOBAL RELAY UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 2 -
Key performance indicators
Given the straightforward nature of the business, being a transactional net margin, limited risk service provider subsidiary, the director is of the opinion that analysis using KPIs other than turnover, profit after tax and margin is not necessary for an understanding of the development, performance, or position of the business.
Other performance indicators
Turnover is derived through the provision of intercompany services to the parent company. Turnover increased by £11,262k, primarily due to the increase in research and development activities and sales and marketing activities performed at the Company for the benefit of the Parent Company, and is earned through the use of the transactional net margin method.
Consequently, the Company recognized profit after taxation for the year of £3,295k (2023 - £3,027k).
As noted, the Company provides support to increase product offerings to the Parent Company’s customers and to increase sales - accordingly, the Company has a strong focus of investment into its workforce, as noted by the increase in headcount.
Other information and explanations
The Company works with its local tax authorities to ensure that employment, VAT, income and other corporate taxes are accounted for and paid as appropriate in line with relevant guidelines.
Pursuant to section 54(1) of the UK Modern Slavery Act 2015, the Company’s Modern Slavery disclosure can be found on its website www.globalrelay.com.
Section 172 statement
The director is aware of his duty under s.172 of the Companies Act 2006 to act in the way which 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, to have regard (amongst other matters) to:
The likely consequences of any decision in the long term;
The interests of the Company’s employees;
The need to foster the Company’s business relationships with suppliers, customers and others;
The impact of the Company’s operations on the community and the environment;
The desirability of the Company maintaining a reputation for high standards of business conduct; and
The need to act fairly as between members of the Company.
The director of the Company has sought to balance the needs of its members with the s.172 matters throughout the year, ensuring that the Company’s reputation for high standards of conduct are maintained through strong relationships with employees and colleagues. The director of the Company has a duty to promote the success of the Company, and this relies on smooth operations and the support and joint efforts of management. Thus, effective communication and interaction are indispensable in the group’s business operations.
GLOBAL RELAY UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 3 -
W Roy
Director
22 May 2025
GLOBAL RELAY UK LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
- 4 -
The director presents his annual report and financial statements for the year ended 31 August 2024.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The director does not recommend payment of a final dividend.
Director
The director who held office during the year and up to the date of signature of the financial statements was as follows:
W Roy
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues by considering what reasonable adjustments or support may be appropriate. Company policy prohibits any unjustified, less favourable treatment because of the effects of a disability, and failure to make reasonable adjustments to alleviate disadvantages caused by a disability.
Employee involvement
The company's policy is to consult and discuss with employees, through electronic correspondence and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through electronic correspondence which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
There is an employee bonus scheme in place as a means of further encouraging the involvement of employees in the company's performance.
Post reporting date events
There were no adjusting or non‐adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
Auditor
The auditor, Mercer & Hole LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Energy and carbon report
During the year, activities of the company resulted in the following energy usage and emissions:
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
295,695
295,695
- Electricity purchased
328,322
290,402
624,017
586,097
GLOBAL RELAY UK LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 5 -
2024
2023
Emissions of CO2 equivalent
Scope 1 - direct emissions
- Gas combustion
59.92
59.93
Scope 2 - indirect emissions
- Electricity purchased
67.98
60.13
Scope 3 - other indirect emissions
-
-
Total gross emissions
127.90
120.06
Intensity ratio
Tonnes CO2e per full-time employee
0.25
0.28
Quantification and reporting methodology
Gas and electricity consumption data was obtained from documentation provided by the Company’s landlord’s building manager. For 2023 gas consumption was estimated based on 2024 actual consumption, as actual gas consumption data was not available for that year.
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government Conversion Factors for Company Reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per average full-time employee, the recommended ratio for the sector.
Measures taken to improve energy efficiency
The company has taken the following steps to reduce energy usage and improve energy efficiency:
Set sleep timers on all lights in common areas and meeting rooms to turn off if no motion is sensed after a period of time;
Set timers on air handling and fan coil units so that they operate only during regular business hours; and
Monitor environmental data and energy consumption levels for better energy efficiency where possible.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the director individually has taken all the necessary steps that they ought to have taken as director in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
W Roy
Director
22 May 2025
GLOBAL RELAY UK LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2024
- 6 -
The director is responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The director is 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. He is 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.
GLOBAL RELAY UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GLOBAL RELAY UK LIMITED
- 7 -
Opinion
We have audited the financial statements of Global Relay UK Limited (the 'company') for the year ended 31 August 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 31 August 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.
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's 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 financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the director's report have been prepared in accordance with applicable legal requirements.
GLOBAL RELAY UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GLOBAL RELAY UK LIMITED (CONTINUED)
- 8 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's report.
We have nothing to report in respect of the following matters in relation to which 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 director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of director
As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Auditor's 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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Extent to which the audit was considered capable of detecting irregularities, including fraud
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, the Companies Act 2006, employment law, and tax legislation.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements and the financial report (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate entries including journals to misstate expenditure, and management bias.
Audit procedures performed by the engagement team included:
discussions with management, including considerations of known or suspected instances of non-compliance with laws and regulations and fraud;
gaining an understanding of management's controls designed to prevent and detect irregularities; and
identifying and testing journal entries.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
GLOBAL RELAY UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GLOBAL RELAY UK LIMITED (CONTINUED)
- 9 -
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Andrew Turner
Senior Statutory Auditor
For and on behalf of Mercer & Hole LLP
23 May 2025
Chartered Accountants
Statutory Auditor
21 Lombard Street
London
EC3V 9AH
GLOBAL RELAY UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
- 10 -
2024
2023
£
£
Turnover
3
68,249,372
56,986,925
Administrative expenses
(63,634,398)
(53,062,461)
Other operating income
737
224
Operating profit
4
4,615,711
3,924,688
Interest payable and similar expenses
8
(100,223)
(97,208)
Profit before taxation
4,515,488
3,827,480
Tax on profit
9
(1,220,763)
(800,607)
Profit for the financial year
3,294,725
3,026,873
The profit and loss account has been prepared on the basis that all operations are continuing operations.
GLOBAL RELAY UK LIMITED
BALANCE SHEET
AS AT
31 AUGUST 2024
31 August 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
10
9,452,885
10,529,986
Current assets
Debtors falling due after more than one year
12
2,552,315
2,547,065
Debtors falling due within one year
12
8,380,841
5,991,888
Cash at bank and in hand
1,568,513
633,202
12,501,669
9,172,155
Creditors: amounts falling due within one year
13
(7,422,324)
(8,523,449)
Net current assets
5,079,345
648,706
Total assets less current liabilities
14,532,230
11,178,692
Provisions for liabilities
Provisions
14
2,688,440
2,588,217
Deferred tax liability
15
899,342
940,752
(3,587,782)
(3,528,969)
Net assets
10,944,448
7,649,723
Capital and reserves
Called up share capital
17
1
1
Profit and loss reserves
10,944,447
7,649,722
Total equity
10,944,448
7,649,723
The financial statements were approved and signed by the director and authorised for issue on 22 May 2025
W Roy
Director
Company Registration No. 07058422
GLOBAL RELAY UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 September 2022
1
4,622,849
4,622,850
Year ended 31 August 2023:
Profit and total comprehensive income
-
3,026,873
3,026,873
Balance at 31 August 2023
1
7,649,722
7,649,723
Year ended 31 August 2024:
Profit and total comprehensive income
-
3,294,725
3,294,725
Balance at 31 August 2024
1
10,944,447
10,944,448
GLOBAL RELAY UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
21
975,275
(4,695,198)
Interest paid
(721)
R&D expenditure credit received
600,515
Net cash inflow/(outflow) from operating activities
1,575,790
(4,695,919)
Investing activities
Purchase of tangible fixed assets
(640,479)
(689,356)
Net cash used in investing activities
(640,479)
(689,356)
Net increase/(decrease) in cash and cash equivalents
935,311
(5,385,275)
Cash and cash equivalents at beginning of year
633,202
6,018,477
Cash and cash equivalents at end of year
1,568,513
633,202
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
- 14 -
1
Accounting policies
Company information
Global Relay UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 45 Cannon Street, 6th Floor, London, EC4M 5SB.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
The company is dependent upon a recharge agreement with its parent company and this represents its only source of revenue to the balance sheet date. The recharge agreement provides that all operating expenses shall be borne by the parent company in addition to an agreed upon mark up thereon set annually. The agreement was in place for the entire accounting year and will continue to be in place for subsequent years. To provide assurance that the entity is a going concern the parent company has provided a confirmation of support for at least the next 12 months from the date of signing of the Audit Report.true
1.3
Turnover
Turnover is recognised based on expenditure incurred which is recharged to the parent company with an appropriate mark up, and is shown net of VAT.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over life of lease (or asset life if lower)
Fixtures, fittings and equipment
7 years straight line
Computers
5 years straight line
Fixed asset dilapidations
Over life of lease
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 15 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include 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 or loss, 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.
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 16 -
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 company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. 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.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
1
Accounting policies
(Continued)
- 18 -
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Provision for dilapidations
In assessing whether a provision for dilapidations is required the director considers the recognition criteria set by FRS.102.21. Determining the provision for dilapidations requires an estimation of the reinstatement costs on exit of the lease. A professional valuation performed by third party surveyors was obtained by the director to arrive at a reliable estimate of the future reinstatement costs.
Due to the high specification equipment specific to the requirements of the company the reinstatement costs have been deemed to constitute decommissioning costs. The estimated costs have been recognised at present value after inflation and the amounts recognised in fixed assets will depreciate over the term of the lease, while the provision will unwind over the same term. The present value calculation uses a suitable discount rate based on the group's weighted average cost of capital and the inflation rate set by the Bank of England.
The carrying amount of the provision at the balance sheet date was £2,688,440 after unwinding of £100,223 in the year and details of the balances is set out in notes 14.
3
Turnover
An analysis of the company's turnover is as follows:
2024
2023
£
£
Turnover analysed by class of business
Rendering of services
68,249,372
56,986,925
All turnover arises in the UK.
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
1,699
(27,331)
Depreciation of owned tangible fixed assets
1,497,227
1,418,953
Release of specific dilapidation
220,353
220,355
Operating lease charges
3,273,547
3,287,728
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
12,860
12,250
For other services
All other non-audit services
3,955
3,750
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 20 -
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Development
343
289
Sales and Marketing
51
35
System Ops
26
25
Business Ops
1
6
Data eDiscovery
4
5
Info Security
9
7
Training
6
9
Other
77
57
Total
517
433
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
45,556,880
36,715,114
Social security costs
6,019,134
4,721,236
Pension costs
2,149,030
1,530,135
53,725,044
42,966,485
7
Director's remuneration
2024
2023
£
£
Remuneration for qualifying services
246,283
245,882
Company pension contributions to defined contribution schemes
-
(833)
246,283
245,049
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
246,283
245,882
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 21 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Bank interest
-
721
Other finance costs:
Unwinding of discount on provisions
100,223
96,487
100,223
97,208
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
592,536
822,619
Adjustments in respect of prior periods
669,637
91,502
Total current tax
1,262,173
914,121
Deferred tax
Origination and reversal of timing differences
(41,410)
(113,514)
Total tax charge
1,220,763
800,607
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
4,515,488
3,827,480
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 21.52%)
1,128,872
823,674
Tax effect of expenses that are not deductible in determining taxable profit
107,688
22,097
Research and development tax credit
(779,641)
(179,896)
Under provided in prior years
669,637
91,502
Deferred tax adjustments in respect of prior years
57,922
Fixed asset differences
33,767
9,206
Remeasurement of deferred tax for changes in tax rates
(23,898)
Movement on deferred tax not recognised
60,440
Taxation charge for the year
1,220,763
800,607
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 22 -
10
Tangible fixed assets
Leasehold improvements
Fixtures, fittings and equipment
Computers
Fixed asset dilapidations
Total
£
£
£
£
£
Cost
At 1 September 2023
8,245,430
3,192,301
1,747,704
2,368,110
15,553,545
Additions
273,532
25,170
341,777
640,479
At 31 August 2024
8,518,962
3,217,471
2,089,481
2,368,110
16,194,024
Depreciation and impairment
At 1 September 2023
2,128,311
1,671,898
838,420
384,930
5,023,559
Depreciation charged in the year
699,957
458,562
338,708
-
1,497,227
Release of specific dilapidations asset in the year
220,353
220,353
At 31 August 2024
2,828,268
2,130,460
1,177,128
605,283
6,741,139
Carrying amount
At 31 August 2024
5,690,694
1,087,011
912,353
1,762,827
9,452,885
At 31 August 2023
6,117,119
1,520,403
909,284
1,983,180
10,529,986
The dilapidation provision has been estimated by management based upon an assessment performed by an expert surveyor. The estimate of dilapidations has been discounted at a rate of 3.87% and inflation of 9.9% has been assumed. The specific dilapidations asset will be released over the life of the lease, while an annual finance charge will accrete the provision to the estimated dilapidations amount.
A fixed and floating charge is registered against all property and undertaking of the company in favour of the Canadian Imperial Bank of Commerce.
11
Financial instruments
2024
2023
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
9,094,719
7,360,944
Carrying amount of financial liabilities
Measured at amortised cost
7,009,642
7,700,830
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
1,446,451
600,515
Amounts owed by group undertakings
6,414,958
4,803,592
Other debtors
183,588
131,877
Prepayments and accrued income
335,844
455,904
8,380,841
5,991,888
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
12
Debtors
(Continued)
- 23 -
2024
2023
Amounts falling due after more than one year:
£
£
Other debtors - rent deposit
2,552,315
2,547,065
Total debtors
10,933,156
8,538,953
13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
400,704
214,084
Corporation tax
412,682
822,619
Other creditors
3,926,437
4,423,523
Accruals
2,682,501
3,063,223
7,422,324
8,523,449
14
Provisions for liabilities
2024
2023
£
£
Provision for fixed asset dilapidations
2,688,440
2,588,217
Movements on provisions:
Provision for fixed asset dilapidations
£
At 1 September 2023
2,588,217
Unwinding of discount
100,223
At 31 August 2024
2,688,440
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 24 -
15
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Fixed asset timing differences
899,342
940,752
2024
Movements in the year:
£
Liability at 1 September 2023
940,752
Credit to profit or loss
(41,410)
Liability at 31 August 2024
899,342
16
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
2,149,030
1,530,135
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
17
Share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
1 Ordinary Share of £1
1
1
GLOBAL RELAY UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
- 25 -
18
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
3,225,109
2,830,072
Between two and five years
13,749,963
11,320,286
In over five years
18,888,345
11,114,492
35,863,417
25,264,850
20
Ultimate controlling party
The controlling party is Global Relay Communications Inc., a company incorporated under the laws of Canada, by virtue of its shareholding in the company.
Global Relay Communications Inc. is also the ultimate parent company.
The smallest and largest group of undertakings for which group accounts are drawn up and of which the company is a member, are prepared by Global Relay Communications Inc., which has a registered office of 220 Cambie Street, 2nd Floor, Vancouver, BC V6B 2M9.
21
Cash generated from/(absorbed by) operations
2024
2023
£
£
Profit for the year after tax
3,294,725
3,026,873
Adjustments for:
Taxation charged
1,220,763
800,607
Finance costs
100,223
97,208
Release of specific dilapidations
220,353
220,355
Depreciation and impairment of tangible fixed assets
1,497,227
1,418,953
Movements in working capital:
Increase in debtors
(2,994,718)
(5,326,224)
Decrease in creditors
(2,363,298)
(4,932,970)
Cash generated from/(absorbed by) operations
975,275
(4,695,198)
22
Analysis of changes in net funds
1 September 2023
Cash flows
31 August 2024
£
£
£
Cash at bank and in hand
633,202
935,311
1,568,513
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