Company registration number 06036746 (England and Wales)
RELIANCE TRUST LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
RELIANCE TRUST LIMITED
COMPANY INFORMATION
Directors
B Kingham
A Rae
T Jones
S Watkinson
Secretary
G Edger
Company number
06036746
Registered office
19-21 Catherine Place
London
SW1E 6DX
Auditor
Alliotts LLP
Manfield House
1 Southampton Street
London
WC2R 0LR
RELIANCE TRUST LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10 - 11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 40
RELIANCE TRUST LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -
The directors present the strategic report for the year ended 30 June 2024 in compliance with Section 414C of the Companies Act 2006.
Review of the business
The group undertook significant changes in its strategy in the year and transferred the Reliance Cyber group of companies to another part of the Family Office in March 2024. Accordingly, the results for the year include only 9 months of the Cyber companies' results. In addition, the group acquired a range of public market assets and property from other parts of the Family Office in May 2024. This streamlined the group activities which now focus on new business creation. The total results of the group showed a pre-tax profit of £37.6m (2023: £1.5m), of which £11.4m (2023: £4.6m) was from its continuing operations. |
Analysis of the development and performance of the group
The group continued to develop its technical and cyber services during the year, seeing improved financial performance in the operating activities with reduced losses while continuing to invest in the business, until it was transferred to other Family Office entities in March 2024.
Across the group in its continuing operations, following a stronger period in global markets, the group made a profit before tax of £11.4m (2023: £4.6m). The value of public market investments increased by £70m both through acquisition and as markets began to recover and we have seen the recovery strengthen since the year end.
Analysis of the year-end position
The group balance sheet at the end of the year is strong, with cash of £13m and net assets of £37m. The group has made considerable investments which will drive more reliable long-term returns and the Board believes the investments in this and future years will lead to improving revenue and profits.
Principal risks and uncertainties
The group operates in business environments in which a number of risks and uncertainties exist. Whilst it is not possible to eliminate these risks and uncertainties completely, management at all levels work to identify and mitigate risks as far as is possible. The principal risks and uncertainties are: Business Risks Technology The markets in which the group invests, whether directly or indirectly, are characterised by rapid technological change, changes in customers requirements, frequent product and service introductions employing new technologies, and the emergence of new industry standards and practices that could render the technology and services obsolete of the companies in which the group invests. In order to drive profitability, the group continually strives to improve its investment processes, and to monitor and review constantly the performance of all its investments. The success of the group depends on its ability to anticipate and respond to market changes in a timely and cost-effective manner. Geopolitical and market volatility The group’s performance depends on the performance of global markets, currencies, inflation and interest rates. To mitigate these external risks, the management hold a widely diversified array of global investments in liquid assets and across all the principal currencies. Dependence on Directors and Senior Management The group's performance is substantially dependent on the continued services and performance of its directors and senior management. The loss of the expertise of any of the directors or key personnel could have a material adverse effect on the business, operations, relationships and prospects of the group. The risk of loss of a director or member of senior management is mitigated by offering market competitive remuneration and attractive working conditions for key roles and by increasing the strength and depth of the management team. |
RELIANCE TRUST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
Reliance on Systems
The group's dependency upon technology and systems, including third party technology and systems, exposes it to risk if such technology or the systems experience any form of damage, interruption or failure, whether natural or man-made.
Any malfunctioning of the group's technology and systems, or those of key third party providers, even for a short period of time, could result in an adverse effect on the group's operations and performance. The group has a disaster recovery and business continuity plan to mitigate this risk.
Financial risks
The group is exposed to financial risk through its financial assets and liabilities. As with all commercial operations, the key financial risk is that the proceeds from financial assets are not sufficient to fund the obligations arising from liabilities as they fall due. The most important components of financial risk are interest rate, currency, liquidity, cash flow, credit, price and investment risk. Owing to the nature of the businesses and the assets and liabilities contained within their balance sheets, the directors consider the financial risks material to the group to be liquidity, cash flow, credit, price and investment risk.
Liquidity
Liquidity risk is managed by budgeting and forecasting cash flows in the short to medium term and ensuring adequate availability of liquid resources when needed. Similarly a proportion of the group’s investments is always held in highly liquid assets.
Cash flow
Cash flow risk, the shortfall of cash compared to budgeted expectations, is managed by the holding of sufficient investments in the group to fund any cash shortages. Long term forecasts are prepared looking at best, expected and worst case trading scenarios giving advance notice of potential cash flow issues.
Price risk
The group’s principal financial instruments comprise bank balances and a loan from the ultimate controlling party. The main purpose of these instruments is to ensure continued funding to support the group’s growth and expansion plans. These financial instruments deployed in the group result in little or no actual exposure to price risk.
Investment risk
To actively minimise investment risk, the group holds a range of investments spread across various industry sectors and markets. Group policy is to identify stable cash-generating businesses in growth industries with a reputable and proven management team.
Key performance indicators
The group is now principally focussed on investment activities and as such does not rely on key performance indicators to manage its activities.
Future developments
The group will continue to invest around the world where profitable opportunities are identified.
A Rae
Director
9 July 2025
RELIANCE TRUST LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
The directors present their annual report and financial statements for the year ended 30 June 2024.
Principal activities
Reliance Trust Limited is an investor in both public and private businesses throughout the world.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
B Kingham
A Rae
T Jones
S Watkinson
Results and dividends
The results for the year are set out on page 8.
Statement of directors' responsibilities
The directors are responsible 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 group and company, 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;
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 group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Going concern
The directors have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements. Further details regarding the adoption of the going concern basis can be found in the note 1.4 of the financial statements.
RELIANCE TRUST LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 4 -
On behalf of the board
A Rae
Director
9 July 2025
RELIANCE TRUST LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RELIANCE TRUST LIMITED
- 5 -
Opinion
We have audited the financial statements of Reliance Trust Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group 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 group's and the parent company's affairs as at 30 June 2024 and of the group's 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
RELIANCE TRUST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RELIANCE TRUST LIMITED
- 6 -
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 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 by the parent company; 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 directors' responsibilities statement, 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 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 parent company or to cease operations, or have 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 captable of detecting irregularities, including fraud
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the cyber security and investments sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
RELIANCE TRUST LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RELIANCE TRUST LIMITED
- 7 -
Audit response to risks identified
To address the risk of fraud through management bias and override of controls, we:
performed analytical procedures to identify any unusual or unexpected relationships;
reviewed all transactions listed;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities 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 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.
Christopher Mantel (Senior Statutory Auditor)
For and on behalf of Alliotts LLP, Statutory Auditor
Chartered Accountants
Manfield House
1 Southampton Street
London
WC2R 0LR
9 July 2025
RELIANCE TRUST LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
Continuing
Discontinued
30 June
Continuing
Discontinued
30 June
operations
operations
2024
operations
operations
2023
as restated
Notes
£
£
£
£
£
£
Turnover
3
-
6,282,329
6,282,329
-
10,922,231
10,922,231
Cost of sales
-
(4,865,682)
(4,865,682)
-
(8,110,871)
(8,110,871)
Gross profit
-
1,416,647
1,416,647
-
2,811,360
2,811,360
Administrative expenses
(2,864,642)
(3,139,641)
(6,004,283)
(1,926,641)
(5,912,432)
(7,839,073)
Other operating income
198,500
-
198,500
292,743
-
292,743
Operating loss
4
(2,666,142)
(1,722,994)
(4,389,136)
(1,633,898)
(3,101,072)
(4,734,970)
Interest receivable and similar income
7
2,159,263
4
2,159,267
1,909,839
2
1,909,841
Interest payable and similar expenses
8
(474,803)
-
(474,803)
(205,034)
-
(205,034)
Net gains on investments
11
12,403,715
-
12,403,715
4,480,219
-
4,480,219
Profit/(loss) on disposal of operations
28
- Reliance Cyber Science Group
-
27,937,222
27,937,222
-
-
-
Profit before taxation
11,422,033
26,214,232
37,636,265
4,551,126
(3,101,070)
1,450,056
Tax on profit
9
(9,594)
117
(9,477)
-
691,588
691,588
Profit for the financial year
11,412,439
26,214,349
37,626,788
4,551,126
(2,409,482)
2,141,644
Profit for the financial year is attributable to:
- Owners of the parent company
37,762,990
2,545,609
- Non-controlling interests
(136,202)
(403,965)
37,626,788
2,141,644
RELIANCE TRUST LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 9 -
2024
2023
as restated
£
£
Profit for the year
37,626,788
2,141,644
Other comprehensive income
Currency translation gain taken to retained earnings
4,287
Total comprehensive income for the year
37,631,075
2,141,644
Total comprehensive income for the year is attributable to:
- Owners of the parent company
37,767,277
2,545,609
- Non-controlling interests
(136,202)
(403,965)
37,631,075
2,141,644
RELIANCE TRUST LIMITED
GROUP BALANCE SHEET
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
177,923
Tangible assets
13
259,211
344,734
Investment property
14
8,014,993
Investments
15
165,654,649
110,577,750
174,106,776
110,922,484
Current assets
Stocks
18
6,846,123
2,215,000
Debtors
19
897,618
6,232,363
Investments
20
16,486,566
1,831,158
Cash at bank and in hand
12,743,689
5,299,472
36,973,996
15,577,993
Creditors: amounts falling due within one year
21
(24,454,443)
(19,027,124)
Net current assets/(liabilities)
12,519,553
(3,449,131)
Total assets less current liabilities
186,626,329
107,473,353
Creditors: amounts falling due after more than one year
22
(149,432,616)
(114,257,693)
Provisions for liabilities
Deferred tax liability
24
80,142
(80,142)
-
Net assets/(liabilities)
37,113,571
(6,784,340)
Capital and reserves
Called up share capital
26
60,106,801
55,324,033
Share premium account
97,285,456
97,285,456
Profit and loss reserves
(120,278,686)
(158,045,963)
Equity attributable to owners of the parent company
37,113,571
(5,436,474)
Non-controlling interests
(1,347,866)
Total equity
37,113,571
(6,784,340)
RELIANCE TRUST LIMITED
GROUP BALANCE SHEET (CONTINUED)
- 11 -
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 9 July 2025 and are signed on its behalf by:
09 July 2025
A Rae
Director
Company registration number 06036746 (England and Wales)
RELIANCE TRUST LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
17,592
32,987
Investments
15
18,249,060
387,405
18,266,652
420,392
Current assets
Debtors
19
2,940,980
31,059,177
Investments
20
16,486,566
1,831,158
Cash at bank and in hand
562,574
158,888
19,990,120
33,049,223
Creditors: amounts falling due within one year
21
(17,352,514)
(15,207,550)
Net current assets
2,637,606
17,841,673
Total assets less current liabilities
20,904,258
18,262,065
Capital and reserves
Called up share capital
26
60,106,801
55,324,033
Share premium account
97,285,456
97,285,456
Profit and loss reserves
(136,487,999)
(134,347,424)
Total equity
20,904,258
18,262,065
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,140,575 (2023 - £1,575,159 loss).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 9 July 2025 and are signed on its behalf by:
09 July 2025
A Rae
Director
Company Registration No. 06036746
RELIANCE TRUST LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
As restated for the period ended 30 June 2023:
Balance at 1 July 2022
55,324,033
97,285,456
(158,186,107)
(5,576,618)
(3,349,366)
(8,925,984)
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
2,545,609
2,545,609
(403,965)
2,141,644
Purchase of shares in subsidiary from non-controlling interest
-
-
(2,405,465)
(2,405,465)
2,405,465
-
Balance at 30 June 2023
55,324,033
97,285,456
(158,045,963)
(5,436,474)
(1,347,866)
(6,784,340)
Year ended 30 June 2024:
Profit for the year
-
-
37,762,990
37,762,990
(136,202)
37,626,788
Other comprehensive income:
Currency translation differences
-
-
4,287
4,287
-
4,287
Total comprehensive income
-
-
37,767,277
37,767,277
(136,202)
37,631,075
Issue of share capital
26
4,782,768
-
4,782,768
-
4,782,768
Disposal of subsidiary
-
-
-
-
1,484,068
1,484,068
Balance at 30 June 2024
60,106,801
97,285,456
(120,278,686)
37,113,571
37,113,571
RELIANCE TRUST LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
As restated for the period ended 30 June 2023:
Balance at 1 July 2022
55,324,033
97,285,456
(132,772,265)
19,837,224
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
(1,575,159)
(1,575,159)
Balance at 30 June 2023
55,324,033
97,285,456
(134,347,424)
18,262,065
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
(2,140,575)
(2,140,575)
Issue of share capital
26
4,782,768
-
4,782,768
Balance at 30 June 2024
60,106,801
97,285,456
(136,487,999)
20,904,258
RELIANCE TRUST LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 15 -
2024
2023
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
32
5,348,745
(8,462,789)
Interest paid
-
(205,034)
Income taxes refunded
-
757,245
Net cash inflow/(outflow) from operating activities
5,348,745
(7,910,578)
Investing activities
Purchase of business
423,077
-
Loss on disposal of business
(577,281)
-
Purchase of intangible assets
(64,351)
-
Purchase of tangible fixed assets
(18,829)
(343,051)
Proceeds from disposal of tangible fixed assets
-
13,381
Net cash used in investing activities
(237,384)
(329,670)
Financing activities
Repayment of borrowings
(1,517,144)
(1,066,000)
Proceeds of borrowings
3,945,655
-
Dividends paid to equity shareholders
(95,655)
(29,614)
Net cash generated from/(used in) financing activities
2,332,856
(1,095,614)
Net increase/(decrease) in cash and cash equivalents
7,444,217
(9,335,862)
Cash and cash equivalents at beginning of year
5,299,472
14,635,334
Cash and cash equivalents at end of year
12,743,689
5,299,472
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 16 -
1
Accounting policies
Company information
Reliance Trust Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 19-21 Catherine Place, London, SW1E 6DX.
The group consists of Reliance Trust Limited and all of its subsidiaries which are listed in Note 16.
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 listed and non-listed investment at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation
The consolidated financial statements incorporate those of Reliance Trust Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).
All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
1.4
Going concern
In March 2024, the group underwent a restructure and disposed of its holdings in the Reliance Cyber Science Limited group and the outstanding intercompany loans totalling £28m were settled by the new parent company. This has significantly improved the financial position of the restructured Reliance Trust group.
Having given due consideration to the above factors and taking into account any possible developments in the foreseeable future, the directors believe it is appropriate to continue to adopt the going concern basis in preparing the annual report and accounts.
1.5
Turnover
Turnover relating to the cyber and security services represents:
Other Income derived from the holding of investments is considered as such:
The entity holds investment portfolios consisting primarily of listed shares in other entities. The recognition of income and gains from these investments is in accordance with FRS 102 and relevant financial reporting standards.
Dividend income from investments in listed shares is recognised when the entity’s right to receive payment is established. This is generally when the dividend is declared by the investee and becomes payable to the shareholders.
Interest income is recognised on a time-apportioned basis using the effective interest method. This reflects the effective yield on the investment and is recognized in profit or loss as earned.
Gains or losses arising from the sale or disposal of investments are recognised in profit or loss when the significant risks and rewards of ownership have been transferred to the buyer, which generally occurs on the trade date.The gain or loss is calculated as the difference between the net proceeds from the disposal and the carrying amount of the investment at the date of disposal.
Investments in listed shares are held at fair value changes in fair value are recognised in profit or loss in the period in which they occur.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rated on the basis of the carrying amount of each asset in the unit.
1.7
Intangible fixed assets other than goodwill
Development is valued at cost less accumulated amortisation.
Amortisation 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:
Patents
10% per annum straight line
Development Costs
10% per annum straight line
1.8
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:
Land and buildings Leasehold
Over the life of the lease
Plant and machinery
33-50% per annum straight line
Fixtures, fittings & equipment
20-33% per annum straight line
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 recognised in the profit and loss account.
1.9
Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
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.
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.13
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.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 20 -
1.14
Financial instruments
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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.
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.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 21 -
Basic financial liabilities
Basic financial liabilities, including creditors, loans from fellow group companies, 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.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.15
Equity instruments
Equity instruments issued by the group 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 group.
1.16
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 group’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 if, and only if, there is 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.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 22 -
1.17
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.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
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 leased asset are consumed.
1.20
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.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgement
The following judgement (apart from those involving estimates) has had the most significant effect on amounts recognised in the financial statements.
Deferred tax asset
The key assumptions used for estimating future expected profits for the deferred tax recognition review, are those relating to revenue growth. The assumptions take account of the expectations for the projection period, considering the macroeconomic environment, industry and market conditions, as well as the company and group’s historic profit making performance and other circumstances particular to the company, such as
business strategy and client mix.
These estimates will likely differ from future actual results of operations, and it is possible that these differences could be material. In addition, judgements are applied in determining the future expected profits. A difference in expected profits, could affect whether the deferred tax asset is retained. Changes in business activities or structure may also result in changes to the deferred tax asset in future periods.
Further, future events could cause the company to conclude that it is not reasonably certain that the losses will be utilised. Any resulting amendment to the deferred tax asset could have a material impact on the group and company's financial condition.
Goodwill useful life
The management has made an estimate of the economic useful life of goodwill arising on consolidation, and amoritsation has been calculated on this basis.
Investment property valuations
Investment properties have been classified based on management's assessment of the nature, use, and future intention for each property. Where applicable, independent expert valuation advice has been obtained to assist with this classification.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -
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.
Depreciation
Tangible fixed assets are recorded at cost less accumulated depreciation. Judgement is required to determine whether there are indicators of impairment of the company’s tangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.
Provision on trade debtors
The group has made an estimate of the recoverable value of debtors. When assessing the impairment of trade debtors, management has considered the likelihood of debt to be recovered.
Investment and group debtors impairment assessment
The directors assess the value of investments and debtors on an annual basis to determine if any impairment is required. Valuation of investment carried out by the directors at the year end and it was assessed that no impairment is necessary on subsidiary investments and inter-company debtors.
Investment property valuation basis
Investment properties are carried at fair value. The fair value of these properties has been determined by an independent, professionally qualified valuation expert engaged by management. The valuations are based on a number of assumptions, including prevailing market conditions and comparable market transactions. These valuations inherently involve a degree of estimation and subjectivity, particularly in volatile or uncertain market conditions.
Changes in any of these assumptions could result in a significant change in the valuation of the investment properties. Management considers the valuations provided by the external expert to be appropriate at the reporting date.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Cyber security defence and IT consultancy
6,282,329
10,922,231
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
6,076,023
10,573,308
Rest of the World
206,306
348,923
6,282,329
10,922,231
2024
2023
£
£
Other revenue
Interest income
611,737
376,056
Dividends received
1,565,477
1,533,785
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
73,292
(588,836)
Fees payable to the group's auditor for the audit of the group's financial statements
51,000
45,000
Depreciation of owned tangible fixed assets
109,208
161,303
Amortisation of intangible assets
4,400
-
Operating lease charges
152,773
159,753
5
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
752,317
402,167
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
378,150
315,166
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Technical
40
72
-
-
Sales & marketing
7
18
-
-
Management & administration
18
15
9
7
Total
65
105
9
7
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
6
Employees
(Continued)
- 26 -
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,007,611
6,877,173
1,220,913
1,070,626
Social security costs
626,129
823,822
162,471
161,418
Pension costs
168,711
242,676
16,676
13,587
5,802,451
7,943,671
1,400,060
1,245,631
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
18,194
28,873
Other interest income
593,543
347,183
Total interest revenue
611,737
376,056
Other income from investments
Dividends received
1,565,477
1,533,785
Exchange differences
(17,947)
Total income
2,159,267
1,909,841
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
634
-
Dividends on redeemable preference shares not classified as equity
177,587
205,034
Other interest on financial liabilities
262,175
-
Other interest
34,407
-
Total finance costs
474,803
205,034
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
9,477
(646,649)
Adjustments in respect of prior periods
(44,939)
Total current tax
9,477
(691,588)
Of the charge to current tax, none relates to discontinued operations.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
9
Taxation
(Continued)
- 27 -
The actual charge for the year can be reconciled to the expected charge based on the loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
37,636,265
1,450,056
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
9,409,066
297,261
Tax effect of expenses that are not deductible in determining taxable profit
69,471
100,252
Tax effect of income not taxable in determining taxable profit
(10,890,858)
(18,541)
Gains not taxable
420,639
Unutilised tax losses carried forward
9,185
543,174
Change in unrecognised deferred tax assets
475,114
321,068
Effect of change in corporation tax rate
-
43,994
Group relief
(1,280,805)
Permanent capital allowances in excess of depreciation
(6,404)
Research and development tax credit
(117)
(691,587)
Effect of overseas tax rates
(22,475)
Other adjustments
539,452
Taxation charge/(credit)
9,477
(691,588)
10
Discontinued operations
Reliance Cyber Science Group
On 15th March 2024, the group disposed of its holding in Reliance Cyber Science Limited, which included this company's two subsidiaries, Reliance Advanced Computer Systems and Networks Limited and Reliance Cyber Limited. All income and expenditure which was incurred by these entities before the date of disposal, has been disclosed as income and expenditure in relation to discontinued operations in the Profit and Loss Statement.
11
Gains/(Losses) on investments
2024
2023
£
£
Fair value gains on financial instruments
Change in value of financial assets held at fair value through profit or loss
(273,808)
(440,855)
Other gains/(losses)
Loss on disposal of financial assets held at fair value through profit or loss
(36,909)
-
Gain/(loss) on disposal of investments held at fair value
34,408
(3,567,738)
Amounts written off financial assets held at cost
(1,682,555)
(36,071)
Unrealised gains/(losses) relating to investments held at fair value
14,362,516
8,524,883
Other gains and losses
63
-
12,403,715
4,480,219
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
12
Intangible fixed assets
Group
Goodwill
Patents
Development Costs
Total
£
£
£
£
Cost
At 1 July 2023
5,621,686
226,492
5,848,178
Additions - separately acquired
64,351
64,351
Additions - business combinations
177,923
177,923
Disposals
(5,621,686)
(290,843)
(5,912,529)
At 30 June 2024
177,923
177,923
Amortisation and impairment
At 1 July 2023
5,621,686
226,492
5,848,178
Amortisation charged for the year
4,400
4,400
Disposals
(5,621,686)
(230,892)
(5,852,578)
At 30 June 2024
Carrying amount
At 30 June 2024
177,923
177,923
At 30 June 2023
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
More information on impairment movements in the year is given in note .
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
13
Tangible fixed assets
Group
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
£
Cost
At 1 July 2023
173,714
970,402
104,375
1,248,491
Additions
1,328
17,501
18,829
Business combinations
241,619
241,619
Disposals
(175,042)
(931,362)
(63,222)
(1,169,626)
At 30 June 2024
56,541
282,772
339,313
Depreciation and impairment
At 1 July 2023
18,360
846,194
39,203
903,757
Depreciation charged in the year
24,658
67,996
16,554
109,208
Eliminated in respect of disposals
(43,018)
(873,387)
(16,458)
(932,863)
At 30 June 2024
40,803
39,299
80,102
Carrying amount
At 30 June 2024
15,738
243,473
259,211
At 30 June 2023
155,354
124,208
65,172
344,734
Company
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
Cost
At 1 July 2023
52,991
41,153
94,144
Additions
3,550
3,550
At 30 June 2024
56,541
41,153
97,694
Depreciation and impairment
At 1 July 2023
29,455
31,702
61,157
Depreciation charged in the year
11,348
7,597
18,945
At 30 June 2024
40,803
39,299
80,102
Carrying amount
At 30 June 2024
15,738
1,854
17,592
At 30 June 2023
23,536
9,451
32,987
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 30 -
14
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 July 2023 and 30 June 2024
-
-
Additions through business combinations
8,014,993
-
At 30 June 2024
8,014,993
-
The fair value of the investment property has been arrived at on the basis of a valuation carried out on 5th March 2024 by a professional international property consultant. Management do not consider that the fair value as at year end is materially different to this valuation.
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
17,614,387
10,300
Listed investments
163,442,745
105,848,906
Unlisted investments
634,673
4,728,844
634,673
377,105
Loans
1,577,231
165,654,649
110,577,750
18,249,060
387,405
Movements in fixed asset investments
Group
Investments
Loans
Total
£
£
£
Cost or valuation
At 1 July 2023
110,577,750
-
110,577,750
Additions
75,657,911
1,577,231
77,235,142
Valuation changes
14,310,748
-
14,310,748
Gain/(loss) on disposal of investments
34,407
-
34,407
Disposals
(36,503,398)
-
(36,503,398)
At 30 June 2024
164,077,418
1,577,231
165,654,649
Carrying amount
At 30 June 2024
164,077,418
1,577,231
165,654,649
At 30 June 2023
110,577,750
-
110,577,750
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
15
Fixed asset investments
(Continued)
- 31 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 July 2023
10,300
377,105
387,405
Additions
19,399,187
309,336
19,708,523
Valuation changes
-
(51,768)
(51,768)
Disposals
(1,795,100)
-
(1,795,100)
At 30 June 2024
17,614,387
634,673
18,249,060
Carrying amount
At 30 June 2024
17,614,387
634,673
18,249,060
At 30 June 2023
10,300
377,105
387,405
16
Subsidiaries
Details of the company's subsidiaries at 30 June 2024 are as follows:
Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Reliance Enablement Limited
1
Intermediate holding company
Ordinary
100
0
Reliance Security Group Limited(Formerly Reliance Executive Limited)
1
Intermediate holding company
Ordinary
100
0
Geneva Cyber No.2 Ltd
3
Investment holding company
Ordinary
0
100
Waterway House Development Limited
1
Development of building projects
Ordinary
100
0
Reliance GP Limited
1
Dormant
Ordinary
100
0
Mount Cyber No 2 Limited
3
Investment holding company
Ordinary
100
0
Mount Cyber Limited
2
Property management company
Ordinary
0
100
Cyber Reliance Limited
3
Investment holding company
Ordinary
0
100
Alternative Cyber Limited
3
Investment holding company
Ordinary
0
100
Registered Office addresses:
1 19-21 Catherine Place, London, SW1E 6DX
2 Mill House, Millbrook, Naas, Co. Kildare
3 44 Esplanade, St Helier, Jersey, JE4 9WG
Reliance Enablement Limited was dissolved on 5th May 2025.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 32 -
17
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets include:
Instruments measured at fair value through profit or loss
10,000
10,000
10,000
10,000
18
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
4,631,123
-
-
-
Finished goods and goods for resale
2,215,000
2,215,000
6,846,123
2,215,000
-
-
19
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
38,168
1,492,114
Corporation tax recoverable
151,503
196,442
Amounts owed by group undertakings
-
-
2,666,978
30,436,077
Other debtors
443,667
3,117,581
202,170
525,251
Prepayments and accrued income
264,280
1,426,226
71,832
97,849
897,618
6,232,363
2,940,980
31,059,177
The parent company provides funds to subsidiary undertakings through the group balances represented above. These balances are interest free and repayable on demand. These funds are expected to provide assistance for the long term running of the subsidiaries. On this basis these funds are expected to be repaid as and when the subsidiary undertakings are in a position to generate cash.
20
Current asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Listed investments
16,476,566
1,821,158
16,476,566
1,821,158
Unlisted investments
10,000
10,000
10,000
10,000
16,486,566
1,831,158
16,486,566
1,831,158
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 33 -
21
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
23
8,385,384
Trade creditors
149,237
1,011,472
85,031
42,762
Amounts owed to group undertakings
1,903,012
Corporation tax payable
44,454
Other taxation and social security
238,312
595,545
103,198
81,542
Other creditors
15,159,181
15,018,794
15,112,309
14,963,691
Accruals and deferred income
477,875
2,401,313
148,964
119,555
24,454,443
19,027,124
17,352,514
15,207,550
Included in other creditors of the group and company is a loan of £15,002,410 (2023: £12,614,188) due to be repaid to the director B Kingham. The loan is unsecured, interest-free and repayable on demand.
22
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
23
149,432,616
114,162,038
Preference dividends payable
95,655
149,432,616
114,257,693
-
-
23
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Preference shares
149,432,616
114,162,038
Other loans
8,385,384
157,818,000
114,162,038
-
-
Payable within one year
8,385,384
Payable after one year
149,432,616
114,162,038
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
23
Loans and overdrafts
(Continued)
- 34 -
Included in other loans are the following loans held by companies in the group:
Geneva Cyber No.2 Limited holds a fixed term loan with Julius Bar for JPY 8,000,000 (£3,935,265). The loan bears interest at 1.45% and is repayable on or before 26 June 2025.
Alternative Cyber Limited holds a fixed term loan with Rothschild bank for £4,450,119. The outstanding loan bears interest at the rate of 6.50% per annum and is repayable on 2 August 2024.
Included in preference shares are:
Preference shares were issued during the year by Geneva Cyber No.2 Limited for £21,032,183 (Redeemable) and £18,789,750 (Redeemable A) (2023: £109,379,270 Redeemable). The total preference shares in issue at year end in Geneva Cyber No 2 Limited was £149,201,205 (2023: £109,379,270). The holders of the preference shares may, at any time, redeem the whole or any part of the Redeemable Preference shares by giving not less than 5 days notice of that redemption.
Preference dividends at the rate of 0.1% per annum shall be payable to the holder half yearly in arrears on 30 June and 31 December. Preference dividends amounting to £102,734 (2023: £109,379) for the year were payable to the holders and at the reporting date £58,678 (2023: £65,323) remained unpaid and are included within accruals.
Non-Redeemable Preference shares previously issued by Reliance Security Group Limited for £4,782,768, were transferred during the year from the ultimate controlling party to Reliance Trust Limited, therefore there none of these shares are held at 30 June 2024 in the group financial statements (2023: £4,782,768 held).
The above preference shares have been classified as liabilities in accordance with the provisions of FRS 102.
24
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
80,142
-
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 July 2023
-
-
Charge to profit or loss
80,142
-
Liability at 30 June 2024
80,142
-
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
24
Deferred taxation
(Continued)
- 35 -
25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
168,711
242,676
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
382,403,329
382,403,329
3,824,033
3,824,033
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
A preference shares of £1 each
30,500,000
30,500,000
30,500,000
30,500,000
B preference shares of £1 each
21,000,000
21,000,000
21,000,000
21,000,000
C preference shares of £1 each
4,782,768
-
4,782,768
-
56,282,768
51,500,000
56,282,768
51,500,000
Preference shares classified as equity
56,282,768
51,500,000
Total equity share capital
60,106,801
55,324,033
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
26
Share capital
(Continued)
- 36 -
The holders of Ordinary shares have the rights to receive notice of and attend and vote at any general meeting of the company. Both A and B Preference shares have no voting rights, unless the proposed resolution relates to the winding up of the company and are not redeemable.
The holders of A Preference shares are entitled to such portion of dividend and capital as are available for distribution, following priority payments to the B Preference Shares, in an amount up to £15,000,000. Thereafter in terms of the resulting balance, the A Preference Shares are entitled to the nominal value of the total number of preference shares in issue, then together with the Ordinary shares, a further pro rata of 75 per cent of the dividend or surplus assets.
The holders of B Preference shares are entitled to dividends and capital in priority to other shares (following payment of any unpaid dividends) in priority to other classes of shares, in an amount equal to the nominal value of the total number of B Preference shares in issue. Further, following the payment of balance (if any) of such dividend and capital to the holders of A Preference Shares (in an amount up to £15,000,000), the B Preference Shares are entitled to a share of 25 percent of the dividend or surplus assets.
The holders of C Preference shares are entitled to dividends and capital subject to the priority order set out in the Articles of Association. The holders of C Preference shares have full voting rights but no rights of redemption.
27
Acquisition of a business
On 20 May 2024 the group acquired 100% percent of the issued capital of Mount Cyber No2 Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
177,923
-
177,923
Property, plant and equipment
241,619
-
241,619
Investment property
8,014,993
-
8,014,993
Inventories
2,246,527
2,384,596
4,631,123
Trade and other receivables
116,925
-
116,925
Cash and cash equivalents
92,256
-
92,256
Trade and other payables
(420,765)
-
(420,765)
Tax liabilities
(96,426)
-
(96,426)
Total identifiable net assets
10,373,052
2,384,596
12,757,648
Goodwill
-
Total consideration
12,757,648
The consideration was satisfied by:
£
Cash
375,537
Issue of shares
12,382,111
12,757,648
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
27
Acquisition of a business
(Continued)
- 37 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
-
Profit after tax
-
On 23 May 2024 the group acquired 100 percent of the issued capital of Cyber Reliance Limited.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Investments
12,103,926
-
12,103,926
Trade and other receivables
1,439,633
-
1,439,633
Cash and cash equivalents
330,821
-
330,821
Borrowings
(6,894,064)
-
(6,894,064)
Trade and other payables
(324,988)
-
(324,988)
Tax liabilities
(247,689)
-
(247,689)
Total identifiable net assets
6,407,639
-
6,407,639
Goodwill
-
Total consideration
6,407,639
The consideration was satisfied by:
£
Issue of shares
6,407,639
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
19,280
Loss after tax
(378,127)
28
Disposals
On 15 March 2024 the group disposed of its holding in Reliance Cyber Science Limited. Included in these financial statements are profits of £27,937,222 arising from the company's interests in Reliance Cyber Science Limited up to the date of its disposal. The shareholding was removed as part of a strategic corporate restructuring.
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 38 -
29
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
159,670
111,014
159,670
111,014
Between two and five years
135,504
231,279
135,504
231,279
295,174
342,293
295,174
342,293
30
Related party transactions
Transactions with related parties
During the year the group entered into the following transactions with related parties:
Wages recharge
2024
2023
£
£
Group
Other related parties
198,500
292,743
Company
Other related parties
198,500
292,743
In addition to the above, the company and group also incurred insurance expenses amounting to £nil (2023: £11,599) and rent expenses amounting to £153,731 (2023: £159,753) with other related parties.
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2024
2023
£
£
Group
Controlling shareholder
14,883,307
12,614,188
Company
Entities over which the company has control, joint control or significant influence
1,903,012
3,012
Controlling shareholder
15,002,409
12,614,188
Other related parties
136,995
2,340,000
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
30
Related party transactions
(Continued)
- 39 -
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
198,300
500,000
Company
Entities over which the company has control, joint control or significant influence
2,666,978
30,436,077
Key management personnel
548
-
Other related parties
198,300
500,000
31
Controlling party
During the year the ultimate controlling party was B. Kingham. Following the year end, the ultimate controlling parties are B. Kingham and A. Rae.
32
Cash generated from/(absorbed by) group operations
2024
2023
as restated
£
£
Profit after taxation
37,626,788
2,141,644
Adjustments for:
Taxation charged/(credited)
9,477
(691,588)
Finance costs
474,803
205,034
Gain on disposal of business
(27,937,222)
-
Amortisation and impairment of intangible assets
4,400
-
Depreciation and impairment of tangible fixed assets
109,208
161,303
Net cashflow on investments transactions
4,302,978
(6,705,170)
Other gains and losses
(12,403,715)
(4,480,219)
Movements in working capital:
Increase in stocks
-
(2,215,000)
Decrease/(increase) in debtors
6,891,302
(2,242,648)
(Decrease)/increase in creditors
(3,729,274)
5,363,855
Cash generated from/(absorbed by) operations
5,348,745
(8,462,789)
RELIANCE TRUST LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 40 -
33
Analysis of changes in net debt - group
1 July 2023
Cash flows
Exchange rate movements
30 June 2024
£
£
£
£
Cash at bank and in hand
5,299,472
7,439,930
4,287
12,743,689
Borrowings excluding overdrafts
(114,162,038)
(43,655,962)
-
(157,818,000)
(108,862,566)
(36,216,032)
4,287
(145,074,311)
34
Prior year adjustment
Turnover classification restatement
During the year it was noted by management that the classification of some elements of turnover which comprised investment income from fixed asset investments has been incorrectly reported as turnover. This should more appropriately be classified as other income and therefore an adjustment has been made to restate the comparatives on this basis.
For the year ended 30 June 2023:
Turnover as previously reported 10,989,583
Reclassification to interest receivable and similar income (67,352)
Turnover as restated 10,922,231
Cashflow restatement
During the current year, the directors undertook a review of the presentation of its statement of cash flows in accordance with FRS 102 Section 7 (Statement of Cash Flows). As a result of this review, it was identified that certain cash flows previously classified as investing activities should more appropriately have been presented as operating activities.
Specifically, the net cashflow of the investments traded in the year amounting to (£5,312,601) were previously included within investing activities in the cash flow statement for the year ended 30 June 2023, but have now been reclassified to operating activities.
This reclassification has no impact on the total net cash flows, the balance sheet, or the profit and loss account for the prior period. The comparative figures in the statement of cash flows have been restated accordingly.
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