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Palliser Capital (UK) Limited
























Annual report and Consolidated financial statements



For the year ended 31 December 2023



Registered number: 13135419

 
Palliser Capital (UK) Limited


Company Information


Director
J Smith 




Registered number
13135419



Registered office
Palliser House
Palliser Road

London

W14 9EQ




Independent auditor
Buzzacott LLP

130 Wood Street

London

EC2V 6DL





 
Palliser Capital (UK) Limited


Contents



Page
Director's report
 
1 - 2
Group strategic report
 
3 - 4
Independent auditor's report
 
5 - 9
Consolidated statement of comprehensive income
 
10
Consolidated statement of financial position
 
11
Company statement of financial position
 
12
Consolidated statement of changes in equity
 
13
Company statement of changes in equity
 
14
Notes to the financial statements
 
15 - 27


 
Palliser Capital (UK) Limited

 
Director's report
For the year ended 31 December 2023

The director presents his annual report and the financial statements of Palliser Capital (UK) Limited ('the Company') and its subsidiaries (together 'the Group') for the year ended 31 December 2023.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to £2,071,783 (2022 - £2,900,658).

The director proposed and paid a dividend of £1,280,009 (2022 - £nil) during the year.

Director

The director who served during the year was:

J Smith 

Director's responsibilities statement

The director is responsible for preparing the Group strategic report, the Director's report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that year.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Group's financial statements 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 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditor

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Page 1

 
Palliser Capital (UK) Limited
 
Director's report (continued)
For the year ended 31 December 2023

Matters covered in the Group strategic report

The Group has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the Strategic report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the director's report. It has done so in respect of future developments, engagement with employees, suppliers, customers and others.

This report was approved and authorised for issue on 22 April 2024 by: 
 





J Smith
Director

Page 2

 
Palliser Capital (UK) Limited


Group strategic report
For the year ended 31 December 2023

Principal activities
 
The principal activity of the Group is to provide investment management services to Palliser Capital Master Fund Ltd and Palliser Capital Centenary Fund I.

Business review and future developments
 
The director is satisfied with the results for the year and expects growth in the future performance of the Group.

Principal risks and uncertainties
 
Foreign currency risk
The Group receives management fees in USD making it susceptible to foreign currency risk. The Group accepts the risk of currency movement and the impact this has on earnings volatility.
Credit risk
The Group is not exposed to any significant credit risk as turnover is receivable from a related party.
Liquidity risk
The Group is not exposed to significant liquidity risks as all major costs are recharged to a related party in line with an agreement.
Interest rate risk
The Group has interest bearing assets. Interest bearing assets include only cash balances, which earn interest at the existing market rate.

Financial key performance indicators ('KPIs')
 
Given the nature of the business, the director is of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.

Director's statement of compliance with duty to promote the success of the Group
 
Palliser Capital (UK) Limited was founded by James Smith on 14 January 2021, and the Group continues to be controlled and run by Mr Smith.
In a particularly competitive environment for financial advisory companies, looking for new investment opportunities remains one of the key criteria for success. We are proud to benefit from a strong pipeline of opportunities, attributable to the Group’s established and growing network. Our skilled staff boast more than 100 years of combined expertise in the financial industry, and are well equipped to select the best investments for our clients. This allows Palliser Capital (UK) Limited to provide a high value service, establishing a solid foundation for new clients, while continuing to build on relationships with existing clients.

Engagement with employees

In a highly competitive environment for asset management firms, retention of staff remains critical. The Group ensures it offers a competitive remuneration package, in line with market standards. Furthermore, personnel are encouraged to participate in and contribute to all management meetings and investor presentations, as well as being consulted on all major business decisions.

Page 3

 
Palliser Capital (UK) Limited


Group strategic report (continued)
For the year ended 31 December 2023

Engagement with suppliers, customers and others

At present, the Group earns all turnover from two customers, Palliser Capital Master Fund Limited and Palliser Capital Centenary Fund I, therefore customer engagement remains a top priority within the Group. The Group ensures that the customers are constantly updated on the performance of the assets through regular communication. Palliser Capital Master Fund Limited and Palliser Capital Centenary Fund I value the high degree of interaction and expertise offered by the Group, from the sourcing of new investment opportunities, to the reporting it has access to.

This report was approved and authorised for issue on 22 April 2024 by:



J Smith
Director

Page 4

 
 
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Independent auditor's report to the members of Palliser Capital (UK) Limited
For the year ended 31 December 2023

Opinion


We have audited the financial statements of Palliser Capital (UK) Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated and Company statements of financial position, the Consolidated and Company statements of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2023 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.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.


Page 5

 
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Independent auditor's report to the members of Palliser Capital (UK) Limited (continued)
For the year ended 31 December 2023

Other information


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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group strategic report and the Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group strategic report and the Director's report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
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Independent auditor's report to the members of Palliser Capital (UK) Limited (continued)
For the year ended 31 December 2023

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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the Group or 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 Group 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:

How the audit was considered capable 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 Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations, including knowledge specific to auditing investment management firms;
we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the Group and Company through discussions with directors and other management at the planning stage, and from our knowledge and experience of regulated investment management firms;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations; and
we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Group and Company including the Companies Act 2006, The Financial Service and Markets Act 2000, employment legislation and taxation legislation.

We assessed the extent of compliance with the laws and regulations identified above through:

making enquiries of management;
inspecting legal expenditure throughout the year for any potential litigation or claims; and
considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.
Page 7

 
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Independent auditor's report to the members of Palliser Capital (UK) Limited (continued)
For the year ended 31 December 2023


Auditor's responsibilities for the audit of the financial statements (continued)
 
To address the risk of fraud through management bias and override of controls, we:

determined the susceptibility of the Group and Company to management override of controls by checking the implementation of controls and enquiring of individuals involved in the financial reporting process during the year;
reviewed journal entries to identify unusual transactions;
performed analytical procedures to identify any large, unusual or unexpected transactions and investigated any large variances from the prior year;
reviewed accounting estimates and evaluated where judgements or decisions made by management indicated bias on the part of the Group and Company's management;
tested turnover by agreement to confirmations from third party administrators; and
carried out substantive testing of expenditure.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included:

agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.


Other matters 
 

In the previous accounting period the director of the Parent Company took advantage of the exemption from the requirement to prepare group accounts under Section 400 of the Companies Act 2006. Therefore, the prior period consolidated financial statements were not subject to audit.


Page 8

 
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Independent auditor's report to the members of Palliser Capital (UK) Limited (continued)
For the year ended 31 December 2023

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.





Jonathan West (Senior statutory auditor)
for and on behalf of
Buzzacott LLP
Statutory Auditor
130 Wood Street
London
EC2V 6DL

22 April 2024
Page 9

 
Palliser Capital (UK) Limited


Consolidated statement of comprehensive income
For the year ended 31 December 2023

2023
(unaudited)
2022
Note
£
£

  

Turnover
 4 
10,858,553
10,283,510

Cost of sales
  
(898,318)
(630,104)

Gross profit
  
9,960,235
9,653,406

Administrative expenses
  
(12,496,768)
(10,545,251)

Other operating income
 5 
5,218,688
4,525,224

Operating profit
 6 
2,682,155
3,633,379

Interest receivable and similar income
 10 
138,509
13,172

Interest payable and similar expenses
 11 
(35,822)
(15,508)

Profit before taxation
  
2,784,842
3,631,043

Tax on profit
 12 
(713,058)
(730,260)

Total comprehensive income for the period
  
2,071,784
2,900,783

Total comprehensive income for the period attributable to:
  

Non-controlling interests
  
1
125

Owners of the parent Company
  
2,071,783
2,900,658

  
2,071,784
2,900,783

All amounts relate to continuing operations.
There was no other comprehensive income for 2023 or 2022 (unaudited).
The notes on pages 15 to 27 form part of these financial statements.

Page 10

 
Palliser Capital (UK) Limited - Registered number: 13135419

Consolidated statement of financial position
As at 31 December 2023

2023
(unaudited)
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
33,928
54,501

  
33,928
54,501

Current assets
  

Debtors
 16 
4,418,928
3,657,773

Current asset investments
 17 
-
2,060,228

Cash and cash equivalents
 18 
5,627,342
2,705,633

  
10,046,270
8,423,634

Creditors: amounts falling due within one year
 19 
(5,772,183)
(4,943,123)

Net current assets
  
 
 
4,274,087
 
 
3,480,511

Total assets less current liabilities
  
4,308,015
3,535,012

Provisions for liabilities
  

Net assets
  
4,308,015
3,535,012


Capital and reserves
  

Called up share capital 
 20 
350,057
350,057

Share premium account
 21 
14,753
14,753

Foreign exchange reserve
 21 
(19,104)
(332)

Profit and loss account
 21 
3,962,056
3,170,282

Equity attributable to owners of the parent Company
  
4,307,762
3,534,760

Non-controlling interests
  
253
252

  
4,308,015
3,535,012


The financial statements were approved and authorised for issue on its behalf on 22 April 2024 by:




J Smith
Director

The notes on pages 15 to 27 form part of these financial statements.

Page 11

 
Palliser Capital (UK) Limited - Registered number: 13135419

Company statement of financial position
As at 31 December 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
32,511
52,214

Investments
 15 
13,434
13,434

  
45,945
65,648

Current assets
  

Debtors
 16 
4,412,404
3,655,996

Current asset investments
 17 
-
2,060,228

Cash and cash equivalents
 18 
5,492,834
2,628,668

  
9,905,238
8,344,892

Creditors: amounts falling due within one year
 19 
(5,796,108)
(4,985,179)

Net current assets
  
 
 
4,109,130
 
 
3,359,713

Total assets less current liabilities
  
4,155,075
3,425,361

  

  

Net assets
  
4,155,075
3,425,361


Capital and reserves
  

Called up share capital 
 20 
350,057
350,057

Share premium account
 21 
14,753
14,753

Profit and loss account brought forward
  
3,060,551
233,148

Profit for the year
  
2,009,723
2,827,403

Other changes in the profit and loss account

  

(1,280,009)
-

Profit and loss account carried forward
  
3,790,265
3,060,551

  
4,155,075
3,425,361


The financial statements were approved and authorised on 22 April 2024 by:


J Smith
Director

The notes on pages 15 to 27 form part of these financial statements.

Page 12

 
Palliser Capital (UK) Limited


Consolidated statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Non-controlling interests
Total equity

£
£
£
£
£
£


At 1 January 2022
350,057
14,753
814
269,751
-
635,375



Profit for the year
-
-
-
2,900,658
125
2,900,783

Currency translation differences
-
-
(1,146)
-
-
(1,146)

Other movement
-
-
-
(127)
127
-



At 1 January 2023 (unaudited)
350,057
14,753
(332)
3,170,282
252
3,535,012



Profit for the year
-
-
-
2,071,783
1
2,071,784

Currency translation differences
-
-
(18,772)
-
-
(18,772)

Dividends paid
-
-
-
(1,280,009)
-
(1,280,009)


At 31 December 2023
350,057
14,753
(19,104)
3,962,056
253
4,308,015


The notes on pages 15 to 27 form part of these financial statements.

Page 13

 
Palliser Capital (UK) Limited


Company statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
350,057
14,753
233,148
597,958



Profit for the year
-
-
2,827,403
2,827,403



At 1 January 2023
350,057
14,753
3,060,551
3,425,361



Profit for the year
-
-
2,009,723
2,009,723

Dividends paid
-
-
(1,280,009)
(1,280,009)


At 31 December 2023
350,057
14,753
3,790,265
4,155,075


The notes on pages 15 to 27 form part of these financial statements.

Page 14

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

1.


General information

Palliser Capital (UK) Limited is a private company limited by shares, that was incorporated in England and Wales. The registered office address and principal place of business is Palliser House, Palliser Road, London, England, W14 9EQ. The company registration number is 13135419.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, 'The Financial Reporting Standard Applicable in the UK and Republic of Ireland' ('FRS 102'), and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The parent Company and Group has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102:
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Pensive Dragon Limited as at 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

 
2.3

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.4

Foreign currency translation

Functional and presentation currency

The Group and Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

Page 15

 
Palliser Capital (UK) Limited

Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)


2.4
Foreign currency translation (continued)

At each period-end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
 
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Turnover

Turnover represents income derived from the provision of research on a portfolio strategy and management of equity portfolio investments in accordance with the Investment Management Agreement, between the Company and Palliser Capital Master Fund Ltd.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.6

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 16

 
Palliser Capital (UK) Limited

Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Office equipment
-
5 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment.

  
2.13

Valuation of current asset investments

Current asset investments are measured at amortised cost less accumulated impairment.

Page 17

 
Palliser Capital (UK) Limited

Notes to the financial statements
For the year ended 31 December 2023

2.Accounting policies (continued)

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The director does not consider there to be any critical judgements in applying accounting policies or key sources of estimation uncertainty involved in the preparation of the Group's financial statements.


4.


Turnover

The whole of the turnover is attributable to the Company's principal activity.
All turnover arose within the United Kingdom.


5.


Other operating income

2023
(unaudited)
2022
£
£

Recharged fund expenses
5,218,688
4,525,224


Page 18

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

6.


Operating profit

The operating profit is stated after charging:

2023
(unaudited)
2022
£
£

Depreciation of tangible fixed assets
30,087
25,761

Exchange differences
286,135
131,578


7.


Auditor's remuneration

During the year, the Group obtained the following services from the Group's auditor and its associates:


2023
2022
£
£

Fees payable to the Group's auditor and its associates for the audit of the consolidated and parent Company's financial statements

13,000
11,500

Fees payable to the Group's auditor and its associates in respect of:

Audit-related assurance services
4,000
2,500

Taxation compliance services
3,000
5,250

All non-audit services not included above
79,285
66,644

Page 19

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

8.


Employees

Staff costs were as follows:


Group
     (unaudited)
              Group
2023
2022
£
£


Wages and salaries
5,256,470
4,483,948

Social security costs
608,697
491,867

Cost of defined contribution scheme
38,750
32,335

5,903,917
5,008,150


The average monthly number of employees, including the director, during the year was as follows:


        2023
        2022
            No.
            No.







Investment professional
12
8



Investor relations
1
1



Operations
3
2



Director, CIO
1
1



COO
1
1

18
13


9.


Director's remuneration

2023
(unaudited)
2022
£
£

Director's emoluments
204,993
150,000

204,993
150,000



10.


Interest receivable

2023
(unaudited)
2022
£
£


Other interest receivable
138,509
13,172

Page 20

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

11.


Interest payable and similar expenses

2023
(unaudited)
2022
£
£


Interest payable
35,822
15,508


12.


Taxation


2023
(unaudited)
2022
£
£

Corporation tax


Current tax on profits for the year
713,058
730,260

Total current tax
713,058
730,260

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard average rate of corporation tax in the UK of 23.52% (2022 -19%). The differences are explained below:

2023
(unaudited)
2022
£
£


Profit on ordinary activities before tax
2,784,842
3,631,043


Profit on ordinary activities multiplied by average standard rate of corporation tax in the UK of 23.52% (2022 -19%)
654,438
689,898

Effects of:


Expenses not deductible for tax purposes
52,975
54,963

Fixed asset differences
-
(851)

Dividends received deductible for tax purposes
-
(1,086)

Adjustments to tax charge in respect of prior periods
(2,484)
2,484

Movement in deferred tax not recognised
7,110
2,929

Remeasurement of deferred tax for changes in tax rates
(420)
-

Tax adjustments on foreign subsidiaries
1,439
(18,077)

Total tax charge for the year
713,058
730,260

Page 21

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

13.


Dividends

2023
2022
£
£


Dividends paid
1,280,009
-

1,280,009
-


14.


Tangible fixed assets

Group






Office equipment
Computer equipment
Total

£
£
£



Cost or valuation


   At 1 January 2023 (unaudited)
10,270
80,147
90,417


Additions
-
9,514
9,514



At 31 December 2023

10,270
89,661
99,931



Depreciation


   At 1 January 2023 (unaudited)
3,051
32,865
35,916


   Charge for the year
2,054
28,033
30,087



At 31 December 2023

5,105
60,898
66,003



Net book value



At 31 December 2023
5,165
28,763
33,928



   At 31 December 2022                                                                                                                                            
7,219
47,282
54,501

Page 22

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

           14.Tangible fixed assets (continued)


Company






Office equipment
Computer equipment
Total

£
£
£

Cost or valuation


At 1 January 2023
10,270
77,860
88,130


Additions
-
9,514
9,514



At 31 December 2023

10,270
87,374
97,644



Depreciation


At 1 January 2023
3,051
32,865
35,916


   Charge for the year
2,054
27,163
29,217



At 31 December 2023

5,105
60,028
65,133



Net book value



At 31 December 2023
5,165
27,346
32,511



At 31 December 2022
7,219
44,995
52,214







15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
13,434



At 31 December 2023
13,434




Page 23

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Palliser Capital (HK) Limited
Hong Kong
Ordinary
99%
Palliser Capital (TW) Limited
Taiwan
Ordinary
100%


16.


Debtors

Group
         (unaudited)
                   Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
-
2,854
-
2,854

Other debtors
512,236
355,620
510,816
354,435

Prepayments and accrued income
3,906,692
3,299,299
3,901,588
3,298,707

4,418,928
3,657,773
4,412,404
3,655,996



17.


Current asset investments

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Treasury bills
-
2,060,228
-
2,060,228



18.


Cash and cash equivalents

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank current accounts
825,432
2,705,633
690,924
2,628,668

Cash equivalents
4,801,910
-
4,801,910
-

5,627,342
2,705,633
5,492,834
2,628,668


Page 24

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

19.


Creditors: Amounts falling due within one year

Group
      (unaudited)
                Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
417,488
149,354
418,244
180,179

Amounts owed to group undertakings
235,705
243,987
775,509
873,462

Corporation tax
274,316
728,926
261,836
706,013

Other taxation and social security
72,331
63,402
72,331
63,402

Other creditors
67,989
74,082
41,020
7,479

Accruals and deferred income
4,704,354
3,683,372
4,227,168
3,154,644

5,772,183
4,943,123
5,796,108
4,985,179



20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



800 (2022 - 800) P1 shares of £0.01 each
8
8
3,570 (2022 - 3,570) P2 shares of £0.01 each
36
36
34,987 (2022 - 34,987) S1 shares of £10.00 each
349,870
349,870
2,085 (2022 - 2,085) S2 shares of £0.01 each
21
21
12,200 (2022 - 12,200) S3 shares of £0.01 each
122
122

350,057

350,057

All issued shares rank pari passu to other shares in issue except for P1 shares having the right to vote and receive dividends.



21.


Reserves

Share premium account

This includes consideration for shares received above the par value.

Foreign exchange reserve

The foreign exchange reserve includes all translation differences that have occurred on consolidation for the current period and prior periods.

Profit and loss account

The profit and loss account includes cumulative profits or losses net of any dividends paid.

Page 25

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

22.


Contingent liabilities

There were no contingent liabilities at 31 December 2023 or 31 December 2022.


23.


Capital commitments

The Company had no capital commitments at 31 December 2023 or 31 December 2022.


24.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from
those of the Company in an independently administered fund. The pension cost charge represents contributions
payable by the Company to the fund and amounted to £38,750 (2022: £32,335). Contributions total £7,866 (2022: £nil) were payable to the fund at the reporting date.


25.


Commitments under operating leases

At 31 December 2023, the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
Group and company
£
£


Not later than 1 year
8,091
8,091

8,091
8,091


26.


Related party transactions

During the year, the company received management and incentive fees totalling £10,858,553 (2022: £10,283,510) from companies under common control. At 31 December 2023, £3,857,161 (2022: £3,270,707) was due to the company in relation to these fees. 
During the year, expenses amounting to £5,218,688 (2022: £4,525,224) were recognised by the company on behalf of companies under common control. These amounts were recharged at cost and included within other operating income. At 31 December 2023, £383,947 (2022: £244,792) was due to the company in relation to these recharges. 
The company has taken advantage of the disclosure exemption in paragraph 33.1A of FRS 102 to not disclose transactions with group companies which are wholly owned by the immediate parent undertaking.
Key management personnel compensation
Key management personnel compensation during the year totalled £568,203 (2022: £423,600).

Page 26

 
Palliser Capital (UK) Limited

 
Notes to the financial statements
For the year ended 31 December 2023

27.


Controlling party

Pensive Dragon Limited, a company incorporated in England and Wales and registered at Griffin House, 135 High Street, Crawley, West Sussex, RH10 1DQ, is the immediate parent undertaking. 
The largest group in which the results of the Company are consolidated is that headed by Pensive Dragon Limited. 
The consolidated financial statements are available to the public and may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. 
The ultimate controlling party is J Smith.

Page 27