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Registration number: 12098330

Palander Investments Ltd

Annual Report and Consolidated Financial Statements

for the Year Ended 31 July 2024

 

Palander Investments Ltd

Contents

Company Information

1

Directors' Report

2

Strategic Report

3 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report post June 2016

7 to 10

Consolidated Profit and Loss Account

11

Consolidated Balance Sheet

12

Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Statement of Cash Flows

17

Notes to the Financial Statements

18 to 36

 

Palander Investments Ltd

Company Information

Directors

Palander Holdings SL

Mr D J Morgan

Registered office

34 Boulevard
Weston-super-Mare
Somerset
BS23 1NF

Auditors

Four Fifty Partnership Limited
Chartered Accountants and Registered Auditors34 Boulevard
Weston-super-Mare
Somerset
BS23 1NF

 

Palander Investments Ltd

Directors' Report for the Year Ended 31 July 2024

The directors present their report and the for the year ended 31 July 2024.

Directors of the Group

The directors who held office during the year were as follows:

Palander Holdings SL

Mr D J Morgan

Information included in the Strategic Report

Details concerning the group's principal activity, principal risks and uncertainties, future developments and the review of the business can be found in the Strategic Report. These form part of this report by way of cross reference.

Principal risks and uncertainties

The main risk that the company faces is that the subsidiary undertaking will not generate sufficient profits to pay dividends to shareholders.

Dividends

The directors do not recommend that a final dividend should be paid in the current financial period.

Directors' liabilities

During the year under review a third party indemnity provision was in place for the directors and officers of the company.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 

.........................................
Mr D J Morgan
Director

 

Palander Investments Ltd

Strategic Report for the Year Ended 31 July 2024

The directors present their strategic report for the year ended 31 July 2024. This strategic report has been prepared for the Group as a whole and hence provides emphasis on matters which are significant to Palander Investments Ltd and its subsidiary undertakings when taken as a whole.

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 to set out in the company's 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 directors’ report. It has done so in respect of future developments and financial instruments.

Principal activity

The principal activity of the company is that of an investment holding company. The principal activity of the group is a fast-growing UK professional services business that provides a range of design-led services and consultancy to support the end to end design and assurance of complex IT/business change.

Fair review of the business

The 2023/24 financial year marks another successful year of operation for the trading subsidiary Mosaic Island Ltd. In the increasingly complex world of IT, with its bewildering array of choices and options, the need for clarity and sound advice based upon skills and experience is fundamental to navigating a safe roadmap for change. We continue to enable this through the combination of our people and services. Our clients have benefited from access to our experts and methods in the design of change (from strategic direction through to detailed solution design), and we have assured that the outcome during delivery remains aligned with the original design. This makes Mosaic Island a compelling choice, bridging a crucial transformation gap and allowing our clients to focus on their core business activities. In addition to meeting and exceeding our clients’ needs during 2023/24, the management team have continued to focus on improving our service delivery by further development of our consulting frameworks, reducing operational overhead costs and adopting an effective team structure to ensure that every engagement has strong management oversight.

Mosaic Island has continued to strengthen its digital transformation and managed service propositions and remove a significant level of complexity and risk from our clients’ design and delivery operations. We believe this combination of strong propositions, risk management, effective financial management and our focus on delivering positive client outcomes has resulted in clear market differentiation and further underpins Mosaic Island’s reputation for:

 

Palander Investments Ltd

Strategic Report for the Year Ended 31 July 2024

• Trusted Advice – we provide independent (technology agnostic) advice and tell it as we see it so that our clients know they are getting the facts – even if this may sometimes include uncomfortable news,
• Comprehensive Insight – our advice and guidance come from sharing our accumulated knowledge – both the successes and challenges - gained across all our engagements,
• Flexible Delivery – our permanent/associate model means that we are always able to provide the best people for the job and we can rapidly scale up or down with demand.

The Group's key financial and other performance indicators during the year were as follows:

Unit

2024

2023

Turnover

£

16,249,369

16,870,940

Gross profit

£

2,706,176

2,534,637

Gross profit margin

%

16.65

15.02

Net (loss)/profit

£

(43,781)

(95,941)

Net profit margin

%

-0.27

-0.57

Net assets

£

587,711

1,197,075

Current ratio

N/A

1.13

1.06

Principal risks and uncertainties

The Group's credit risk arises primarily through trade debtors. The amounts stated in the balance sheet are stated net of bad debt provisions. A bad debt provision is recognised by the entity when there is objective evidence that a debtor has become impaired, for example where the customer enters into bankruptcy proceedings.

Our belief remains that the UK business environment remains changeable with considerable uncertainty. In order to respond to the resulting challenges the group will continue its strategy of focusing on building strong strategic relationships within our target sectors and developing flexible consulting, managed service, design and assurance offerings.

Future developments

Mosaic Island continues to be ideally placed to provide innovative transformational solutions that help our clients during uncertain trading conditions. Despite the current economic difficulties, we firmly believe that the combination of our dynamic team of skilled and experienced people, our tightly focused propositions and an exciting pipeline of current and projected work, all contribute to make Mosaic Island well positioned to continue to trade strongly.

 

Palander Investments Ltd

Strategic Report for the Year Ended 31 July 2024

Carbon reduction plan

Mosaic Island is committed to achieving Net Zero by 2050. Emissions are measured and reported using the Environmental Reporting Guidelines, including Streamlined Energy & Carbon Reporting (SECR) guidance issued by the UK Government in April 2019. The latest report for the period ending December 31 2023 is available on our website at https://www.mosaicisland.co.uk

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Four Fifty Partnership Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 

.........................................
Mr D J Morgan
Director

 

Palander Investments Ltd

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the 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 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Palander Investments Ltd

Independent Auditor's Report to the Members of Palander Investments Ltd

Opinion

We have audited the financial statements of Palander Investments Ltd (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 July 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the consolidated 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 July 2024 and of the Group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; 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 and the 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

 

Palander Investments Ltd

Independent Auditor's Report to the Members of Palander Investments Ltd

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the 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 returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors’ remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

 

Palander Investments Ltd

Independent Auditor's Report to the Members of Palander Investments Ltd

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities [set out on page 6], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so.

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:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

 

Palander Investments Ltd

Independent Auditor's Report to the Members of Palander Investments Ltd

Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the parent company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

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.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Joy R Boswell (Senior Statutory Auditor)
For and on behalf of Four Fifty Partnership Limited, Statutory Auditor
34 Boulevard
Weston-super-Mare
Somerset
BS23 1NF

28 March 2025

 

Palander Investments Ltd

Consolidated Profit and Loss Account for the Year Ended 31 July 2024

Note

2024
£

2023
£

Turnover

4

16,249,369

16,870,940

Cost of sales

 

(13,543,193)

(14,336,303)

Gross profit

 

2,706,176

2,534,637

Administrative expenses

 

(2,492,014)

(2,436,129)

Operating profit

5

214,162

98,508

Interest payable and similar expenses

6

493

(4,502)

Profit before tax

 

214,655

94,006

Tax on profit

10

(258,436)

(189,947)

Loss for the financial year

 

(43,781)

(95,941)

Profit/(loss) attributable to:

 

Owners of the company

 

(234,583)

(274,029)

Non-controlling interests

 

190,802

178,088

 

(43,781)

(95,941)

The Group has no recognised gains or losses for the year other than the results above.

 

Palander Investments Ltd

(Registration number: 12098330)
Consolidated Balance Sheet as at 31 July 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

11

91,306

906,380

Tangible assets

12

31,721

33,827

 

123,027

940,207

Current assets

 

Debtors

14

3,603,436

3,505,384

Cash at bank and in hand

 

455,857

764,523

 

4,059,293

4,269,907

Creditors: Amounts falling due within one year

16

(3,592,759)

(4,011,071)

Net current assets

 

466,534

258,836

Total assets less current liabilities

 

589,561

1,199,043

Provisions for liabilities

18

(1,850)

(1,968)

Net assets

 

587,711

1,197,075

Capital and reserves

 

Called up share capital

20

2

2

Retained earnings

21

(662,961)

(428,378)

Equity attributable to owners of the company

 

(662,959)

(428,376)

Non-controlling interests

 

1,250,670

1,625,451

Shareholders' funds

 

587,711

1,197,075

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 

.........................................
Mr D J Morgan
Director

 

Palander Investments Ltd

(Registration number: 12098330)
Balance Sheet as at 31 July 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

13

51

51

Current assets

 

Debtors

14

992

-

Cash at bank and in hand

 

79,181

89,051

 

80,173

89,051

Creditors: Amounts falling due within one year

16

(93,623)

(87,671)

Net current (liabilities)/assets

 

(13,450)

1,380

Net (liabilities)/assets

 

(13,399)

1,431

Capital and reserves

 

Called up share capital

20

2

2

Retained earnings

(13,401)

1,429

Shareholders' (deficit)/funds

 

(13,399)

1,431

The company made a loss after tax for the financial year of £14,830 (2023 - profit of £1,429).

Approved and authorised by the Board on 28 March 2025 and signed on its behalf by:
 

.........................................
Mr D J Morgan
Director

 

Palander Investments Ltd

Consolidated Statement of Changes in Equity for the Year Ended 31 July 2024
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Non-controlling interests - Equity
£

Total equity
£

At 1 August 2023

2

(428,378)

(428,376)

1,625,451

1,197,075

(Loss)/profit for the year

-

(234,583)

(234,583)

190,802

(43,781)

Dividends

-

-

-

(565,583)

(565,583)

At 31 July 2024

2

(662,961)

(662,959)

1,250,670

587,711

Share capital
£

Profit and loss account
£

Total
£

Non- controlling interests
£

Total equity
£

At 1 August 2022

2

(154,349)

(154,347)

1,588,759

1,434,412

(Loss)/profit for the year

-

(274,029)

(274,029)

178,088

(95,941)

Total comprehensive income

-

(274,029)

(274,029)

178,088

(95,941)

Dividends

-

-

-

(141,396)

(141,396)

At 31 July 2023

2

(428,378)

(428,376)

1,625,451

1,197,075

 

Palander Investments Ltd

Statement of Changes in Equity for the Year Ended 31 July 2024

Share capital
£

Retained earnings
£

Total
£

At 1 August 2023

2

1,429

1,431

Loss for the year

-

(14,830)

(14,830)

At 31 July 2024

2

(13,401)

(13,399)

Share capital
£

Retained earnings
£

Total
£

At 1 August 2022

2

-

2

Profit for the year

-

1,429

1,429

At 31 July 2023

2

1,429

1,431

 

Palander Investments Ltd

Consolidated Statement of Cash Flows for the Year Ended 31 July 2024

Note

2024
£

2023
£

Cash flows from operating activities

Loss for the year

 

(43,781)

(95,941)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

830,097

831,977

Loss on disposal of tangible assets

484

3,437

Finance costs

6

(493)

3,978

Income tax expense

10

258,436

189,947

 

1,044,743

933,398

Working capital adjustments

 

Increase in trade debtors

14

(98,052)

(188,153)

Decrease in trade creditors

16

(4,557)

(334,379)

Cash generated from operations

 

942,134

410,866

Income taxes paid

10

(222,864)

(392,233)

Net cash flow from operating activities

 

719,270

18,633

Cash flows from investing activities

 

Acquisitions of tangible assets

(13,351)

(27,342)

Proceeds from sale of tangible assets

 

(50)

1,501

Net cash flows from investing activities

 

(13,401)

(25,841)

Cash flows from financing activities

 

Interest paid

6

493

(3,978)

Repayment of other borrowing

 

(168)

(582,087)

Dividends paid

(565,583)

(141,396)

Net cash flows from financing activities

 

(565,258)

(727,461)

Net increase/(decrease) in cash and cash equivalents

 

140,611

(734,669)

Cash and cash equivalents at 1 August

 

315,246

1,049,915

Cash and cash equivalents at 31 July

15

455,857

315,246

 

Palander Investments Ltd

Statement of Cash Flows for the Year Ended 31 July 2024

Note

2024
£

2023
£

Cash flows from operating activities

(Loss)/profit for the year

 

(14,830)

1,429

Adjustments to cash flows from non-cash items

 

Finance costs

-

8

Income tax expense

10

-

335

 

(14,830)

1,772

Working capital adjustments

 

(Increase)/decrease in trade debtors

14

(992)

609

Increase in trade creditors

16

6,287

5,586

Cash generated from operations

 

(9,535)

7,967

Income taxes paid

10

(335)

(676)

Net cash flow from operating activities

 

(9,870)

7,291

Cash flows from financing activities

 

Interest paid

-

(8)

Repayment of other borrowing

 

-

80,000

Net cash flows from financing activities

 

-

79,992

Net (decrease)/increase in cash and cash equivalents

 

(9,870)

87,283

Cash and cash equivalents at 1 August

 

89,051

1,768

Cash and cash equivalents at 31 July

 

79,181

89,051

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
34 Boulevard
Weston-super-Mare
Somerset
BS23 1NF

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

The consolidated financial statements of Palander Investments Ltd have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

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

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 July 2024.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

2

Accounting policies (continued)

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

2

Accounting policies (continued)

Rendering of services

Revenue 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 revenue 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.

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

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

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

2

Accounting policies (continued)

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible 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

Depreciation is charged so as to allocate the cost of assets or their residual value over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures and fittings

25% Reducing balance

Office equipment

33% Reducing balance

Software

33% Reducing balance

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 the Statement of Comprehensive Income.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

2

Accounting policies (continued)

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the Group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

5 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

2

Accounting policies (continued)

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.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Trade debtors

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

Trade 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 subsequently measured at amortised cost using the effective interest method.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs.
Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Statement of Comprehensive Income over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

2

Accounting policies (continued)

Provisions

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

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.

Defined contribution pension obligation

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

2

Accounting policies (continued)

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.


3

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of the revenues and expenses during the reporting period.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

3

Judgements in applying accounting policies and key sources of estimation uncertainty (continued)

The trade debtor balances of £3,355,657 (2023 - £3,359,477) recorded in the consolidated balance sheet, arising from Mosaic Island Ltd, comprise a relatively small number of large balances. A line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the levels of debts which ultimately prove to be uncollectable.

The accrued income balance of £207,951 (2023 - £101,243) recorded in the consolidated balance sheet represents fees for professional work and charges which have been earned but not invoiced. The balance is regularly reviewed to ensure that it is recoverable.

4

Turnover

The analysis of the group's revenue for the year from continuing operations is as follows:

2024
£

2023
£

Sales of services

16,249,369

16,870,940

5

Operating profit

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

15,023

16,903

Amortisation expense

815,074

815,076

Loss on disposal of property, plant and equipment

484

3,437

6

Interest payable and similar expenses

2024
£

2023
£

Interest expense on other finance liabilities

(493)

3,978

Foreign exchange (gains)/losses

-

524

(493)

4,502

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

7

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

3,153,532

3,098,723

Social security costs

341,599

323,314

Pension costs, defined contribution scheme

345,653

276,324

3,840,784

3,698,361

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Consultants

26

24

Administration

9

9

35

33

8

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

492,253

504,923

Contributions paid to defined contribution pension schemes

10,295

10,000

502,548

514,923

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under defined benefit pension schemes

1

1

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

8

Directors' remuneration (continued)

In respect of the highest paid director:

2024
£

2023
£

Remuneration

251,655

256,598

9

Auditors' remuneration

2024
£

2023
£

Audit of the financial statements

7,712

7,376

Other fees to auditors

All other non-audit services

3,000

2,600


 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

258,554

188,648

Deferred taxation

Arising from origination and reversal of timing differences

(118)

1,299

Tax expense in the income statement

258,436

189,947

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 25% (2023 - 25%).

The differences are reconciled below:

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

10

Taxation (continued)

2024
£

2023
£

Profit before tax

214,655

94,006

Corporation tax at standard rate

53,664

23,502

Effect of expenses not deductible in determining taxable profit

204,890

164,972

Tax (decrease)/increase from other short-term timing differences

(118)

277

Total tax charge

258,436

188,751

11

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 August 2023

4,075,371

4,075,371

At 31 July 2024

4,075,371

4,075,371

Amortisation

At 1 August 2023

3,168,991

3,168,991

Amortisation charge

815,074

815,074

At 31 July 2024

3,984,065

3,984,065

Carrying amount

At 31 July 2024

91,306

91,306

At 31 July 2023

906,380

906,380

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

12

Tangible assets

Group

Office equipment
 £

Total
£

Cost or valuation

At 1 August 2023

55,832

55,832

Additions

13,351

13,351

Disposals

(2,600)

(2,600)

At 31 July 2024

66,583

66,583

Depreciation

At 1 August 2023

22,005

22,005

Charge for the year

15,024

15,024

Eliminated on disposal

(2,167)

(2,167)

At 31 July 2024

34,862

34,862

Carrying amount

At 31 July 2024

31,721

31,721

At 31 July 2023

33,827

33,827

13

Investments

Company

2024
£

2023
£

Investments in subsidiaries

51

51

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

13

Investments (continued)

Subsidiaries

£

Cost or valuation

At 1 August 2023

51

Provision

Carrying amount

At 31 July 2024

51

At 31 July 2023

51

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

J&P Capital Limited

34 Boulevard, Weston-super-Mare, Somerset, BS23 1NF

England

Ordinary

100%

100%

Mosaic Island Ltd

St Brandon's House, 29 Great George Street, Bristol, BS1 5QT

England

Ordinary

75.04%

75.04%

Subsidiary undertakings

Subsidiary undertakings

J&P Capital Limited

The principal activity of J&P Capital Limited is an acquisition intermediary.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

13

Investments (continued)

Mosaic Island Ltd

The principal activity of Mosaic Island Ltd is the provision of IT architecture services and consultancy.

14

Debtors

 

Group

Company

Current

2024
£

2023
£

2024
£

2023
£

Trade debtors

3,355,657

3,359,477

-

-

Prepayments

39,828

44,664

992

-

Accrued income

207,951

101,243

-

-

 

3,603,436

3,505,384

992

-

15

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash on hand

100

100

-

-

Cash at bank

455,757

764,423

79,181

89,051

455,857

764,523

79,181

89,051

Invoice discounting current account

-

(449,277)

-

-

Cash and cash equivalents in statement of cash flows

455,857

315,246

79,181

89,051

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

16

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

17

163,000

612,445

80,000

80,000

Trade creditors

 

2,134,322

1,976,465

-

-

Social security and other taxes

 

466,913

566,506

11,274

5,075

Other payables

 

47,181

47,180

49

48

Accruals and deferred income

 

664,594

727,416

2,300

2,213

Corporation tax liability

10

116,749

81,059

-

335

 

3,592,759

4,011,071

93,623

87,671

17

Loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Current loans and borrowings

Invoice discounting current account

-

449,277

-

-

Other borrowings

163,000

163,168

80,000

80,000

163,000

612,445

80,000

80,000

The invoice discounting current account balance is secured by way of an unlimited debenture over the assets of Mosaic Island Ltd. This is further secured by a cross company guarantee from J&P Capital Limited.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

18

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 August 2023

1,968

1,968

Increase (decrease) in existing provisions

(118)

(118)

At 31 July 2024

1,850

1,850

19

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £345,653 (2023 - £276,324).

20

Share capital

Allotted, called up and fully paid shares

2024

2023

No.

£

No.

£

Ordinary shares of £1 each

100

100

100

100

       

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.

21

Reserves

Group

Profit and loss account

Comprise all current and prior period retained profits and losses.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

22

Related party transactions

Group

Summary of transactions with all entities with joint control or significant interest

Zegura Ltd and Pickaweb Ltd
Companies owned by A P Messer and Ms P M Torres Wahlberg

 

Loans from related parties

2024

Entities with joint control
£

Total
£

At start of period

163,168

163,168

Interest transactions

(168)

(168)

At end of period

163,000

163,000

2023

Entities with joint control or significant influence
£

Total
£

At start of period

18,037

18,037

Advanced

163,000

163,000

Repaid

(18,037)

(18,037)

Interest transactions

168

168

At end of period

163,168

163,168

Terms of loans from related parties

Loans from Zegura Ltd and Pickaweb are interest free and repayable by 31 July 2025.
 

23

Parent and ultimate parent undertaking

The company's immediate parent is Palander Holdings SL, incorporated in Spain.

 The ultimate controlling party is Mr A P Messer and Ms P M Torres Wahlberg.

 

Palander Investments Ltd

Notes to the Financial Statements for the Year Ended 31 July 2024

24

Analysis of changes in net debt

Group

At 1 August 2023
£

Financing cash flows
£

At 31 July 2024
£

Cash and cash equivalents

Cash

764,523

(308,666)

455,857

Borrowings

Short term borrowings

(612,455)

449,455

(163,000)

 

152,068

140,789

292,857

Company

At 1 August 2023
£

Financing cash flows
£

At 31 July 2024
£

Cash and cash equivalents

Cash

89,051

9,870

98,921

Borrowings

Short term borrowings

80,000

-

80,000

 

169,051

9,870

178,921