IRIS Accounts Production v25.1.3.33 15224840 Board of Directors 20.10.23 31.12.24 31.12.24 0 true true false true true false false true false 0 Ordinary 1.00000 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh152248402023-10-19152248402024-12-31152248402023-10-202024-12-31152248402023-10-1915224840ns15:EnglandWales2023-10-202024-12-3115224840ns14:PoundSterling2023-10-202024-12-3115224840ns10:Director12023-10-202024-12-3115224840ns10:PrivateLimitedCompanyLtd2023-10-202024-12-3115224840ns10:FRS1022023-10-202024-12-3115224840ns10:Audited2023-10-202024-12-3115224840ns10:LargeCompaniesRegimeForDirectorsReport2023-10-202024-12-3115224840ns10:LargeCompaniesRegimeForAccounts2023-10-202024-12-3115224840ns10:FullAccounts2023-10-202024-12-3115224840ns10:OrdinaryShareClass12023-10-202024-12-311522484011ns10:OrdinaryShareClass12023-10-202024-12-3115224840ns10:Director22023-10-202024-12-3115224840ns10:CompanySecretary12023-10-202024-12-3115224840ns10:RegisteredOffice2023-10-202024-12-3115224840ns10:Director32023-10-202024-12-3115224840ns5:CurrentFinancialInstruments2024-12-3115224840ns5:Non-currentFinancialInstruments2024-12-3115224840ns5:ShareCapital2024-12-3115224840ns5:SharePremium2024-12-3115224840ns5:RetainedEarningsAccumulatedLosses2024-12-3115224840ns5:ShareCapital2023-10-202024-12-3115224840ns5:SharePremium2023-10-202024-12-3115224840ns5:RetainedEarningsAccumulatedLosses2023-10-202024-12-3115224840ns5:AdditionsToInvestments2024-12-3115224840ns5:CostValuation2024-12-3115224840ns5:Subsidiary12023-10-202024-12-31152248401ns5:Subsidiary12023-10-202024-12-3115224840ns5:Subsidiary12024-12-3115224840ns5:Subsidiary22023-10-202024-12-3115224840ns5:Subsidiary232023-10-202024-12-3115224840ns5:Subsidiary22024-12-3115224840ns10:OrdinaryShareClass12024-12-31
REGISTERED NUMBER: 15224840 (England and Wales)















STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024

FOR

ELANDERS HOLDING UK LIMITED

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Cash Flow Statement 14

Notes to the Cash Flow Statement 15

Notes to the Financial Statements 16


ELANDERS HOLDING UK LIMITED

COMPANY INFORMATION
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024







DIRECTORS: M Nilsson
Ms A J C Vilsson





SECRETARY: Oakwood Corporate Secretary Limited





REGISTERED OFFICE: 3rd Floor 1 Ashley Road
Altrincham
United Kingdom
Cheshire
WA14 2DT





REGISTERED NUMBER: 15224840 (England and Wales)





AUDITORS: Fawcetts LLP
Chartered Accountants
and Statutory Auditors
Windover House
St. Ann Street
Salisbury
SP1 2DR

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

STRATEGIC REPORT
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


The directors present their strategic report for the period 20 October 2023 to 31 December 2024.

REVIEW OF BUSINESS
Elanders Holding UK Limited (the "Company") was incorporated on 20 October 2023 as a private limited company. It is a wholly owned subsidiary of Elanders AB, which is part of a larger international group (the "Group").

This strategic report covers the Company's first accounting period, which runs from the date of incorporation to 31 December 2024, being a period longer than 12 months.

During the period, the principal activity of the Company was the acquisition and holding of investments in subsidiary undertakings. As part of its establishment and initial investment strategy, the Company acquired equity interests in two subsidiary undertakings:

Kammac Limited on 8 December 2023.

Bishopsgate Holdco Ltd (and its subsidiary Bishopsgate Newco Ltd) on 6 February 2024.

These acquisitions represent the Company's initial investments and form the foundation of its future operations within the Group's UK-based structure.

Aside from these investment activities, the Company had no significant trading operations during the period.

PRINCIPAL RISKS AND UNCERTAINTIES
As a newly established holding entity, the Company is primarily exposed to financial and operational risks relating to:

The performance and financial stability of its subsidiary undertakings

Group funding arrangements and intra-group financing

Regulatory and legal compliance within the UK corporate structure

The directors monitor these risks on an ongoing basis and rely on oversight from the wider Group to ensure compliance and support.

Given the Company's limited operational scope, the directors consider that its exposure to wider market risks is minimal at this stage.

SECTION 172(1) STATEMENT
In accordance with Section 172(1) of the Companies Act 2006, the directors have acted in a way that they consider, in good faith, would promote the success of the Company for the benefit of its sole shareholder. In doing so, the directors have had regard to, among other matters:

The likely long-term consequences of decisions made

The need to foster relationships with key stakeholders, particularly the Group and subsidiary management teams

The importance of maintaining a reputation for high standards of business conduct

The need to act fairly between members of the Company

As the Company has no employees or direct trading activities, stakeholder engagement is primarily conducted through Group governance and management structures.


ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

STRATEGIC REPORT
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024

FINANCIAL POSITION AND PERFORMANCE
The Company's statement of financial position reflects the cost of investments in its two subsidiaries as its principal asset. It is funded by equity contributed by the parent company and, where applicable, through intra-group balances.

There were no revenues during the period. Administrative expenses were limited and primarily related to set-up costs and professional services.

The Company has adequate resources to continue in operational existence for the foreseeable future and the directors consider the going concern basis to be appropriate in preparing the financial statements.

FUTURE DEVELOPMENTS
The Company is expected to continue in its current role as a holding company within the Group. There are no plans for significant operational expansion at the holding company level in the short term. However, the Company may acquire further investments or restructure existing holdings in line with the Group's strategic goals.

ON BEHALF OF THE BOARD:





M Nilsson - Director


8 July 2025

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

REPORT OF THE DIRECTORS
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


The directors present their report with the financial statements of the company for the period 20 October 2023 to 31 December 2024.

INCORPORATION
The company was incorporated on 20 October 2023 .

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of a holding company.

DIVIDENDS
No dividends will be distributed for the period ended 31 December 2024.

DIRECTORS
The directors who have held office during the period from 20 October 2023 to the date of this report are as follows:

M Nilsson - appointed 20 October 2023
Ms A J C Vilsson - appointed 1 May 2024
A Wikner - appointed 20 October 2023 - resigned 1 May 2024

Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

REPORT OF THE DIRECTORS
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


AUDITORS
The auditors, Fawcetts LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





M Nilsson - Director


8 July 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ELANDERS HOLDING UK LIMITED


Opinion
We have audited the financial statements of Elanders Holding Uk Limited (the 'company') for the period ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the period 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ELANDERS HOLDING UK LIMITED


Opinions 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ELANDERS HOLDING UK LIMITED


Auditors' 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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities and fraud
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations we consider the following:

- the nature of the industry/sector, control environment and financial performance;

-
results of our enquiries of management about their own identification and assessment of the risk of
irregularities;
- any matters we identified having obtained and reviewed the company's documentation of their policies and
procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected
or alleged fraud; and
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;.
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following area: revenue and profit recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We have also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and tax legislation.

Audit response to risk identified
As a result of performing the above, we identified revenue and profit recognition, stock valuation, estimation techniques and management override of controls as key matters related to the potential risk of fraud or material misstatement. Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance
with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
- understanding the entity's revenue recognition policies and how they are applied, including the relevant
controls and processes and performing a walk-through to validate our understanding;
- performing analytical procedures to compare revenue recognised against expectations, past results, and
management forecasts, and investigated material divergences by obtaining corroborative evidence;


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ELANDERS HOLDING UK LIMITED

in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions,

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 Report of the Auditors.

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 a Report of the Auditors 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.




Simon Ellingham FCA (Senior Statutory Auditor)
for and on behalf of Fawcetts LLP
Chartered Accountants
and Statutory Auditors
Windover House
St. Ann Street
Salisbury
SP1 2DR

8 July 2025

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

INCOME STATEMENT
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024

Notes £   

TURNOVER -

Administrative expenses 28,785
OPERATING LOSS (28,785 )

Acquisition costs 4 1,936,597
(1,965,382 )


Interest payable and similar expenses 5 7,521,883
LOSS BEFORE TAXATION (9,487,265 )

Tax on loss 6 -
LOSS FOR THE FINANCIAL PERIOD (9,487,265 )

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

OTHER COMPREHENSIVE INCOME
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024

Notes £   

LOSS FOR THE PERIOD (9,487,265 )


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME FOR THE
PERIOD

(9,487,265

)

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

BALANCE SHEET
31 DECEMBER 2024

Notes £    £   
FIXED ASSETS
Investments 7 105,330,425

CURRENT ASSETS
Debtors 8 649,575

CREDITORS
Amounts falling due within one year 9 8,956,414
NET CURRENT LIABILITIES (8,306,839 )
TOTAL ASSETS LESS CURRENT LIABILITIES 97,023,586

CREDITORS
Amounts falling due after more than one
year

10

79,699,850
NET ASSETS 17,323,736

CAPITAL AND RESERVES
Called up share capital 12 160
Share premium 13 26,810,841
Retained earnings 13 (9,487,265 )
SHAREHOLDERS' FUNDS 17,323,736

The financial statements were approved by the Board of Directors and authorised for issue on 8 July 2025 and were signed on its behalf by:





M Nilsson - Director


ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024

Called up
share Retained Share Total
capital earnings premium equity
£    £    £    £   

Changes in equity
Issue of share capital 160 - 26,810,841 26,811,001
Total comprehensive income - (9,487,265 ) - (9,487,265 )
Balance at 31 December 2024 160 (9,487,265 ) 26,810,841 17,323,736

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

CASH FLOW STATEMENT
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024

Notes £   
Cash flows from operating activities
Cash generated from operations 1 6,341,457
Interest paid (7,521,883 )
Net cash from operating activities (1,180,426 )

Cash flows from investing activities
Purchase of fixed asset investments (105,330,425 )
Net cash from investing activities (105,330,425 )

Cash flows from financing activities
New loans in year 79,699,850
Share issue 26,811,001
Net cash from financing activities 106,510,851

Increase in cash and cash equivalents -
Cash and cash equivalents at beginning of
period

-

Cash and cash equivalents at end of period -

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

NOTES TO THE CASH FLOW STATEMENT
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£   
Loss before taxation (9,487,265 )
Finance costs 7,521,883
(1,965,382 )
Increase in trade and other debtors (649,575 )
Increase in trade and other creditors 8,956,414
Cash generated from operations 6,341,457


2. ANALYSIS OF CHANGES IN NET DEBT

At 20.10.23 Cash flow At 31.12.24
£    £    £   
Debt
Debts falling due after 1 year - (79,699,850 ) (79,699,850 )
- (79,699,850 ) (79,699,850 )
Total - (79,699,850 ) (79,699,850 )

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


1. STATUTORY INFORMATION

Elanders Holding Uk Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements
The financial statements contain information about Elanders Holding Uk Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Elanders AB, 1c, Flojelbergsgatan, Molndal, Sweden, 43137.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost. As permitted by FRS 102, the directors have adopted the IFRS treatment of acquisition costs and accordingly all costs relating to the acquisition of subsidiary undertakings are expensed in the year of acquisition.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

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

3. EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2024.

The average number of employees during the period was NIL.

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


3. EMPLOYEES AND DIRECTORS - continued

£   
Directors' remuneration -

4. ACQUISITION COSTS

During the period the company incurred legal and professional fees of £1,405,747 and stamp duty of £530,850 in respect of the acquisition of Kammac Ltd and Bishopsgate Holdco Ltd. In line with the accounting policy adopted by the company, these costs have been expensed in the income statement.

5. INTEREST PAYABLE AND SIMILAR EXPENSES
£   
Loan interest 7,521,883

6. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the period.

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:

£   
Loss before tax (9,487,265 )
Loss multiplied by the standard rate of corporation tax in the UK of 25% (2,371,816 )

Effects of:
Losses carried forward 2,371,816
Total tax charge -

7. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
Additions 105,330,425
At 31 December 2024 105,330,425
NET BOOK VALUE
At 31 December 2024 105,330,425

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


7. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Kammac Limited
Registered office: England & Wales
Nature of business: Distribution and logistics
%
Class of shares: holding
Ordinary 100.00
2024
£   
Aggregate capital and reserves 12,072,803
Loss for the period (3,428,077 )

Bishopsgate Holdco Ltd
Registered office: England & Wales
Nature of business: Holding company
%
Class of shares: holding
A Ordinary 88.50
2024
£   
Aggregate capital and reserves 45,342,999

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
£   
Due from group companies 649,575

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
£   
Due to group companies 8,953,052
Accrued expenses 3,362
8,956,414

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
£   
Other loans (see note 11) 79,699,850

ELANDERS HOLDING UK LIMITED (REGISTERED NUMBER: 15224840)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 20 OCTOBER 2023 TO 31 DECEMBER 2024


11. LOANS

An analysis of the maturity of loans is given below:

£   
Amounts falling due in more than five years:
Repayable otherwise than by instalments
Due to group companies 79,699,850

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £   
160 Ordinary £1 160

160 Ordinary shares of £1 each were allotted as fully paid at a premium of £167,567.76 per share during the period.

13. RESERVES
Retained Share
earnings premium Totals
£    £    £   

Deficit for the period (9,487,265 ) (9,487,265 )
Cash share issue - 26,810,841 26,810,841
At 31 December 2024 (9,487,265 ) 26,810,841 17,323,576

14. RELATED PARTY DISCLOSURES

During the period ended 31 December 2024, the company was charged loan interest of £7,521,883 by its ultimate parent company Elanders AB.

At 31 December 2024 the company owed Elanders AB a total of £88,652,902 and was owed £649,575 by its subsidiary Kammac Limited.

15. ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Elanders AB, a public company registered in Sweden.

The ultimate controlling party of Elanders AB is Carl Bennet.