Pensive Dragon Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 11669002

Pensive Dragon Limited

Financial Statements

For the year ended

31 December 2024

Pensive Dragon Limited

Financial Statements

Year ended 31 December 2024

Contents	Page

Strategic report	1

Directors' report	3

Independent auditor's report to the members	5

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	15

Consolidated statement of cash flows	17

Notes to the financial statements	18

Pensive Dragon Limited

Strategic Report

Year ended 31 December 2024

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 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 of the position or 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 Groups 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 the group to provide a high value service, establishing a solid foundation for new clients, while continuing to build on new 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. 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 by the board of directors on 30 September 2025 and signed on behalf of the board by:

J N Smith

Director

Registered office:

The Portland Building

27 - 28 Church Street

Brighton

East Sussex

United Kingdom

BN1 1RB

Pensive Dragon Limited

Directors' Report

Year ended 31 December 2024

The directors present their report and the financial statements of the group for the year ended 31 December 2024 .

Directors

The directors who served the company during the year were as follows:

B J H Smith
J N Smith

Dividends

Particulars of recommended dividends are detailed in note 12 to the financial statements.

Other matters

Matters covered in the Group strategic report

The Group has chosen in accordance with s414C(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.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' 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 the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - 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. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 30 September 2025 and signed on behalf of the board by:

J N Smith

Director

Registered office:

The Portland Building

27 - 28 Church Street

Brighton

East Sussex

United Kingdom

BN1 1RB

Pensive Dragon Limited

Independent Auditor's Report to the Members of Pensive Dragon Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of Pensive Dragon Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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 2024 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's 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 directors with respect to going concern are described in the relevant sections of this report.

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 directors are responsible for the other information. 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.

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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' 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 directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company and group through discussions and from our commercial knowledge and experience of the company and group, the sector in which they operate and the services they provide; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company and group, including the Companies Act 2006, The Financial Service and Markets Act 2000, taxation legislation, data protection, health and safety legislation, anti-bribery, employment and environmental legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; and - enquiring of management as to actual and potential litigation and claims. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. A further description of our responsibilities 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.

Robert Anderson

(Senior Statutory Auditor)

For and on behalf of

Streets Audit LLP

Chartered accountants & statutory auditor

Halifax House

30 George Street

Hull

East Yorkshire

HU1 3AJ

30 September 2025

Pensive Dragon Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2024

		2024	2023
Note		$	$
Turnover	4	24,443,173	13,555,849

Cost of sales	2,784,373	1,116,582
	---------------	---------------
Gross profit	21,658,800	12,439,267

Administrative expenses		24,715,542	15,608,666
Other operating income	5	9,388,674	6,486,669
		---------------	---------------
Operating profit	6	6,331,932	3,317,270

Other interest receivable and similar income	9	359,978	221,564
Interest payable and similar expenses	10	58,436	82,664
		---------------	---------------
Profit before taxation		6,633,474	3,456,170

Tax on profit	11	1,654,712	887,184
		--------------	--------------
Profit for the financial year		4,978,762	2,568,986
		--------------	--------------

Foreign currency retranslation	12,330	( 9,729)
	--------------	--------------
Total comprehensive income for the year	4,991,092	2,559,257
	--------------	--------------

Profit for the financial year attributable to:

The owners of the parent company	4,453,896	2,298,161
Non-controlling interests	524,866	270,825
	--------------	--------------
	4,978,762	2,568,986
	--------------	--------------

Total comprehensive income for the year attributable to:

The owners of the parent company	4,466,226	2,288,432
Non-controlling interests	524,866	270,825
	--------------	--------------
	4,991,092	2,559,257
	--------------	--------------

All the activities of the group are from continuing operations.

Pensive Dragon Limited

Consolidated Statement of Financial Position

31 December 2024

	2024	2023
Note	$	$

Fixed assets

Tangible assets	14	2,093,468	2,103,340

Current assets

Debtors	16	13,736,688	5,634,403
Cash at bank and in hand		12,536,883	7,851,287
		---------------	---------------
		26,273,571	13,485,690

Creditors: amounts falling due within one year	17	17,081,133	9,276,594
		---------------	---------------
Net current assets		9,192,438	4,209,096
		---------------	--------------
Total assets less current liabilities		11,285,906	6,312,436
		---------------	--------------
Net assets		11,285,906	6,312,436
		---------------	--------------

Capital and reserves

Called up share capital	20	4	4
Share premium account	21	452,233	452,233
Foreign exchange reserve	21	2,178	( 10,152)
Profit and loss account	21	9,601,101	5,164,827
		---------------	--------------
Equity attributable to the owners of the parent company		10,055,516	5,606,912

Non-controlling interests	1,230,390	705,524
	---------------	--------------
	11,285,906	6,312,436
	---------------	--------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

J N Smith

Director

Company registration number: 11669002

Pensive Dragon Limited

Company Statement of Financial Position

31 December 2024

	2024	2023
Note	$	$

Fixed assets

Tangible assets	14	2,064,294	2,060,288
Investments	15	467,809	467,809
		--------------	--------------
		2,532,103	2,528,097

Current assets

Debtors	16	305,387	308,704
Cash at bank and in hand		1,012,725	685,912
		--------------	-----------
		1,318,112	994,616

Creditors: amounts falling due within one year	17	1,921,219	2,221,146
		--------------	--------------
Net current liabilities		603,107	1,226,530
		--------------	--------------
Total assets less current liabilities		1,928,996	1,301,567
		--------------	--------------
Net assets		1,928,996	1,301,567
		--------------	--------------

Capital and reserves

Called up share capital	20	4	4
Share premium account	21	452,233	452,233
Profit and loss account	21	1,476,759	849,330
		--------------	--------------
Shareholders funds		1,928,996	1,301,567
		--------------	--------------

The profit for the financial year of the parent company was $ 644,890 (2023: $ 613,443 ).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 30 September 2025 , and are signed on behalf of the board by:

J N Smith

Director

Company registration number: 11669002

Pensive Dragon Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2024

			Called up share capital	Share premium account	Foreign exchange reserve	Profit and loss account	Equity attributable to the owners of the parent company	Non-controlling interests	Total
			$	$	$	$	$	$	$
At 1 January 2023			4	452,233	( 423)	3,895,050	4,346,864	434,699	4,781,563

Profit for the year						2,298,161	2,298,161	270,825	2,568,986
Other comprehensive income for the year:
	Foreign currency retranslation		–	–	( 9,729)	–	( 9,729)	–	( 9,729)
			-----	-----------	--------	-------------	-------------	-----------	-------------
Total comprehensive income for the year			–	–	( 9,729)	2,298,161	2,288,432	270,825	2,559,257

Dividends paid and payable		12	–	–	–	( 1,028,384)	( 1,028,384)	–	( 1,028,384)
			-----	-----------	--------	-------------	-------------	-----------	-------------
Total investments by and distributions to owners			–	–	–	( 1,028,384)	( 1,028,384)	–	( 1,028,384)

At 31 December 2023			4	452,233	( 10,152)	5,164,827	5,606,912	705,524	6,312,436

Pensive Dragon Limited

Consolidated Statement of Changes in Equity (continued)

Year ended 31 December 2024

			Called up share capital	Share premium account	Foreign exchange reserve	Profit and loss account	Equity attributable to the owners of the parent company	Non-controlling interests	Total
			$	$	$	$	$	$	$
Profit for the year						4,453,896	4,453,896	524,866	4,978,762
Other comprehensive income for the year:
	Foreign currency retranslation		–	–	12,330	–	12,330	–	12,330
			-----	-----------	---------	-------------	-------------	-----------	-------------
Total comprehensive income for the year			–	–	12,330	4,453,896	4,466,226	524,866	4,991,092

Dividends paid and payable		12	–	–	–	( 17,622)	( 17,622)	–	( 17,622)
			-----	-----	-----	---------	---------	-----	---------
Total investments by and distributions to owners			–	–	–	( 17,622)	( 17,622)	–	( 17,622)

			-----	-----------	--------	-------------	-------------	-------------	-------------
At 31 December 2024			4	452,233	2,178	9,601,101	10,055,516	1,230,390	11,285,906
			-----	-----------	--------	-------------	-------------	-------------	-------------

Pensive Dragon Limited

Company Statement of Changes in Equity

Year ended 31 December 2024

			Called up share capital	Share premium account	Profit and loss account	Total
			$	$	$	$
At 1 January 2023			4	452,233	320,086	772,323

Profit for the year					613,443	613,443
Other comprehensive income for the year:
	Foreign currency retranslation		–	–	( 63,735)	( 63,735)
			-----	-----------	-----------	-----------
Total comprehensive income for the year			–	–	549,708	549,708

Dividends paid and payable		12	–	–	( 20,464)	( 20,464)
			-----	-----------	-----------	-----------
Total investments by and distributions to owners			–	–	( 20,464)	( 20,464)

At 31 December 2023			4	452,233	849,330	1,301,567

Profit for the year					644,890	644,890
Other comprehensive income for the year:
	Foreign currency retranslation		–	–	7,792	7,792
			-----	-----------	-----------	-------------
Total comprehensive income for the year			–	–	652,682	652,682

Pensive Dragon Limited

Company Statement of Changes in Equity (continued)

Year ended 31 December 2024

		Called up share capital	Share premium account	Profit and loss account	Total
		$	$	$	$
Dividends paid and payable	12	–	–	( 25,253)	( 25,253)
		-----	-----	---------	---------
Total investments by and distributions to owners		–	–	( 25,253)	( 25,253)

		-----	-----------	-------------	-------------
At 31 December 2024		4	452,233	1,476,759	1,928,996
		-----	-----------	-------------	-------------

Pensive Dragon Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2024

	2024	2023
	$	$

Cash flows from operating activities

Profit for the financial year	4,978,762	2,568,986

Adjustments for:
Depreciation of tangible assets	33,255	38,965
Other interest receivable and similar income	( 359,978)	( 221,564)
Interest payable and similar expenses	58,436	82,664
Tax on profit	1,654,712	887,184
Accrued expenses	7,716,243	1,542,798
Foreign exchange reserve movement	12,330	(9,729)

Changes in:
Trade and other debtors	( 8,102,285)	( 1,168,603)
Trade and other creditors	( 602,473)	379,553
	--------------	--------------
Cash generated from operations	5,389,002	4,100,254

Interest paid	( 58,436)	( 82,664)
Interest received	359,978	221,564
Tax paid	( 963,943)	( 1,420,522)
	--------------	--------------
Net cash from operating activities	4,726,601	2,818,632
	--------------	--------------

Cash flows from investing activities

Purchase of tangible assets	( 23,383)	( 11,829)
Proceeds from sale of other investments	–	2,492,412
	--------------	--------------
Net cash (used in)/from investing activities	( 23,383)	2,480,583
	--------------	--------------

Cash flows from financing activities

Dividends paid	( 17,622)	( 1,028,384)
	--------------	--------------
Net cash used in financing activities	( 17,622)	( 1,028,384)
	--------------	--------------

Net increase in cash and cash equivalents	4,685,596	4,270,831
Cash and cash equivalents at beginning of year	7,851,287	3,580,456
	---------------	--------------
Cash and cash equivalents at end of year	12,536,883	7,851,287
	---------------	--------------

Pensive Dragon Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is The Portland Building, 27 - 28 Church Street, Brighton, East Sussex, BN1 1RB, United Kingdom.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss. The financial statements are prepared in dollars, which is the presentational currency of the group and company. However, the functional currency of the entity is sterling while the functional currency of the group is dollars.

Interest income

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

Finance costs

Finance costs are charged to the profit and 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.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102: (a) In accordance with paragraph 3.17(d), the individual financial statements of the parent do not include a cash flow statement, as the group financial statements include a consolidated cash flow statement.

Consolidation

The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.

Non-controlling interests

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination.

The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the minority interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 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.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of revenue can be measured reliably, it is probable that the associated economic benefits will flow to the entity, and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Income tax

The taxation expense represents the aggregate amount of current tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Equipment	-	3-5 years straight line

Freehold property consists exclusively of investment property which is not depreciated.

Investment property

Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure. Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	2024	2023
	$	$
Sale of goods	24,443,173	13,555,849
	---------------	---------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Other operating income

	2024	2023
	$	$
Other operating income	9,388,674	6,486,669
	--------------	--------------

6. Operating profit

Operating profit or loss is stated after charging/crediting:

	2024	2023
	$	$
Depreciation of tangible assets	33,255	38,965
Foreign exchange differences	( 77,623)	355,657
	---------	-----------

7. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2024	2023
	No.	No.
Management staff	4	4
Investment professional	11	12
Investor relations	1	1
Operations	3	3
	-----	-----
	19	20
	-----	-----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2024	2023
	$	$
Wages and salaries	12,303,413	6,830,682
Social security costs	1,329,116	756,591
Other pension costs	50,958	49,165
	---------------	--------------
	13,683,487	7,636,438
	---------------	--------------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2024	2023
	$	$
Remuneration	15,478	13,617
	---------	---------

9. Other interest receivable and similar income

	2024	2023
	$	$
Interest on loans and receivables	359,978	221,564
	-----------	-----------

10. Interest payable and similar expenses

	2024	2023
	$	$
Interest on banks loans and overdrafts	58,436	82,664
	---------	---------

11. Tax on profit

Major components of tax expense

	2024	2023
	$	$

Current tax:

UK current tax expense	1,654,309	887,184
Adjustments in respect of prior periods	403	–
	--------------	-----------
Total current tax	1,654,712	887,184
	--------------	-----------
Tax on profit	1,654,712	887,184
	--------------	-----------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is lower than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 23.52 %).

	2024	2023
	$	$
Profit on ordinary activities before taxation	6,633,474	3,456,170
	--------------	--------------
Profit on ordinary activities by rate of tax	1,658,368	812,892
Adjustment to tax charge in respect of prior periods	21,150	( 3,090)
Effect of expenses not deductible for tax purposes	12,194	67,833
Effect of capital allowances and depreciation	243	–
Movement in deferred tax not recognised	( 484)	8,845
Remeasurement of deferred tax for changes in tax rates	–	(522)
Tax adjustments on foreign subsidiaries	(9,040)	1,226
Exchange differences	(27,719)	–
	--------------	--------------
Tax on profit	1,654,712	887,184
	--------------	--------------

12. Dividends

	2024	2023
	$	$
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )	17,622	1,028,384
	---------	--------------

13. Intangible assets

Group	Goodwill
	$
Cost
At 1 January 2024 and 31 December 2024	( 3,239,251)
	--------------
Amortisation
At 1 January 2024 and 31 December 2024	( 3,239,251)
	--------------
Carrying amount
At 1 January 2024 and 31 December 2024	–
	--------------
At 31 December 2023	–
	--------------

The company has no intangible assets.

14. Tangible assets

Group	Freehold property	Equipment	Total
	$	$	$
Cost
At 1 January 2024	2,056,617	134,409	2,191,026
Additions	–	23,383	23,383
	--------------	-----------	--------------
At 31 December 2024	2,056,617	157,792	2,214,409
	--------------	-----------	--------------
Depreciation
At 1 January 2024	–	87,686	87,686
Charge for the year	–	33,255	33,255
	--------------	-----------	--------------
At 31 December 2024	–	120,941	120,941
	--------------	-----------	--------------
Carrying amount
At 31 December 2024	2,056,617	36,851	2,093,468
	--------------	-----------	--------------
At 31 December 2023	2,056,617	46,723	2,103,340
	--------------	-----------	--------------

Company	Freehold property	Equipment	Total
	$	$	$
Cost
At 1 January 2024	2,056,617	7,561	2,064,178
Additions	–	5,746	5,746
	--------------	---------	--------------
At 31 December 2024	2,056,617	13,307	2,069,924
	--------------	---------	--------------
Depreciation
At 1 January 2024	–	3,890	3,890
Charge for the year	–	1,740	1,740
	--------------	---------	--------------
At 31 December 2024	–	5,630	5,630
	--------------	---------	--------------
Carrying amount
At 31 December 2024	2,056,617	7,677	2,064,294
	--------------	---------	--------------
At 31 December 2023	2,056,617	3,671	2,060,288
	--------------	---------	--------------

Included within the above is investment property as follows:

	Group	Company
	$	$
At 1 January 2024 and 31 December 2024	2,056,617	2,056,617
	--------------	--------------
At 1 January 2024	2,056,617	2,056,617
	--------------	--------------

The investment property is valued at purchase price, which the directors believe is not materially different to market value .

15. Investments

The group has no investments.

Company	Shares in group undertakings
	$
Cost
At 1 January 2024 and 31 December 2024	467,809
	-----------
Impairment
At 1 January 2024 and 31 December 2024	–
	-----------

Carrying amount
At 1 January 2024 and 31 December 2024	467,809
	-----------
At 31 December 2023	467,809
	-----------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Palliser Capital (UK) Limited - Palliser Road, London, England, W14 9EQ	Ordinary	89
Palliser Capital (HK) Limited - Suite 1506, 15/F, The L Plaza, 367 - 375 Queen's Road Central, Hong Kong	Ordinary	99
Palliser Capital (TW) Limited - 2F, No. 320, Sec. 4, Zhongxiao E. Rd, Da'an Dist, Taipei City 106433, Taiwan (R.O.C.)	Ordinary	100
Palliser Capital (US) LLC - 251 Little Falls Drive, Wilmington, New Castle Country, Delaware, 19808, United States	Ordinary	100

16. Debtors

	Group		Company
	2024	2023	2024	2023
	$	$	$	$
Trade debtors	57,529	–	–	–
Amounts owed by group undertakings	–	–	295,000	300,070
Prepayments and accrued income	12,117,378	4,973,621	2,199	–
Other debtors	1,561,781	660,782	8,188	8,634
	---------------	--------------	-----------	-----------
	13,736,688	5,634,403	305,387	308,704
	---------------	--------------	-----------	-----------

17. Creditors: amounts falling due within one year

	Group		Company
	2024	2023	2024	2023
	$	$	$	$
Trade creditors	250,793	531,503	–	–
Accruals and deferred income	13,749,577	6,033,334	48,021	37,795
Corporation tax	1,040,169	349,400	–	–
Social security and other taxes	83,122	92,085	549	–
Director loan accounts	1,570,292	1,875,798	1,570,292	1,875,798
Other creditors	387,180	394,474	302,357	307,553
	---------------	--------------	--------------	--------------
	17,081,133	9,276,594	1,921,219	2,221,146
	---------------	--------------	--------------	--------------

18. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was $ 50,958 (2023: $ 49,165 ).

Contributions totalling $Nil (2023: $10,015) were payable to the fund at the reporting date.

19. Financial instruments

The carrying amount for each category of financial instrument is as follows:

Financial assets that are debt instruments measured at amortised cost

	Group
	2024	2023
	$	$
Financial assets that are debt instruments measured at amortised cost	26,273,301	13,485,690
	---------------	---------------

Financial liabilities measured at amortised cost

	Group
	2024	2023
	$	$
Financial liabilities measured at amortised cost	15,957,842	8,835,109
	---------------	--------------

20. Called up share capital

Issued, called up and fully paid

	2024		2023
	No.	$	No.	$
Ordinary shares of $ 0.000085 each	46,903	4	46,903	4
	---------	-----	---------	-----

21. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. 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 - This reserve records retained earnings and accumulated losses.

22. Analysis of changes in net debt

	At 1 Jan 2024	Cash flows	At 31 Dec 2024
	$	$	$
Cash at bank and in hand	7,851,287	4,685,596	12,536,883
Debt due within one year	(1,875,798)	305,506	(1,570,292)
	--------------	--------------	---------------
	5,975,489	4,991,102	10,966,591
	--------------	--------------	---------------

Pensive Dragon Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2024

23. Related party transactions

Group

During the year, the group received management and incentive fees totalling $24,380,046 (2023: $13,496,850) from companies under common control. At 31 December 2024, $12,033,876 (2023: $4,910,552) was due to the company in relation to these fees. Expenses amounting to $9,388,674 (2023: $6,486,669) 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 2024, $1,390,574 (2023: $499,503) was due to the company in relation to these recharges. Dividends amounting to $638,896 were received by the company from subsidiaries. The group has taken advantage of the exemption available in FRS 102 not to disclose transactions and balances with group undertakings which are wholly owned by the immediate parent undertaking. The only key management personnel are the directors and their remuneration has been disclosed in note 8.

24. Controlling party

The company and group was under the control of James Smith and Bonita Smith throughout the current and previous year

25. Change in functional and presentational currency

At 1 January 2024, the group and company changed its functional and presentational currency from Sterling to US Dollars. As a consequence of this, the comparative amounts reported in these financial statements have been represented in US Dollars.