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Company registration number: 05801490







DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 AUGUST 2025


PALRINGO LIMITED






































img6084.png                        

 


PALRINGO LIMITED
 


 
COMPANY INFORMATION


Directors
I Abou-Amarah 
S Dunford 
G Knight 
J Rosinski 
M Rosinski 
M Suri 
A Morrison 




Company secretary
K Ellis



Registered number
05801490



Registered office
Future Innovation Centre
Innovation Way

Cramlington

Newcastle Upon Tyne

NE23 7FP




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

2nd Floor, Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ





 


PALRINGO LIMITED
 



CONTENTS



Page
Directors' Report
Independent Auditor's Report
2 - 5
Consolidated Statement of Comprehensive Income
6
Consolidated Statement of Financial Position
7
Company Statement of Financial Position
8
Consolidated Statement of Changes in Equity
9
Company Statement of Changes in Equity
10
Notes to the Financial Statements
11 - 20

Directors

The Directors who served during the year were:

I Abou-Amarah 
S Dunford 
G Knight 
J Rosinski 
M Rosinski 
M Suri 
A Morrison 

Directors' responsibilities statement

The Directors are responsible for preparing the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the 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 the Group 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 for the Group's financial statements and then apply them consistently;

make judgements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


 


PALRINGO LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025

Business review

The group's principal activity remained on delivering a social audio and entertainment platform through WOLF, simulating real-world festivals online. A new B2B initiative, REALM, was developed to offer bespoke digital community solutions to clients in Saudi Arabia (KSA). 

Results and dividends

The profit for the year, after taxation, amounted to £819,924 (2024 - loss  £402,535).

No dividends (2024 - £nil) were paid in the year. 

Disclosure of information to auditor

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

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

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditor

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1

 


PALRINGO LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PALRINGO LIMITED

Opinion


We have audited the financial statements of Palringo Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 August 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 August 2025 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the 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 contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 2

 


PALRINGO LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PALRINGO LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has 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 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; or
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Group Strategic Report.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page , 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.


Page 3

 


PALRINGO LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PALRINGO LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including:

The Companies Act 2006;
Financial Reporting Standard 102;
UK Employment Legislation;
UK Health and Safety Legislation; and
General Data Protection Regulations.

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. We understood how the Group is complying with those legal and regulatory frameworks by making inquiries to management and those responsible for legal and compliance procedures. We corroborated our inquiries through our review of board minutes.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
 
Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgments made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above 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 areas:
 
Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount;
Timing of revenue recognition; and
The use of management override of controls to manipulate results.


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


Page 4

 


PALRINGO LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PALRINGO LIMITED (CONTINUED)

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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Tom Woods FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
2nd Floor, Midas House
62 Goldsworth Road
Woking
Surrey
GU21 6LQ

27 May 2026
Page 5

 


PALRINGO LIMITED
 


 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025

2025
2024
Note
£
£

  

Turnover
  
10,223,301
9,372,027

Cost of sales
  
(1,450,916)
(1,543,503)

Gross profit
  
8,772,385
7,828,524

Administrative expenses
  
(8,025,397)
(8,402,176)

Operating profit/(loss)
  
746,988
(573,652)

Interest receivable and similar income
  
29,984
37,080

Profit/(loss) before taxation
  
776,972
(536,572)

Tax on profit/(loss)
  
42,952
134,037

Profit/(loss) for the financial year
  
819,924
(402,535)

  

Foreign exchange reserve movement
  
(14,572)
(9,988)

Other comprehensive income
  
(4,607)
(10,150)

Other comprehensive income for the year
  
(19,179)
(20,138)

Total comprehensive income for the year
  
800,745
(422,673)

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
819,924
(402,535)

  
819,924
(402,535)

The notes on pages 11 to 20 form part of these financial statements.

Page 6

 


PALRINGO LIMITED
REGISTERED NUMBER:05801490



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 5 
152,401
221,010

  
152,401
221,010

Current assets
  

Debtors: amounts falling due within one year
 7 
912,274
1,103,206

Cash at bank and in hand
  
3,590,188
2,858,410

  
4,502,462
3,961,616

Creditors: amounts falling due within one year
 8 
(8,524,644)
(8,835,756)

Net current liabilities
  
 
 
(4,022,182)
 
 
(4,874,140)

Total assets less current liabilities
  
(3,869,781)
(4,653,130)

Creditors: amounts falling due after more than one year
 9 
(160,949)
(178,345)

Net liabilities
  
(4,030,730)
(4,831,475)


Capital and reserves
  

Called up share capital 
  
1,127
1,127

Share premium account
 10 
20,740
20,740

Foreign exchange reserve
 10 
(18,891)
(4,319)

Other reserves
 10 
(8,350)
(8,350)

Share based payment reserve
 10 
150,421
155,028

Profit and loss account
 10 
(4,175,777)
(4,995,701)

Equity attributable to owners of the parent Company
  
(4,030,730)
(4,831,475)

  
(4,030,730)
(4,831,475)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

................................................
G Knight
Director

Date: 27 May 2026

The notes on pages 11 to 20 form part of these financial statements.

Page 7

 


PALRINGO LIMITED
REGISTERED NUMBER:05801490



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 5 
22,999
45,167

Investments
 6 
11,500
11,500

  
34,499
56,667

Current assets
  

Debtors: amounts falling due within one year
 7 
987,489
1,098,059

Cash at bank and in hand
  
3,492,923
2,805,067

  
4,480,412
3,903,126

Creditors: amounts falling due within one year
 8 
(8,607,276)
(8,786,999)

Net current liabilities
  
 
 
(4,126,864)
 
 
(4,883,873)

Total assets less current liabilities
  
(4,092,365)
(4,827,206)

  

Creditors: amounts falling due after more than one year
 9 
(160,949)
(178,345)

  

Net liabilities
  
(4,253,314)
(5,005,551)


Capital and reserves
  

Called up share capital 
  
1,127
1,127

Share premium account
 10 
20,740
20,740

Other reserves
 10 
(8,350)
(8,350)

Share based payment reserve
 10 
150,421
155,028

Profit and loss account brought forward
  
(5,174,096)
(4,720,170)

Profit/(loss) for the year
  
756,844
(453,926)

Profit and loss account carried forward
  
(4,417,252)
(5,174,096)

  
(4,253,314)
(5,005,551)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

................................................
G Knight
Director
Date: 27 May 2026

The notes on pages 11 to 20 form part of these financial statements.

Page 8

 
PALRINGO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025



Called up share capital
Share premium account
Other reserves
Foreign exchange reserve
Share based payment reserve
Profit and loss account
Total equity


£
£
£
£
£
£
£



At 1 September 2023
1,127
20,740
(8,350)
5,669
165,178
(4,593,166)
(4,408,802)



Comprehensive income for the year


Loss for the year
-
-
-
-
-
(402,535)
(402,535)


Movement on foreign exchange
-
-
-
(9,988)
-
-
(9,988)


Share based payment movement
-
-
-
-
(10,150)
-
(10,150)

Total comprehensive income for the year
-
-
-
(9,988)
(10,150)
(402,535)
(422,673)





At 1 September 2024
1,127
20,740
(8,350)
(4,319)
155,028
(4,995,701)
(4,831,475)



Comprehensive income for the year


Profit for the year
-
-
-
-
-
819,924
819,924


Movement on foreign exchange
-
-
-
(14,572)
-
-
(14,572)


Share based payment
-
-
-
-
(4,607)
-
(4,607)

Total comprehensive income for the year
-
-
-
(14,572)
(4,607)
819,924
800,745



At 31 August 2025
1,127
20,740
(8,350)
(18,891)
150,421
(4,175,777)
(4,030,730)



The notes on pages 11 to 20 form part of these financial statements.

Page 9


 
PALRINGO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025



Called up share capital
Share premium account
Other reserves
Share based payment reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 September 2023
1,127
20,740
(8,350)
165,178
(4,720,170)
(4,541,475)



Comprehensive income for the year


Loss for the year
-
-
-
-
(453,926)
(453,926)


Share based payment movement
-
-
-
(10,150)
-
(10,150)

Total comprehensive income for the year
-
-
-
(10,150)
(453,926)
(464,076)





At 1 September 2024
1,127
20,740
(8,350)
155,028
(5,174,096)
(5,005,551)



Comprehensive income for the year


Profit for the year
-
-
-
-
756,844
756,844


Share based payment movement
-
-
-
(4,607)
-
(4,607)



At 31 August 2025
1,127
20,740
(8,350)
150,421
(4,417,252)
(4,253,314)



The notes on pages 11 to 20 form part of these financial statements.

Page 10
 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

1.


General information

Palringo Limited is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and registered in England and Wales. The Company's registered office is shown on the Company Information page, the principal place of business is the same as the registered office. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The consolidated financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Palringo Limited is the smallest and largest company to consolidate the results of the group.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis as the Directors consider that current trading indicates that further funding will not be required and assurances have been received from Series A Preferred shareholders that they will not call for redemption within twelve months from the date of signing these accounts.

Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Page 11

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Turnover

Turnover represents the amounts derived from the provision of services which fall within the Group's ordinary activities, all of which are continuing, stated net of value added tax.

Where users purchase virtual currency units in advance, the revenue is deferred until the currency is used to purchase a service. Where users purchase a service for a specific period of time, revenue is released evenly over the relevant period. Where a user purchases multiple bot subscriptions, these are capped at a 3 year period.

 
2.6

Operating leases

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

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 12

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.9

Tangible fixed assets

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

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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

Depreciation is provided on the following basis:

Plant and machinery
-
33%
Straight line basis
Fixtures and fittings
-
33%
Straight line basis

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

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

 
2.10

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 13

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

2.Accounting policies (continued)

 
2.11

Financial instruments

The Group 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 ordinary shares.


3.


Employees

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



Group
Group
Company
Company
        2025
        2024
        2025
        2024
            No.
            No.
            No.
            No.









Administrative
3
3
3
3



Development
45
40
24
30



Management
6
7
3
5



Marketing
9
10
-
2

63
60
30
40


4.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £756,844 (2024 - loss £453,926).

Page 14

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

5.


Tangible fixed assets

Group






Plant and machinery
Fixtures and fittings
Total

£
£
£



Cost


At 1 September 2024
338,961
197,264
536,225


Additions
31,502
5,372
36,874


Disposals
(1,584)
(61,195)
(62,779)



At 31 August 2025

368,879
141,441
510,320



Depreciation


At 1 September 2024
277,780
37,435
315,215


Charge for the year
32,996
11,292
44,288


Disposals
(1,584)
-
(1,584)



At 31 August 2025

309,192
48,727
357,919



Net book value



At 31 August 2025
59,687
92,714
152,401



At 31 August 2024
61,181
159,829
221,010

Page 15

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

           5.Tangible fixed assets (continued)


Company






Plant and machinery
Fixtures and fittings
Total

£
£
£

Cost


At 1 September 2024
286,901
31,002
317,903


Additions
7,729
114
7,843


Disposals
(1,584)
-
(1,584)



At 31 August 2025

293,046
31,116
324,162



Depreciation


At 1 September 2024
250,221
22,515
272,736


Charge for the year
25,513
4,498
30,011


Disposals
(1,584)
-
(1,584)



At 31 August 2025

274,150
27,013
301,163



Net book value



At 31 August 2025
18,896
4,103
22,999



At 31 August 2024
36,680
8,487
45,167






Page 16

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

6.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 September 2024
11,500



At 31 August 2025
11,500





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

The Worlds Online Festival Employee Benefit Trust Limited
1 Innovation Way, Northumberland Business Park, Cramlington, Northumberland, NE23 7FP
Business support services
Ordinary
100%
Berange for Smart Apps
Office #603, Al Hijaz Towers, Makkah Street, Amman, Jordan
Community support services
Ordinary
100%
Al-Nattak Al-Majtamai For Information Technology
3293, Abdullah Al Sahmi St, Assafarat Dist, 7977, 12512, Riyadh, Saudi Arabia
Creation and running of consumer engagement platforms
Ordinary
100%


7.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Amounts owed by group undertakings
-
-
112,583
13,085

Other debtors
559,421
534,559
537,157
534,558

Prepayments and accrued income
179,931
188,607
164,827
170,376

Tax recoverable
172,922
380,040
172,922
380,040

912,274
1,103,206
987,489
1,098,059


Page 17

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

8.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Redemption premium on Series A Preferred shares
2,494,702
2,494,702
2,494,702
2,494,702

Share premium treated as debt
4,985,268
4,985,268
4,985,268
4,985,268

Share capital treated as debt
4,141
4,141
4,141
4,141

Trade creditors
81,598
215,209
81,598
215,209

Amounts owed to group undertakings
-
-
110,366
10,383

Other taxation and social security
261,613
88,616
261,613
85,535

Other creditors
23,622
23,514
23,622
23,514

Accruals and deferred income
673,700
1,024,306
645,966
968,247

8,524,644
8,835,756
8,607,276
8,786,999


Subsequent to the year end, the Directors received assurances from Series A Preferred shareholders that they will not call for redemption for at least 12 months from the date the accounts are signed. 


9.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Accruals and deferred income
160,949
178,345
160,949
178,345

160,949
178,345
160,949
178,345



10.


Reserves

Called up share capital - represents the nominal value of shares that have been issued.

Share premium accounts - includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. 

Foreign exchange reserve - comprises translation differences arising from the translation of financial statements of the group's foreign entities into Sterling (£). 

Profit and loss account - includes all current and prior period retained profits and losses. 

Share based payment reserve - includes all current and prior period movements on share based payment transactions. 

Other reserve - The other reserve arises on consolidation of the Company's employee benefit trust which holds shares in the Company. 

Page 18

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

11.


Share-based payments

The options are granted over Ordinary shares of the company. Of the total options, all have been fully vested.

On exercise, the options must be paid in cash and there is no performance criteria attached to these options.  

Weighted average exercise price (pence)
2025
Number
2025
Weighted average exercise price
(pence)
2024
Number
2024

Outstanding at the beginning of the year

0.88

173,876

0.87
 
188,376
 
Lapsed during the year

0.71

(6,516)

0.70
 
(14,500)
 
Outstanding at the end of the year
0.89

167,360

0.88
 
173,876
 

2025
2024

Option pricing model used


Black Scholes

Black 
Scholes
 
Weighted average share price


0.89

0.88
 
Exercise price


1.39

1.39
 
Weighted average contractual life (years)


3

3
 
Expected volatility


105%

105%
 
Risk-free interest rate


0.46%

0.46%
 



12.


Commitments under operating leases

At 31 August 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Not later than 1 year
25,840
34,682
25,840
34,682

25,840
34,682
25,840
34,682

Page 19

 


PALRINGO LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025

13.


Related party transactions

During the year the Company acquired services from J R Dynamics Limited, a company in which M Rosinski and J Rosinski are directors and shareholders, amounting to £87,654 (2024: £116,681). In addition to this £6,630 (2024: £8,288) was paid to J R Dynamics Limited in respect of directors services for J Rosinski. The amount due to J R Dynamics Limited at 31 August 2025 was £nil (2024: £10,957).

The Company also acquired services from Most Associates Limited, a company in which S Dunsford is director and shareholder, amounting to £21,750 (2024: £9,800).

The Company has taken advantage of the exemptions provided by section 33 that disclosures need not be given of
transactions that have taken place between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.


14.


Auditor's information

The auditor's report on the financial statements for the year ended 31 August 2025 was unqualified.

The audit report was signed on 27 May 2026 by Tom Woods FCA (Senior Statutory Auditor) on behalf of Menzies LLP.

 
Page 20