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Company registration number: 10823831







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


ROWANWOOD PROFESSIONAL SERVICES LIMITED






































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ROWANWOOD PROFESSIONAL SERVICES LIMITED
 


 
COMPANY INFORMATION


Directors
A O P Chan 
C Lee 
A Rendell 




Registered number
10823831



Registered office
Kingfisher House Business Centre
21-23 Elmfield Road

Bromley

Greater London

BR1 1LT




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


ROWANWOOD PROFESSIONAL SERVICES LIMITED
 



CONTENTS



Page
Statement of Financial Position
1
Notes to the Financial Statements
2 - 6


 


ROWANWOOD PROFESSIONAL SERVICES LIMITED
REGISTERED NUMBER:10823831



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 4 
4,007,855
3,092,044

Cash at bank and in hand
  
2,552
256,654

  
4,010,407
3,348,698

Creditors: amounts falling due within one year
 5 
(1,240,156)
(1,264,503)

Net current assets
  
 
 
2,770,251
 
 
2,084,195

Total assets less current liabilities
  
2,770,251
2,084,195

  

Net assets
  
2,770,251
2,084,195


Capital and reserves
  

Called up share capital 
  
50,020
50,020

Profit and loss account
  
2,720,231
2,034,175

  
2,770,251
2,084,195


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 Company has opted not to file the statement of income and retained earnings in accordance with 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: 


A O P Chan
Director
Date: 7 February 2025

The notes on pages 2 to 6 form part of these financial statements.

Page 1

 


ROWANWOOD PROFESSIONAL SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Rowanwood Professional Services Limited is a private company limited by shares incorporated in England and Wales. The address of the registered office is disclosed on the company information page.
The prior reporting period was longer than a year being an 18-month period from 1 July 2021 to 31 December 2022. The change in reporting period was made to bring the company's year end in line with the group. The comparative amounts presented in the financial statements are not entirely comparable.
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 following principal accounting policies have been applied:

 
2.2

Going concern

The directors have considered the cash flow requirements of the company for at least 12 months from the date of approval of the accounts.
The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the reason that the Company is generating sufficient revenue, profits and cash to meet its commitments as they fall due.
As a result of the Company’s performance and financial position post year end, and taking into account the company’s commitments for the next twelve months, we do not consider there to be any material uncertainty relating to the Company’s ability to continue as a going concern and have prepared the financial statements on a going concern basis. 

 
2.3

Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
Sale of goods
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
 

Page 2

 


ROWANWOOD PROFESSIONAL SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Operating leases: the Company as lessee

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

 
2.5

Interest income

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

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.7

Pensions

Defined contribution pension plan

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

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

 
2.8

Current and deferred taxation

The tax expense for the period comprises current and deferred tax.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 operates and generates 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.

Page 3

 


ROWANWOOD PROFESSIONAL SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.10

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.

Depreciation is provided on the following basis:

Fixtures and fittings
-
25%
reducing balance

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

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

 
2.11

Financial instruments

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

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.


3.


Employees

The average monthly number of employees, including directors, during the year was 10 (2022 - 11).

Page 4

 


ROWANWOOD PROFESSIONAL SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Debtors

2023
2022
£
£


Trade debtors
124,922
72,032

Amounts owed by group undertakings
3,806,221
2,960,998

Other debtors
1,842
1,750

Prepayments and accrued income
74,870
57,264

4,007,855
3,092,044



5.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
31,493
24,372

Amounts owed to group undertakings
115,922
1,891

Corporation tax
109,422
221,879

Other taxation and social security
79,972
91,323

Accruals and deferred income
903,347
925,038

1,240,156
1,264,503



6.


Commitments under operating leases

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

2023
2022
£
£


Not later than 1 year
4,911
4,668

4,911
4,668


7.Guarantees and financial commitments

The company has cross guaranteed the bank borrowing by way of a fixed and floating debenture charge over all the company's assets on behalf of Pluribus Technologies Corp. to National Bank of Canada as Security Trustee up to an amount of 42,000,000 Canadian Dollars. This was satisfied in full post year end on 21 October 2024.

Page 5

 


ROWANWOOD PROFESSIONAL SERVICES LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Post balance sheet events

On 11 October 2024 the company's parent company, Pender Software Holdings Midco (UK) Ltd (registered number: 13545906), was acquired by Pender Software Holdings (UK) Ltd, (registered number: 15953540).
On the same date, the company agreed to a payment direction letter which included the declaration of dividends to be paid to its immediate parent company of £2,500,000.
The company will continue to trade as normal, and the directors consider it appropriate for the financial statements to be prepared on a going concern basis.


9.


Parent Company

The immediate parent company is Pender Software Holdings Midco (UK) Ltd (registered number: 1354906) whose registred office is Eclipse Accountancy, Fareham Innovation Centre Merlin House, 4 Meteor Way, Lee-On-The-Solent, Hampshire, England, PO13 9FU.
Up to 11 October 2024, the directors considered  Pluribus Technologies Corp. to be the company's ultimate parent undertaking and the head of the smallest group for which consolidated financial statements are drawn up. The company's registered office is 111 Peter Street, Suite 503, Toronto, ON, M5V 2H1, Canada.
From 11 October 2023, the directors considered that Mugaritz Holdings Ltd is the company's ultimate parent undertaking and the head of the smallest group for which consolidated financial statements are drawn up. The company's registered office is Fasken Martineu LLP, 2900-550 Burrard Street, Vancouver, British Columbia, Canada, V6C 0A3.


10.


Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 7 February 2025 by Hezelina Hashim FCCA (Senior Statutory Auditor) on behalf of Menzies LLP.

 
Page 6