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Company registration number: 13545906







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)


































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PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 


 
COMPANY INFORMATION


Director
A O P Chan 




Registered number
13545906



Registered office
Eclipse Accountancy
Fareham Innovation Centre Merlin House

4 Meteor Way

Lee-On-The-Solent

Hampshire

PO13 9FU




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 



CONTENTS



Page
Statement of Financial Position
1
Notes to the Financial Statements
2 - 7


 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
REGISTERED NUMBER:13545906



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Investments
 5 
6,276,690
12,340,378

  
6,276,690
12,340,378

Current assets
  

Debtors: amounts falling due within one year
 6 
502
-

  
502
-

Creditors: amounts falling due within one year
 7 
(12,099,568)
(12,207,011)

Net current liabilities
  
 
 
(12,099,066)
 
 
(12,207,011)

Total assets less current liabilities
  
(5,822,376)
133,367

Provisions for liabilities
  

Other provisions
 8 
(165,994)
(250,000)

  
 
 
(165,994)
 
 
(250,000)

Net liabilities
  
(5,988,370)
(116,633)


Capital and reserves
  

Called up share capital 
  
1
1

Profit and loss account
  
(5,988,371)
(116,634)

  
(5,988,370)
(116,633)


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: 19 February 2025

The notes on pages 2 to 7 form part of these financial statements.
Page 1

 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 


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

1.


General information

Pender Software Holdings Midco (UK) Ltd 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.

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

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption from preparing consolidated accounts.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis which the director considers to be appropriate for the reason that the Company has obtained the financial support letter from the parent company, for 12 months from the date of the financial statements approval. This letter confirms that the parent company has the financial resources available and will provide the financial support needed for at least twelve months from the approval of these financial statements. The director has assessed the parent company’s ability to provide financial support to the Company and is satisfied that they are able to do so for the foreseeable future.
As a result of the Company’s performance and financial position post year end, the director does 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.

 
2.4

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.

Page 2

 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 


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

2.Accounting policies (continued)

 
2.5

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. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.
The cost of the investments include the estimated amount of deferred consideration that is probable and can be measured reliabily, and is considered for adjustment at the end of each period for changes in deferred consideration after the acqusition dates.

 
2.7

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Contingent consideration is charged against the cost of the fixed asset investments, and are revalued at the best estimate at each reporting date.
Other provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.8

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities, such as trade and other debtors, creditors and loans to related parties.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Page 3

 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 


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

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances.
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:
(i) Impairment of non-current assets
The company makes an estimate of the recoverable amount of the Company and compares this against the carrying amount of assets in the company to ensure no impairment of the asset. Any impairment would be booked in the year that it is indicated.
(ii) Revaluation of contingent consideration
The company estimates the future revenues/earnings before interest, tax, depreciation and amortisation of its subsidiaries to ensure that the level of contingent consideration represents the best estimate of payment that would be made in line with the share purchase agreement of its subsidiaries. Any revaluations would be booked in the year that it is indicated.


4.


Employees

The company had no employees other than directors during the year and prior year.

Page 4

 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 


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

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
12,340,378


Revaluations of contingent consideration
(84,006)



At 31 December 2023

12,256,372



Impairment


Charge for the period
5,979,682



At 31 December 2023

5,979,682



Net book value



At 31 December 2023
6,276,690



At 31 December 2022
12,340,378

Page 5

 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 


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

6.


Debtors

2023
2022
£
£


Prepayments and accrued income
502
-

502
-



7.


Creditors: Amounts falling due within one year

2023
2022
£
£

Amounts owed to group undertakings
12,056,159
12,196,761

Corporation tax
33,159
-

Accruals and deferred income
10,250
10,250

12,099,568
12,207,011



8.


Provisions





Contingent consideration

£





At 1 January 2023 (as restated)
250,000


Revaluations
(84,006)



At 31 December 2023
165,994

The provision above is the contingent consideration on the acquisition of the fixed asset investments presented in note 5 to these financial statements.
A reclassification of the contingent consideration from creditors due after more than one year to provisions has been made to correctly reflect the nature of the liability as at 31 December 2022.
The contingent consideration is dependent on the future performance of its subsidiary companies and will be payable at the end of the earn out periods.


9.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 6

 


PENDER SOFTWARE HOLDINGS MIDCO (UK) LTD (FORMERLY PLURIBUS TECHNOLOGIES LIMITED)
 


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

10.


Post balance sheet events

On 11 October 2024 the company was acquired by Pender Software Holdings (UK) Ltd, (registered number: 15953540).
On the same date the following pre-closing transactions took place:
a) Declaration of interim dividends totalling £6,400,000 to be received from its subsidiary companies, Cranham Haig Limited (registered number: 03255184) and Rowanwood Professional Services Limited (registered number: 10823831).
b) Allotment of ordinary shares with a nominal value of £1 totalling £6,368,218 to its previous parent company Pluribus Technologies Corp.
The company will continue to trade as a holding company, and the directors consider it appropriate for the financial statements to be prepared on a going concern basis.


11.


Parent Company

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 1931-130 King Street West, Toronto, ON, M5X 2A2, Canada.
From 11 October 2024, the directors considered that Pender Software 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 Martineau DuMoulin LLP, 2900-550 Burrard Street, Vancouver, British Columbia, Canada, V6C 0A3.


12.


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 19 February 2025 by Hezelina Hashim FCCA (Senior Statutory Auditor) on behalf of Menzies LLP.

 
Page 7