Rogue Wave Software U.K. Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 02807000

Rogue Wave Software U.K. Limited

Filleted Financial Statements

31 December 2024

Rogue Wave Software U.K. Limited

Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Current assets

Debtors	5	2,810,513	1,985,714
Cash at bank and in hand		17,454	17,879
		------------	------------
		2,827,967	2,003,593

Creditors: amounts falling due within one year	6	( 718,344)	( 360,233)
		------------	------------
Net current assets		2,109,623	1,643,360
		------------	------------
Total assets less current liabilities		2,109,623	1,643,360

Creditors: amounts falling due after more than one year	7	( 58,073)	( 14,359)
		------------	------------
Net assets		2,051,550	1,629,001
		------------	------------

Capital and reserves

Called up share capital	18,000	18,000
Profit and loss account	2,033,550	1,611,001
	------------	------------
Shareholders funds	2,051,550	1,629,001
	------------	------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of income and retained earnings has not been delivered.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements were approved by the board of directors and authorised for issue on 10 September 2025 , and are signed on behalf of the board by:

M C Goergen

Director

Company registration number: 02807000

Rogue Wave Software U.K. 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 Capitol Building Second Floor, Suite 3, Oldbury, Bracknell, RG12 8FZ, United Kingdom.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of 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 measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The directors have considered the applicability of the going concern basis in the preparation of these financial statements. This included consideration of the transfer pricing arrangement in place, a review of financial results and cashflows which show, taking into account reasonably probable changes in financial performance, that the company will continue in operational existence for the foreseeable future for a period of at least 12 months from the date the financial statements are approved and signed. On the basis of the above, the directors consider it appropriate to prepare the financial statements on a going concern basis.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured at fair value of the consideration received or receivable, excluding discounts, rebates, value added tax, and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from contract to provide services is recognised in the period in which the services were provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: - the amount of revenue can be measured reliably; - it is probable that the company will receive the consideration due under the contract; - the stage of completion of the contract at the end of the reporting period can be reliably measured; - the costs incurred and the costs to complete the contract an be measured reliably. The company generates revenue through service agreements with the other Perforce group companies, being primarily the provision of sales and marketing support. The service fee charged is based on the level of expenses, as agreed between parties in the performance of services. The company also generates revenue for software license updates and product support rateably over the contract term.

Income tax

The taxation expense represents the aggregate amount of current and deferred 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.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

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.

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

Short-term creditors are measured at transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.

Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues of FRS 102 to all of its financial instruments. Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and 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. Basic financial assets Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. Classification of financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Basic financial liabilities Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow Company companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost. using the effective interest rate method. Financial liabilities held at fair value Debt instruments where the contractual returns, repayment of the principal, or other terms (such as prepayment provisions or term extensions) do not meet the conditions to be measured at amortised cost, are subsequently measured at fair value through profit or loss, unless fair value measurement is not permitted by law, or the debt instrument gives rise to cash flows on specified dates that constitute repayment of the principal advanced, together with reasonable compensation for the time value of money, credit risk and other basic lending risks and costs and does not have contractual terms which introduce exposure to unrelated risks or volatility. Derecognition of financial liabilities Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire. Equity instruments Equity instruments issued by the Company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

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. Employee numbers

The average number of persons employed by the company during the year amounted to 6 (2023: 6 ).

5. Debtors

	2024	2023
	£	£
Trade debtors	538,967	129,208
Amounts owed by group undertakings and undertakings in which the company has a participating interest	2,271,546	1,732,179
Other debtors	–	124,327
	------------	------------
	2,810,513	1,985,714
	------------	------------

All amounts owed by group undertakings are unsecured, interest free and are repayable on demand.

6. Creditors: amounts falling due within one year

	2024	2023
	£	£
Trade creditors	4,328	4,327
Amounts owed to group undertakings and undertakings in which the company has a participating interest	463,305	307,741
Corporation tax	125,850	–
Social security and other taxes	89,866	–
Other creditors	34,995	48,165
	---------	---------
	718,344	360,233
	---------	---------

All amounts owed to group undertakings are unsecured, interest free and are repayable on demand.

7. Creditors: amounts falling due after more than one year

	2024	2023
	£	£
Other creditors	58,073	14,359
	--------	--------

8. Commitments under operating leases

The company had no commitments under non-cancellable operating leases at the Statement of Financial Position date.

9. Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £19,450 (2023: £18,693). Contribution totalling £nil (2023: £nil) were payable to the fund at the balance sheet date and are included in creditors.

10. Summary audit opinion

The auditor's report dated 15 September 2025 was unqualified .

The senior statutory auditor was Peter Conneely , for and on behalf of Moore Kingston Smith LLP .

11. Related party transactions

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and the Republic of Ireland", not to disclose related party transactions with wholly owned subsidiaries within the group.

12. Controlling party

The immediate parent company undertaking is Rogue Wave Software GmbH, a company registered in Germany. The smallest and largest group for which consolidated accounts are drawn up is headed by Perforce Intermediate Holding LLC, a company incorporated in the USA. Its principle place of business is Perforce Software Headquarters, 400 North 1st Avenue, Suite 400 Minneapolis, MN 55401. The Directors do not consider there to be one ultimate controlling party.