Rowanwood Professional Services Limited

	Page
Statement of Financial Position	1
Notes to the Financial Statements	2—4

1. General Information

Rowanwood Professional Services Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10823831 . The registered office is Kingfisher House Business Centre, 21- 23 Elmfield Road, Bromley, Greater London, BR1 1LT.

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 and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

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 rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

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.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Computer Equipment

33.33% Straight line

2.5. 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.

2.6. Foreign Currencies

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 nonmonetary items measured at fair value are measured using the exchange rate when fair value was determined.

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Rowanwood Professional Services Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.7. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.8. Pensions

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.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 10 (2023: 10)

4. Tangible Assets

	Computer Equipment
	£
Cost
As at 1 January 2024	-
Additions	1,566

As at 31 December 2024	1,566

Depreciation
As at 1 January 2024	-
Provided during the period	176

As at 31 December 2024	176

Net Book Value
As at 31 December 2024	1,390

As at 1 January 2024	-

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Rowanwood Professional Services Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Debtors

	2024	2023
	£	£
Due within one year
Trade debtors	268,175	124,922
Amounts owed by group undertakings	1,310,689	3,806,221
Other debtors	295,797	76,712

	1,874,661	4,007,855

6. Creditors: Amounts Falling Due Within One Year

	2024	2023
	£	£
Trade creditors	116,007	31,493
Amounts owed to group undertakings	225,465	115,922
Other creditors	1,254,995	903,347
Taxation and social security	102,094	189,394

	1,698,561	1,240,156

7. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	50,020	50,020

8. Ultimate Controlling Party

The immediate parent company is Pender Software Holdings Midco (UK) Ltd (registered number: 1354906) whose registered 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 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.

9. Audit Information

The auditor's report on the accounts of Rowanwood Professional Services Limited for the year ended 31 December 2024 was unqualified.

The auditor's report was signed by Angela Trainor (Senior Statutory Auditor) for and on behalf of HJS Accountants Limited , Statutory Auditor.

HJS Accountants Limited

Tagus House

9 Ocean Way

Southampton

Hampshire

SO14 3TJ

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		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	4		1,390		-

			1,390		-
CURRENT ASSETS
Debtors	5	1,874,661		4,007,855
Cash at bank and in hand		425,396		2,552

		2,300,057		4,010,407
Creditors: Amounts Falling Due Within One Year	6	(1,698,561 )		(1,240,156 )

NET CURRENT ASSETS (LIABILITIES)			601,496		2,770,251

TOTAL ASSETS LESS CURRENT LIABILITIES			602,886		2,770,251

NET ASSETS			602,886		2,770,251

CAPITAL AND RESERVES
Called up share capital	7		50,020		50,020
Income Statement			552,866		2,720,231

SHAREHOLDERS' FUNDS			602,886		2,770,251