Pender Software Holdings (UK) Ltd (Formerly Mugaritz Holdings (UK) Limited)

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

Registered number: 15953540

		31 December 2024
	Notes	£	£
FIXED ASSETS
Investments	4		3,203,538

			3,203,538
Creditors: Amounts Falling Due Within One Year	5	(22,811 )

NET CURRENT ASSETS (LIABILITIES)			(22,811 )

TOTAL ASSETS LESS CURRENT LIABILITIES			3,180,727

Creditors: Amounts Falling Due After More Than One Year	6		(2,130,576 )

NET ASSETS			1,050,151

CAPITAL AND RESERVES
Called up share capital	7		2
Share premium account			1,102,860
Income Statement			(52,711 )

SHAREHOLDERS' FUNDS			1,050,151

For the period ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Income Statement.

On behalf of the board

Mr Ampere Chan

Director

30th September 2025

The notes on pages 2 to 4 form part of these financial statements.

1. General Information

Pender Software Holdings (UK) Ltd (Formerly Mugaritz Holdings (UK) Limited) is a private company, limited by shares, incorporated in England & Wales, registered number 15953540 . The registered office is Eclipse Accountancy, Fareham Innovation Centre, Merlin House, Lee-on-the-solent, Hampshire, PO13 9FU.

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 identified material uncertainties related to events or conditions that may cast significant doubt about the company's ability to continue as a going concern, however, the going concern basis remains appropriate.

2.3. Significant judgements and estimations

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.

2.4. 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.

2.5. 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.

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.

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Pender Software Holdings (UK) Ltd (Formerly Mugaritz Holdings (UK) Limited)

Notes to the Financial Statements (continued)

For the Period 12 September 2024 to 31 December 2024

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.

3. Average Number of Employees

Average number of employees, including directors, during the period was: NIL

4. Investments

	Listed
	£
Cost or Valuation
As at 12 September 2024	-
Additions	3,203,538

As at 31 December 2024	3,203,538

Provision
As at 12 September 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	3,203,538

As at 12 September 2024	-

Investments in subsidiaries are measured at cost less accumulated impairment.

5. Creditors: Amounts Falling Due Within One Year

	31 December 2024
	£
Amounts owed to group undertakings	2,062
Amounts owed to participating interests	20,749

	22,811

6. Creditors: Amounts Falling Due After More Than One Year

	31 December 2024
	£
Amounts owed to participating interests	2,130,576

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Pender Software Holdings (UK) Ltd (Formerly Mugaritz Holdings (UK) Limited)

Notes to the Financial Statements (continued)

For the Period 12 September 2024 to 31 December 2024

7. Share Capital

	31 December 2024
	£
Allotted, Called up and fully paid	2

8. Ultimate Parent Undertaking and Controlling Party

The company's immediate and ultimate parent undertaking is Pender Software Holdings Ltd . Pender Software Holdings Ltd was incorporated in Canada. Copies of the group accounts may be obtained from the secretary, Fasken Martineau DuMoulin LLP, 2900-550 Burrard Street, Vancouver, British Columbia, V6C OA3 . The ultimate controlling party is Pender Software Holdings Ltd who controls 100% of the shares of Pender Software Holdings (UK) Ltd (Formerly Mugaritz Holdings (UK) Limited) .

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