Pender Software Holdings Midco (UK) Ltd

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

1. General Information

Pender Software Holdings Midco (UK) Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 13545906 . The registered office is 6th Floor, 100 Liverpool Street, London, EC2M 2AT.

On 30 October 2024, the company changed its name from Pluribus Technologies Limited to Pender Software Holdings Midco (UK) Ltd. These financial statements are prepared under the new name, but comparative figures relate to the same entity.

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 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.

2.3. 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.

2.4. 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.

2.5. 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.

...CONTINUED

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Pender Software Holdings Midco (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.5. Taxation - continued

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.

2.6. 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.

3. Average Number of Employees

Average number of employees, including directors, during the year was: NIL (2024: NIL)

4. Investments

	Listed
	£
Cost or Valuation
As at 1 January 2025	12,256,372

As at 31 December 2025	12,256,372

Provision
As at 1 January 2025	5,979,682

As at 31 December 2025	5,979,682

Net Book Value
As at 31 December 2025	6,276,690

As at 1 January 2025	6,276,690

Investments in subsidiaries are measured at cost less accumulated impairment.

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Pender Software Holdings Midco (UK) Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

5. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Amounts owed to group undertakings	1,823,241	1,817,394
Other creditors	-	3,300

	1,823,241	1,820,694

6. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	6,368,219	6,368,219

7. Ultimate Parent Undertaking and Controlling Party

Up to 11 October 2024, the immediate parent company was Pluribus Technologies Corp, whose registered office is 111 Peter Street, Suite 503, Toronto, ON, M5V 2H1, Canada.

From 11 October 2024, the immediate parent company is Pender Software Holdings (UK) Ltd (registered number: 15953540), whose registered office is 6th Floor, 100 Liverpool Street, London, United Kingdom EC2M 2AT.

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.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Investments	4		6,276,690		6,276,690

			6,276,690		6,276,690
Creditors: Amounts Falling Due Within One Year	5	(1,823,241 )		(1,820,694 )

NET CURRENT ASSETS (LIABILITIES)			(1,823,241 )		(1,820,694 )

TOTAL ASSETS LESS CURRENT LIABILITIES			4,453,449		4,455,996

NET ASSETS			4,453,449		4,455,996

CAPITAL AND RESERVES
Called up share capital	6		6,368,219		6,368,219
Income Statement			(1,914,770 )		(1,912,223 )

SHAREHOLDERS' FUNDS			4,453,449		4,455,996