Caseware UK (AP4) 2023.0.135 2023.0.135 45truefalsetrue2023-01-01Business and domestic software development52false 02686385 2023-01-01 2023-12-31 02686385 2023-12-31 02686385 2022-12-31 02686385 2023-01-01 2023-12-31 02686385 2022-01-01 2022-12-31 02686385 2023-12-31 02686385 2022-12-31 02686385 2022-01-01 02686385 c:PriorPeriodIncreaseDecrease 2022-01-01 2022-12-31 02686385 1 2023-01-01 2023-12-31 02686385 e:Director1 2023-01-01 2023-12-31 02686385 e:Director1 2023-12-31 02686385 e:Director2 2023-01-01 2023-12-31 02686385 e:Director2 2023-12-31 02686385 e:Director3 2023-01-01 2023-12-31 02686385 e:Director3 2023-12-31 02686385 e:RegisteredOffice 2023-01-01 2023-12-31 02686385 c:FurnitureFittings 2023-01-01 2023-12-31 02686385 c:FurnitureFittings 2023-12-31 02686385 c:FurnitureFittings 2022-12-31 02686385 c:FurnitureFittings c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 02686385 c:OfficeEquipment 2023-01-01 2023-12-31 02686385 c:OfficeEquipment 2023-12-31 02686385 c:OfficeEquipment 2022-12-31 02686385 c:OfficeEquipment c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 02686385 c:ComputerEquipment 2023-01-01 2023-12-31 02686385 c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 02686385 c:DevelopmentCostsCapitalisedDevelopmentExpenditure 2023-12-31 02686385 c:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-12-31 02686385 c:CurrentFinancialInstruments 2023-12-31 02686385 c:CurrentFinancialInstruments 2022-12-31 02686385 c:CurrentFinancialInstruments 2 2023-12-31 02686385 c:CurrentFinancialInstruments 2 2022-12-31 02686385 c:Non-currentFinancialInstruments 2023-12-31 02686385 c:Non-currentFinancialInstruments 2022-12-31 02686385 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 02686385 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 02686385 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 02686385 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 02686385 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2023-12-31 02686385 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2022-12-31 02686385 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2023-12-31 02686385 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2022-12-31 02686385 c:ShareCapital 2023-01-01 2023-12-31 02686385 c:ShareCapital 2023-12-31 02686385 c:ShareCapital 2022-01-01 2022-12-31 02686385 c:ShareCapital 2022-12-31 02686385 c:ShareCapital 2022-01-01 02686385 c:SharePremium 2023-01-01 2023-12-31 02686385 c:SharePremium 2023-12-31 02686385 c:SharePremium 1 2023-01-01 2023-12-31 02686385 c:SharePremium 2022-01-01 2022-12-31 02686385 c:SharePremium 2022-12-31 02686385 c:SharePremium c:PriorPeriodIncreaseDecrease 2022-01-01 2022-12-31 02686385 c:SharePremium 2022-01-01 02686385 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 02686385 c:RetainedEarningsAccumulatedLosses 2023-12-31 02686385 c:RetainedEarningsAccumulatedLosses 1 2023-01-01 2023-12-31 02686385 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 02686385 c:RetainedEarningsAccumulatedLosses 2022-12-31 02686385 c:RetainedEarningsAccumulatedLosses c:PriorPeriodIncreaseDecrease 2022-01-01 2022-12-31 02686385 c:RetainedEarningsAccumulatedLosses 2022-01-01 02686385 e:OrdinaryShareClass1 2023-01-01 2023-12-31 02686385 e:OrdinaryShareClass1 2023-12-31 02686385 e:OrdinaryShareClass1 2022-12-31 02686385 e:OrdinaryShareClass2 2023-01-01 2023-12-31 02686385 e:OrdinaryShareClass2 2023-12-31 02686385 e:OrdinaryShareClass2 2022-12-31 02686385 e:OrdinaryShareClass3 2023-01-01 2023-12-31 02686385 e:OrdinaryShareClass3 2023-12-31 02686385 e:OrdinaryShareClass3 2022-12-31 02686385 e:PreferenceShareClass1 2023-01-01 2023-12-31 02686385 e:PreferenceShareClass1 2022-12-31 02686385 e:FRS102 2023-01-01 2023-12-31 02686385 e:Audited 2023-01-01 2023-12-31 02686385 e:FullAccounts 2023-01-01 2023-12-31 02686385 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 02686385 e:SmallCompaniesRegimeForAccounts 2023-01-01 2023-12-31 02686385 2 2023-01-01 2023-12-31 02686385 c:ShareCapital 1 2023-01-01 2023-12-31 02686385 f:PoundSterling 2023-01-01 2023-12-31 02686385 c:ShareCapital c:PriorPeriodErrorIncreaseDecrease 2022-01-01 2022-12-31 02686385 c:RetainedEarningsAccumulatedLosses c:PreviouslyStatedAmount 2022-01-01 02686385 c:PreviouslyStatedAmount 2022-01-01 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 02686385









Naveo Commerce (UK) Ltd









Financial statements

Information for filing with the registrar

For the Year Ended 31 December 2023

 
Naveo Commerce (UK) Ltd
 
 
Company Information


Directors
Moris Chemtov (appointed 1 February 2023)
Yossi Aloni (resigned 20 July 2023)
Daniel James Rippon (resigned 20 January 2023)




Registered number
02686385



Registered office
249, North Lynnfield House Church Street
Altrincham

WA14 4DZ




Independent auditors
Mantax Lynton
Chartered Accountants & Statutory Auditors

2nd Floor Equitable House

7 General Gordon Square

London

United Kingdom





 
Naveo Commerce (UK) Ltd
 

Contents



Page
Statement of financial position
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 14


 
Naveo Commerce (UK) Ltd
Registered number: 02686385

Statement of financial position
As at 31 December 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 6 
18,127
18,970

  
18,127
18,970

Current assets
  

Debtors: amounts falling due within one year
 7 
1,069,443
1,320,295

Cash at bank and in hand
 8 
79,668
197,228

  
1,149,111
1,517,523

Creditors: amounts falling due within one year
 9 
(4,059,595)
(4,372,241)

Net current liabilities
  
 
 
(2,910,484)
 
 
(2,854,718)

Total assets less current liabilities
  
(2,892,357)
(2,835,748)

Creditors: amounts falling due after more than one year
 10 
(819,989)
(768,276)

  

Net liabilities
  
(3,712,346)
(3,604,024)


Capital and reserves
  

Called up share capital 
  
460,000
460,000

Share premium account
  
13,053
13,053

Profit and loss account
  
(4,185,399)
(4,077,077)

  
(3,712,346)
(3,604,024)


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 profit and loss account 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 on 25 March 2025.



Moris Chemtov
Director
Page 1

 
Naveo Commerce (UK) Ltd
Registered number: 02686385
    
Statement of financial position (continued)
As at 31 December 2023


The notes on pages 4 to 14 form part of these financial statements.

Page 2

 
Naveo Commerce (UK) Ltd
 

Statement of changes in equity
For the Year Ended 31 December 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022 (as previously stated)
460,000
13,053
(2,824,713)
(2,351,660)

Prior year adjustment - correction of error
-
-
(90,000)
(90,000)


At 1 January 2022 (as restated)
460,000
13,053
(2,914,713)
(2,441,660)


Comprehensive income for the year

Loss for the year

-
-
(1,162,364)
(1,162,364)


Other comprehensive income for the year
-
-
-
-


Total comprehensive income for the year
-
-
(1,162,364)
(1,162,364)


Total transactions with owners
-
-
-
-



At 1 January 2023
460,000
13,053
(4,077,077)
(3,604,024)


Comprehensive income for the year

Loss for the year

-
-
(693,322)
(693,322)

Capital contribution
-
-
585,000
585,000


Other comprehensive income for the year
-
-
585,000
585,000


Total comprehensive income for the year
-
-
(108,322)
(108,322)


Total transactions with owners
-
-
-
-


At 31 December 2023
460,000
13,053
(4,185,399)
(3,712,346)


The notes on pages 4 to 14 form part of these financial statements.

Page 3

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

1.


General information

Naveo Commerce (UK) Limited is a private company, limited by shares, incorporated in England & Wales with registered number 02686385. The company's registered office is located at 249, North Lynnfield House Church Street, Altrincham, England, WA14 4DZ. Principal activity of the company during the year under review was providing IT consultancy and technical services.

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

Going concern

During the year ending 31 December 2023 the Company made losses of £693,322 (2022: £1,162,364). At the year end, the Company had net current liabilities of £2,910,484 (2022: £2,854,718) and net liabilities of £3,712,346 (2022: £3,604,024). These conditions indicate the existence of material uncertainty which may cast significant doubt on the Company's ability to continue to trade as a going concern for the foreseeable future. However, the financial statements are prepared on a going concern basis which assumes that the company will be able to continue to trade for the foreseeable future. The validity of this assumption depends on the continuation of cash injection from the Parent Company.
The directors consider the going concern basis to be appropriate with regard to the company's projected results during the twelve months from the date the financial statements are approved and the anticipated cash flows, availability of support from the company's immediate parent undertaking (including that undertakings not requesting repayment of any amounts owed to it by the company whilst any other creditors of the company remain unpaid, except to the extent that the company is able to discharge all its debts and liabilities as they fall due) and other mitigating actions that can be taken during that period.
The ability of the company to meet its obligations when they fall due is dependent on both the performance of the Company and the continuous support from the parent entity. The Company is continuing the process of transitioning its core software product from an on-premises solution to a cloud solution. These changes lead to the increase in infrastructure costs, subscription costs, professional services and engineering costs. At the time of approval of these financial statements,  the parent entity has approved funding to enable the company to continue its activities. The Company is confident that the EBITDA improvement in 2023 will continue in the foreseeable future resulting into positive EBITDA. 
The Company has produced a detailed cash flow forecast up to 30 June 2026 based on the latest information and experience in the markets in which it operates, which shows the adequate resources to enable the Company to continue its trade for the foreseeable future. 
The Financial Statements do not include the adjustments that would be required should the going concern basis of preparation of financial statements no longer be appropriate. 

Page 4

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.3

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Turnover is calculated net of value added tax and represents the total amount receivable by the Company in respect of the sale of software licenses, customised software, hardware and fees derived from installation, consultancy, training and support.
Income on the sale of software licenses is recognised where there is persuasive evidence of an agreement with a customer (contract and/or binding purchase order), delivery of the software has taken place, collectability is probable and the fee is fixed and determinable. If significant post-delivery obligations exist, income is deferred until no significant obligations remain. Income on the sale of customised software, hardware and installation is recognised on delivery to a customer or on completion of contractual obligations. Income from training and consultancy is recognised on performance. Income from support and maintenance is generally invoiced in advance, termed "deferred income" and taken to income in equal monthly installments over the duration of the contract.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 5

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

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.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 6

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.11

Intangible assets

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

An internally generated intangible asset arising from the Company's software development is recognised only if all of the following conditions are met:
it is technically feasible to develop the product for it to be sold;
adequate resources are available to complete the development;
there is an intention to complete and sell the product;
the group is able to sell the product;
sale of the product will generate future economic benefits; and
expenditure on the project can be measured reliably.

The capitalised development costs are subsequently amortised to 'administrative expenses' on a straight-line basis over their expected useful lives which is 5 years, commencing from the date the asset is available for use. The expected useful economic life of development costs are estimated based on business plans which set out the development plan and time to market for the associated project.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
10%
to 33%
Computer equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 7

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)

 
2.13

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.

 
2.14

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.

 
2.15

Creditors

Short-term creditors are measured at the 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.

 
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Page 8

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)


Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management are required to make estimates and judgments which may materially affect reported income, expenses, assets, liabilities or disclosure of contingent assets and liabilities, and the valuation of investment properties, which were based on open market transactions. The estimates and assumptions are reviewed on an on-going basis and are based on historical experience and other factors that are considered to be relevant. Revision to accounting estimates are recognised in  the period in which the estimate is revised.


4.


Employees

The average monthly number of employees, including directors, during the year was 45 (2022 - 52).


5.


Intangible assets



Development expenditure

£



Cost


At 1 January 2023
1,533,232



At 31 December 2023

1,533,232



Amortisation


At 1 January 2023
1,533,232



At 31 December 2023

1,533,232



Net book value



At 31 December 2023
-

Page 9

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023
 
           5.Intangible assets (continued)


The development expenditure capitalised represents the cost of direct labour incurred and third party costs in developing the software product.



6.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
85,809
487,241
573,050


Additions
-
20,977
20,977


Disposals
(85,809)
(437,512)
(523,321)



At 31 December 2023

-
70,706
70,706



Depreciation


At 1 January 2023
76,366
477,714
554,080


Charge for the year on owned assets
2,906
12,151
15,057


Disposals
(79,272)
(437,286)
(516,558)



At 31 December 2023

-
52,579
52,579



Net book value



At 31 December 2023
-
18,127
18,127


7.


Debtors

2023
2022
£
£


Trade debtors
796,328
906,522

Other debtors
4,772
-

Prepayments and accrued income
268,343
413,773

1,069,443
1,320,295


Page 10

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

8.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
79,668
197,228

79,668
197,228



9.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Bank loans
10,057
9,869

Trade creditors
753,335
540,611

Amounts owed to group undertakings
1,325,998
750,364

Other taxation and social security
275,096
322,374

Other creditors
35,801
33,702

Accruals and deferred income
1,659,308
2,265,321

Share capital treated as debt
-
450,000

4,059,595
4,372,241


Amount owed to group undertaking are unsecured, interest free and repayable on demand.

2023
2022
£
£

Other taxation and social security

PAYE/NI control
73,684
71,135

VAT control
201,412
251,239

275,096
322,374


Page 11

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

10.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
19,103
29,097

Other loans
800,886
739,179

819,989
768,276


The bank loan represents a Bounce Back Loan, secured by a debenture charge over all assets of the Company. The loan is repayable by monthly installments and carries interest @ 2.5% p.a.
The other loans represent unsecured loans from the immediate parent company. These loans are unsecured, carry interest @8% p.a. and are due for repayment on 31 October 2025.


11.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
10,057
9,869


10,057
9,869

Amounts falling due 1-2 years

Bank loans
10,311
10,056

Other loans
800,886
739,179


811,197
749,235

Amounts falling due 2-5 years

Bank loans
8,792
19,041


8,792
19,041


830,046
778,145


Page 12

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

12.


Share capital

2023
2022
£
£
Shares classified as equity

Allotted, called up and fully paid



40,000,000 (2022 - 40,000,000) Class A shares of £0.01 each
400,000
400,000
2,105,400 (2022 - 2,105,400) Class B shares of £0.01 each
21,054
21,054
3,894,600 (2022 - 3,894,600) Class C shares of £0.01 each
38,946
38,946

460,000

460,000

The Class A and Class B shares carry equal voting rights. The Class C shares do not carry any voting rights.
Each Class A share carries the right to receive a final or interim dividend. Each Class B share carries the right to receive a final or interim dividend, subject to certain provisions as set out in the Company's Articles of Association, based on the net profit after taxation percentage achieved in particular year. Each class C share does not carry any right to receive a dividend.

2022
£
Shares classified as debt

Allotted, called up and fully paid



Enter number (2022 - 450,000) Redeemable preference shares shares of £1.00 each
-
450,000


During the year, the redeemable preference shares were due for redemption. On the due date for redemption, the shareholder (Parent Company, Naveo Oy) has agreed to relinquish its right of redemption of the preference shares of £450,000 along with accumulated accrued interest of £135,000 and fully released the company from its obligation. Hence the company has cancelled the preference shares and recognised the gain  as capital contribution, which is included in the retained earnings.


13.


Prior year adjustment

Interest charge on redeemable preference shares were not recognised in the financial statements ending December 2020 and 2021. Due to this error retained earnings were overstated and current liabilities were understated by £90,000. This has been corrected as prior period adjustment in the current accounting period and the comparatives have been restated accordingly. 


14.


Pension commitments

The company operates a defined contributions 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 £287,466 (2022: £436,258). Contributions totaling £33,853 (2022: £32,794) were payable to the fund at the reporting date.

Page 13

 
Naveo Commerce (UK) Ltd
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2023

15.


Related party transactions

The Company has taken advantage of the exemption available under FRS 102 for "Related Party Disclosures" not to disclose transactions with parent and wholly owned subsidiaries in the group which are eliminated on consolidation.


16.


Controlling party

The immediate parent company is Naveo Commerce Oy ("NCO"), a company registered in Finland whose registered address is Hämeentie 19 00500, Helsinki, Uusimaa Finland. NCO prepares the consolidated financial statements which are not publicly available.
The ultimate controlling party is Black Dragon Capital LLC.


17.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:
We draw attention to note 2.2 in the financial statements, which indicates that the Company is dependent on a continuous financial support from its parent company. Whilst a letter of support has been received from the company's ultimate parent undertaking, there can be no certainty that the support will continue to be available for the foreseeable future.
As stated in note 2.2, continuous losses, excess of current liabilities over current assets and existence of net liabilities at balance sheet date, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.
However, the directors are confident that the anticipated cash flows and continuous financial support from the parent Company enables the Company to continue its trade for the foreseeable future hence it is appropriate to prepare financial statement under going concern basis.
Our opinion is not modified in respect of this matter.

The audit report was signed on 25 March 2025 by Janak Raj Pokhrel (Senior statutory auditor) on behalf of Mantax Lynton.

 
Page 14