IRIS Accounts Production v25.1.4.42 04130962 Board of Directors Board of Directors 1.1.24 31.12.24 31.12.24 12/9/2025 false true true false false false true false Auditors Opinion Ordinary 0.01000 Ordinary 0.01000 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 04130962 2023-12-31 04130962 2024-12-31 04130962 2024-01-01 2024-12-31 04130962 2022-12-31 04130962 2023-01-01 2023-12-31 04130962 2023-12-31 04130962 ns15:EnglandWales 2024-01-01 2024-12-31 04130962 ns14:PoundSterling 2024-01-01 2024-12-31 04130962 ns10:Director1 2024-01-01 2024-12-31 04130962 ns10:Director2 2024-01-01 2024-12-31 04130962 ns10:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 04130962 ns10:SmallEntities 2024-01-01 2024-12-31 04130962 ns10:Audited 2024-01-01 2024-12-31 04130962 ns10:SmallCompaniesRegimeForDirectorsReport 2024-01-01 2024-12-31 04130962 ns10:SmallCompaniesRegimeForAccounts 2024-01-01 2024-12-31 04130962 ns10:FullAccounts 2024-01-01 2024-12-31 04130962 1 2024-01-01 2024-12-31 04130962 ns10:OrdinaryShareClass1 2024-01-01 2024-12-31 04130962 ns10:CompanySecretary1 2024-01-01 2024-12-31 04130962 ns10:RegisteredOffice 2024-01-01 2024-12-31 04130962 ns5:CurrentFinancialInstruments 2024-12-31 04130962 ns5:CurrentFinancialInstruments 2023-12-31 04130962 ns5:ShareCapital 2024-12-31 04130962 ns5:ShareCapital 2023-12-31 04130962 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 04130962 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 04130962 ns5:IntangibleAssetsOtherThanGoodwill 2024-01-01 2024-12-31 04130962 ns5:PatentsTrademarksLicencesConcessionsSimilar 2024-01-01 2024-12-31 04130962 ns5:LeaseholdImprovements 2024-01-01 2024-12-31 04130962 ns5:FurnitureFittings 2024-01-01 2024-12-31 04130962 ns5:ComputerEquipment 2024-01-01 2024-12-31 04130962 ns5:IntangibleAssetsOtherThanGoodwill 2023-12-31 04130962 ns5:IntangibleAssetsOtherThanGoodwill 2024-12-31 04130962 ns5:IntangibleAssetsOtherThanGoodwill 2023-12-31 04130962 ns5:LeaseholdImprovements 2023-12-31 04130962 ns5:FurnitureFittings 2023-12-31 04130962 ns5:ComputerEquipment 2023-12-31 04130962 ns5:LeaseholdImprovements 2024-12-31 04130962 ns5:FurnitureFittings 2024-12-31 04130962 ns5:ComputerEquipment 2024-12-31 04130962 ns5:LeaseholdImprovements 2023-12-31 04130962 ns5:FurnitureFittings 2023-12-31 04130962 ns5:ComputerEquipment 2023-12-31 04130962 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 04130962 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2023-12-31 04130962 ns5:Secured 2024-12-31 04130962 ns5:Secured 2023-12-31 04130962 ns10:OrdinaryShareClass1 2024-12-31

REGISTERED NUMBER: 04130962 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

MERCATO SOLUTIONS LIMITED

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Contents of the Financial Statements

for the year ended 31 December 2024

Page |

| Company Information | 1 |

| Report of the Directors | 2 |

| Balance Sheet | 4 |

| Notes to the Financial Statements | 5 |

| MERCATO SOLUTIONS LIMITED |

Company Information

for the year ended 31 December 2024

| Directors: | C Griesbach

| P Robbins

| Secretary: | C Griesbach

| Registered office: | Northern Assurance Buildings

| Albert Square

| 9-21 Princess Street

| Manchester

| M2 4DN

| Registered number: | 04130962 (England and Wales)

| Auditors: | S&W Audit

| Northern Assurance Buildings

| 9-21 Princess Street

| Manchester

| M2 4DN

| Solicitors: | Gateley plc

| 111 Edmund Street

| Birmingham

| B3 2HJ

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Report of the Directors

for the year ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

Principal activity

The principal activity of the company in the year was the continued development and sale of our two platforms:

- KnowledgeKube - our SaaS Rapid Application Development platform for non-developers to create enterprise grade applications

- Progora - our SaS B2B marketplace, trading platform, and procurement tool for product and services

And our two solutions:

- Pre Sales Advisor Tool (PSAT) - our SaaS Configure Price Quote solution for all types of IT goods and services

- KnowledgeBus - our SaaS benchmarking solution

Review of business

Our platforms and solutions remain extremely relevant in the current environment with increasingly more businesses understanding the need to undertake digital transformation which our RAD platform, marketplaces, procurement platforms and CPQ's all offer.

Directors

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

C Griesbach

P Robbins

Going concern

The company incurred a pre-tax loss during the year and had net liabilities as at 31 December 2024. The company is dependent, in the absence of other funding, on the continued financial support from a company under common control. The company under common control has confirmed its commitment to provide the necessary support by providing adequate facilities.

On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

Statement of directors' responsibilities

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Report of the Directors

for the year ended 31 December 2024

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

C Griesbach - Director

10 September 2025

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Balance Sheet

31 December 2024

2024 | 2023 |

| Notes | £ | £ | £ | £

Fixed assets

Intangible assets | 5 | - |  | - |  |

Tangible assets | 6 | 3,429,125 |  | 3,600,481 |  |

3,429,125 |  | 3,600,481 |  |

Current assets

Debtors | 7 | 798,576 |  | 588,246 |  |

Cash in hand | 600 |  | 600 |  |

799,176 |  | 588,846 |  |

Creditors

Amounts falling due within one year | 8 | 6,564,695 |  | 6,295,504 |  |

Net current liabilities | (5,765,519 | ) | (5,706,658 | ) |

Total assets less current liabilities | (2,336,394 | ) | (2,106,177 | ) |

Capital and reserves

Called up share capital | 10 | 4 |  | 4 |  |

Retained earnings | (2,336,398 | ) | (2,106,181 | ) |

Shareholders' funds | (2,336,394 | ) | (2,106,177 | ) |

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 10 September 2025 and were signed on its behalf by:

C Griesbach - Director

P Robbins - Director

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Notes to the Financial Statements

for the year ended 31 December 2024

1. | Statutory information

| Mercato Solutions Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. | Statement of compliance

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3. | Accounting policies

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention.

| Going concern

| The company incurred a pre-tax loss during the year and had net liabilities as at 31 December 2024. The company is dependent, in the absence of other funding, on the continued financial support from a company under common control. The company under common control has confirmed its commitment to provide the necessary support by providing adequate facilities.

| On this basis the directors consider it appropriate to prepare the financial statements on a going concern basis.

| Significant judgements and estimates

| 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 only critical judgement in applying the company's accounting policies is that the company's software development costs do not require impairment as they have considerable value despite the company having incurred losses in recent years.

| 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 which have a significant risk of causing a material adjustment to the carrying amounts of assets or liabilities within the next financial year are addressed below.

| (i) System development costs depreciation

| The depreciation rate applied to system development costs requires management's best estimate of the period over which benefits will accrue to the company as a result of the expenditure.

| Turnover

| Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| Income from KnowledgeBus licences is recognised in full on the licence start date. This is as no support is provided over the term of the licence. All other licences are recognised over the length of the contract.

| Income from maintenance is recognised over the period of the contract.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Intellectual property rights are being amortised evenly over their estimated useful life of ten years.

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

3. | Accounting policies - continued

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| System development costs | - | 10% straight line

| Fixtures and fittings | - | 20% straight line

| Computer equipment | - | 33% straight line and 25% straight line

| Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use.

| System development costs

| Development costs are capitalised only to the extent that they lead to the creation of an enduring asset which delivers benefits as least as great as the amount capitalised. If there is insufficient evidence on which to base reasonable estimates of the economic benefits that will be generated in the period the costs of developing the design and content are charged to the profit and loss account.

| Development costs are depreciated over their estimated useful economic life of ten years.

| The assets are reviewed for impairment whereby factors such as technological advancement or changes in market value indicate that the residual value has changed.

| If there is such an indication the recoverable amount of the asset is compared to the carrying amount of the asset. The recoverable amount of the asset is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a result of the asset's continued use. These cash flows are discounted using a pre-tax discount rate that represents the current market risk-free rate and the risks inherent in the asset.

| Financial instruments

| The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

| (i) Financial assets

| Basic financial assets, including trade and other debtors and cash and bank balances, are initially recognised at transaction price, 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.

| Such assets are subsequently carried at amortised cost using the effective interest method.

| There are no assets which are initially measured at fair value.

| (ii) Financial liabilities

| Basic financial liabilities, including trade and other creditors, bank loans 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 receipts discounted at a market rate of interest.

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

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

3. | Accounting policies - continued

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Hire purchase and leasing commitments

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

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4. | Employees and directors

| The average number of employees during the year was 42 (2023 - 43 ) .

5. | Intangible fixed assets

Other |

intangible |

assets |

| £

| Cost

| At 1 January 2024

| and 31 December 2024 | 150,000 |  |

| Amortisation

| At 1 January 2024

| and 31 December 2024 | 150,000 |  |

| Net book value

| At 31 December 2024 | - |  |

| At 31 December 2023 | - |  |

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

6. | Tangible fixed assets

System | Fixtures |

development | and | Computer |

costs | fittings | equipment | Totals |

| £ | £ | £ | £

| Cost

| At 1 January 2024 | 10,363,250 |  | 33,220 |  | 3,143,169 |  | 13,539,639 |  |

| Additions | 631,711 |  | - |  | 14,645 |  | 646,356 |  |

| At 31 December 2024 | 10,994,961 |  | 33,220 |  | 3,157,814 |  | 14,185,995 |  |

| Depreciation

| At 1 January 2024 | 6,841,895 |  | 32,324 |  | 3,064,939 |  | 9,939,158 |  |

| Charge for year | 763,108 |  | 215 |  | 54,389 |  | 817,712 |  |

| At 31 December 2024 | 7,605,003 |  | 32,539 |  | 3,119,328 |  | 10,756,870 |  |

| Net book value

| At 31 December 2024 | 3,389,958 |  | 681 |  | 38,486 |  | 3,429,125 |  |

| At 31 December 2023 | 3,521,355 |  | 896 |  | 78,230 |  | 3,600,481 |  |

7. | Debtors: amounts falling due within one year |

2024 | 2023 |

| £ | £

| Trade debtors | 507,942 |  | 492,932 |  |

| Other debtors | 290,634 |  | 95,314 |  |

798,576 |  | 588,246 |  |

8. | Creditors: amounts falling due within one year |

2024 | 2023 |

| £ | £

| Bank loans and overdrafts | 511,659 |  | 448,422 |  |

| Trade creditors | 560,800 |  | 354,412 |  |

| Social security and other taxes | 68,470 |  | 68,059 |  |

| VAT | 84,789 |  | 81,034 |  |

| Other creditors | 5,150,000 |  | 5,106,571 |  |

| Directors' current accounts | 419 |  | 419 |  |

| Accruals and deferred income | 188,558 |  | 236,587 |  |

6,564,695 |  | 6,295,504 |  |

9. | Secured debts

| The following secured debts are included within creditors:

2024 | 2023 |

| £ | £

| Bank overdrafts | 511,659 |  | 448,422 |  |

| The bank overdraft is secured by way of a fixed and floating charge over the assets of the company and a guarantee of £500,000 by a company under common control.

MERCATO SOLUTIONS LIMITED (REGISTERED NUMBER: 04130962) |

Notes to the Financial Statements - continued

for the year ended 31 December 2024

10. | Called up share capital

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2024 | 2023 |

value: |  | £ | £

| 380 | Ordinary | £0.01 | 4 |  | 4 |  |

11. | Disclosure under Section 444(5B) of the Companies Act 2006

| The Report of the Auditors was unqualified.

| Antony Sassen (Senior Statutory Auditor)

| for and on behalf of S&W Audit

12. | Directors' advances, credits and guarantees

| Directors' advances during the year were £1,794 and credits were £497. At 31 December 2024 a director owed the company £1,297 (2023 - £nil). Interest at a commercial rate is charged in respect of credit balances.

13. | Pension scheme

| Defined contribution pension schemes

| The company operates defined contribution pension schemes. The pension cost charge for the year represents contributions payable by the company to the schemes and amounted to £208,051 (2023 - £198,695).

| Contributions totalling £NIL (2023 - £NIL) were payable to the schemes at the end of the year and are included in creditors.