REGISTERED NUMBER: 04130962 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2024

for

MERCATO SOLUTIONS LIMITED

Page

Company Information

1

Report of the Directors

2

Balance Sheet

4

Notes to the Financial Statements

5

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

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.

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

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

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.

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.

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

-

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.

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.