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Registered number: 02686385
Naveo Commerce (UK) Ltd
Financial statements
Information for filing with the registrar
For the Year Ended 31 December 2024
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Naveo Commerce (UK) Ltd
Company Information
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Moris Chemtov (resigned 8 May 2025)
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Jamie Goldring (appointed 8 May 2025)
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249, North Lynnfield House Church Street
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Chartered Accountants & Statutory Auditors
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2nd Floor Equitable House
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Naveo Commerce (UK) Ltd
Contents
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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Naveo Commerce (UK) Ltd
Registered number: 02686385
Statement of financial position
As at 31 December 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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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 29 August 2025.
The notes on pages 3 to 13 form part of these financial statements.
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Naveo Commerce (UK) Ltd
Statement of changes in equity
For the Year Ended 31 December 2024
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 3 to 13 form part of these financial statements.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
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
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Basis of preparation of financial statements
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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:
During the year the Company made losses of £273,199 (2023: £693,322). At the year end, the Company had net current liabilities of £3,990,894 (2023: £2,910,484) and net liabilities of £3,985,545 (2023: £3,712,346). 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 continued and completed the process of transitioning its core software product from an on-premises solution to a cloud solution and has commenced development in 2025 on next generation, artificial intelligence centric product development. 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 provided undertakings to provide financial assistance to the company to enable to fulfil its obligations when they fall due.
The Company has produced a detailed cash flow forecast up to 31 July 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.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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Foreign currency translation
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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'.
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.
Interest income is recognised in profit or loss using the effective interest method.
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.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
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.
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.
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.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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.
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.
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Cash and cash equivalents
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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.
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.
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.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
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.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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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.
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The average monthly number of employees, including directors, during the year was 40 (2023 - 45).
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
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The development expenditure capitalised represents the cost of direct labour incurred and third party costs in developing the software product.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
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Charge for the year on owned assets
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Prepayments and accrued income
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Cash and cash equivalents
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Bank overdrafts are secured over all assets of the company.
Amount owed to group undertaking are unsecured, interest free and repayable on demand.
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.
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Other taxation and social security
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Creditors: Amounts falling due after more than one year
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The bank loan represents a Bounce Back Loan which is repayable by monthly installments and carries interest @ 2.5% p.a.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
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Allotted, called up and fully paid
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40,000,000 (2023 - 40,000,000) Class A shares of £0.01 each
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2,105,400 (2023 - 2,105,400) Class B shares of £0.01 each
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3,894,600 (2023 - 3,894,600) Class C shares of £0.01 each
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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.
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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 £164,773 (2023: £287,466). Contributions totaling £26,902 (2023: £33,853) were payable to the fund at the reporting date.
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Related party transactions
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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.
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Naveo Commerce (UK) Ltd
Notes to the financial statements
For the Year Ended 31 December 2024
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 and copies may be obtained from its registered office.
The ultimate controlling party is Black Dragon Capital LLC.
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.
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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.
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The audit report was signed on 29 August 2025 by Janak Raj Pokhrel (Senior statutory auditor) on behalf of Mantax Lynton.
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