Knowcross Limited - Accounts to registrar (filleted)

REGISTERED NUMBER: 09150220 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

KNOWCROSS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

P Kumar

S Zerr

REGISTERED OFFICE:

10 John Street

London

WC1N 2EB

REGISTERED NUMBER:

09150220 (England and Wales)

AUDITORS:

Oury Clark Chartered Accountants

Statutory Auditors

Herschel House

58 Herschel Street

Slough

Berkshire

SL1 1PG

FIXED ASSETS

Intangible assets

4

401,555

793,415

Tangible assets

5

1,992

5,642

Investments

6

37,081

440,628

836,138

CURRENT ASSETS

Debtors

7

2,480,783

1,428,527

Cash at bank and in hand

634,734

707,713

3,115,517

2,136,240

CREDITORS

Amounts falling due within one year

8

4,665,563

1,599,387

NET CURRENT (LIABILITIES)/ASSETS

(1,550,046

)

536,853

TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,109,418

)

1,372,991

CAPITAL AND RESERVES

Called up share capital

10

46,790

Retained earnings

(1,156,208

)

1,326,201

SHAREHOLDERS' FUNDS

(1,109,418

)

1,372,991

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 Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

P Kumar - Director

1.	STATUTORY INFORMATION

Knowcross 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.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements are prepared on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Knowcross Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

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

Turnover relates to the installation and annual usage of the company's software, including related services required to allow customers to make use of the software.

Turnover for services is recognised in full upon completion of the installation, as this is when the risks and rewards are transferred.

During the year, the customer business model moved from annual commitments to monthly commitments for the company’s software. Invoices continued to be raised up front for the year, however customers are entitled to a partial refund if they terminate their contract before the end of the agreed term. This introduces a change to the timing of revenue recognition to that being monthly rather than recognised full upon completion of the installation. Turnover for software is now recognised monthly, over the length of the term of the contract. This is when the risks and rewards are transferred.

Intangible assets

Intangible assets relate to software development costs that were capitalised.

Intangible assets are initially measured at cost and subsequently measured at cost, net of amortisation and any impairment losses. Amortisation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Software - 5 years straight line

Tangible fixed assets

Tangible assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer equipment - 2 years straight line

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at costs less impairment.

Financial instruments

Basic financial instruments as covered by Section 11 of FRS 102 (Section 1A) are measured at amortised cost. The company does not have any Other Financial Instruments as covered by Section 12 of FRS 102 (Section 1A).

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 11 (2023 - 9 ) .

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 January 2024

and 31 December 2024

2,583,033

AMORTISATION

At 1 January 2024

1,789,618

Charge for year

391,860

At 31 December 2024

2,181,478

NET BOOK VALUE

At 31 December 2024

401,555

At 31 December 2023

793,415

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

15,876

Additions

1,015

At 31 December 2024

16,891

DEPRECIATION

At 1 January 2024

10,234

Charge for year

4,665

At 31 December 2024

14,899

NET BOOK VALUE

At 31 December 2024

1,992

At 31 December 2023

5,642

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2024

and 31 December 2024

37,081

NET BOOK VALUE

At 31 December 2024

37,081

At 31 December 2023

37,081

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Knowcross Inc

Registered office: 845 Third Avenue, 6th Floor, New York, NY 10022

Nature of business: Software sales

%

Class of shares:

holding

Ordinary

100.00

Knowcross Pte. Ltd

Registered office: 30 Cecil Street, 19-08 Prudential Tower, Singapore 049712

Nature of business: Software sales

%

Class of shares:

holding

Ordinary

100.00

Knowcross Shanghai Co. Ltd

Registered office: Room 856, No.66 Huanyuan Shiqiao Road, China (Shanghai) Free Trade Pilot Zone

Nature of business: Software sales

%

Class of shares:

holding

Ordinary

100.00

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Trade debtors

1,009,614

700,888

Amounts owed by group undertakings

1,421,578

692,637

Other debtors

49,591

35,002

2,480,783

1,428,527

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.24

31.12.23

£

Trade creditors

2,608

9,247

Amounts owed to group undertakings

1,434,665

931,934

Taxation and social security

88,702

29,623

Other creditors & accruals

3,139,588

628,583

4,665,563

1,599,387

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

31.12.24

31.12.23

£

Within one year

26,910

1,495

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.24

31.12.23

value:

£

46,790

Ordinary

£1

46,790

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Qualified opinion

We have audited the financial statements of Knowcross Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:

-

give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the
period then ended;

-

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;
and

-

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

In the course of conducting our audit, we were unable to obtain sufficient audit evidence in order to determine the portion of software development costs that were appropriately capitalised rather than expensed in the periods ended 31st March 2015 to 31st March 2021.

As a result of this, we are unable to conclude on the accuracy of the intangible fixed asset cost, intangible fixed asset accumulated amortisation, and therefore retained earnings as at 31st March 2021. The carrying value of intangibles over which we were unable to obtain sufficient appropriate audit evidence was £242,344. It is not practicable to quantify the financial effects of this potential misstatement.

We were however able to obtain sufficient audit evidence to verify the capitalisation rate utilised on software development expenditure incurred from the 1st April 2021, and the amortisation on the total cost that has been capitalised since this date.

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 - continued

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

As described in the Basis for qualified opinion section of our report, our audit opinion is qualified for inability to obtain sufficient audit evidence concerning the capitalisation rate applicable to software development expenditure in prior periods.

Matters on which we are required to report by exception

Except for the matter described in the basis for qualified opinion section of our report, in light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors that are inconsistent with our overall view of the financial statements.

Arising solely from the limitation on the scope of our work relating to intangible fixed assets, referred to above:

- We have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- We were unable to determine whether adequate accounting records have been kept.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

- returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made.

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Emma Crowley (Senior Statutory Auditor)

for and on behalf of Oury Clark Chartered Accountants

As stated above, the audit opinion was qualified. In addition, we would like to draw your attention to the following statement contained within our audit report as included within the full financial statements:-

"Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed."

12.	ULTIMATE CONTROLLING PARTY

There is no ultimate controlling party.

13.	ULTIMATE PARENT COMPANY

The ultimate parent company is Riverside Micro-cap Fund V AIV I, L.P., a company incorporated in

the United States of America. Consolidated financial statements are not publicly available.

The immediate parent company is Knowcross Solutions Private Limited, a company incorporated in India with registered address Maulseri House, 7, D Block, Kapas Hera Estate, New Delhi, Delhi 110037. Consolidated financial statements are not publicly available.

14.	CHANGES TO CUSTOMER CONTRACTS

As explained in the turnover accounting policy note, there was a commercial change in the year whereby customers moved from having annual commitments to having monthly commitments for the company's software. This has resulted in 36% of the revenue that would have previously been recognised now being deferred as at the year end, meaning a reduction in turnover of £1,965,425 and an increase in deferred revenue of £1,965,425 compared with the previous year's treatment of income.