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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

UBERALL LTD is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, UK, WC1N 3AX.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for at least twelve months from the date of approval of these financial statements and will meet its liabilities as they fall due in the normal course of business.

As at 31/12/2024, the Company reported net liabilities of £2,316,359 (prior year: net liabilities of £2,070,285) and a loss for the year of £246,074 (prior year: loss of £335,230). The Company’s activities are funded by its immediate parent company, Uberall GmbH (a company incorporated in Germany), and by other entities within the Uberall group through intercompany balances and other intra-group funding arrangements. The Company does not have significant external bank facilities in its own name.

Dependence on financial support from Uberall GmbH

The directors note that the Company is dependent on ongoing financial support from its parent company, Uberall GmbH, and ultimately from the Uberall group, in order to continue trading and to meet its obligations as they fall due for at least twelve months from the date of approval of these financial statements.

Uberall GmbH has provided the Company with a letter of support dated [●] in which it has confirmed that it:

– intends to continue to make available such funds as are necessary to enable the Company to meet its liabilities as they fall due; and

– will not seek repayment of amounts owed to it by the Company, to the extent that such repayment would prejudice the Company’s ability to continue as a going concern,

for a period of at least twelve months from the date of approval of these financial statements.

Group funding and uncertainties

The ability of Uberall GmbH to provide this financial support is, in turn, dependent on the financial position and future cash flows of Uberall GmbH and the wider Uberall group.

The directors are aware that Uberall GmbH and the group have incurred significant losses in prior years as they have invested in the growth of the business. The audited financial statements of Uberall GmbH and of the Uberall group for the years ended 31 December 2022 and 31 December 2023 had not been finalised and approved as at the date of approval of these financial statements.

Accordingly, the directors have limited visibility over the final audited financial position and results of Uberall GmbH and of the group for those periods. The directors have, however, obtained and reviewed certain management information and forecasts prepared at group level, and have discussed the group’s funding arrangements with management of Uberall GmbH. Based on this information, the directors expect that the group will continue to have access to sufficient funding for at least the next twelve months from the date of approval of these financial statements and that Uberall GmbH will be able to provide financial support to the Company in line with the letter of support referred to above.

Notwithstanding the support letter and the information obtained, the directors recognise that:

– the group’s forecasts are inherently subject to uncertainty;

– the final outcomes of the group’s ongoing financing arrangements and future trading performance may differ from those assumed in the forecasts; and

– the absence of finalised audited financial statements for Uberall GmbH and the group for the years ended 31 December 2022 and 31 December 2023 increases the uncertainty regarding the group’s current financial position.

These factors indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

Taking into account:

– the letter of support received from Uberall GmbH;

– the group forecasts and funding information made available to them; and

– the expected continued strategic importance of the Company within the Uberall group,

the directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would be required if the Company were unable to continue as a going concern.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

The average monthly number of persons (including directors) employed by the company during the year was:

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

In our opinion 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 loss for the year 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.

Uberall GMBH incorporated in Germany is regarded by the directors as being the company's ultimate parent company and controlling party.

Uberall GMBH prepared group financial statements and copies can be obtained from 32-33 Hussitenstrasse Berlin, Germany 13355.