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Registered number: 10810451









CERTINO LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2024

 
CERTINO LIMITED
REGISTERED NUMBER: 10810451

BALANCE SHEET
AS AT 30 JUNE 2024

2024
2023
                                                                       Note
£
£

Fixed assets
  

Intangible assets
 5 
6,200,844
6,626,740

Tangible assets
 6 
3,165
8,814

  
6,204,009
6,635,554

Current assets
  

Debtors: amounts falling due within one year
 7 
2,643,373
2,222,862

Cash at bank and in hand
 8 
150,022
12,945

  
2,793,395
2,235,807

Creditors: amounts falling due within one year
 9 
(5,682,429)
(5,237,114)

Net current liabilities
  
 
 
(2,889,034)
 
 
(3,001,307)

Total assets less current liabilities
  
3,314,975
3,634,247

Creditors: amounts falling due after more than one year
 10 
(6,999,980)
(5,031,881)

  

Net liabilities
  
(3,685,005)
(1,397,634)


Capital and reserves
  

Called up share capital 
 12 
9
9

Share premium account
  
3,582,845
3,558,845

Share based payment reserve
  
106,701
57,426

Profit and loss account
  
(7,374,560)
(5,013,914)

  
(3,685,005)
(1,397,634)

Page 1

 
CERTINO LIMITED
REGISTERED NUMBER: 10810451
    
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2024

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 statement of comprehensive income 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 19 December 2024.




Richard McBride
Director

The notes on pages 3 to 13 form part of these financial statements.
Page 2

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Certino Limited ("the Company") is a private company limited by shares, incorporated in England and Wales. Its registered office is 9 Nimrod Way, Ferndown, Wimborne, BH21 7UH. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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:

 
2.2

Going concern

The ability to continue as a going concern is dependent on anticipated future sales from existing and perspective customers and the directors have no reason to believe they will not achieve these sales based on ongoing discussions.  The company has a liability due within one year of £2,520,975 which was scheduled for payment, and accrued interest of £2,092,863, however the agreement between the company and the creditor is such that additional interest will be charged from the due date.  The directors are in regular dialogue with the creditor and based on this are not expecting to repay the amount within 12 months from the date of signing of the accounts.
 
In the event that the anticipated turnover is not achieved, or the liability was requested for repayment the company would be reliant on obtaining further funding to meet its obligations.
 
Based on the forecasts including the above factors but not the availability of future funding the directors believe that the company will continue as a going concern for the foreseeable future.   Whilst they have no reason to doubt their assessment, they consider it appropriate that the above factors are disclosed. 

Page 3

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

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 Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'administrative expenses'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Company as lessee

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

Page 4

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.6

Research and development

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. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.7

Finance costs

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.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 5

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.11

Intangible assets

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.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

Tangible fixed assets

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.

Page 6

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

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 annual basis:

Office equipment
-
33%
straight line

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.

 
2.13

Debtors

Short term debtors are measured at transaction price, less any impairment.

 
2.14

Creditors

Short term creditors are measured at transaction price.

 
2.15

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties.

Page 7

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

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.
Judgements in applying accounting policies
Going concern
 
Uncertainty exists regarding the estimated future revenue as management have been required to make a judgement on anticipated revenues based on existing and prospective customers. Current and ongoing discussions with existing and prospective customers, as well as historical sales information has been considered in making these judgements. 
 
The directors have also had to make an assessment of when debt will fall due for payment based on discussions with the creditor.  
 
Ageing of liabilities
 
In considering the repayment date and ageing of loans within the financial statements management have considered when an event condition detailed within the agreement is likely to be triggered, due to there being no disclosed repayment date within the agreement. Management have based their judgement on the likely trigger event period as well as the requirement that other loans are repayable prior to the specified debts being deemed repayable.


4.


Employees

The average monthly number of employees, including directors, during the year was 13 (2023 - 15).

Page 8

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

5.


Intangible assets




Software development

£



Cost


At 1 July 2023
9,531,898


Additions
569,242



At 30 June 2024

10,101,140



Amortisation


At 1 July 2023
2,905,158


Charge for the year on owned assets
995,138



At 30 June 2024

3,900,296



Net book value



At 30 June 2024
6,200,844



At 30 June 2023
6,626,740



Page 9

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

6.


Tangible fixed assets





Office equipment

£



Cost


At 1 July 2023
42,440



At 30 June 2024

42,440



Depreciation


At 1 July 2023
33,626


Charge for the year on owned assets
5,649



At 30 June 2024

39,275



Net book value



At 30 June 2024
3,165



At 30 June 2023
8,814

Page 10

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Debtors

2024
2023
£
£


Trade debtors
97,014
149,467

Other debtors
480,449
396,394

Prepayments and accrued income
79,428
80,654

Deferred taxation
1,986,482
1,596,347

2,643,373
2,222,862



8.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
150,022
12,945



9.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
5,000
5,000

Other loans
2,819,975
2,640,975

Trade creditors
1,790,671
1,309,151

Amounts owed to group undertakings
415,304
403,648

Corporation tax
-
3,823

Other taxation and social security
94,757
37,658

Other creditors
16,963
28,366

Accruals and deferred income
539,759
808,493

5,682,429
5,237,114


The directors have given personal guarantees as security for certain other loans amounting to £250,000 (2023 - £250,000) as at the balance sheet date. 
The directors have given personal guarantees as security for certain bank loans amounting to £25,000 
(2023 - £25,000) as at the balance sheet date. 

Page 11

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

10.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
29,583
34,582

Other loans
5,241,410
4,008,874

Accruals
1,728,987
988,425

6,999,980
5,031,881


Loans by seniority ranking are secured amounts owed to the Greater London Investment Fund of £100,000, an unsecured amount to a service provider of £2,520,975 plus accrued interest of £2,092,863 and unsecured shareholder loans amounting to £5,241,410 and accrued interest of £1,506,604. £2,114,967 of the shareholder loans are convertible or repayable following a trigger event not expected to occur within the next 12 months. The remaining shareholder loans of £3,122,206 are repayable in December 2025. Subsequent to the year end the repayment of shareholder loans amounting to £3,122,206 was formally amended from 31 December 2025 to 30 September 2026. Any repayment of shareholder loans is dependent on repayment of the Greater London Investment Fund and the service provider. 


11.


Deferred taxation




2024


£






At beginning of year
1,596,347


Charged to profit or loss
390,135



At end of year
1,986,482

The deferred tax asset is made up as follows:

2024
2023
£
£


Tax losses carried forward
1,086,614
991,121

Other temporary timing differences
899,868
605,226

1,986,482
1,596,347

Page 12

 
CERTINO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

12.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



94,599 (2023 - 94,406) Ordinary shares of £0.0001 (2023 - £0.0001) each
9
9

The company operates an equity-settled EMI share option scheme and a non tax-advantage share option scheme for its employees. At the year end there were 1,889 EMI share options and 2,956 non - tax advantage share options outstanding. The share based payment charge for the year amounted to £49,275 (2023 - £57,426).



13.


Pension commitments

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 £58,634 (2023 - £75,777). Contributions of £5,734 (2023 - £10,675) were payable to the fund at the balance sheet date.  


14.


Related party transactions

At the period end the Company owed £415,304 (2023 - £403,648) to a group company. 


15.


Post balance sheet events

Subsequent to the year end, 890 EMI share options and 575 unapproved share options were granted.
Subsequent to the year end the company obtained further shareholder loans amounting to £279,994.


16.


Auditor's information

The auditor's report on the financial statements for the year ended 30 June 2024 was unqualified.

The audit report was signed on 22 December 2024 by Mehmet Hussein FCA (Senior statutory auditor) on behalf of Barnes Roffe LLP.

 
Page 13