Certua Group Limited

	Page
Directors' Report	1
Consolidated Profit and Loss Account	2
Consolidated Balance Sheet	3—4
Company Balance Sheet	5—6
Notes to the Financial Statements	7—12

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who held office during the year were as follows:

Mr J A Levin

Mr T J Williams

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report 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 the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments 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 and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Small Company Rules

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

On behalf of the board

Mr J A Levin

Director

05/08/2025

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Certua Group Limited

Consolidated Profit and Loss Account

For The Year Ended 31 December 2024

Consolidated Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER		178,429	264,352
Cost of sales		(19,205 )	(30,867 )

GROSS PROFIT		159,224	233,485

Distribution costs		892	-
Administrative expenses		(3,671,542 )	(4,569,108 )

OPERATING LOSS		(3,511,426 )	(4,335,623 )
Loss on disposal of fixed asset investments		(900)	-
Other interest receivable and similar income		60,106	31,021
Interest payable and similar charges		(49,258 )	(81,593 )

LOSS BEFORE TAXATION		(3,501,478 )	(4,386,195 )
Tax on Loss		155,836	82,293

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		(3,345,642 )	(4,303,902 )

The notes on pages 7 to 12 form part of these financial statements.

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Certua Group Limited

Consolidated Balance Sheet

As At 31 December 2024

Consolidated Balance Sheet

Registered number: 10410856

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		11,643,246		11,825,541
Tangible Assets	5		34,306		51,957
Investments	6		65,170		66,070

			11,742,722		11,943,568
CURRENT ASSETS
Debtors	7	222,218		202,464
Cash at bank and in hand		1,404,749		3,462,671

		1,626,967		3,665,135
Creditors: Amounts Falling Due Within One Year	8	(174,137 )		(267,712 )

NET CURRENT ASSETS (LIABILITIES)			1,452,830		3,397,423

TOTAL ASSETS LESS CURRENT LIABILITIES			13,195,552		15,340,991

Creditors: Amounts Falling Due After More Than One Year	9		(654 )		(654 )

NET ASSETS			13,194,898		15,340,337

CAPITAL AND RESERVES
Called up share capital	11		405		343
Share premium account			32,938,755		31,738,614
Profit and Loss Account			(19,744,262 )		(16,398,620 )

SHAREHOLDERS' FUNDS			13,194,898		15,340,337

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Certua Group Limited

Consolidated Balance Sheet (continued)

As At 31 December 2024

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

On behalf of the board

Mr J A Levin

Director

05/08/2025

The notes on pages 7 to 12 form part of these financial statements.

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Certua Group Limited

Company Balance Sheet

As At 31 December 2024

Company Balance Sheet

Registered number: 10410856

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		34,305		51,957
Investments	6		3,371,189		2,772,190

			3,405,494		2,824,147
CURRENT ASSETS
Debtors	7	14,628,141		13,125,819
Cash at bank and in hand		630,195		3,061,522

		15,258,336		16,187,341
Creditors: Amounts Falling Due Within One Year	8	(359,578 )		(1,844,969 )

NET CURRENT ASSETS (LIABILITIES)			14,898,758		14,342,372

TOTAL ASSETS LESS CURRENT LIABILITIES			18,304,252		17,166,519

Creditors: Amounts Falling Due After More Than One Year	9		(654 )		(656 )

NET ASSETS			18,303,598		17,165,863

CAPITAL AND RESERVES
Called up share capital	11		405		343
Share premium account			32,938,756		31,738,614
Profit and Loss Account			(14,635,563 )		(14,573,094 )

SHAREHOLDERS' FUNDS			18,303,598		17,165,863

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Certua Group Limited

Company Balance Sheet (continued)

As At 31 December 2024

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's loss for the year was £(62,469 ) (2023: £(3,700,384 ) loss).

For the year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

On behalf of the board

Mr J A Levin

Director

05/08/2025

The notes on pages 7 to 12 form part of these financial statements.

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Certua Group Limited

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Certua Group Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10410856 . The registered office is 12 - 18 Theobalds Road, London, WC1X 8PL.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The consolidated 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. Basis Of Consolidation

The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary

undertakings made up to 31 December 2024. The results of subsidiaries sold or acquired are included in the profit and loss account up

to, or from the date control passes.

Intra-group sales and profits are eliminated fully on consolidation.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover

includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns,

rebates and other similar allowances.

2.4. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill has been recognised in connection with the acquisition of Surely Group Limited and Surely Services Limited in 2019.

Goodwill is initially measured as the amount paid in excess of the net assets of the acquired company at acquisition. Subsequently, the

amount recognised as goodwill is amortised over its estimated useful life of ten years, commencing from January 2020.

2.5. Intangible Fixed Assets and Amortisation - Other Intangible

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.

2.6. Tangible Fixed Assets and Depreciation

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing

balance basis.

Depreciation is provided on the following basis:

Plant & Machinery	33% on Cost
Motor Vehicles	25% on Cost
Computer Equipment	33% on Cost

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.

2.7. Leasing and Hire Purchase Contracts

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term,

unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.8. Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

2.9. Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group

pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

2.10. Interest Income

Interest income is recognised in profit or loss using the effective interest method.

2.11. 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.

3. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 18 (2023: 23)

Company

Average number of employees, including directors, during the year was: 2 (2023: 23)

4. Intangible Assets

Group

	Goodwill	Other	Total
	£	£	£
Cost
As at 1 January 2024	2,258,941	12,797,150	15,056,091
Additions	-	578,336	578,336

As at 31 December 2024	2,258,941	13,375,486	15,634,427

Amortisation
As at 1 January 2024	903,577	2,326,973	3,230,550
Provided during the period	225,894	534,737	760,631

As at 31 December 2024	1,129,471	2,861,710	3,991,181

Net Book Value
As at 31 December 2024	1,129,470	10,513,776	11,643,246

As at 1 January 2024	1,355,364	10,470,177	11,825,541

Company

The company had no intangible fixed assets as at 31 December 2024 or 31 December 2023.

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Tangible Assets

Group

	Plant & Machinery	Motor Vehicles	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2024	6,575	60,933	51,424	118,932
Additions	1,745	-	1,406	3,151
Disposals	-	-	(19,678 )	(19,678 )

As at 31 December 2024	8,320	60,933	33,152	102,405

Depreciation
As at 1 January 2024	6,056	17,028	43,891	66,975
Provided during the period	759	15,233	4,810	20,802
Disposals	-	-	(19,678 )	(19,678 )

As at 31 December 2024	6,815	32,261	29,023	68,099

Net Book Value
As at 31 December 2024	1,505	28,672	4,129	34,306

As at 1 January 2024	519	43,905	7,533	51,957

Company

	Plant & Machinery	Motor Vehicles	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2024	6,575	60,933	51,424	118,932
Additions	1,745	-	1,406	3,151
Disposals	-	-	(19,678 )	(19,678 )

As at 31 December 2024	8,320	60,933	33,152	102,405

Depreciation
As at 1 January 2024	6,056	17,028	43,891	66,975
Provided during the period	760	15,233	4,810	20,803
Disposals	-	-	(19,678 )	(19,678 )

As at 31 December 2024	6,816	32,261	29,023	68,100

Net Book Value
As at 31 December 2024	1,504	28,672	4,129	34,305

As at 1 January 2024	519	43,905	7,533	51,957

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

6. Investments

Group

	Unlisted
	£
Cost
As at 1 January 2024	66,070
Disposals	(900 )

As at 31 December 2024	65,170

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	65,170

As at 1 January 2024	66,070

Name	Registered office	Principal activity	Holding
Certua Protect Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Regulated insurance intermediary and distribution	100%
Certua Services Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Software as a service supplier	100%
Certua Technologies Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Software and IP development	100%
Certua Financial Information Services Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Regulated account info services provider	100%
Surely Group Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Surely holding company (dormant)	100%
Surely Services Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Software as a service supplier (dormant)	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the

subsidiary undertakings were as follows:

Name	Aggregate of share capital and reserves	Profit/(Loss)
Certua Protect Ltd	348,453	(1,152,478)
Certua Services Limited	1,166,867	280,129
Certua Technologies Limited	(4,472,399)	(2,185,032)
Certua Financial Information Services Limited	100
Surely Group Limited	630,019
Surely Services Limited	(605,193)

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Company

	Subsidiaries	Unlisted	Total
	£	£	£
Cost
As at 1 January 2024	2,706,120	66,070	2,772,190
Additions	600,000	-	600,000
Disposals	(101 )	(900 )	(1,001 )

As at 31 December 2024	3,306,019	65,170	3,371,189

Provision
As at 1 January 2024	-	-	-

As at 31 December 2024	-	-	-

Net Book Value
As at 31 December 2024	3,306,019	65,170	3,371,189

As at 1 January 2024	2,706,120	66,070	2,772,190

7. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Trade debtors	17,805	18,832	1,577	-
Amounts owed by group undertakings	-	-	171,870	67,745
Other debtors	204,413	183,632	48,577	179,054
Due after more than one year
Amounts owed by group undertakings	-	-	14,406,117	12,879,020

	222,218	202,464	14,628,141	13,125,819

8. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Trade creditors	35,738	101,441	29,416	95,286
Amounts owed to group undertakings	-	-	291,799	1,631,662
Other creditors	84,540	102,048	38,363	53,798
Taxation and social security	53,859	64,223	-	64,223

	174,137	267,712	359,578	1,844,969

9. Creditors: Amounts Falling Due After More Than One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Amounts owed to group undertakings	654	654	654	656

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

10. Deferred Taxation

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.

11. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	405	343

12. Cash and cash equivalents

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.

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