ACCOUNTS - Final Accounts

Operating profit/(loss)

The operating profit/(loss) is stated after charging:

Registered number: 10855914

UNICURSAL GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

UNICURSAL GROUP LIMITED

COMPANY INFORMATION

Director	S Evans


Registered number	10855914


Registered office	21 Dyke Road
	Brighton
	East Sussex
	BN1 3FE


Independent auditor	Barnes Roffe Audit Limited
	Chartered Accountants & Statutory Auditor
	Charles Lake House
	Claire Causeway
	Crossways Business Park
	Dartford
	Kent
	DA2 6QA

UNICURSAL GROUP LIMITED

CONTENTS

	Page
Group Strategic Report	1
Director's Report	2 - 3
Independent Auditor's Report	4 - 7
Consolidated Statement of Comprehensive Income	8
Consolidated Balance Sheet	9
Company Balance Sheet	10
Consolidated Statement of Changes in Equity	11
Company Statement of Changes in Equity	12
Consolidated Statement of Cash Flows	13
Notes to the Financial Statements	14 - 30

UNICURSAL GROUP LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

Unicursal Group Limited is the Group Holding Company which provides the UK and US higher education sector with performance-driven advertising and marketing solutions under the brands Net Natives And Akero.

Business review

With the very challenging headwinds of a market where price is now the key purchasing criteria, the Group has focused on utilising our proprietary technology, Akero, to deliver efficient advertising and measurement. In 2024, through a process of efficiency management, client growth and effective product strategies, we delivered significant profit following losses just the prior year.
Outlook
The US Higher Education Market continues to be a growth market, buoyed by an increasingly challenging student recruitment market. The Unicursals Group’s data and technology products have proved themselves to be the right solution for this market. Built and delivered by the UK operation.

Principal risks and uncertainties

The directors monitor and review the key risks of the business.
Credit risk
The exposure to bad debt and credit risk is proactively managed, including the monitoring of debts on a regular basis. The directors oversee the granting of all significant credit terms. The education sector itself also mitigates risk with a minimal exposure to financial collapse.
Pestle Factors
The global nature of our audience and our client base allows us significant protection from any further impacts. Education has proven to be resilient to the challenges of the pandemic and will continue to grow and develop.

Financial key performance indicators

Our key performance indicators are focused on new clients, client retention and growth, monthly recurring revenues, gross profit and retained profit. These metrics best communicate the financial performance of the company and are reviewed weekly.

Other key performance indicators

In addition to the above financial key performance indicators, the directors also consider client retention as a key performance indicator.

This report was approved by the board on 16 September 2025 and signed on its behalf.

S Evans

Director

Page 1

UNICURSAL GROUP LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report and the financial statements for the year ended 31 December 2024.

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 these financial statements, the director is required to:

∙select suitable accounting policies for the group's financial statements 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 group will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

Results and dividends

The profit for the year, after taxation, amounted to £938,540 (2023 - loss £3,550,393).

Based on the performance of the group during the year, dividends totalling £630,000 (2023: £3,910,833) were paid to shareholders.

Director

The directors who served during the year were:

S Evans
C L Evans (resigned 16 July 2024)
N Alexandrou (appointed 6 October 2023, resigned 16 July 2024)

Future developments

There are no material future developments that the readers of the financial statements should be made aware
of.

Page 2

UNICURSAL GROUP LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

The director at the time when this Director's Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

Auditor

Barnes Roffe LLP resigned as auditors due to the transfer of its audit business and its successor Barnes Roffe Audit Limited was appointed by the directors under s485 Companies Act 2006.

This report was approved by the board on 16 September 2025 and signed on its behalf.

S Evans

Director

Page 3

UNICURSAL GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED

Opinion

We have audited the financial statements of Unicursal Group Limited (formerly Akero Group Limited) (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 the financial statements:

∙give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's profit 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.

Basis for opinion

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Page 4

UNICURSAL GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The director is responsible for the other information contained within the Annual Report. 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material 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 material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's Report.

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:

∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent company financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of director's remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Page 5

UNICURSAL GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 2, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these group financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
• We identified the laws and regulations applicable to the company through discussion with directors and other management, and from our commercial knowledge and experience of the relevant sector;
• The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, are as follows;
o Companies Act 2006.
o FRS102.
o GDPR
o Employment legislation
o Tax legislation
• We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management, reviewing board minutes and inspecting legal correspondence;
• Laws and regulations were communicated within the audit team at the planning meeting, and during the audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit.

Page 6

UNICURSAL GROUP LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF UNICURSAL GROUP LIMITED (CONTINUED)

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:
• Making enquires of management as to where they consider there was susceptibility to fraud and their knowledge of actual suspected and alleged fraud;
• Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations;
• Reviewing the financial statements and testing the disclosures against supporting documentation;
• Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
• Inspecting and testing journal entries to identify unusual or unexpected transactions;
• Assessing whether judgement and assumptions made in determining significant accounting estimates, were indicative of management bias; and
• Investigating the rationale behind significant transactions, or transactions that are unusual or outside the company’s usual course of business.
The areas that we identified as being susceptible to misstatement through fraud were:
• Management bias in the estimates and judgements made;
• Management override of controls; and
• Posting of unusual journals or transactions.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.

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 an Auditor's Report 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.

Mario Cientanni (Senior Statutory Auditor)

for and on behalf of

Barnes Roffe Audit Limited

Chartered Accountants

Statutory Auditor

Charles Lake House

Claire Causeway

Crossways Business Park

Dartford

Kent

DA2 6QA

Date: 26 September 2025

Page 7

UNICURSAL GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

	2024	2023
Note	£	£


Turnover	4	30,462,122	28,139,513
Cost of sales		(21,336,272)	(19,217,087)
Gross profit		9,125,850	8,922,426
Administrative expenses		(8,264,475)	(10,387,207)
Exceptional administrative expenses		-	(1,800,000)
Operating profit/(loss)	5	861,375	(3,264,781)
Income from shares in group undertakings		-	3,989
Interest receivable and similar income	9	-	5,041
Profit/(loss) before taxation		861,375	(3,255,751)
Tax on profit/(loss)	10	77,165	(294,642)
Profit/(loss) for the financial year		938,540	(3,550,393)


Other comprehensive income	(17,050)	24,125
Other comprehensive income for the year	(17,050)	24,125
Total comprehensive income for the year	921,490	(3,526,268)

Profit/(loss) for the year attributable to:
Owners of the parent company	938,540	(3,550,393)
	938,540	(3,550,393)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 14 to 30 form part of these financial statements.

Page 8

UNICURSAL GROUP LIMITED

REGISTERED NUMBER: 10855914

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Intangible assets	13		800,608		931,683
Tangible assets	14		172,560		237,197
			973,168		1,168,880
Current assets
Debtors: amounts falling due within one year	16	4,985,401		6,995,104
Cash at bank and in hand	17	1,210,454		1,254,011
		6,195,855		8,249,115
Creditors: amounts falling due within one year	18	(8,122,444)		(9,239,514)
Net current liabilities			(1,926,589)		(990,399)
Total assets less current liabilities			(953,421)		178,481
Provisions for liabilities
Deferred taxation	19	(33,922)		(22,349)
Other provisions	20	(455,833)		(1,890,798)
			(489,755)		(1,913,147)
Net liabilities			(1,443,176)		(1,734,666)

Capital and reserves
Called up share capital	21	208	208
Foreign exchange reserve		47,502	64,552
Profit and loss account		(1,490,886)	(1,799,426)
Equity attributable to owners of the parent company		(1,443,176)	(1,734,666)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S Evans

Director

Date: 16 September 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 9

UNICURSAL GROUP LIMITED

REGISTERED NUMBER: 10855914

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	15		40,726		40,725
			40,726		40,725
Current assets
Debtors: amounts falling due after more than one year	16	1,320,000		-
Debtors: amounts falling due within one year	16	432,269		2,338,370
Cash at bank and in hand	17	76,402		3,987
		1,828,671		2,342,357
Creditors: amounts falling due within one year	18	(577,037)		(1,065,596)
Net current assets			1,251,634		1,276,761
Total assets less current liabilities			1,292,360		1,317,486


Net assets			1,292,360		1,317,486

Capital and reserves
Called up share capital	21	208	208
Profit and loss account		1,292,152	1,317,278
		1,292,360	1,317,486

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S Evans

Director

Date: 16 September 2025

The notes on pages 14 to 30 form part of these financial statements.

Page 10

UNICURSAL GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent company	Total equity
	£	£	£	£	£
At 1 January 2024	208	64,552	(1,799,426)	(1,734,666)	(1,734,666)

Profit for the year	-	-	938,540	938,540	938,540
Foreign exchange on consolidation	-	(17,050)	-	(17,050)	(17,050)
Dividends: Equity capital	-	-	(630,000)	(630,000)	(630,000)
At 31 December 2024	208	47,502	(1,490,886)	(1,443,176)	(1,443,176)

The notes on pages 14 to 30 form part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Foreign exchange reserve	Profit and loss account	Equity attributable to owners of parent company	Total equity
	£	£	£	£	£
At 1 January 2023	208	40,427	5,661,800	5,702,435	5,702,435

Loss for the year	-	-	(3,550,393)	(3,550,393)	(3,550,393)
Foreign exchange on consolidation	-	24,125	-	24,125	24,125
Dividends: Equity capital	-	-	(3,910,833)	(3,910,833)	(3,910,833)
At 31 December 2023	208	64,552	(1,799,426)	(1,734,666)	(1,734,666)

The notes on pages 14 to 30 form part of these financial statements.

Page 11

UNICURSAL GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2024	208	1,317,278	1,317,486

Profit for the year	-	604,874	604,874
Dividends: Equity capital	-	(630,000)	(630,000)
At 31 December 2024	208	1,292,152	1,292,360

The notes on pages 14 to 30 form part of these financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023	208	5,249,122	5,249,330

Loss for the year	-	(21,011)	(21,011)
Dividends: Equity capital	-	(3,910,833)	(3,910,833)
At 31 December 2023	208	1,317,278	1,317,486

The notes on pages 14 to 30 form part of these financial statements.

Page 12

UNICURSAL GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2024

			2024	2023
			£	£

Cash flows from operating activities
Profit/(loss) for the financial year	938,540	(3,550,393)
Adjustments for:
Amortisation of intangible assets	131,075	(64,812)
Depreciation of tangible assets	90,999	96,305
(Profit)/Loss on disposal of tangible assets	(112)	-
Interest received	-	(5,041)
Taxation charge	275,541	294,642
Decrease in debtors	1,992,653	6,721,333
(Decrease) in creditors	(1,472,541)	(6,158,307)
(Decrease)/increase in provisions	(1,434,965)	1,818,798
Net cash generated from operating activities	521,190	(847,475)

Cash flows from investing activities
Purchase of tangible fixed assets	(30,918)	(114,962)
Sale of tangible fixed assets	4,668	-
Interest received	-	5,041
Net cash from investing activities	(26,250)	(109,921)
Cash flows from financing activities
Dividends paid	(630,000)	(3,910,833)
Net cash used in financing activities	(630,000)	(3,910,833)
Net (decrease) in cash and cash equivalents	(135,060)	(4,868,229)
Cash and cash equivalents at beginning of year	1,254,011	6,122,240
Cash and cash equivalents at the end of year	1,118,951	1,254,011

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	1,210,454	1,254,011
Bank overdrafts	(91,503)	-
	1,118,951	1,254,011

The notes on pages 14 to 30 form part of these financial statements.

Page 13

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Unicursal Group Limited is a private company limited by shares and incorporated in England and Wales. The registered office address of the company is 21 Dyke Road, Brighton, East Sussex BN1 3FE.
The principal activity of the company is that of a holding company. The principal activity of the group is that of a social and digital marketing agency.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires group management to exercise judgment in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

2.3

Going concern

A subsidary incurred a loss in 2024, but trading and cashflow forecasts together with financial arrangements made demonstrate the company can continue to trade, in particular as all provisioning at the balance sheet date has covered subsequent liabilities crystalised.
The group has made pre-tax profits for the year of £861,375 (2023: £3,255,751 loss). Net liabilities at the year end amounted to £1,443,176 (2023: £1,734,666 – net liabilities). These results and financial position are as anticipated by the director. The group has prepared trading and cashflow forecasts which demonstrate it continued trade. The director considers it appropriate to prepare the financial statements on the going concern basis.

Page 14

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.4

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 Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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 group 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.

Page 15

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.6

Operating leases: the group as lessee

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.

The group has taken advantage of the exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard to continue to be charged over the period to the first market rent review rather than the term of the lease.

2.7

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 its useful economic life, which has been established as being 10 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.

2.8

Interest income

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

2.9

Borrowing costs

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

2.10

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.

Page 16

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.11

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 and the group operate and generate 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;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.

2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the group but are presented separately due to their size or incidence.

Page 17

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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.

2.14

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the following bases:

Short term leasehold property	-		Over the life of the lease
Plant and machinery	-	25%	straight line
Fixtures and fittings	-	25%	straight line
Office equipment	-	25%	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.

Page 18

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.16

Debtors

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.

2.17

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

2.18

Creditors

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.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.20

Financial instruments

The group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Page 19

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.21

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

a) Critical judgments in applying the group's accounting policies
Critical judgments have been made in reviewing the need for provisions within the financial statements. Provisions are only recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. This requires the judgment of management on a case by case basis.
b) Key accounting estimates and assumptions
Depreciation
The group has made key assumptions regarding the useful economic life to tangible fixed assets and this is further described in note 2.14 of the accounting policies.
Amortisation
The group has made key assumptions regarding the useful economic life to intangible assets and this is further described in note 2.13 of the accounting policies.
Revenue Recognition and Deferred Income
A significant portion of the group's trading activities are undertaken through long term campaigns/projects. The group is therefore required to make estimates in accounting for revenue. Further detail is provided in note 2.5 of the accounting policies.
Legal Provision
The company has made a legal provision relating to a legal claim filed in September 2023, by a previous customer. The provision at 31 December 2024 stands at £400,000 (2023: £1,800,000).

Turnover

The whole of the turnover is attributable to the principal activity of the group.

Analysis of turnover by country of destination:

					2024	2023
					£	£

United Kingdom	9,959,269	13,688,922
Rest of Europe	-	1,577
Rest of the world	20,502,853	14,449,014
	30,462,122	28,139,513

Page 20

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

	Exchange differences	12,473	24,186
	Other operating lease rentals	336,555	385,696

Fees payable to the company's auditor for the audit of the consolidated and parent company's financial statements	30,745	27,975

All other services	12,242	35,311

7.	Employees
	Staff costs, including director's remuneration, were as follows:

		Group	Group
		2024	2023
		£	£


Wages and salaries	4,964,434	6,623,045
Social security costs	514,476	656,564
Cost of defined contribution scheme	118,637	233,607
	5,597,547	7,513,216

The average monthly number of employees, including the director, during the year was as follows:

	Group	Group	Company	Company
	2024	2023	2024	2023
	No.	No.	No.	No.

Sales and admin staff	73	99	1	2

Page 21

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

8.	Directors' remuneration

During the year retirement benefits were accruing to 1 director (2023 - 2) in respect of defined contribution pension schemes.

9.	Interest receivable
		2024	2023
		£	£

	Other interest receivable	-	5,041
		-	5,041

Corporation tax
Current tax on profits for the year	(88,738)	314,693
	(88,738)	314,693

Total current tax	(88,738)	314,693

Deferred tax
Origination and reversal of timing differences	11,573	(20,051)
Total deferred tax	11,573	(20,051)


		(77,165)	294,642

Page 22

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

10.Taxation (continued)

Profit/(loss) on ordinary activities before tax

861,375

(3,255,751)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)	142,194	(813,938)
Effects of:
Non-tax deductible amortisation of goodwill and impairment	32,769	(19,449)
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	1,767	8,902
Capital allowances for year less than/(in excess of) depreciation	12,265	20,051
Losses utilised	-	(121,856)
Adjustments to tax charge in relation to foreign subsidiaries	(243,438)	786,674
Adjustments in respect of prior periods tax charge on foreign subsidiaries	(229,335)	-
Deferred tax movement	11,573	(20,051)
Unrelieved tax losses carried forward	195,040	454,309
Total tax charge for the year	(77,165)	294,642

Factors that may affect future tax charges

The company has losses of £55,847 (2024: £21,011) carried forward to be offset against future taxable profits.

11.	Dividends
		2024	2023
		£	£

	Dividends	630,000	3,910,833
		630,000	3,910,833

Page 23

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

12.	Exceptional items
		2024	2023
		£	£

	Legal provision	-	1,800,000
		-	1,800,000

A subsidiary of the group faced litigation from September 2023 and a legal provision was made in 2023 relating to litigation filed in September 2023, by a previous customer over disputed fees. The claim was vigorously disputed, but a commercial decision was made to agree to a full and final settlement of the claim with no admission of liability. This full and final settlement was agreed and the principal element paid in December 2024.

13.	Intangible assets
	Group and Company

	Development expenditure	Negative goodwill	Total
	£	£	£
Cost
At 1 January 2024	1,357,091	(2,412,949)	(1,055,858)
At 31 December 2024	1,357,091	(2,412,949)	(1,055,858)
Amortisation
At 1 January 2024	416,154	(2,403,695)	(1,987,541)
Charge for the year	134,419	(3,344)	131,075
At 31 December 2024	550,573	(2,407,039)	(1,856,466)
Net book value
At 31 December 2024	806,518	(5,910)	800,608
At 31 December 2023	940,937	(9,254)	931,683

Page 24

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

14.	Tangible fixed assets
	Group

	Short-term leasehold property	Fixtures and fittings	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	470,361	189,445	474,399	1,134,205
Additions	18,211	-	788	18,999
Disposals	-	-	(18,638)	(18,638)
At 31 December 2024	488,572	189,445	456,549	1,134,566
Depreciation
At 1 January 2024	352,976	188,989	355,043	897,008
Charge for the year on owned assets	28,551	354	50,175	79,080
Disposals	-	-	(14,082)	(14,082)
At 31 December 2024	381,527	189,343	391,136	962,006
Net book value
At 31 December 2024	107,045	102	65,413	172,560
At 31 December 2023	117,385	456	119,356	237,197

Page 25

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	40,725
	Additions	1
	At 31 December 2024	40,726

Direct Subsidiary undertakings
The following were direct subsidiary undertakings of the company:
Name	Registered office	Trade	Class of shares	Holding

Natives Online Limited	(a)	Liquidation	Ordinary	100%
Net Natives Limited	(a)	Digital Media	Ordinary	100%
Course Match Limited	(a)	Dormant	Ordinary	100%
AkeroLabs Limited (b)	(a)	Digital Media	Ordinary	100%

(a) - 21 Dyke Road, Brighton, DN1 3FE
(b) - Akerolabs Limited is entitled to exemption from requirement to have an audit under the provisions of section 479A of the Companies Act 2026.

Indirect subsidiary undertaking
The following was an indirect subsidiary undertaking of the company:
Name	Registered office	Trade	Class of shares	Holding

Net Natives Inc

134N 4th Street, Brooklyn, New York, 11249, USA

Digital Media

Ordinary

100%

Page 26

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

16.	Debtors
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

	Amounts owed by group undertakings	-	-	1,320,000	-

Group	Group	Company	Company
2024	2023	2024	2023
£	£	£	£


Trade debtors	3,572,881	3,439,626	-	-
Amounts owed by group undertakings	-	-	-	15,870
Other debtors	1,350,355	3,421,236	432,269	2,322,500
Called up share capital not paid	1	-	-	-
Prepayments and accrued income	62,164	134,242	-	-
	4,985,401	6,995,104	432,269	2,338,370

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Cash at bank and in hand	1,210,454	1,254,011	76,402	3,987
Less: bank overdrafts	(91,503)	-	-	-
	1,118,951	1,254,011	76,402	3,987

Page 27

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2024	2023	2024	2023
		£	£	£	£

Bank overdrafts	91,503	-	-	-
Trade creditors	1,252,254	1,669,136	-	-
Amounts owed to group undertakings	-	-	202,925	728,096
Corporation tax	345,710	338,915	344,112	337,500
Other taxation and social security	82,547	108,440	-	-
Other creditors	288,313	172,029	30,000	-
Accruals and deferred income	6,062,117	6,950,994	-	-
	8,122,444	9,239,514	577,037	1,065,596

Page 28

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

19.	Deferred taxation
	Group

	2024	2023
	£	£

At beginning of year	(22,349)	(42,400)
Credited/(Charged) to profit or loss	(11,573)	20,051
At end of year	(33,922)	(22,349)

Company

	2024	2023

At end of year	-	-

The provision for deferred taxation is made up as follows:
	Group	Group
	2024	2023
	£	£

	Accelerated capital allowances	(33,922)	(22,349)
		(33,922)	(22,349)

20.	Provisions
	Group

	Dilapidation provision	Legal provision	Total
	£	£	£

At 1 January 2024	90,798	1,800,000	1,890,798
Credited to profit or loss	(34,965)	(1,400,000)	(1,434,965)
At 31 December 2024	55,833	400,000	455,833

Page 29

UNICURSAL GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

21.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

208,000 (2023 - 208,000) A Ordinary shares of £0.001 each	208	208

22.	Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £118,637 (2023: £193,607).

23.	Commitments under operating leases
	At 31 December 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2024	2023
		£	£

Not later than 1 year	118,893	208,595
Later than 1 year and not later than 5 years	13,771	231,941
	132,664	440,536

24.	Transactions with directors

Included in other creditors due within one year is an amount of £30,000 owed to a director (2023: £1,900,000 owed by and included in other debtors due within one year). The opening balance represents the maximum amount outstanding in the year. The balance was repaid in 2024.

25.	Related party transactions
	Directors have an interest in dividends paid amounting to £630,000 (2023: £3,910,833).

26.	Controlling party

The ultimate controlling party is S Evans.

Page 30