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Registered number: 10810451 CERTINO LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 30 JUNE 2025
CERTINO LIMITED REGISTERED NUMBER: 10810451 BALANCE SHEET AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 5 |  | 5,686,918 |  | 6,200,844
Tangible assets | 6 |  | 1,249 |  | 3,165
|  |  | 5,688,167 |  | 6,204,009
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 7 | 2,828,495 |  | 2,643,373 |
Cash at bank and in hand | 8 | 204,098 |  | 150,022 |
|  | 3,032,593 |  | 2,793,395 |
Creditors: amounts falling due within one year | 9 | (5,713,493) |  | (5,682,429) |
Net current liabilities |  |  | (2,680,900) |  | (2,889,034)
Total assets less current liabilities |  |  | 3,007,267 |  | 3,314,975
Creditors: amounts falling due after more than one year | 10 |  | (7,938,032) |  | (6,999,980)
Net liabilities |  |  | (4,930,765) |  | (3,685,005)
Capital and reserves |  |  |  |  |
Called up share capital | 12 |  | 9 |  | 9
Share premium account |  |  | 3,582,845 |  | 3,582,845
Share based payment reserve |  |  | 156,083 |  | 106,701
Profit and loss account |  |  | (8,669,702) |  | (7,374,560)
|  |  | (4,930,765) |  | (3,685,005)
Page 1
CERTINO LIMITED REGISTERED NUMBER: 10810451 BALANCE SHEET (CONTINUED) AS AT 30 JUNE 2025 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 3 October 2025.
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 2025
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 £2,883,290, 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 2025 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 2025 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 is 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.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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.
| 2.9 | 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 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 2025 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 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.
| 2.12 | Exceptional items
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
| 2.13 | 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. Page 6
CERTINO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.14 | 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.
| 2.15 | Debtors
Short term debtors are measured at transaction price, less any impairment.
| 2.16 | Creditors
Short term creditors are measured at transaction price.
| 2.17 | 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 2025
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 12 (2024 - 13).
Page 8
CERTINO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
5. | Intangible assets
|  | Software development
|  | £
| Cost |
| At 1 July 2024 | 10,101,140
| Additions | 524,596
| At 30 June 2025 | 10,625,736
| Amortisation |
| At 1 July 2024 | 3,900,296
| Charge for the year on owned assets | 1,038,522
| At 30 June 2025 | 4,938,818
| Net book value |
| At 30 June 2025 | 5,686,918
| At 30 June 2024 | 6,200,844
Page 9
CERTINO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
6. | Tangible fixed assets
|  | Office equipment
|  | £
| Cost |
| At 1 July 2024 | 42,440
| Additions | 896
| At 30 June 2025 | 43,336
| Depreciation |
| At 1 July 2024 | 39,275
| Charge for the year on owned assets | 2,812
| At 30 June 2025 | 42,087
| Net book value |
| At 30 June 2025 | 1,249
| At 30 June 2024 | 3,165
Page 10
CERTINO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
7. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 214,792 | 97,014
| Other debtors | 78,571 | 480,449
| Prepayments and accrued income | 120,978 | 79,428
| Deferred taxation | 2,414,154 | 1,986,482
|  | 2,828,495 | 2,643,373
8. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 204,098 | 150,022
9. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 5,000 | 5,000
| Other loans | 2,520,975 | 2,819,975
| Trade creditors | 2,544,287 | 1,790,671
| Amounts owed to group undertakings | - | 415,304
| Other taxation and social security | 118,510 | 94,757
| Other creditors | 19,591 | 16,963
| Accruals and deferred income | 505,130 | 539,759
|  | 5,713,493 | 5,682,429
| The directors have given personal guarantees as security for certain other loans amounting to £Nil (2024 - £250,000) as at the balance sheet date. The directors have given personal guarantees as security for certain bank loans amounting to £25,000 (2024 - £25,000) as at the balance sheet date.
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CERTINO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank loans | 24,582 | 29,583
| Other loans | 5,623,797 | 5,241,410
| Accruals | 2,289,653 | 1,728,987
|  | 7,938,032 | 6,999,980
| Loans by seniority ranking are an unsecured amount to a service provider of £2,520,975 plus accrued interest of £2,882,929 and unsecured shareholder loans amounting to £5,623,797 and accrued interest of £2,047,057. £2,741,881 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 £2,881,986 are repayable on 30 September 2026. Any repayment of shareholder loans is dependent on repayment to the service provider.
11. | Deferred taxation
|  | 2025
|  | £
| At beginning of year | 1,986,482
| Charged to profit or loss | 427,672
| At end of year | 2,414,154
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tax losses carried forward | 1,181,566 | 1,086,614
| Other temporary timing differences | 1,232,588 | 899,868
|  | 2,414,154 | 1,986,482
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CERTINO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
12. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 94,599 (2024 - 94,406) Ordinary shares of £0.0001 (2024 - £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 2,779 EMI share options and 3,531 non - tax advantage share options outstanding. The share based payment charge for the year amounted to £49,382 (2024 - £49,275).
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 £67,756 (2024 - £72,384). Contributions of £6,066 (2024 - £5,734) were payable to the fund at the balance sheet date.
14. | Related party transactions
| At the period end the Company owed £Nil (2024 - £415,304) to a group company. An amount of £412,910 was owing to Certino LLC, a related company as of the date of its closure in December 2024.The balance owing by Certino Limited was written off following a board resolution in January 2025. The amount has been presented in profit and loss as an exceptional item.
15. | Post balance sheet events
Subsequent to the year end, 900 EMI share options and 490 unapproved share options were granted.
16. | Auditors' information
The auditors' report on the financial statements for the year ended 30 June 2025 was unqualified. The audit report was signed on 6 October 2025 by Mehmet Hussein FCA (Senior statutory auditor) on behalf of Barnes Roffe Audit Limited.
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