Company registration number 04207349 (England and Wales)
ASCERTIA LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
ASCERTIA LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
ASCERTIA LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
3
2,629,900
2,996,779
Tangible assets
4
21,302
26,815
Investments
5
6,167,445
6,167,445
8,818,647
9,191,039
Current assets
Debtors
7
4,598,354
3,649,128
Cash at bank and in hand
2,647,954
3,994,762
7,246,308
7,643,890
Creditors: amounts falling due within one year
8
(4,208,967)
(7,137,196)
Net current assets
3,037,341
506,694
Total assets less current liabilities
11,855,988
9,697,733
Creditors: amounts falling due after more than one year
9
(398,396)
(582,787)
Net assets
11,457,592
9,114,946
Capital and reserves
Called up share capital
11
182
182
Share premium account
67,732
67,732
Capital redemption reserve
15
15
Other reserves
6,167,445
6,167,445
Profit and loss reserves
5,222,218
2,879,572
Total equity
11,457,592
9,114,946

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

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

The financial statements were approved by the board of directors and authorised for issue on 19 March 2026 and are signed on its behalf by:
M L Khan
Director
Company registration number 04207349 (England and Wales)
ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
1
Accounting policies
Company information

Ascertia Limited is a private company limited by shares incorporated in England and Wales. The registered office is 33 Queen Street, London, EC4R 1AP.

1.1
Statement of compliance

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 40 1 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Ascertia Limited is a 65% indirectly owned subsidiary of Tinexta S.p.A. The results of Ascertia Limited and Infocert S.p.A. are included in the consolidated financial statements of Tinexta S.p.A. which are available from Piazzale Flaminio 1/b 00196 Rome - Italy.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation, that the company has adequate resources, along with the financial support received from the parent company (Infocert S.p.A.), true which has been confirmed for a period of at least 12 months from the approval of these financial statements or auditor's report date, if later, to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from annual licenses and annual support services is recognised on a straight line basis over the time period specified in the contract. Revenue from perpetual licenses is recognised immediately on the date the license is delivered to the customer. Revenue share income from partners is recognised on a straight line basis over the time period specified in the contract.

Professional and consultancy services are typically provided over a defined time period, with revenue recognised on a straight line basis over this period. Third party services income is recognised on a straight line basis over the time period specified in the contract.

ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 3 -
1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

The entity recognises an intangible asset arising from development (or from the development phase of an internal project) if, and only if, the entity can demonstrate all of the following:

(a) The technical feasibility of completing the intangible asset so that it will be available for use or sale.

(b) Its intention to complete the intangible asset and use or sell it.

(c) Its ability to use or sell the intangible asset.

(d) How the intangible asset will generate probable future economic benefits. Among other things, the entity can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset.

(e) The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset.

(f) Its ability to measure reliably the expenditure attributable to the intangible asset during its development.

Capitalised development costs relate to enhancements and development of new features related to Signing Hub, ADSS server, WebRA and Integrations services.

Expenses that do not meet the conditions for capitalisation are expensed as incurred.

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

Development costs
33% straight line basis
Intellectual Property Rights
20% straight line basis
1.6
Tangible fixed assets

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

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

IT Equipment
33% straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.9
Cash and cash equivalents

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

ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Derivatives

The company enters into foreign exchange forward contracts in order to manage its exposure to foreign exchange risk.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.

ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 6 -
1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority. The Company is out of scope of the OECD Pillar Two model rules.

1.14
Employee benefits

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

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

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

1.15
Retirement benefits

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

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
2
Employees

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

2025
2024
Number
Number
Total
25
23
3
Intangible fixed assets
Development costs
Intellectual Property Rights
Total
£
£
£
Cost
At 1 April 2024
-
0
3,669,525
3,669,525
Additions
385,313
-
0
385,313
At 31 March 2025
385,313
3,669,525
4,054,838
Amortisation and impairment
At 1 April 2024
-
0
672,746
672,746
Amortisation charged for the year
18,287
733,905
752,192
At 31 March 2025
18,287
1,406,651
1,424,938
Carrying amount
At 31 March 2025
367,026
2,262,874
2,629,900
At 31 March 2024
-
0
2,996,779
2,996,779
4
Tangible fixed assets
IT Equipment
£
Cost
At 1 April 2024
83,795
Additions
8,237
At 31 March 2025
92,032
Depreciation and impairment
At 1 April 2024
56,980
Depreciation charged in the year
13,750
At 31 March 2025
70,730
ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
4
Tangible fixed assets
IT Equipment
£
(Continued)
- 8 -
Carrying amount
At 31 March 2025
21,302
At 31 March 2024
26,815
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
6,167,445
6,167,445
6
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Ascertia Pvt. Limited
22-F, Main Market, Gulberg-II, Lahore, Pakistan
Software Development
Ordinary
100.00
Ascertia Software Trading LLC
Office No: 413, Nadd Hessa IT Plaza, Dubai Oasis Silicon, United Arab Emirates
Software Development
Ordinary
100.00
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,700,262
2,995,662
Amounts owed by group undertakings
504,589
67,303
Other debtors
992,072
586,163
4,196,923
3,649,128
Deferred tax asset
401,431
-
0
4,598,354
3,649,128

Amounts owed by group undertakings are unsecured, repayable on demand and interest free.

ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 9 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
299,225
71,188
Amounts owed to group undertakings
134,517
3,669,525
Taxation and social security
60,090
56,106
Other creditors
3,715,135
3,340,377
4,208,967
7,137,196

Amounts owed to group undertakings are unsecured, repayable on demand and interest free.

9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
398,396
582,787
10
Share-based payment transactions
Liabilities and expenses

During the year, the company recognised total share-based payment expenses of £nil (2024 - £1,210,253) which related to equity settled share based payment transactions.

11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
18,230
18,230
182
182
12
Audit report information

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

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

Statutory Auditor:
MHA
Date of audit report:
19 March 2026
13
Events after the reporting date

In September 2025, the parent company Infocert S.p.A. exercised its call option to acquire the remaining 35% of the share capital of Ascertia Ltd.

ASCERTIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 10 -
14
Related party transactions

The company has adopted the exemption permitted by paragraph 33.1A of FRS 102 and has not disclosed transactions with other group members, which are wholly owned subsidiaries.

15
Parent company

At the period end, the immediate parent undertaking is Infocert S.p.A., a company incorporated in Italy.

At the period end, the ultimate parent undertaking is Tinexta S.p.A., a company incorporated in Italy. The parent undertaking of the largest and smallest group of which the Company is a member and consolidated financial statements are prepared is Tinexta S.p.A. Copies of consolidated financial statements can be obtained from Piazzale Flaminio 1/b 00196 Rome - Italy, which is its registered office.

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