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Certa360 Limited
Annual Report and Unaudited Financial Statements
Year Ended 31 May 2025

Registration number: 08874039

Certa360 Limited

Contents

Balance Sheet | 1 to 2
Notes to the Unaudited Financial Statements | 3 to 9

Certa360 Limited

Balance Sheet

31 May 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Intangible assets | 4 | 1,038,816 | 1,131,160
Tangible assets | 5 | 597 | 1,551
Investments | 6 | 300 | 300
|  | 1,039,713 | 1,133,011
Current assets |  |  |
Debtors | 7 | 22,353 | 33,100
Cash at bank and in hand |  | 286 | 37
|  | 22,639 | 33,137
Creditors: Amounts falling due within one year | 8 | (3,332,972) | (2,884,135)
Net current liabilities |  | (3,310,333) | (2,850,998)
Total assets less current liabilities |  | (2,270,620) | (1,717,987)
Provisions for liabilities |  | (36,100) | (36,100)
Net liabilities |  | (2,306,720) | (1,754,087)
Capital and reserves |  |  |
Called up share capital | 10 | 157 | 157
Share premium reserve |  | 44,355 | 44,355
Profit and loss account |  | (2,351,232) | (1,798,599)
Shareholders' deficit |  | (2,306,720) | (1,754,087)

Certa360 Limited

Balance Sheet

31 May 2025

For the financial year ending 31 May 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• | The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
• | The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the Board on 17 July 2026 and signed on its behalf by:

......................................... Mr W H Crook Director

Company Registration Number: 08874039

Certa360 Limited

Notes to the Unaudited Financial Statements

Year Ended 31 May 2025

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 18
Melville Building East
Royal William Yard
Plymouth
PL1 3GW

The principal place of business is:
Third Floor
New Walker Hanger 1
Exeter International Airport
Exeter
EX5 2BA

These financial statements were authorised for issue by the Board on 17 July 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' including Section 1A and the Companies Act 2006. There were no material departures from FRS 102 Section 1A.

Basis of preparation

These financial statements have been prepared using the historical cost convention.
The presentational currency of Certa360 Limited is considered to be pounds sterling because this is the currency of the primary economic environment in which the company operates.

Going concern

The company’s primary activity is the development of a cloud based competence management software. The software is now live and the product is generating an encouraging income stream in this company's wholly owned subsidiary. Whilst initial operational losses were incurred during the development phase, returns are beginning to be earned.
As a result of the initial operational losses, the company remains reliant upon the financial support of companies under control of one of its directors. Although no formal guarantees or arrangements are in place, there are no indications that support currently provided will be withdrawn within 12 months of the approval of these financial statements. Consequently, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Certa360 Limited

Notes to the Unaudited Financial Statements

Year Ended 31 May 2025

Revenue recognition

Turnover represents amounts chargeable, net of value added tax, in respect of the sale of goods and services to customers.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive
income.
The current corporation tax charge is calculated on the basis of tax rates and laws that have been
enacted or substantively enacted by the reporting date in the countries where the company operates
and generates taxable income.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below.
Timing differences are differences between taxable profits and the results as stated in the profit and
loss account and other comprehensive income. Deferred tax is determined using tax rates and laws
that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation
allowance is set up against deferred tax assets so that the net carrying amount equals the highest
amount that is more likely than not to be recovered based on current or future taxable profit.

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

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Office equipment | 25% straight line

Development costs

Development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured. Any expenditure carried forward is amortised in line with expected future sales from the related project.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Development costs | 10% straight line
Website | 10% straight line

Certa360 Limited

Notes to the Unaudited Financial Statements

Year Ended 31 May 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
The company holds the following financial instruments:
• Short term trade and other debtors and creditors;
• Other loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Other loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

3 | Staff numbers

The average number of persons employed by the company (including directors) during the year, was 0 (2024 - 0).

Certa360 Limited

Notes to the Unaudited Financial Statements

Year Ended 31 May 2025

4 | Intangible assets

| Development costs £ | Total £
Cost or valuation
At 1 June 2024 | 2,895,497 | 2,895,497
Additions | 194,334 | 194,334
At 31 May 2025 | 3,089,831 | 3,089,831
Amortisation
At 1 June 2024 | 1,764,337 | 1,764,337
Amortisation charge | 286,678 | 286,678
At 31 May 2025 | 2,051,015 | 2,051,015
Carrying amount
At 31 May 2025 | 1,038,816 | 1,038,816
At 31 May 2024 | 1,131,160 | 1,131,160

5 | Tangible assets

| Office equipment £ | Total £
Cost or valuation
At 1 June 2024 | 20,869 | 20,869
At 31 May 2025 | 20,869 | 20,869
Depreciation
At 1 June 2024 | 19,317 | 19,317
Charge for the year | 955 | 955
At 31 May 2025 | 20,272 | 20,272
Carrying amount
At 31 May 2025 | 597 | 597
At 31 May 2024 | 1,551 | 1,551

Certa360 Limited

Notes to the Unaudited Financial Statements

Year Ended 31 May 2025

6 | Investments

| Investments in subsidiaries £
Cost or valuation
At 1 June 2024 | 300
At 31 May 2025 | 300
Carrying amount
At 31 May 2025 | 300
At 31 May 2024 | 300

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
ELMS Global Solutions Limited | Unit 18 Melville Building East Royal William Yard Plymouth PL1 3GW | Ordinary shares | 100% | 100%
| England |  |  |
ELMS Aviation Limited | Unit 18 Melville Building East Royal William Yard Plymouth PL1 3GW | Ordinary shares | 100% | 100%
| England |  |  |
ELMS Assist Limited | Unit 18 Melville Building East Royal William Yard Plymouth PL1 3GW | Ordinary shares | 100% | 100%
| England |  |  |

Certa360 Limited

Notes to the Unaudited Financial Statements

Year Ended 31 May 2025

Subsidiary undertakings
ELMS Global Solutions Limited The principal activity of ELMS Global Solutions Limited is a dormant company.
ELMS Aviation Limited The principal activity of ELMS Aviation Limited is the provision of aviation, aeronautical and aerospace competency and compliance management software.
ELMS Assist Limited The principal activity of ELMS Assist Limited is a dormant company.

7 | Debtors

| 2025 £ | 2024 £
Other debtors | 22,353 | 33,100
| 22,353 | 33,100

8 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 9 | 464,635 | 464,635
Trade creditors |  | 159,837 | 234,205
Accruals and deferred income |  | 8,000 | 3,998
Other creditors |  | 343,980 | 327,434
Amounts due to group undertakings |  | 2,356,520 | 1,853,863
|  | 3,332,972 | 2,884,135

9 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Other borrowings | 464,635 | 464,635

Certa360 Limited

Notes to the Unaudited Financial Statements

Year Ended 31 May 2025

10 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £0.01 each | 15,686 | 156.86 | 15,686 | 156.86

Share option scheme
On 1 July 2024 the company granted an option to acquire shares to two employees under an approved Enterprise Management Scheme. The option per employee was in respect of 500 ordinary shares of £0.01 each at an exercise price of £0.01 per share.

11 | Related party transactions

Loans from related parties

2025 | Subsidiary £ | Related company £ | Total £
At start of period | 1,853,863 | 325,458 | 2,179,321
Advanced | 620,412 | 16,546 | 636,958
Repaid | (117,755) | - | (117,755)
At end of period | 2,356,520 | 342,004 | 2,698,524

2024 | Subsidiary £ | Related company £ | Total £
At start of period | 1,425,354 | 325,458 | 1,750,812
Advanced | 500,806 | - | 500,806
Repaid | (72,297) | - | (72,297)
At end of period | 1,853,863 | 325,458 | 2,179,321

Terms of loans from related parties

Loans owed to subsidiaries and a related company are interest free and repayable on demand although there are currently no indications that the support will be withdrawn in the next 12 months.