Company registration number 11846878 (England and Wales)
SF INSURETECH (UK) LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
PAGES FOR FILING WITH REGISTRAR
SF INSURETECH (UK) LTD
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 10
SF INSURETECH (UK) LTD
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
6
1,907
6,182
Current assets
Debtors
7
445,214
290,012
Cash at bank and in hand
18,600
72,495
463,814
362,507
Creditors: amounts falling due within one year
8
(155,147)
(125,231)
Net current assets
308,667
237,276
Total assets less current liabilities
310,574
243,458
Provisions for liabilities
Deferred tax liability
9
477
1,546
(477)
(1,546)
Net assets
310,097
241,912
Capital and reserves
Called up share capital
10
1
1
Profit and loss reserves
310,096
241,911
Total equity
310,097
241,912
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 16 September 2026 and are signed on its behalf by:
Mr Murray Macdonald
Director
Company registration number 11846878 (England and Wales)
SF INSURETECH (UK) LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
1
174,001
174,002
Year ended 31 December 2024:
Profit and total comprehensive income
-
67,910
67,910
Balance at 31 December 2024
1
241,911
241,912
Year ended 31 December 2025:
Profit and total comprehensive income
-
68,185
68,185
Balance at 31 December 2025
1
310,096
310,097
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
1
Accounting policies
Company information
SF Insuretech (UK) Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, 16 Black Friars Lane, London, EC4V 6EB.
1.1
Accounting convention
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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
The financial statements have been prepared on truea going concern basis, which assumes the company will continue in the foreseeable future. In order to do so, the company will require the continued support of the parent entity, Just Insure Group, Inc. Please refer to Note 15 to the financial statements.
The directors continue to adopt the going concern basis in preparing the financial statements.
1.3
Turnover
The Company has an agreement in place with its parent entity to provide services including the development of software applications, provide support services for the applications and other ancillary services. The income is based on expenses incurred plus a mark up of 5%.
Turnover is measured at the fair value of the consideration received, excluding discounts, rebates, Vat and other sales taxes or duty and is accounted for in the profit and loss account on an accruals basis.
1.4
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:
Computer equipment
33.33% straight line
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 4 -
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.
1.6
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.
1.7
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.
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments 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. Amounts 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.
1.8
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.
1.9
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.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 6 -
1.12
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,000
13,500
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
13
14
5
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
308,769
302,166
Company pension contributions to defined contribution schemes
2,642
2,642
311,411
304,808
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
5
Directors' remuneration
(Continued)
- 7 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
156,554
149,394
Company pension contributions to defined contribution schemes
1,321
1,321
6
Tangible fixed assets
Computer equipment
£
Cost
At 1 January 2025
24,017
Additions
1,041
At 31 December 2025
25,058
Depreciation and impairment
At 1 January 2025
17,835
Depreciation charged in the year
5,316
At 31 December 2025
23,151
Carrying amount
At 31 December 2025
1,907
At 31 December 2024
6,182
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
440,655
287,741
Prepayments and accrued income
4,559
2,271
445,214
290,012
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
24,090
17,979
Corporation tax
23,825
24,573
Other taxation and social security
54,682
43,025
Other creditors
8,804
5,638
Accruals and deferred income
43,746
34,016
155,147
125,231
9
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company:
Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
477
1,546
2025
Movements in the year:
£
Liability at 1 January 2025
1,546
Credit to profit or loss
(1,069)
Liability at 31 December 2025
477
10
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100
100
1
1
11
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:
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Audit report information
(Continued)
- 9 -
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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.
Material uncertainty related to going concern
We draw attention to Notes 1.2 and 15 in the financial statements, which indicates that the company requires the continued support of the parent entity. As stated in Note 15, events or conditions do exist that indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Senior Statutory Auditor:
Jacqueline McCarrell
Statutory Auditor:
SRG (AUDIT) LLP
Date of audit report:
17 September 2026
12
Ultimate controlling party
The company is a wholly owned subsidiary of SF Insuretech Inc., a company registered in United States of America. On the 2nd September 2026 SF Insuretech Inc changed its name to Just Insure Group, Inc.
The registered office of the parent company is 251 Little Falls Drive, Wilmington, New Castle, DE 19808, USA.
The company is reliant on the continued support of its parent entity Just Insure Group, Inc.
Just Insure Group, Inc. management evaluated its ability to continue as a going concern as of 31 December 2025.
Just Insure Group, Inc. management determined that obtaining additional funding would alleviate this uncertainty. In July 2026, the parent company signed a term sheet for a loan facility of up to $12 million, of which $4 million would be available upon closing, and $2 million once the Company received new approval to enter a new state. The Company received approval for Indiana in August 2026.
Just Insure Group, Inc. is also conducting a financing round involving the sale of up to $4 million of convertible promissory notes, which remains open as of the issuance of the financial statements.
Just Insure Group, Inc. is also pursuing a Series B equity financing of approximately $20 million and has completed its investor presentation and initiated outreach to potential investors. The Series B financing represents an additional source of capital to support the Company’s operations and growth plans.
.
13
Related party transactions
SF INSURETECH (UK) LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Related party transactions
(Continued)
- 10 -
During the year, SF Insuretech (UK) Ltd made sales of £1,910,039 (2024: £1,903,114) to Just Insure Group, Inc. the parent company.
At the year-end, there was an inter-company balance of £440,131 owed by Just Insure Group, Inc. to SF Insuretech (UK) Ltd (2024: £287,085).
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