Certua Group Limited

	Page
Directors' Report	1
Consolidated Profit and Loss Account	2
Consolidated Balance Sheet	3—4
Company Balance Sheet	5—6
Notes to the Financial Statements	7—12

The directors present their report and the financial statements for the year ended 31 December 2025.

Directors

The directors who held office during the year were as follows:

Mr John Levin

Mr Thomas Williams

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are 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 the financial statements the directors are required to:

select suitable accounting policies 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 company will continue in business.

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

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Small Company Rules

This report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

On behalf of the board

Mr John Levin

Director

30 September 2026

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Certua Group Limited

Consolidated Profit and Loss Account

For The Year Ended 31 December 2025

Consolidated Profit and Loss Account

		2025	2024 as restated
	Notes	£	£
TURNOVER		170,496	178,429
Cost of sales		(5,576 )	(19,205 )

GROSS PROFIT		164,920	159,224

Distribution costs		238	892
Administrative expenses		(2,582,269 )	(3,671,542 )
Other operating income		904	-

OPERATING LOSS		(2,416,207 )	(3,511,426 )
Income from other current asset investments		(361 )	-
Loss on disposal of fixed asset investments		-	(900)
Other interest receivable and similar income		23,086	60,106
Interest payable and similar charges		(70,144 )	(49,258 )

LOSS BEFORE TAXATION		(2,463,626 )	(3,501,478 )
Tax on Loss		-	155,836

LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		(2,463,626 )	(3,345,642 )

The notes on pages 7 to 12 form part of these financial statements.

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Certua Group Limited

Consolidated Balance Sheet

As At 31 December 2025

Consolidated Balance Sheet

Registered number: 10410856

		2025		2024 as restated
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		13,039,138		11,643,246
Tangible Assets	5		15,065		34,306
Investments	6		65,170		65,170

			13,119,373		11,742,722
CURRENT ASSETS
Debtors	7	45,888		1,775,589
Cash at bank and in hand		1,273,317		1,404,749

		1,319,205		3,180,338
Creditors: Amounts Falling Due Within One Year	8	(153,557 )		(174,137 )

NET CURRENT ASSETS (LIABILITIES)			1,165,648		3,006,201

TOTAL ASSETS LESS CURRENT LIABILITIES			14,285,021		14,748,923

Creditors: Amounts Falling Due After More Than One Year			-		(654 )

NET ASSETS			14,285,021		14,748,269

CAPITAL AND RESERVES
Called up share capital	10		415		405
Share premium account			34,939,123		32,938,755
Profit and Loss Account			(20,654,517 )		(18,190,891 )

SHAREHOLDERS' FUNDS			14,285,021		14,748,269

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Certua Group Limited

Consolidated Balance Sheet (continued)

As At 31 December 2025

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

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

On behalf of the board

Mr John Levin

Director

30 September 2026

The notes on pages 7 to 12 form part of these financial statements.

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Certua Group Limited

Company Balance Sheet

As At 31 December 2025

Company Balance Sheet

Registered number: 10410856

		2025		2024 as restated
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	5		15,064		34,305
Investments	6		3,726,289		3,371,189

			3,741,353		3,405,494
CURRENT ASSETS
Debtors	7	17,287,644		16,181,512
Cash at bank and in hand		456,365		630,195

		17,744,009		16,811,707
Creditors: Amounts Falling Due Within One Year	8	(381,409 )		(359,578 )

NET CURRENT ASSETS (LIABILITIES)			17,362,600		16,452,129

TOTAL ASSETS LESS CURRENT LIABILITIES			21,103,953		19,857,623

Creditors: Amounts Falling Due After More Than One Year			-		(654 )

NET ASSETS			21,103,953		19,856,969

CAPITAL AND RESERVES
Called up share capital	10		415		405
Share premium account			34,939,124		32,938,756
Profit and Loss Account			(13,835,586 )		(13,082,192 )

SHAREHOLDERS' FUNDS			21,103,953		19,856,969

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Certua Group Limited

Company Balance Sheet (continued)

As At 31 December 2025

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's loss for the year was £(753,394 ) (2024: £(62,469 ) loss).

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

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

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

The company has taken advantage of section 444(1) of the Companies Act 2006 and opted not to deliver to the registrar a copy of the company's Profit and Loss Account.

All of the company's members have consented to the preparation of an Abridged Profit and Loss Account for the year end 31 December 2025 in accordance with section 444(2A) of the Companies Act 2006.

On behalf of the board

Mr J A Levin

Director

30 September 2026

The notes on pages 7 to 12 form part of these financial statements.

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Certua Group Limited

Notes to the Financial Statements

For The Year Ended 31 December 2025

Notes to the Financial Statements

1. General Information

Certua Group Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10410856 . The registered office is 12 - 18 Theobalds Road, London, WC1X 8PL.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The consolidated 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. Basis Of Consolidation

The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary

undertakings made up to 31 December 2024. The results of subsidiaries sold or acquired are included in the profit and loss account up

to, or from the date control passes.

Intra-group sales and profits are eliminated fully on consolidation.

2.3. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover

includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns,

rebates and other similar allowances.

2.4. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill has been recognised in connection with the acquisition of Surely Group Limited and Surely Services Limited in 2019.

Goodwill is initially measured as the amount paid in excess of the net assets of the acquired company at acquisition. Subsequently, the

amount recognised as goodwill is amortised over its estimated useful life of ten years, commencing from January 2020.

2.5. Intangible Fixed Assets and Amortisation - Other Intangible

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.

2.6. Tangible Fixed Assets and Depreciation

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, on a reducing

balance basis.

Depreciation is provided on the following basis:

Plant & Machinery	33% on Cost
Motor Vehicles	25% on Cost
Computer Equipment	33% on Cost

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.

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

2.7. Leasing and Hire Purchase Contracts

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.

2.8. Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent

that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by

the balance sheet date.

2.9. 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.

2.10. Interest Income

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

2.11. 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.

3. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 18 (2024: 18)

Company

Average number of employees, including directors, during the year was: 2 (2024: 2)

4. Intangible Assets

Group

	Goodwill	Other	Total
	£	£	£
Cost
As at 1 January 2025	2,258,941	13,375,486	15,634,427
Additions	-	2,456,252	2,456,252

As at 31 December 2025	2,258,941	15,831,738	18,090,679

...CONTINUED

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Amortisation
As at 1 January 2025	1,129,471	2,861,710	3,991,181
Provided during the period	225,894	834,466	1,060,360

As at 31 December 2025	1,355,365	3,696,176	5,051,541

Net Book Value
As at 31 December 2025	903,576	12,135,562	13,039,138

As at 1 January 2025	1,129,470	10,513,776	11,643,246

Company

The company had no intangible fixed assets as at 31 December 2025 or 31 December 2024.

5. Tangible Assets

Group

	Plant & Machinery	Motor Vehicles	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2025	8,320	60,933	33,152	102,405
Disposals	-	-	(1,177 )	(1,177 )

As at 31 December 2025	8,320	60,933	31,975	101,228

Depreciation
As at 1 January 2025	6,815	32,261	29,023	68,099
Provided during the period	759	15,233	3,112	19,104
Disposals	-	-	(1,040 )	(1,040 )

As at 31 December 2025	7,574	47,494	31,095	86,163

Net Book Value
As at 31 December 2025	746	13,439	880	15,065

As at 1 January 2025	1,505	28,672	4,129	34,306

Company

	Plant & Machinery	Motor Vehicles	Computer Equipment	Total
	£	£	£	£
Cost
As at 1 January 2025	8,320	60,933	33,152	102,405
Disposals	-	-	(1,177 )	(1,177 )

As at 31 December 2025	8,320	60,933	31,975	101,228

Depreciation
As at 1 January 2025	6,816	32,261	29,023	68,100
Provided during the period	759	15,233	3,112	19,104
Disposals	-	-	(1,040 )	(1,040 )

As at 31 December 2025	7,575	47,494	31,095	86,164

...CONTINUED

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Net Book Value
As at 31 December 2025	745	13,439	880	15,064

As at 1 January 2025	1,504	28,672	4,129	34,305

6. Investments

Group

	Unlisted
	£
Cost
As at 1 January 2025	65,170

As at 31 December 2025	65,170

Provision
As at 1 January 2025	-

As at 31 December 2025	-

Net Book Value
As at 31 December 2025	65,170

As at 1 January 2025	65,170

Name	Registered office	Principal activity	Holding
Certua Protect Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Regulated insurance intermediary and distribution	100%
Certua Services Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Software as a service supplier	100%
Certua Life Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Life Insurance	100%
Certua Technologies Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Software and IP development	100%
Certua Financial Information Services Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Regulated account info services provider	100%
Surely Group Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Surely holding company (dormant)	100%
Surely Services Limited	12 - 18 Theobalds Road, London, England, WC1X 8PL	Software as a service supplier (dormant)	100%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the

subsidiary undertakings were as follows:

Name	Aggregate of share capital and reserves	Profit/(Loss)
Certua Protect Ltd	193,858	(154,595)
Certua Services Limited	1,312,594	145,727
Certua Technologies Limited	(5,592,852)	(1,475,453)
Certua Life Limited	117	(17)
Certua Financial Information Services Limited	100
Surely Group Limited	630,019
Surely Services Limited	(605,193)

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

Company

	Subsidiaries	Unlisted	Total
	£	£	£
Cost or Valuation
As at 1 January 2025	3,306,019	65,170	3,371,189
Additions	355,100	-	355,100

As at 31 December 2025	3,661,119	65,170	3,726,289

Provision
As at 1 January 2025	-	-	-

As at 31 December 2025	-	-	-

Net Book Value
As at 31 December 2025	3,661,119	65,170	3,726,289

As at 1 January 2025	3,306,019	65,170	3,371,189

7. Debtors

	Group		Company
	2025	2024 as restated	2025	2024 as restated
	£	£	£	£
Due within one year
Trade debtors	16,169	17,805	-	1,577
Amounts owed by group undertakings	-	-	-	171,870
Other debtors	29,719	204,413	29,719	48,577

	45,888	222,218	29,719	222,024
Due after more than one year
Amounts owed by group undertakings	-	1,553,371	17,257,925	15,959,488

	45,888	1,775,589	17,287,644	16,181,512

8. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2025	2024 as restated	2025	2024 as restated
	£	£	£	£
Trade creditors	39,952	35,738	16,280	29,416
Amounts owed to group undertakings	-	-	348,293	291,799
Other creditors	72,327	84,540	16,836	38,363
Taxation and social security	41,278	53,859	-	-

	153,557	174,137	381,409	359,578

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Certua Group Limited

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2025

9. Deferred Taxation

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are

recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the

year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the

reversal of deferred tax liabilities or other future taxable profits.

10. Share Capital

	2025	2024 as restated
	£	£
Allotted, Called up and fully paid	415	405

11. 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.

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