Silverfin false 31/03/2023 01/04/2022 31/03/2023 P Cootes 14/11/2022 26/03/2020 M Jacobs 13/06/2023 R Thomas 13/06/2023 14/11/2022 J Wohle 26/03/2020 F Zysset 26/03/2020 10 November 2023 The principal activity of the company in the year under review was that of development of learning, productivity and education platforms & tools. 12535319 2023-03-31 12535319 bus:Director1 2023-03-31 12535319 bus:Director2 2023-03-31 12535319 bus:Director3 2023-03-31 12535319 bus:Director4 2023-03-31 12535319 bus:Director5 2023-03-31 12535319 2022-03-31 12535319 core:CurrentFinancialInstruments 2023-03-31 12535319 core:CurrentFinancialInstruments 2022-03-31 12535319 core:ShareCapital 2023-03-31 12535319 core:ShareCapital 2022-03-31 12535319 core:SharePremium 2023-03-31 12535319 core:SharePremium 2022-03-31 12535319 core:CapitalRedemptionReserve 2023-03-31 12535319 core:CapitalRedemptionReserve 2022-03-31 12535319 core:RetainedEarningsAccumulatedLosses 2023-03-31 12535319 core:RetainedEarningsAccumulatedLosses 2022-03-31 12535319 core:OtherResidualIntangibleAssets 2022-03-31 12535319 core:OtherResidualIntangibleAssets 2023-03-31 12535319 core:FurnitureFittings 2022-03-31 12535319 core:ComputerEquipment 2022-03-31 12535319 core:FurnitureFittings 2023-03-31 12535319 core:ComputerEquipment 2023-03-31 12535319 core:RemainingRelatedParties core:CurrentFinancialInstruments 2023-03-31 12535319 core:RemainingRelatedParties core:CurrentFinancialInstruments 2022-03-31 12535319 bus:OrdinaryShareClass1 2023-03-31 12535319 bus:OrdinaryShareClass2 2023-03-31 12535319 bus:PreferenceShareClass1 2023-03-31 12535319 2022-04-01 2023-03-31 12535319 bus:FullAccounts 2022-04-01 2023-03-31 12535319 bus:SmallEntities 2022-04-01 2023-03-31 12535319 bus:AuditExemptWithAccountantsReport 2022-04-01 2023-03-31 12535319 bus:PrivateLimitedCompanyLtd 2022-04-01 2023-03-31 12535319 bus:Director1 2022-04-01 2023-03-31 12535319 bus:Director2 2022-04-01 2023-03-31 12535319 bus:Director3 2022-04-01 2023-03-31 12535319 bus:Director4 2022-04-01 2023-03-31 12535319 bus:Director5 2022-04-01 2023-03-31 12535319 core:OtherResidualIntangibleAssets core:TopRangeValue 2022-04-01 2023-03-31 12535319 core:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-04-01 2023-03-31 12535319 core:FurnitureFittings core:TopRangeValue 2022-04-01 2023-03-31 12535319 core:ComputerEquipment core:TopRangeValue 2022-04-01 2023-03-31 12535319 2021-04-01 2022-03-31 12535319 core:OtherResidualIntangibleAssets 2022-04-01 2023-03-31 12535319 core:FurnitureFittings 2022-04-01 2023-03-31 12535319 core:ComputerEquipment 2022-04-01 2023-03-31 12535319 bus:OrdinaryShareClass1 2022-04-01 2023-03-31 12535319 bus:OrdinaryShareClass1 2021-04-01 2022-03-31 12535319 bus:OrdinaryShareClass2 2022-04-01 2023-03-31 12535319 bus:OrdinaryShareClass2 2021-04-01 2022-03-31 12535319 bus:PreferenceShareClass1 2022-04-01 2023-03-31 12535319 bus:PreferenceShareClass1 2021-04-01 2022-03-31 iso4217:GBP xbrli:pure xbrli:shares

Company No: 12535319 (England and Wales)

MINDSTONE LEARNING LIMITED

Unaudited Financial Statements
For the financial year ended 31 March 2023
Pages for filing with the registrar

MINDSTONE LEARNING LIMITED

Unaudited Financial Statements

For the financial year ended 31 March 2023

Contents

MINDSTONE LEARNING LIMITED

STATEMENT OF FINANCIAL POSITION

As at 31 March 2023
MINDSTONE LEARNING LIMITED

STATEMENT OF FINANCIAL POSITION (continued)

As at 31 March 2023
Note 2023 2022
£ £
Fixed assets
Intangible assets 3 2,693 3,078
Tangible assets 4 4,040 6,199
6,733 9,277
Current assets
Debtors 5 29,864 63,313
Cash at bank and in hand 929,790 1,473,614
959,654 1,536,927
Creditors: amounts falling due within one year 6 ( 172,998) ( 1,392,567)
Net current assets 786,656 144,360
Total assets less current liabilities 793,389 153,637
Net assets 793,389 153,637
Capital and reserves
Called-up share capital 7 1,307 1,172
Share premium account 3,516,777 1,549,766
Capital redemption reserve 36 0
Profit and loss account ( 2,724,731 ) ( 1,397,301 )
Total shareholders' funds 793,389 153,637

For the financial year ending 31 March 2023 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Mindstone Learning Limited (registered number: 12535319) were approved and authorised for issue by the Director on 10 November 2023. They were signed on its behalf by:

F Zysset
Director
MINDSTONE LEARNING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2023
MINDSTONE LEARNING LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 March 2023
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Mindstone Learning Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 190 High Holborn, London, WC1V 7BH, England, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

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.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

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

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

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

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.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets 10 years straight line
Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Fixtures and fittings 3 years straight line
Computer equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

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 creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either 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.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

2. Employees

2023 2022
Number Number
Monthly average number of persons employed by the Company during the year, including directors 6 6

3. Intangible assets

Other intangible assets Total
£ £
Cost
At 01 April 2022 3,848 3,848
At 31 March 2023 3,848 3,848
Accumulated amortisation
At 01 April 2022 770 770
Charge for the financial year 385 385
At 31 March 2023 1,155 1,155
Net book value
At 31 March 2023 2,693 2,693
At 31 March 2022 3,078 3,078

4. Tangible assets

Fixtures and fittings Computer equipment Total
£ £ £
Cost
At 01 April 2022 0 12,971 12,971
Additions 200 3,582 3,782
Disposals 0 ( 1,942) ( 1,942)
At 31 March 2023 200 14,611 14,811
Accumulated depreciation
At 01 April 2022 0 6,772 6,772
Charge for the financial year 40 5,518 5,558
Disposals 0 ( 1,559) ( 1,559)
At 31 March 2023 40 10,731 10,771
Net book value
At 31 March 2023 160 3,880 4,040
At 31 March 2022 0 6,199 6,199

5. Debtors

2023 2022
£ £
Prepayments 19,978 52,244
VAT recoverable 9,886 10,571
Other debtors 0 498
29,864 63,313

6. Creditors: amounts falling due within one year

2023 2022
£ £
Trade creditors 20,362 17,337
Amounts owed to related parties 4,413 3,700
Amounts owed to directors 0 63,200
Accruals 16,741 9,674
Taxation and social security 121,854 ( 112,171)
Other creditors 9,628 1,410,827
172,998 1,392,567

7. Called-up share capital

2023 2022
£ £
Allotted, called-up and fully-paid
919,065 Ordinary shares of £ 0.001 each (2022: 981,905 shares of £ 0.001 each) 919 982
56,775 Deferred ordinary shares of £ 0.001 each (2022: nil shares) 57 0
976 982
331,125 A Preferred preference shares of £ 0.001 each (2022: 190,426 shares of £ 0.001 each) 331 190
1,307 1,172

30,009 Ordinary shares were allotted with an aggregate nominal value of £30.009 and consideration of £346,700 was received. 36,074 Ordinary shares were re-purchased by the company at their aggregate nominal value of £36.074. 56,775 Ordinary shares were deferred at their nominal value of £56.775.

In the financial year 2023 class A Preferred shares were allotted with an aggregate nominal value of £140.699 and consideration of £1,620,482 was received.

8. Related party transactions

Transactions with the entity's directors

2023 2022
£ £
Joshua Wohle (JNW Consulting) 74,366 44,496
Melody Lang (MPA Education) 0 34,480

The company made the above payments to subcontractor companies controlled by its directors. A balance of £4,413 was owed to JNW Consulting Limited at the year end (2022 - £3,700) and is included in Creditors amounts falling due within one year. The loan is interest free and has no fixed date for repayment.