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REGISTERED NUMBER: 03237682 (England and Wales)















Strategic Report,

Report of the Directors and

Financial Statements

for the period

1 September 2022 to 31 December 2023

for

MINESOFT LTD

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Contents of the Financial Statements
for the period 1 September 2022 to 31 December 2023










Page

Company Information 1

Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


MINESOFT LTD

Company Information
for the period 1 September 2022 to 31 December 2023







Directors: K V Jaeger
M P Slaine
D Shea





Registered office: Shearwater House
The Green
Richmond
Surrey
TW9 1PX





Registered number: 03237682 (England and Wales)





Auditors: Cooper Parry Group Limited
Statutory Auditor
Aissela
46 High Street
Esher
Surrey
KT10 9QY

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Strategic Report
for the period 1 September 2022 to 31 December 2023


The directors present their strategic report for the period 1 September 2022 to 31 December 2023.

Review of the business
The Company forms part of the Maltese group, consisting of Maltese Holdco Limited, Maltese Midco Limited, Maltese Bidco 1 Limited, and Maltese Bidco 2 Limited. Minesoft Bidco 2 Limited purchased the entire share capital of the Minesoft group, consisting of Minesoft Limited and its two subsidiaries Minesoft GmbH and Minesoft LLC (together "Minesoft", or "the Group"), on 16 February 2022.

Following the purchase of the Minesoft group, growth investment was introduced by the new owners and from MLM 2 L.P., the ultimate controlling party and an information services and software platform. This growth investment is aimed at accelerating the development of new products and enhancing existing products with analytics, artificial intelligence, and machine learning, all of which have been undergoing significant development and enhancement since the acquisition. The Company finished the period with turnover of £24.35M, representing a 16 month period to align year end dates between entities in the Group.

The subscription base of the business grew through new business sales and price increases, with strong retention of existing customers. The Group continued to trade in the principal activity of developing patent information software and solutions, and related products, including databases and other services. Minesoft aims to provide innovators with intelligent patent information solutions, supporting a wide variety of leading companies and organisations in a diverse range of end-markets. The PatBase product continues to be the largest product by revenue and the Group continues to enhance and develop the product. The increased investment enabled the Group to release Minesoft Origin ("MO") in the second quarter of 2023. MO is the next generation search tool offering advanced AI patent search features, powerful analytics, and integrated workflows to connect innovators to insights.

Principal risks and uncertainties
The Company operates in a highly competitive, global market which is going through a period of rapid technological advancement. AI, large language models and machine learning are transforming the way customers interact and use patent data. The Company has exceptional research and development capabilities to innovate its products and remain a leading provider. MO provides enormous advances in technology and market leading capabilities. The integrity and security of Minesoft's platforms is essential. Cybersecurity threats, and data breaches represent a material risk to the business and the provision of its services. Minesoft implements robust security measures and is pursuing Cyber Essentials accreditation as well as investing in infrastructure to continue to provide best in class protection for its products.

Whilst inflation concerns have dissipated, interest rates have remained higher than in recent years. This may impact software budgets and delay purchasing decisions among potential clients. Geopolitical risks remain with the war between Ukraine and Russia continuing and further escalations in the Middle East. The Company has very few customers or financial dealings in these regions and accordingly the management does not anticipate any significant economic impact.

The wider Group has external debt financing denominated in Euros and the margin payable is determined in part by the prevailing Euro Interbank Offered Rate. Given the increase in inflation and consequential central bank actions to increase interest rates, debt financing costs have increased for the Group and will continue to increase if interest rates continue to rise. There have been no defaults or covenant breaches to date and cashflow projections illustrate there is sufficient cash to continue to service debt interest costs as they fall due. The Company and Group operate in three principal currencies: Euros, Dollars, and Pounds Sterling. The concentration of the Company and Group's operations is with European clients, and accordingly the Group has free-cashflows in Euros. Fluctuation in foreign currency exchange rates will impact the reported profitability of the Group in Pounds Sterling.

The Company and Group continues to review potential acquisition targets and is well funded to execute transactions which fit with the Group's strategic priorities and that represent value to its shareholders. From time to time, the Group may incur abortive costs associated with exploring other business investment and acquisition opportunities.

Development and performance
The Company and Group experienced growth overall, in the UK, internationally and in the Eurozone. The main markets for the Company and Group continue to be in advanced manufacturing nations with new business won globally with a particular focus on the US and Germany.

The launch of Minesoft Origin during 2023 was a key milestone for Minesoft and a major advancement in technology for the business. MO provides industry leading artificial intelligence making use of powerful Natural Language Processing to allow users to make better decisions in fast-moving markets. In addition, MO provides users with Smart Summaries to allow instant understanding of what patents cover, without needing to review the entire document.


MINESOFT LTD (REGISTERED NUMBER: 03237682)

Strategic Report
for the period 1 September 2022 to 31 December 2023

Financial key performance indicators
The Company and Group have achieved significant growth and the financial statements show revenue of £24.35M representing a 16 month period of the Group, compared to the previous 12 month period revenue of £16.76M.

The overall number of staff and distributors working in sales remains high and significant investment continues to be made to lay the foundation for increased sales. Net retention of existing clients remains robust at circa 98% as Minesoft continues to support companies and organisations globally with their innovation and research.
The Company overall realised net profits for the period of £2.34M. The Company and Group remain highly profitable from its operating activities, generating substantial cash surpluses that can be used to further fuel growth and accelerate new products. The overall costs of the Company and Group have been well managed given rising costs and inflation.

On behalf of the board:





K V Jaeger - Director


29 May 2024

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Report of the Directors
for the period 1 September 2022 to 31 December 2023


The directors present their report with the financial statements of the company for the period 1 September 2022 to 31 December 2023.

Principal activity
The principal activity of the company during the year was software development, distribution and consultancy.

Dividends
No dividends will be distributed for the period ended 31 December 2023.

Events since the end of the period
Information relating to events since the end of the period is given in the notes to the financial statements.

Directors
The directors shown below have held office during the whole of the period from 1 September 2022 to the date of this report.

K V Jaeger
M P Slaine

Other changes in directors holding office are as follows:

D Shea - appointed 21 February 2023

Qualifying third party indemnity provisions
Appropriate directors and officers liability insurance cover is in place in respect of all of company's directors.

Disclosure of information in the strategic report
The company has chosen in accordance with section 414C(11) of the Companies Act 2006(Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. This includes a review of the business and information on the principal risks and uncertainties faced by the company.

Statement of directors' responsibilities
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements 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's transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Report of the Directors
for the period 1 September 2022 to 31 December 2023


Auditors
The audit business of Haines Watts Kingston LLP was acquired by Cooper Parry Group Limited on 14 November 2023. Haines Watts Kingston LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

The auditors, Cooper Parry Group Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:





K V Jaeger - Director


29 May 2024

Report of the Independent Auditors to the Members of
Minesoft Ltd


Opinion
We have audited the financial statements of Minesoft Ltd (the 'company') for the period ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the period 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.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Minesoft Ltd


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Minesoft Ltd


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Paul Hodgett (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited
Statutory Auditor
Aissela
46 High Street
Esher
Surrey
KT10 9QY

29 May 2024

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Income Statement
for the period 1 September 2022 to 31 December 2023

Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
Notes £ £

Turnover 3 24,349,645 16,760,684

Cost of sales 11,400,747 6,749,655
Gross profit 12,948,898 10,011,029

Administrative expenses 10,636,022 13,104,422
Operating profit/(loss) 5 2,312,876 (3,093,393 )

Interest receivable and similar income 28,627 1,823
2,341,503 (3,091,570 )

Interest payable and similar expenses 7 - 41,097
Profit/(loss) before taxation 2,341,503 (3,132,667 )

Tax on profit/(loss) 8 291,183 358,944
Profit/(loss) for the financial period 2,050,320 (3,491,611 )

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Other Comprehensive Income
for the period 1 September 2022 to 31 December 2023

Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
Notes £ £

Profit/(loss) for the period 2,050,320 (3,491,611 )


Other comprehensive income - -
Total comprehensive income for the
period

2,050,320

(3,491,611

)

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Balance Sheet
31 December 2023

2023 2022
as restated
Notes £ £ £ £
Fixed assets
Intangible assets 10 105,627 83,082
Tangible assets 11 82,063 156,888
Investments 12 146,968 146,968
334,658 386,938

Current assets
Debtors 13 11,736,220 5,950,021
Cash at bank and in hand 3,364,236 6,011,785
15,100,456 11,961,806
Creditors
Amounts falling due within one year 14 11,917,647 10,881,597
Net current assets 3,182,809 1,080,209
Total assets less current liabilities 3,517,467 1,467,147

Provisions for liabilities 16 55,385 55,385
Net assets 3,462,082 1,411,762

Capital and reserves
Called up share capital 17 5,046 5,046
Share premium 18 93,980 93,980
Retained earnings 18 3,363,056 1,312,736
Shareholders' funds 3,462,082 1,411,762

The financial statements were approved by the Board of Directors and authorised for issue on 29 May 2024 and were signed on its behalf by:





K V Jaeger - Director


MINESOFT LTD (REGISTERED NUMBER: 03237682)

Statement of Changes in Equity
for the period 1 September 2022 to 31 December 2023

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 September 2021 4,978 4,804,347 57,746 4,867,071

Changes in equity
Issue of share capital 68 - 36,234 36,302
Total comprehensive income - (3,491,611 ) - (3,491,611 )
Balance at 31 August 2022 5,046 1,312,736 93,980 1,411,762

Changes in equity
Total comprehensive income - 2,050,320 - 2,050,320
Balance at 31 December 2023 5,046 3,363,056 93,980 3,462,082

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements
for the period 1 September 2022 to 31 December 2023


1. Statutory information

Minesoft Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. Accounting policies

Basis of preparing the financial statements
The company's functional and presentational currency is pounds sterling (£).

Basis of preparation - Going Concern

In determining the appropriate basis of preparation of the financial statement for the period ended 31 December 2023, the Directors are required to consider whether the Company and Group can continue in operational existence for the foreseeable future. The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken an updated assessment of the viability of the business model that the Company and Group has established. This assessment takes account of the Company's and Group's financial forecasts including the mitigating actions within the control of the Directors.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements
The financial statements contain information about Minesoft Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Maltese Holdco Limited, 5-7 Carlton Gardens, St James's, London, England, SW1Y 5AD.

The financial statements contain information about Minesoft Limited as an individual company and do not contain consolidated financial information as the parent of a group. The Directors feel that is appropriate not to prepare group consolidated financial statements on the grounds of materiality.

Key source of estimation, uncertainty and judgement
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

The directors' don't consider that there are any relevant key estimates and judgements used in the preparation of the financial statements.

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


2. Accounting policies - continued

Revenue
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue relating to the licencing of the company's patent database is recognised over the period of the contract for the provision of the service. This is a change in accounting policy, the impact of which has been described in Note 9.

Deferred income recognised within the balance sheet relates to invoices raised at the beginning of the service contract where there is a continuing obligation to provide the service over the remainder of the contract.

Revenue from professional services (consultancy and training) is recognised as the services are performed/ delivered.

Intangible assets
A proportion of the data expenditure incurred by the company is capitalised each year, on the basis that the expenditure will produce future economic benefits for the company. The capitalised expenditure is amortised over 3 years on a straight line basis.

Tangible fixed assets
All fixed assets are initially recorded at cost, including those costs that were directly attributable to bringing the asset into its working condition.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life:

Improvements to property - 20% on cost
Fixtures and fittings - 20% on cost
Computer equipment - 33% on cost

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Financial instruments
Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the 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.


MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


2. Accounting policies - continued
Deferred tax
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 period 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.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no future payment obligations.

The contributions are recognised as an expense in the profit or loss account 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 company in independently administered funds.

3. Turnover

The turnover and profit (2022 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
£ £
United Kingdom 1,894,047 1,816,502
Europe 14,883,253 9,986,873
North America 5,975,218 3,646,943
Rest of world 1,597,127 1,310,366
24,349,645 16,760,684

Turnover arises from:


December
2023

August
2022
as restated
££
Sale of software products and related services24,349,64516,760,684

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


4. Employees and directors
Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
£ £
Wages and salaries 4,016,320 2,330,169
Social security costs 468,631 253,682
Other pension costs 194,990 102,862
4,679,941 2,686,713

The average number of employees during the period was as follows:
Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated

Administration 21 19
Management 4 4
Research and development 14 11
39 34


5. Operating profit/(loss)

The operating profit (2022 - operating loss) is stated after charging/(crediting):

Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
£ £
Depreciation - owned assets 140,045 142,680
Computer software amortisation 136,001 54,679
Foreign exchange differences 240,310 (216,294 )

6. Auditors' remuneration

Fees payable to the company's auditors for the audit of the company's financial statements amount to £66,700 (2022: £50,000).

Fees payable to the company's auditors for other services amount to £120,000 (2022: £112,807).

7. Interest payable and similar expenses
Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
£ £
Loan - 41,097

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


8. Taxation

Analysis of the tax charge
The tax charge on the profit for the period was as follows:
Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
£ £
Current tax:
UK corporation tax 291,183 358,498

Deferred tax - 446
Tax on profit/(loss) 291,183 358,944

Reconciliation of total tax charge included in profit and loss
The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period
1/9/22
to Year ended
31/12/23 31/8/22
as restated
£ £
Profit/(loss) before tax 2,341,503 (3,132,667 )
Profit/(loss) multiplied by the standard rate of corporation tax in the UK of
25% (2022 - 19%)

585,376

(595,207

)

Effects of:
Expenses not deductible for tax purposes 36,807 1,347,916
Income not taxable for tax purposes - (23,538 )
Enhanced research and development relief - (90,552 )
Deferred tax - 446
Shared based payment transactions - (280,121 )
Group loss relief sacrificed to the company (251,974 ) -
Adjustment for the change in tax rates w.e.f 1 April 2023 (79,026 ) -
Total tax charge 291,183 358,944

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


9. Prior year adjustment

During the period the directors implemented a change of revenue recognition policy which was applied to all services supplied by the company.

Income from customer contracts were previously recognised in full on day one of the contract based on conditions within the contracts.

The directors believe however that in order to present income more accurately, income arising from customer contracts for the services provided should be recognised evenly throughout the contract period in which it is earned, therefore reflecting the life of each contract.

As a result of the revenue recognition policy change, the company has restated its prior period figures. The resulting impact in the prior period is as follows:

- Prepayments increased by £2,931,719
- Deferred income increased by £7,183,474

The overall net impact reduced the brought forward retained earnings by £4,251,755. The loss for the current period includes this adjustment as a result of the change in accounting policy.

10. Intangible fixed assets
Computer
software
£
Cost
At 1 September 2022 288,663
Additions 158,546
At 31 December 2023 447,209
Amortisation
At 1 September 2022 205,581
Amortisation for period 136,001
At 31 December 2023 341,582
Net book value
At 31 December 2023 105,627
At 31 August 2022 83,082

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


11. Tangible fixed assets
Fixtures
Improvements and Computer
to property fittings equipment Totals
£ £ £ £
Cost
At 1 September 2022 189,676 41,865 698,566 930,107
Additions - 8,247 56,973 65,220
At 31 December 2023 189,676 50,112 755,539 995,327
Depreciation
At 1 September 2022 113,804 36,332 623,083 773,219
Charge for period 50,576 4,923 84,546 140,045
At 31 December 2023 164,380 41,255 707,629 913,264
Net book value
At 31 December 2023 25,296 8,857 47,910 82,063
At 31 August 2022 75,872 5,533 75,483 156,888

12. Fixed asset investments
Shares in
group
undertakings
£
Cost
At 1 September 2022
and 31 December 2023 146,968
Net book value
At 31 December 2023 146,968
At 31 August 2022 146,968

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Minesoft GmbH
Registered office: Neuss, Germany
Nature of business: Development and operation of databases
%
Class of shares: holding
Ordinary 100.00

Minesoft LLC (f.k.a. Tempus IP LLC)
Registered office: USA
Nature of business: Development and operation of databases
%
Class of shares: holding
Ordinary 100.00

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


13. Debtors: amounts falling due within one year
2023 2022
as restated
£ £
Trade debtors 5,086,491 2,563,014
Amounts owed by group undertakings 3,386,340 -
Other debtors 7,440 6,000
VAT 311,422 232,818
Prepayments 2,944,527 3,148,189
11,736,220 5,950,021

14. Creditors: amounts falling due within one year
2023 2022
as restated
£ £
Trade creditors 1,559,227 1,143,471
Amounts owed to group undertakings 844,997 735,031
Tax (90,347 ) 271,021
Social security and other taxes 284,895 84,803
Other creditors (14,386 ) 42,523
Accruals and deferred income 9,333,261 8,604,748
11,917,647 10,881,597

15. Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
as restated
£ £
Within one year 224,679 274,700
Between one and five years 16,251 338,215
240,930 612,915

16. Provisions for liabilities
2023 2022
as restated
£ £
Deferred tax
Accelerated capital allowances - 54,939
Deferred tax 55,385 446
55,385 55,385

Deferred tax
£
Balance at 1 September 2022 55,385
Balance at 31 December 2023 55,385

MINESOFT LTD (REGISTERED NUMBER: 03237682)

Notes to the Financial Statements - continued
for the period 1 September 2022 to 31 December 2023


17. Called up share capital

Issued, called up and fully paid

2023 2022
No. £ No. £
Ordinary A shares of £0.10 each 42,500 4,250 42,500 4,250
Ordinary B shares of £0.10 each 750 75 750 75
Ordinary C shares of £0.10 each 5,000 500 5,000 500
Ordinary D shares of £0.10 each 1,000 100 1,000 100
Ordinary E shares of £0.10 each 1,200 120 1,200 120
50,450 5,045 50,450 5,045

Ordinary A shares have full voting rights and a right to receive dividends and capital distributions.

All other share classes have a right to receive dividends and capital distributions but do not entitle the holder to voting rights.

18. Reserves
Retained Share
earnings premium Totals
£ £ £

At 1 September 2022 1,312,736 93,980 1,406,716
Profit for the period 2,050,320 2,050,320
At 31 December 2023 3,363,056 93,980 3,457,036

19. Related party disclosures

As at 31 December 2023, Minesoft Limited owed Maltese Bidco 2 Limited, the immediate parent company, £1,834,482 (August 2022: £335,228) plus accrued interest of £41,097 (August 2022: £41,097).

The amounts due are subject to interest at a rate of 10%, and repayable on demand.

A parent company in the group took out a bank loan during the previous year. The bank loan is secured by a fixed and floating charge over the Minesoft group's present and future assets.

20. Post balance sheet events

Since the year-end the Company has identified and is due to complete on the purchase of a target business which is complimentary to the Company's existing activities.

The acquisition will be funded by the issuance of additional share capital, as capital injections from the existing shareholders on a proportionate basis, and supported by a third party bank loan.

21. Ultimate controlling party

The ultimate controlling party is considered to be Warburg Pincus LLC, an entity registered in the United States of America, on behalf of the limited partners which have invested in the funds managed by Warburg Pincus LLC.