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Registered number: 12642197
Mintus Group Limited
Strategic Report, Directors' Report and
Financial Statements
For The Year Ended 30 June 2024
Financial Statements
Contents
Page
Strategic Report 1
Directors' Report 2
Independent Auditor's Report 3—4
Consolidated Profit and Loss Account 5
Consolidated Statement of Comprehensive Income 6
Consolidated Balance Sheet 7
Company Balance Sheet 8
Consolidated Statement of Changes in Equity 9
Company Statement of Changes in Equity 10
Consolidated Statement of Cash Flows 11
Notes to the Consolidated Statement of Cash Flows 12
Company Statement of Cash Flows 13
Notes to the Company Statement of Cash Flows 14
Notes to the Financial Statements 15—22
Page 1
Strategic Report
The directors present their strategic report for the year ended 30 June 2024.
Principal Activity
The group's principal activity of the company is to develop, launch and manage investment solutions relating to high-value, real assets and to develop the technology enabling the delivery of such activities.
Review of the Business
Since its inception, the Company has successfully developed and launched the mintus.com investment platform which is started with high-value contemporary art assets and now adding other asset classes such as real estate, targeting professional investors. Since the launch of the platform in April 2022, the Company has further developed its investment offering through the introduction of global investment structures suitable for institutional investors and also providing its technology to other regulated institutions as a white label solution. 
As a post balance sheet event, the Company completed the fundraising into its first two art funds in August 2024 and the Company started generating revenues. 
Principal Risks and Uncertainties
The new Investment Firm Prudential Regime introduces an internal capital and risk assessment (ICARA) process for both small and non-interconnected investment firms (SNI firms) and non-SNI firms. The Financial Conduct Authority (FCA) has highlighted that the introduction of this new regime is an opportunity to re-establish the expectations for firms' internal governance and risk management that reflects and builds upon the framework previously established in FCA guidance. 
The intention is that the ICARA process will be the centerpiece of MIFID investment firms' risk management processes. The process will incorporate business model assessment, forecasting and stress testing, recovery planning and wind-down planning. The new regime also introduces the Overall Financial Adequacy Rule (OFAR), which establishes the standard the FCA will apply to determine if an FCA investment firm has adequate financial resources. 
The FCA has highlighted that the ICARA process is a continuing risk management process within the firm, although a formal ICARA review will usually only be required annually or immediately following a material change in the firm's business or operating model. This involves management reviewing and identifying the business risks which we are exposed to, and mitigating these by allocating risk capital to prevent any of these becoming systemic to the business. We have identified the following risk factors: 
Market Risk: The company does not trade its own balance sheet and therefore has no direct market risk. Volatility in the financial markets or specifically in the contemporary art market may impact assets under management, which may result in lower revenues.
Liquidity Risk: The company has sufficient resources to cover any short-term cash flow imbalances.
General Risk: The Directors are responsible for the day-to-day oversight of the operations of the business and believe that robust systems and controls are in place to identify and mitigate additional risks.
Financial key performance indicators 
The Directors believe that the KPI of the company is growth in Assets Under Management (“AUM”). The performance of the underlying funds is the main focus of the business, which ultimately will drive growth in AUM and future revenues. 
Other key performance indicators 
The key non-financial performance indicators, which support the objective of increasing AUM which come in as direct investment from financial institutions and family offices. The company also started to generate Platform as a Service (PaaS) revenues via offering of its white label solutions. 
Directors' statement of compliance with duty to promote the success of the Group 
The Directors understand and are confident of their compliance with the matters set out in section 172(1) of the Companies Act 2006. They act in a way they consider, in good faith, to be most likely to promote the success of the Company for the benefit of its members as a whole.
On behalf of the board
Mr Tamer Ozmen
Director
10/12/2024
Page 1
Page 2
Directors' Report
The directors present their report and the financial statements for the year ended 30 June 2024.
Future Developments
The Group will continue to develop, launch and manage investment solutions relating to high value, real assets and to develop the technology relating to such activity.
Directors
The directors who held office during the year were as follows:
Mr Daglar Cizmeci
Mr Christopher Kaladeen
Mr Tamer Ozmen
Mr Maarten Slendebroek
Statement of Engagement with Suppliers, Customers and Others in a Business Relationship with the Group
The Board is committed to building trusted partnerships with our suppliers, customers and other stakeholders in the business. The Group maintains various key supplier relationships to ensure the smooth running of our business.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, 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.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved:
  • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent Auditors
The auditors, Windsor Audit Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board
Mr Tamer Ozmen
Director
10/12/2024
Page 2
Page 3
Independent Auditor's Report
Opinion
We have audited the financial statements of Mintus Group Limited for the year ended 30 June 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:
  • give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit/(loss) 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.
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 Auditor's 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 entity's ability to continue as a going concern for a period of at least 12 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 other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
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 Directors' Report.
We have nothing to report in respect of the following matters in relation to which 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 or 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.
Page 3
Page 4
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 is 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.
Auditor's 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 an auditor's report 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 
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 identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities; 
• performed audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness and reviewing accounting estimates for bias;
• undertaken appropriate sample based testing of bank transactions; 
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any instances of non-compliance;
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 www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 that we are required to state to them in an auditor's report 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.
Daniel Mould ACCA (Senior Statutory Auditor)
for and on behalf of Windsor Audit Limited , Statutory Auditor
16/12/2024
Windsor Audit Limited
65 Compton Street
London
EC1V 0BN
Page 4
Page 5
Consolidated Profit and Loss Account
2024 2023
Notes £ £
TURNOVER 3 23,716 -
GROSS PROFIT 23,716 -
Administrative expenses (1,391,530 ) (2,906,494 )
OPERATING LOSS 4 (1,367,814 ) (2,906,494 )
Other interest receivable and similar income 10 - 1,473
Interest payable and similar charges 11 (538 ) 230
LOSS BEFORE TAXATION (1,368,352 ) (2,904,791 )
Tax on Loss 12 - 77,478
LOSS AFTER TAXATION BEING LOSS FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT (1,368,352 ) (2,827,313 )
The notes on pages 12 to 22 form part of these financial statements.
Page 5
Page 6
Consolidated Statement of Comprehensive Income
2024 2023
£ £
LOSS FOR THE FINANCIAL YEAR (1,368,352 ) (2,827,313 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT (1,368,352 ) (2,827,313 )
Page 6
Page 7
Consolidated Balance Sheet
Registered number: 12642197
2024 2023
Notes £ £ £ £
FIXED ASSETS
Tangible Assets 13 19,043 26,967
19,043 26,967
CURRENT ASSETS
Debtors 15 139,919 277,893
Cash at bank and in hand 358,365 330,630
498,284 608,523
Creditors: Amounts Falling Due Within One Year 16 (50,971 ) (284,090 )
NET CURRENT ASSETS (LIABILITIES) 447,313 324,433
TOTAL ASSETS LESS CURRENT LIABILITIES 466,356 351,400
NET ASSETS 466,356 351,400
CAPITAL AND RESERVES
Called up share capital 17 13,773 12,670
Share premium account 6,533,760 5,073,464
Other reserves 234,472 212,563
Profit and Loss Account (6,315,649 ) (4,947,297 )
SHAREHOLDERS' FUNDS 466,356 351,400
On behalf of the board
Mr Tamer Ozmen
Director
10/12/2024
The notes on pages 12 to 22 form part of these financial statements.
Page 7
Page 8
Company Balance Sheet
Registered number: 12642197
2024 2023
Notes £ £ £ £
FIXED ASSETS
Investments 14 3,500,000 3,500,000
3,500,000 3,500,000
CURRENT ASSETS
Debtors 15 39,196 63,822
Cash at bank and in hand 7,006 237,417
46,202 301,239
Creditors: Amounts Falling Due Within One Year 16 (77,678 ) (1,078,394 )
NET CURRENT ASSETS (LIABILITIES) (31,476 ) (777,155 )
TOTAL ASSETS LESS CURRENT LIABILITIES 3,468,524 2,722,845
NET ASSETS 3,468,524 2,722,845
CAPITAL AND RESERVES
Called up share capital 17 13,773 12,670
Share premium account 6,533,761 5,073,464
Other reserves 234,472 212,563
Profit and Loss Account (3,313,482 ) (2,575,852 )
SHAREHOLDERS' FUNDS 3,468,524 2,722,845
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 £(737,630 ) (2023: £(1,188,373 ) loss).
On behalf of the board
Mr Tamer Ozmen
Director
10/12/2024
The notes on pages 12 to 22 form part of these financial statements.
Page 8
Page 9
Consolidated Statement of Changes in Equity
Share Capital Share Premium Other reserves Profit and Loss Account Total
£ £ £ £ £
As at 1 July 2022 12,468 4,948,666 167,282 (2,119,984 ) 3,008,432
Loss for the year and total comprehensive income - - - (2,827,313 ) (2,827,313)
Arising on shares issued during the period 202 124,798 - - 125,000
Movements in other reserves - - 45,281 - 45,281
As at 30 June 2023 and 1 July 2023 12,670 5,073,464 212,563 (4,947,297 ) 351,400
Loss for the year and total comprehensive income - - - (1,368,352 ) (1,368,352)
Arising on shares issued during the period 1,103 1,460,296 - - 1,461,399
Movements in other reserves - - 21,909 - 21,909
As at 30 June 2024 13,773 6,533,760 234,472 (6,315,649 ) 466,356
Page 9
Page 10
Company Statement of Changes in Equity
Share Capital Share Premium Other reserves Profit and Loss Account Total
£ £ £ £ £
As at 1 July 2022 12,468 4,948,666 167,282 (1,387,479 ) 3,740,937
Loss for the year and total comprehensive income - - - (1,188,373 ) (1,188,373)
Arising on shares issued during the period 202 124,798 - - 125,000
Movements in other reserves - - 45,281 - 45,281
As at 30 June 2023 and 1 July 2023 12,670 5,073,464 212,563 (2,575,852 ) 2,722,845
Loss for the year and total comprehensive income - - - (737,630 ) (737,630)
Arising on shares issued during the period 1,103 1,460,297 - - 1,461,400
Movements in other reserves - - 21,909 - 21,909
As at 30 June 2024 13,773 6,533,761 234,472 (3,313,482 ) 3,468,524
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Consolidated Statement of Cash Flows
2024 2023
Notes £ £
Cash flows from operating activities
Net cash used in operations 1 (1,344,898 ) (3,024,754 )
Interest (paid)/refunded (538 ) 230
Tax refunded 57,478 147,774
Share based payment transactions 21,909 45,281
Net cash used in operating activities (1,266,049 ) (2,831,469 )
Cash flows from investing activities
Purchase of tangible assets (1,333 ) (22,216 )
Interest received - 1,473
Net cash used in investing activities (1,333 ) (20,743 )
Cash flows from financing activities
Proceeds from issue of share capital 1,461,201 125,000
Proceeds from new other loans - 156,114
Repayment of other loans (156,114) -
Amount withdrawn by directors (9,970) (165,000)
Net cash generated from financing activities 1,295,117 116,114
Increase/(decrease) in cash and cash equivalents 27,735 (2,736,098 )
Cash and cash equivalents at beginning of year 2 330,630 3,066,728
Cash and cash equivalents at end of year 2 358,365 330,630
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Notes to the Consolidated Statement of Cash Flows
1. Reconciliation of loss for the financial year to cash used in operations
2024 2023
£ £
Loss for the financial year (1,368,352 ) (2,827,313 )
Adjustments for:
Tax on loss - (77,478 )
Interest expense 538 (230 )
Interest income - (1,473 )
Depreciation of tangible assets 9,257 5,912
Movements in working capital:
Decrease/(increase) in trade and other debtors 90,874 (110,520 )
Decrease in trade and other creditors (77,215 ) (13,652 )
Net cash used in operations (1,344,898 ) (3,024,754 )
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
2024 2023
£ £
Cash at bank and in hand 358,365 330,630
3. Analysis of changes in net funds
As at 1 July 2023 Cash flows As at 30 June 2024
£ £ £
Cash at bank and in hand 330,630 27,735 358,365
Debts falling due within one year (156,114 ) 156,114 -
174,516 183,849 358,365
Page 12
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Company Statement of Cash Flows
2024 2023
Notes £ £
Cash flows from operating activities
Net cash used in operations 1 (1,557,390 ) (548,694 )
Interest paid (19 ) -
Tax refunded - 93,151
Share based payment transactions 21,909 45,281
Net cash used in operating activities (1,535,500 ) (410,262 )
Cash flows from investing activities
Purchase of investment in subsidiary undertaking - (2,500,000 )
Interest received - 1,473
Net cash used in investing activities - (2,498,527 )
Cash flows from financing activities
Proceeds from issue of share capital 1,461,203 125,000
Proceeds from new other loans - 156,114
Repayment of other loans (156,114) -
Amount withdrawn by directors - (165,000)
Net cash generated from financing activities 1,305,089 116,114
Decrease in cash and cash equivalents (230,411 ) (2,792,675 )
Cash and cash equivalents at beginning of year 2 237,417 3,030,092
Cash and cash equivalents at end of year 2 7,006 237,417
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Notes to the Company Statement of Cash Flows
1. Reconciliation of loss for the financial year to cash used in operations
2024 2023
£ £
Loss for the financial year (737,630 ) (1,188,373 )
Adjustments for:
Tax on loss - (20,000 )
Interest expense 19 -
Interest income - (1,473 )
Movements in working capital:
Decrease/(increase) in trade and other debtors 24,823 (35,011 )
(Decrease)/increase in trade and other creditors (844,602 ) 696,163
Net cash used in operations (1,557,390 ) (548,694 )
2. Cash and cash equivalents
Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:
2024 2023
£ £
Cash at bank and in hand 7,006 237,417
3. Analysis of changes in net funds
As at 1 July 2023 Cash flows As at 30 June 2024
£ £ £
Cash at bank and in hand 237,417 (230,411) 7,006
Debts falling due within one year (156,114 ) 156,114 -
81,303 (74,297) 7,006
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Notes to the Financial Statements
1. General Information
Mintus Group Limited is a private company, limited by shares, incorporated in England & Wales, registered number 12642197 . The registered office is 65 Compton Street, London, EC1V 0BN.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2. Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 30 June 2024.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
2.3. Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
2.4. 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.
Rendering of services
Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.
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2.5. Tangible Fixed Assets and Depreciation
Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:
Office Equipment 20% reducing balance method
Computer Equipment 3 years straight line method
2.6. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.7. Financial Instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial assets or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised costs, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
2.8. Foreign Currencies
Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.
2.9. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current or deferred tax for the year is recognised in profit or loss, except when they related to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax is also recognised in other comprehensive income or directly in equity respectively.
2.10. Share Based Payments
The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of the equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (normal value) and share premium when the options are exercised.
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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.
4. Operating Loss
The operating loss is stated after charging:
2024 2023
£ £
Bad debts 106,591 -
Depreciation of tangible fixed assets 9,257 5,912
5. Auditor's Remuneration
Remuneration received by the company's auditors and their associates during the year was as follows:
2024 2023
£ £
Audit Services
Audit of the company's financial statements 8,400 8,000
6. Staff Costs
Staff costs, including directors' remuneration, were as follows:
Group Company
2024 2023 2024 2023
£ £ £ £
Wages and salaries 185,726 768,432 92,863 384,217
Social security costs 21,261 98,379 10,630 49,189
Other pension costs 1,588 9,910 794 4,955
208,575 876,721 104,287 438,361
7. Average Number of Employees
Average number of employees, including directors, during the year was as follows:
Group Company
2024 2023 2024 2023
Office and administration - - 3 11
3 11 3 11
8. Directors' remuneration
2024 2023
£ £
Emoluments 141,250 88,333
141,250 88,333
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9. Share-Based Payments
Scheme details and movements
Mintus Group Limited operates a share option scheme for all employees of the company. The Black Scholes option pricing model is used to determine the fair value of the stock options. The company granted 40,000 equity settled options during the year ended 30 June 2021, vesting over a 4 year period.
The number and weighted average exercise prices of share options were as follows:
Weighted
average
exercise
price
(pence)
2024

Number
2024

Weighted
average
exercise
price
(pence)
2023

Number
2023

Outstanding at the beginning of the year
0.01
40,000
0.01
40,000
Granted during the period
-
-
image
image
image
image
Outstanding at the end of the year
0.01
image
40,000
image
0.01
image
40,000
image
 The company used the following valuation assumptions to estimate the fair value of options granted during the year ended 30 June 2024:
2024
2023
Weighted average share price (pence)
0.01
0.01
Exercise price (pence)
0.01
0.01
Weighted average contractual life (days)
1460
1460
Expected volatility
37
37
Expected dividend growth rate
0%
0%
Risk-free interest rate
-0.36%
-0.09%
The total expense recognised for the period from share-based payments was £21,909 (2023: £45,281).
2024
2023
image
image
Equity-settled schemes
21,909
image
45,281
image
10. Interest Receivable and Similar Income
2024 2023
£ £
Bank interest receivable - 1,473
- 1,473
11. Interest Payable and Similar Charges
2024 2023
£ £
Foreign exchange charges 538 (230 )
538 (230)
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12. Tax on Profit
The tax credit on the loss for the year was as follows:
2024 2023
£ £
Current tax
UK Corporation Tax - (77,478 )
Total tax charge for the period - (77,478 )
The actual credit for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:
2024 2023
£ £
Profit before tax (1,368,352) (2,904,791)
Tax on profit at 0% (UK standard rate) - -
Total tax charge for the period - -
13. Tangible Assets
Group
Office Equipment Computer Equipment Total
£ £ £
Cost
As at 1 July 2023 12,358 22,216 34,574
Additions - 1,333 1,333
As at 30 June 2024 12,358 23,549 35,907
Depreciation
As at 1 July 2023 4,015 3,592 7,607
Provided during the period 1,669 7,588 9,257
As at 30 June 2024 5,684 11,180 16,864
Net Book Value
As at 30 June 2024 6,674 12,369 19,043
As at 1 July 2023 8,343 18,624 26,967
Company
The company had no tangible fixed assets as at 30 June 2024 or 30 June 2023.
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14. Investments
Company
Subsidiaries
£
Cost
As at 1 July 2023 3,500,000
As at 30 June 2024 3,500,000
Provision
As at 1 July 2023 -
As at 30 June 2024 -
Net Book Value
As at 30 June 2024 3,500,000
As at 1 July 2023 3,500,000
Subsidiaries
Details of the company's subsidiaries as at 30 June 2024 are as follows:
Name of undertaking Registered Office Class of shares held Direct holding Indirect holding
Mintus Trading Limited 65 Compton Street, London, EC1V 0BN Ordinary 100.00% -
Mintus International Limited 65 Compton Street, London, EC1V 0BN Ordinary 100.00% -
Arts International Ltd 65 Compton Street, London, EC1V 0BN Ordinary 100.00% -
The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:
Capital and Reserves Profit/(loss)
£ £
Mintus Trading Limited 527,810 (600,747 )
Mintus International Limited (28,401 ) (28,402 )
Arts International Ltd 1 -
Under section 479C of the Companies Act 2006, Mintus Group Limited , registration number 12642197 , being the parent undertaking has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from audit under section 479A of the Companies Act 2006 in respect of the year ended 30 June 2024:
Name of undertaking Registered Number
Mintus International Limited 13843446
Arts International Limited has not been consolidated into the group financial statements as it was dormant during the year ended 30 June 2024. The company is exempt from the requirements of the Companies Act 2006 relating to the audit of its individual accounts by virtue of section 479A. 
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15. Debtors
Group Company
2024 2023 2024 2023
£ £ £ £
Due within one year
Prepayments and accrued income 2,156 150 - -
Other debtors - 18,913 - 18,914
Corporation tax recoverable assets 20,000 77,478 20,000 20,000
VAT 25,823 34,052 10,188 16,097
Net wages 180 - - -
Directors' loan accounts 10,000 - - -
Called up share capital not paid 9,009 8,811 9,008 8,811
Amounts owed by group undertakings - 98,591 - -
Amounts owed by other participating interests 72,751 39,898 - -
139,919 277,893 39,196 63,822
16. Creditors: Amounts Falling Due Within One Year
Group Company
2024 2023 2024 2023
£ £ £ £
Trade creditors 38,013 84,605 12,552 39,161
Other loans - 156,114 - 156,114
Other taxes and social security 386 1,258 - -
Net wages - 2,756 - -
Other creditors 1 - - -
Accruals and deferred income 12,541 39,357 5,904 7,625
Directors' loan accounts 30 - - -
Amounts owed to group undertakings - - 55,269 875,494
Amounts owed to related parties - - 3,953 -
50,971 284,090 77,678 1,078,394
17. Share Capital
2024 2023
Allotted, called up but not fully paid £ £
1,296,846 Ordinary Shares of £ 0.01 each 12,968 11,865
75,000 Ordinary A shares of £ 0.01 each 750 750
5,500 Ordinary B shares of £ 0.01 each 55 55
13,773 12,670
Shares issued during the period: £
110,300 Ordinary Shares of £ 0.01 each 1,103
18. Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year the charge to profit or loss in respect of defined contribution schemes was £1,588 (2023: £9,910).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
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19. Reserves
Company
Share Premium Account
Share premium reserve is the amount subscribed for share capital in excess of the nominal value.
Share Option Reserve
Share option reserve is the fair value of key personanel equity (directors & shareholder) settled share option.
Profit and Loss Account
These are cumulative net losses.
20. Related Party Disclosures
The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.
Mintus Art Fund SPC
During the year the group transfered £28,970 to Mintus Art fund SPC, a company in corporated in Grand Cayman and under management by Mintus Trading Limited. As at balalce sheet date, the amount of £48,281 (2023: £23,264) is due from Mintus Art Fund SPC.
Mintus Art Portfolio Limited
During the year the group transfered £7,836 to Mintus Art Portfolio Limited, a company in corporated in Grand Cayman and under management by Mintus Trading Limited. As at balalce sheet date, the amount of £24,470 (2023: £16,634) is due from Mintus Art Portfolio Limited.
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