Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

1	General information

The Company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Chapel Street
Warwick
Warwickshire
CV34 4HL
United Kingdom

Principal activity

The principal activity of the Company is support and sales to the group, who provide business and domestic software development.

These financial statements were authorised for issue by the Board on 6 August 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Going concern

The company is dependent on the support of its shareholders to continue as a going concern. Confirmation of this support has been provided and the directors consider it appropriate to prepare the accounts on a going concern basis.

Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Prior period errors

In the prior year the payroll costs relating to one of the directors was paid by another company within the Minna group. However, the payroll costs should have been paid by Minna Technologies Ltd.

The group company paid for the salary in error and, therefore, recharged the costs to Minna Technologies Ltd to correct this error, leading to a restatement of related party creditors.

Payroll expenditure and the corresponding payroll creditors for the prior year were restated. These remain unpaid as at 31 December 2024.

PAYE and employee national insurance contributions are due to be paid by the company on behalf of the director. These will be recovered from the director which had led to a restatement of other debtors.

Minna Technologies Ltd operates on a transfer pricing scheme which is linked to expenditure. Therefore, the restatement of the payroll expenditure has led to a restatement of transfer pricing income and amounts due from group companies.

Lastly, the restated profit and pension creditor required a restatement of the corporation tax creditor and corporation tax charge.

	Relating to the current period disclosed in these financial statements £	Relating to the prior period disclosed in these financial statements £	Relating to periods before the prior period disclosed in these financial statements £
Directors remuneration	-	288,000	-
Amounts due to parent	(273,176)	(273,176)	-
Foreign currency gains	-	(14,824)	-
Directors NIC (Employers)	-	39,352	-
Directors pension (Defined contributions)	-	17,240	-
Taxation and social security	(198,729)	(198,729)	-
Other debtors	142,137	142,137	-
Transfer pricing income	-	(339,661)	-
Amounts due from parent	339,661	339,661	-
Retained earnings	4,523	-	-
Corporation tax charge	-	5,370	-
Corporation tax creditor	(5,370)	(5,370)	-

Page 4

Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Turnover recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The Company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the Company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Office equipment	33% straight line

Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Financial instruments

Classification
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 to/from related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
 

Debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

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 company's parent undertaking. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of 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 Monte Carlo Simulation. 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.

3	Significant judgements and key sources of estimation uncertainty

Judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Director's opinion there are no significant judgements or key sources of estimation uncertainty.

4	Summary audit opinion

Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 6 August 2025 was David Wheeler, who signed for and on behalf of Bourner Bullock.

5	Staff numbers

The average number of persons employed by the Company (including directors) during the year, was 11 (2023 - 11).

Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

6	Tangible assets

	Office equipment £	Total £
Cost or valuation
At 1 January 2024	11,111	11,111
Additions	2,046	2,046
At 31 December 2024	13,157	13,157
Depreciation
At 1 January 2024	4,996	4,996
Charge for the year	4,009	4,009
At 31 December 2024	9,005	9,005
Carrying amount
At 31 December 2024	4,152	4,152
At 31 December 2023	6,115	6,115

7

Debtors

	Note	2024 £	(As restated) 2023 £
Amounts owed by Group undertakings and undertakings in which the Company has a participating interest		281,344	395,265
Prepayments		13,558	7,768
Other debtors		187,103	164,281
		482,005	567,314

Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

8

Creditors

Creditors: amounts falling due within one year

	Note	2024 £	(As restated) 2023 £
Due within one year
Trade creditors		14,311	17,991
Amounts owed to Group undertakings and undertakings in which the Company has a participating interest		117,712	273,176
Taxation and social security		231,178	266,023
Accruals and deferred income		35,639	5,189
		398,840	562,379

9	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary shares of £1 each	1	1	1	1

Minna Technologies Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

10	Share-based payments

Enterprise Management Incentive Scheme

Scheme details and movements

Minna Technologies AB (the parent company of Minna Technologies Ltd) operates an equity-settled option scheme for employees of the group. The options that were issued under the plan had a vesting period of 4 years with a one year cliff. No active options remain as at 31 December 2024.

Fair value of the equity instruments at grant date was calculated using the Monte Carlo Simulation. The total fair value was expensed on a straight line basis over the vesting period. During the year some of the options were cancelled and the expense relating to these cancelled options has been transferred from other reserves to retained earnings. All remaining share options granted in prior years and during 2024 vested during the year and the share option reserve was fully transferred to retained earnings.
 

11

Dividends

		2024		2023
		£		£
Final dividend of £Nil (2023 - £Nil) per ordinary share		-		-

12	Relationship between entity and parents

The parent of the smallest group in which these financial statements are consolidated is Minna Technologies AB, incorporated in Sweden.

The address of Minna Technologies AB is:
Kungsgatan 20,411 19 Göteborg, Sweden