Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312024-12-312024-12-312024-01-01falsefalsetrueNo description of principal activity00false 09882159 2024-01-01 2024-12-31 09882159 2023-01-01 2023-12-31 09882159 2024-12-31 09882159 2023-12-31 09882159 2023-01-01 09882159 2 2024-01-01 2024-12-31 09882159 2 2023-01-01 2023-12-31 09882159 d:Director2 2024-01-01 2024-12-31 09882159 d:Director3 2024-01-01 2024-12-31 09882159 d:Director3 2024-12-31 09882159 d:Director4 2024-01-01 2024-12-31 09882159 d:Director5 2024-01-01 2024-12-31 09882159 d:Director8 2024-01-01 2024-12-31 09882159 d:Director9 2024-01-01 2024-12-31 09882159 d:Director11 2024-01-01 2024-12-31 09882159 d:Director12 2024-01-01 2024-12-31 09882159 d:Director12 2024-12-31 09882159 d:Director14 2024-01-01 2024-12-31 09882159 d:Director14 2024-12-31 09882159 d:RegisteredOffice 2024-01-01 2024-12-31 09882159 e:FurnitureFittings 2024-01-01 2024-12-31 09882159 e:OfficeEquipment 2024-01-01 2024-12-31 09882159 e:CurrentFinancialInstruments 2024-12-31 09882159 e:CurrentFinancialInstruments 2023-12-31 09882159 e:CurrentFinancialInstruments e:WithinOneYear 2024-12-31 09882159 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 09882159 e:ShareCapital 2024-01-01 2024-12-31 09882159 e:ShareCapital 2024-12-31 09882159 e:ShareCapital 2023-01-01 2023-12-31 09882159 e:ShareCapital 2023-12-31 09882159 e:ShareCapital 2023-01-01 09882159 e:SharePremium 2024-01-01 2024-12-31 09882159 e:SharePremium 2024-12-31 09882159 e:SharePremium 2 2024-01-01 2024-12-31 09882159 e:SharePremium 2023-01-01 2023-12-31 09882159 e:SharePremium 2023-12-31 09882159 e:SharePremium 2023-01-01 09882159 e:SharePremium 2 2023-01-01 2023-12-31 09882159 e:ForeignCurrencyTranslationReserve 2024-01-01 2024-12-31 09882159 e:OtherMiscellaneousReserve 2024-01-01 2024-12-31 09882159 e:OtherMiscellaneousReserve 2024-12-31 09882159 e:OtherMiscellaneousReserve 2 2024-01-01 2024-12-31 09882159 e:OtherMiscellaneousReserve 2023-01-01 2023-12-31 09882159 e:OtherMiscellaneousReserve 2023-12-31 09882159 e:OtherMiscellaneousReserve 2023-01-01 09882159 e:OtherMiscellaneousReserve 2 2023-01-01 2023-12-31 09882159 e:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 09882159 e:RetainedEarningsAccumulatedLosses 2024-12-31 09882159 e:RetainedEarningsAccumulatedLosses 2 2024-01-01 2024-12-31 09882159 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09882159 e:RetainedEarningsAccumulatedLosses 2023-12-31 09882159 e:RetainedEarningsAccumulatedLosses 2023-01-01 09882159 e:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 09882159 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-12-31 09882159 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-12-31 09882159 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:UnlistedNon-exchangeTraded 2024-12-31 09882159 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:UnlistedNon-exchangeTraded 2023-12-31 09882159 d:OrdinaryShareClass1 2024-01-01 2024-12-31 09882159 d:OrdinaryShareClass1 2024-12-31 09882159 d:OrdinaryShareClass1 2023-12-31 09882159 d:OrdinaryShareClass2 2024-01-01 2024-12-31 09882159 d:OrdinaryShareClass2 2024-12-31 09882159 d:OrdinaryShareClass2 2023-12-31 09882159 d:FRS102 2024-01-01 2024-12-31 09882159 d:Audited 2024-01-01 2024-12-31 09882159 d:FullAccounts 2024-01-01 2024-12-31 09882159 d:PrivateLimitedCompanyLtd 2024-01-01 2024-12-31 09882159 e:Subsidiary1 2024-01-01 2024-12-31 09882159 e:Subsidiary1 1 2024-01-01 2024-12-31 09882159 d:Consolidated 2024-12-31 09882159 d:ConsolidatedGroupCompanyAccounts 2024-01-01 2024-12-31 09882159 2 2024-01-01 2024-12-31 09882159 6 2024-01-01 2024-12-31 09882159 e:ShareCapital 2 2024-01-01 2024-12-31 09882159 e:ShareCapital 2 2023-01-01 2023-12-31 09882159 3 2024-12-31 09882159 3 2023-12-31 09882159 f:PoundSterling 2024-01-01 2024-12-31 09882159 e:RetainedEarningsAccumulatedLosses e:PreviouslyStatedAmount 2023-12-31 09882159 e:RetainedEarningsAccumulatedLosses e:PreviouslyStatedAmount 2023-01-01 09882159 e:PreviouslyStatedAmount 2023-12-31 09882159 e:PreviouslyStatedAmount 2023-01-01 09882159 e:PriorPeriodErrorIncreaseDecrease 2023-12-31 09882159 e:PriorPeriodErrorIncreaseDecrease 2023-01-01 09882159 e:SharePremium e:PriorPeriodErrorIncreaseDecrease 2023-12-31 09882159 e:SharePremium e:PriorPeriodErrorIncreaseDecrease 2023-01-01 09882159 e:OtherMiscellaneousReserve e:PriorPeriodErrorIncreaseDecrease 2023-12-31 09882159 e:OtherMiscellaneousReserve e:PriorPeriodErrorIncreaseDecrease 2023-01-01 09882159 e:RetainedEarningsAccumulatedLosses e:PriorPeriodErrorIncreaseDecrease 2023-12-31 09882159 e:RetainedEarningsAccumulatedLosses e:PriorPeriodErrorIncreaseDecrease 2023-01-01 09882159 e:ShareCapital e:PriorPeriodErrorIncreaseDecrease 2023-12-31 09882159 e:ShareCapital e:PriorPeriodErrorIncreaseDecrease 2023-01-01 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 09882159










MIND FOUNDRY LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024



 
MIND FOUNDRY LIMITED
 

COMPANY INFORMATION


Directors
M Osborne 
B Mullins (resigned 28 February 2025)
S Roberts 
Parkwalk Advisors Limited 
S Drinkwater 
O Mahony 
Y Imaizumi 
J Okochi (appointed 7 October 2024)
S Churchhouse (resigned 7 October 2024)




Registered number
09882159



Registered office
9400 Garsington Road
Oxford Business Park

Oxford

OX4 2HN




Independent auditor
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

201 Cumnor Hill

Cumnor

Oxford

Oxfordshire

OX2 9PJ





 
MIND FOUNDRY LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditor's Report
 
5 - 7
Consolidated Statement of Comprehensive Income
 
8
Consolidated Balance Sheet
 
9
Company Balance Sheet
 
10
Consolidated Statement of Changes in Equity
 
11
Company Statement of Changes in Equity
 
12
Consolidated Statement of Cash Flows
 
13
Consolidated Analysis of Net Debt
 
14
Notes to the Financial Statements
 
15 - 31


 
MIND FOUNDRY LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
Mind Foundry is a leading UK AI company specializing in AI for High-Stakes problems. We develop, market, and support our innovative software platform and currently target principally the needs of insurers and defence customers. During 2024, we continued to focus on these customers, achieving significant progress in contract size and customer diversity.
This strategic report provides a high-level overview of the Company's performance and future outlook. For a more detailed analysis please refer to the Financial Statements section of this report. 

Business review
 
The impact of AI on the business is top of the agenda for the CEOs and boards of large companies around the world. Mind Foundry's product offering, with its focus on accuracy and explainability in ‘High Stakes’ problems, governance, and total cost of ownership ensures that we are a part of these conversations. The backdrop for large contracts and deployments is favourable as a result of this. However, given the extensive publicity surrounding AI, significant amounts of client education and expectation management is sometimes necessary, which can slow deal cycles.
In the last 12 months we have built out our sales teams and are starting to see the impact in our revenues. We have diversified our customer base significantly over the year as a result of this. Alongside this expansion in our sales team, we have also invested in growing the technical and product teams.
Our product offerings have taken significant steps forward and we continue to refine our marketing message around them. 
Our turnover has increased from £5.5m to £7.6m in the year, driven mainly by significant growth in the Defence, Insurance and Infrastructure sectors.
Cashflow of (£3.5)m is a result of revenue shortfall vs forecast across the remainder of the business as the transition from R&D to commercial revenue has been slower that hoped in Insurance and Infrastructure sector.   

Principal risks and uncertainties
 
We operate in a dynamic and competitive environment, and our success is subject to various risks and uncertainties. Some of the key risks we face include:
 
Market Risk: The AI industry is highly competitive, and we face pressure from established players and emerging startups. Changes in customer preferences or technological advancements could negatively impact our market share.
Talent Acquisition and Retention: Our ability to innovate and grow relies heavily on attracting and retaining skilled software developers and other technical personnel.
Cybersecurity Threats: The increasing sophistication of cyberattacks poses a risk to our data security and intellectual property. We actively invest in cybersecurity measures to mitigate this risk and continue to tighten our processes and procedures as we engage in sensitive work in the defence industry.
Economic Volatility: Economic downturns can lead to reduced customer spending on software & AI solutions, impacting our revenue and profitability.

We have implemented various risk management strategies to address these challenges. These include:
Continuously monitoring market trends and customer needs.
Investing in research and development to stay ahead of the technological curve.
Offering competitive compensation packages and fostering a positive work environment to attract and retain top talent.
Implementing robust cybersecurity measures and data protection protocols.
Maintaining a strong financial position to weather economic fluctuations.

Page 1

 
MIND FOUNDRY LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators
 
The following table summarizes key financial performance indicators for the year ended 2024:
ole6640.png
Our turnover has increased from £5.5m to £7.6m in the year driven mainly by significant growth in both the Defence sector though we end the year with Cashflow of (£3.5)m as a result of revenue shortfall vs forecast.

Future Developments
 
Mind Foundry remains committed to growth and innovation. Our key priorities for the future include:
Investing in our people: We are committed to fostering a culture of innovation and continuous learning, attracting and retaining top talent in the industry.
Expanding our product portfolio: We will continue to invest in research and development to develop new and innovative AI solutions that address evolving customer needs.
Enhancing our go-to-market strategy: We aim to expand our reach through new marketing and sales channels, developing our brand in existing markets and targeting new markets and customer segments.
Building strategic partnerships: We will explore strategic partnerships with technology companies and industry leaders to accelerate growth and enhance our offerings.


This report was approved by the board and signed on its behalf.



................................................
J Okochi
Director

Date: 26 June 2025

Page 2

 
MIND FOUNDRY LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year were:

M Osborne 
B Mullins (resigned 28 February 2025)
S Roberts 
Parkwalk Advisors Limited 
S Drinkwater 
O Mahony 
Y Imaizumi 
J Okochi (appointed 7 October 2024)
S Churchhouse (resigned 7 October 2024)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 3

 
MIND FOUNDRY LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Auditor

The auditor, James Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
J Okochi
Director

Date: 26 June 2025

Page 4

 
MIND FOUNDRY LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MIND FOUNDRY LIMITED
 

Opinion


We have audited the financial statements of Mind Foundry Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2024 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 5

 
MIND FOUNDRY LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MIND FOUNDRY LIMITED (CONTINUED)


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 ReportOur 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. 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 course of 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.


Opinion 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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Directors' Responsibilities Statement set out on page 3, 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
MIND FOUNDRY LIMITED
 

 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MIND FOUNDRY LIMITED (CONTINUED)


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 Group financial statements.

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.

The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:

Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.

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 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 2006Our 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 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.




Sue Staunton MA FCA CF (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
201 Cumnor Hill
Cumnor
Oxford
Oxfordshire
OX2 9PJ

26 June 2025
Page 7

 
MIND FOUNDRY LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
£
£

  

Turnover
 4 
7,598,964
5,490,978

Gross profit
  
7,598,964
5,490,978

Administrative expenses
  
(12,246,022)
(9,745,276)

Exceptional administrative expenses
  
(2,474,974)
(3,016,769)

Other operating income
 5 
992,372
753,280

Operating loss
 6 
(6,129,660)
(6,517,787)

Remeasurement of unlisted investments
  
(3,500,000)
(6,500,000)

Interest receivable and similar income
 10 
146,278
246,496

Interest payable and similar expenses
 11 
(510)
(758)

Loss before tax
  
(9,483,892)
(12,772,049)

Tax on loss
  
119,634
220,814

Loss for the financial year
  
(9,364,258)
(12,551,235)

Loss for the year attributable to:
  

Owners of the parent company
  
(9,364,258)
(12,551,235)

  
(9,364,258)
(12,551,235)

The notes on pages 15 to 31 form part of these financial statements.

Page 8

 
MIND FOUNDRY LIMITED
REGISTERED NUMBER: 09882159

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
170,177
104,912

Investments
 14 
-
3,500,000

  
170,177
3,604,912

Current assets
  

Debtors: amounts falling due within one year
 15 
3,051,496
1,642,748

Cash at bank and in hand
 16 
4,182,102
7,696,264

  
7,233,598
9,339,012

Creditors: amounts falling due within one year
 17 
(5,505,062)
(4,208,695)

Net current assets
  
 
 
1,728,536
 
 
5,130,317

Net assets
  
1,898,713
8,735,229


Capital and reserves
  

Called up share capital 
 19 
4,199
4,180

Share premium account
 20 
36,255,669
36,200,994

Foreign exchange reserve
 20 
(27,293)
(25,367)

Share based payment reserve
 20 
9,199,100
7,180,084

Profit and loss account
 20 
(43,532,962)
(34,624,662)

  
1,898,713
8,735,229


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

................................................
J Okochi
Director

Date: 26 June 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 9

 
MIND FOUNDRY LIMITED
REGISTERED NUMBER: 09882159

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
170,177
104,912

Investments
 14 
8
3,500,008

  
170,185
3,604,920

Current assets
  

Debtors: amounts falling due within one year
 15 
3,792,554
2,362,628

Cash at bank and in hand
 16 
4,173,004
7,686,611

  
7,965,558
10,049,239

Creditors: Amounts Falling Due Within One Year
 17 
(5,498,936)
(4,204,676)

Net current assets
  
 
 
2,466,622
 
 
5,844,563

  

  

Net assets
  
2,636,807
9,449,483


Capital and reserves
  

Called up share capital 
 19 
4,199
4,180

Share premium account
 20 
36,255,669
36,200,994

Share based payment reserve
 20 
9,199,100
7,180,084

Profit and loss account brought forward
  
(33,935,775)
(21,870,373)

Loss for the year
  
(9,342,344)
(12,522,661)

Other changes in the profit and loss account

  

455,958
457,259

Profit and loss account carried forward
  
(42,822,161)
(33,935,775)

  
2,636,807
9,449,483


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
J Okochi
Director

Date: 26 June 2025

The notes on pages 15 to 31 form part of these financial statements.

Page 10

 
MIND FOUNDRY LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Foreign exchange reserve
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 January 2024 (as previously stated)
4,180
36,200,994
(25,367)
7,180,084
(33,739,388)
9,620,503

Prior year adjustment
-
-
-
-
(885,274)
(885,274)

At 1 January 2024 (as restated)
4,180
36,200,994
(25,367)
7,180,084
(34,624,662)
8,735,229



Loss for the year
-
-
-
-
(9,364,258)
(9,364,258)

Currency translation differences
-
-
(1,926)
-
-
(1,926)

Shares issued during the year
19
54,675
-
-
-
54,694

Transfer from share based payment reserve
-
-
-
-
455,958
455,958

Transfer to profit and loss account
-
-
-
(455,958)
-
(455,958)

Share based payment charge
-
-
-
2,474,974
-
2,474,974


At 31 December 2024
4,199
36,255,669
(27,293)
9,199,100
(43,532,962)
1,898,713



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Foreign exchange reserve
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£
£

At 1 January 2023 (as previously stated)
4,169
36,178,816
(23,549)
4,620,574
(22,198,091)
18,581,919

Prior year adjustment
-
-
-
-
(332,595)
(332,595)

At 1 January 2023 (as restated)
4,169
36,178,816
(23,549)
4,620,574
(22,530,686)
18,249,324



Loss for the year
-
-
-
-
(12,551,235)
(12,551,235)

Currency translation differences
-
-
(1,818)
-
-
(1,818)

Shares issued during the year
11
22,178
-
-
-
22,189

Transfer from share based payment reserve
-
-
-
-
457,259
457,259

Transfer to profit and loss account
-
-
-
(457,259)
-
(457,259)

Share based payment charge
-
-
-
3,016,769
-
3,016,769


At 31 December 2023
4,180
36,200,994
(25,367)
7,180,084
(34,624,662)
8,735,229


The notes on pages 15 to 31 form part of these financial statements.

Page 11

 
MIND FOUNDRY LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2024 (as previously stated)
4,180
36,200,994
7,180,084
(33,050,501)
10,334,757

Prior year adjustment
-
-
-
(885,274)
(885,274)

At 1 January 2024 (as restated)
4,180
36,200,994
7,180,084
(33,935,775)
9,449,483



Loss for the year
-
-
-
(9,342,344)
(9,342,344)

Shares issued during the year
19
54,675
-
-
54,694

Transfer from share based payment reserve
-
-
-
455,958
455,958

Transfer to profit and loss account
-
-
(455,958)
-
(455,958)

Share based payment charge
-
-
2,474,974
-
2,474,974


At 31 December 2024
4,199
36,255,669
9,199,100
(42,822,161)
2,636,807



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023 (as previously stated)
4,169
36,178,816
4,620,574
(21,537,778)
19,265,781

Prior year adjustment
-
-
-
(332,595)
(332,595)

At 1 January 2023 (as restated)
4,169
36,178,816
4,620,574
(21,870,373)
18,933,186



Loss for the year
-
-
-
(12,522,661)
(12,522,661)

Shares issued during the year
11
22,178
-
-
22,189

Transfer from share based payment reserve
-
-
-
457,259
457,259

Transfer to profit and loss account
-
-
(457,259)
-
(457,259)

Share based payment charge
-
-
3,016,769
-
3,016,769


At 31 December 2023
4,180
36,200,994
7,180,084
(33,935,775)
9,449,483


The notes on pages 15 to 31 form part of these financial statements.

Page 12

 
MIND FOUNDRY LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

As restated
2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(9,364,258)
(12,551,235)

Adjustments for:

Depreciation of tangible assets
83,594
45,571

Remeasurement of unlisted investments
3,500,000
6,500,000

Interest paid
510
758

Interest received
(146,278)
(246,496)

Taxation charge
(119,634)
(220,814)

(Increase)/decrease in debtors
(1,197,606)
1,738,579

Increase in creditors
1,278,696
1,312,246

Corporation tax received
35,999
257,972

Currency translation differences
(1,926)
(1,818)

Share based payment charge
2,474,974
3,016,769

Net cash generated from operating activities

(3,455,929)
(148,468)


Cash flows from investing activities

Purchase of tangible fixed assets
(148,859)
(69,112)

New loans to group undertakings
(100,000)
-

Interest received
146,278
246,496

Net cash from investing activities

(102,581)
177,384

Cash flows from financing activities

Issue of ordinary shares
54,694
-

Purchase of ordinary shares
-
22,189

Repayment of loans
(9,251)
(10,777)

Interest paid
(510)
(758)

Net cash used in financing activities
44,933
10,654

Net (decrease)/increase in cash and cash equivalents
(3,513,577)
39,570

Cash and cash equivalents at beginning of year
7,682,345
7,642,775

Cash and cash equivalents at the end of year
4,168,768
7,682,345


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,182,812
7,696,264

Bank overdrafts
(14,044)
(13,919)

4,168,768
7,682,345


The notes on pages 15 to 31 form part of these financial statements.

Page 13

 
MIND FOUNDRY LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024




At 1 January 2024
Cash flows
At 31 December 2024
£

£

£

Cash at bank and in hand

7,696,264

(3,514,162)

4,182,102

Bank overdrafts

(37,983)

23,939

(14,044)

Debt due within 1 year

-

(14,813)

(14,813)


7,658,281
(3,505,036)
4,153,245

The notes on pages 15 to 31 form part of these financial statements.

Page 14

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Mind Foundry Limited is a private company limited by share capital and incorporated in England and Wales.
The address of the registered office is 9400, Garsington Road, Oxford Business Park, Oxford, OX4 2HN. The Company's principal place of business is Ewert House, Ewert Place, Oxford, OX2 7DD.
The principal activity of the Company is that of technology service activities. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The financial statements are presented in pounds Sterling, the functional currency of the Company. The financial statements are rounded to the nearest pound Sterling.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 20 November 2015.

 
2.3

Going concern

The directors are comfortable that the Group has sufficient cash on hand and revenue visibility to be able to continue trading as a going concern.

Page 15

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
33%
Office equipment
-
33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Page 16

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.8

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
 
Page 17

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.8
Financial instruments (continued)


Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

 
2.9

Government grants

Grants are accounted for under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.10

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 18

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.12

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.13

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.14

Interest income

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

 
2.15

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.


Page 19

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Research and development

Research and development costs are written off in the period in which they are incurred.
The Company recognises its research and development tax credit on the accruals basis. 


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The Group makes estimates and assumptions concerning the future and judgements in applying the Group's accounting policies. The resulting accounting estimates will, by definition, seldom equal the actual results. There were no estimates or assumptions that have caused a significant risk of causing a material adjustment to the carrying value of assets and liabilities within the next financial year.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. Residual value assessments consider issues such as the remaining life of the assets and projected disposal values.
Share based payment
The fair value of the share options at the date of grant is determined using the Black-Scholes model. This model uses key assumptions including the risk free rate, share price and volatility of the share price. The fair value of the options at the date of grant is then charged to the Consolidated Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that ultimately the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

Page 20

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


As restated
2024
2023
£
£

Subscription products
5,252,208
4,186,668

One-off services
2,206,262
1,150,955

Other
140,494
153,355

7,598,964
5,490,978


Analysis of turnover by country of destination:

As restated
2024
2023
£
£

United Kingdom
7,328,686
5,432,852

Rest of Europe
270,278
58,126

7,598,964
5,490,978



5.


Other operating income

2024
2023
£
£

Other operating income
539,610
393,045

Government grants receivable
452,762
360,235

992,372
753,280



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Research & development charged as an expense
262,000
121,442

Exchange differences
24,238
1,874

Page 21

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Auditor's remuneration

During the year, the Group obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
17,800
17,100


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
8,066,617
6,433,250
8,066,091
6,432,815

Social security costs
839,855
684,052
839,855
684,052

Cost of defined contribution scheme
419,666
339,958
419,666
339,958

9,326,138
7,457,260
9,325,612
7,456,825


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Employees
85
72


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
613,770
616,667

Group contributions to defined contribution pension schemes
14,795
14,802

628,565
631,469


During the year retirement benefits were accruing to 1 director (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £247,000 (2023 - £247,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,794 (2023 - £14,802).

Page 22

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Interest receivable

2024
2023
£
£


Other interest receivable
146,278
246,496


11.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
510
758


12.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
(210,579)
(313,260)

Adjustments in respect of previous periods
90,945
92,446


Total current tax
(119,634)
(220,814)

Deferred tax

Total deferred tax
-
-


Tax on loss
(119,634)
(220,814)
Page 23

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(9,483,892)
(12,772,049)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(2,370,973)
(3,003,986)

Effects of:


Fixed asset differences
-
(1,014)

Expenses not deductible for tax purposes
2,855
1,531,582

R&D adjustments
393,928
92,163

Movement in deferred tax not recognised
1,854,556
916,247

Amounts relating to other comprehensive income or otherwise transferred
-
114,204

Adjustments to tax charge in respect of prior periods
-
129,990

Total tax charge for the year
(119,634)
(220,814)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 24

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets

Group and Company






Fixtures and fittings
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
12,404
198,769
211,173


Additions
-
148,859
148,859



At 31 December 2024

12,404
347,628
360,032



Depreciation


At 1 January 2024
3,790
102,471
106,261


Charge for the year on owned assets
4,135
79,459
83,594



At 31 December 2024

7,925
181,930
189,855



Net book value



At 31 December 2024
4,479
165,698
170,177



At 31 December 2023
8,614
96,298
104,912

Page 25

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 January 2024
8
3,500,000
3,500,008


Revaluations
-
(3,500,000)
(3,500,000)



At 31 December 2024
8
-
8






Net book value



At 31 December 2024
8
-
8



At 31 December 2023
8
3,500,000
3,500,008

The investment in subsidiary companies relates to the 100% owned subsidiary, Mind Foundry Corporation, incorporated on 13 January 2020 and registered in the United States of America.
The unlisted investment relates to an investment in the company, AIOI R&D Labs Limited, incorporated on 15 November 2022 and registered in England and Wales, in which Mind Foundry Limited holds 15 preference shares.


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Mind Foundry Corporation
1209 Orange Street, Wilmington, New Castle County, Delaware 19801, United States of America
Ordinary
100%

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

Name
Aggregate of share capital and reserves
£
Profit/(Loss)
£

Mind Foundry Corporation
754,609
(21,914)

Page 26

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Debtors

Group

Group
As restated
Company

Company
As restated
2024
2023
2024
2023
£
£
£
£


Trade debtors
1,608,751
785,448
1,608,751
785,448

Amounts owed by group undertakings
-
-
741,239
720,059

Other debtors
105,941
12,741
105,941
12,741

Prepayments and accrued income
639,131
230,521
639,131
230,521

Tax recoverable
697,673
614,038
697,492
613,859

3,051,496
1,642,748
3,792,554
2,362,628


Amounts owed by group undertakings are non-interest bearing and repayable on demand. 


16.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
4,182,102
7,696,264
4,173,004
7,686,611

Less: bank overdrafts
(14,044)
(13,919)
(14,044)
(13,919)



17.


Creditors: Amounts falling due within one year

Group

Group
As restated
Company

Company
As restated
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
14,044
13,919
14,044
13,919

Bank loans
14,813
24,064
14,813
24,064

Trade creditors
159,739
121,077
158,907
119,961

Other taxation and social security
722,678
800,396
722,678
800,396

Other creditors
92,853
10,164
92,853
10,164

Accruals and deferred income
4,500,935
3,239,075
4,495,641
3,236,172

5,505,062
4,208,695
5,498,936
4,204,676


Page 27

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Cash and cash equivalents
4,182,102
7,696,264
4,173,004
7,686,611

Financial assets measured at amortised cost
2,119,542
912,484
2,860,781
1,632,543

6,301,644
8,608,748
7,033,785
9,319,154


Financial liabilities

Financial liabilities measured at amortised cost
4,210,964
3,049,522
4,210,132
3,048,406


Financial assets measured at amortised cost comprise trade and other debtors, accrued income and amounts owed to group. 


Other financial liabilities measured at amortised cost comprise trade and other creditors, deferred income and amounts due from group. 

Page 28

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



266,620 (2023 - 264,687) Ordinary shares of £0.01 each
2,666
2,647
153,282 (2023 - 153,282) Preference shares of £0.01 each
1,533
1,533

4,199

4,180


During the year the Company allotted 1,933 (2023: 1,054) Ordinary shares of £0.01 each for a total consideration of £54,695 (2023: £22,844).


20.


Reserves

Share premium account

The share premium account represents the amounts received for shares in issues above the nominal value. 

Foreign exchange reserve

The foreign exchange reserve is the Group and Company's accumulated non-trading foreign exchange gains and losses up to the balance sheet date.

Share based payments reserve

The share based payment reserve represents the cumulative charge in respect of the Group's share based payment arrangements.

Profit and loss account

The profit and loss account is the Group and Company's accumulated retained earnings up to the balance
sheet date.

Page 29

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Share-based payments

The Company operates an EMI scheme for employees. The vesting conditions can include performance related conditions as well as requiring employees to remain in the employment of the Company. The options lapse on or before the 10th anniversary of the grant subject to the vesting conditions and exercising conditions.
In addition to the EMI options, the Company has granted unapproved options to employees. The unapproved options vest over a specified period and expire on or before the 10th anniversary of the grant subject to the vesting conditions and exercising conditions.
Options are forfeited if the employee leaves the Company before the options vest. 

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

3,747

97,824

4,161
 
77,923
 
Granted during the year

2,444

22,662

2,123
 
25,127
 
Forfeited during the year

2,090

(3,266)

2,090
 
(4,171)
 
Exercised during the year

2,830

(1,933)

2,167
 
(1,055)
 
Outstanding at the end of the year
3,553

115,287

3,747
 
97,824
 

2024
2023

Option pricing model used


Black-Scholes

Black-Scholes
 
Weighted average share price (pence)


24,758

24,660
 
Weighted average exercise price (pence)


2,444

2,123
 
Weighted average contractual life (days)


3,650

3,650
 
Average expected volatility


31%

50%
 
Average risk-free interest rate


4.20%

3.68%
 

2024
2023
£
£



Equity-settled schemes
2,474,974
3,016,769


22.


Prior year adjustment

A prior year adjustment has been made to correctly account for deferred income recorded within the prior year. The effect of the adjustment is to increase deferred income in the year by £885,274, reduce revenue in the year by £552,679 and reduce the profit and loss reserve brought forward at 1 January 2024 by £332,595. 

Page 30

 
MIND FOUNDRY LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £419,666 (2023: £339,958). Contributions totalling £92,853 (2023: £845) were payable to the fund at the balance sheet date and are included in creditors.


24.


Related party transactions

During the year, the Company recognised total sales of £3,590,926 (2023: £3,572,487) to AIOI R&D Labs Limited in which the Company holds 15 preference shares and has a common director. The company recognised deferred income of £3,166,450 (2023: £2,757,376) in relation to those sales. At the balance sheet date the Company was owed £623,443 by that company (2023: £22,500). 
 
During the year, the Company paid consultancy fees of £262,083 (2023: £288,000) to two directors of the Company. No balance was outstanding at the balance sheet date (2023: £nil).
 
During the year, the Company made a loan of £100,000 to a director who resigned after the year end (2023: £nil). The loan is repayable on 1 August 2029 and carries interest at the HMRC official rate of interest.


25.


Controlling party

In the opinion of the Directors, there is not one ultimate controlling party.

Page 31