Circuit Mind Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Circuit Mind Limited is a private company, limited by shares, incorporated in England & Wales, registered number 11389569 . The registered office is 86-90, 3rd Floor, Paul Street, London, EC2A 4NE.

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 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

2.2. Going Concern Disclosure

The Directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The financial statements have therefore been prepared on the going concern basis.

The Company incurred a loss during the year of £1,539,403 (2024: £1,592,635), which has been funded by the company's parent company, Circuit Mind Inc.

Circuit Mind Inc will continue to provide further financial support to the Company for the foreseeable future and at least for 12 months from the approval of these financial statements.

The Directors having assessed the current financial position of Circuit Mind Inc. and the overall group and have a reasonable expectation that the Company will have adequate resources to continue as going concern and pay its liabilities as they fall due for the foreseeable future being a period of at least one year from the date of approval of these accounts by the board of directors.

2.3. 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.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

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.

2.4. 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:

Fixtures & Fittings	25% Straight line
Computer Equipment	25% Straight line

2.5. 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.

2.6. Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable and when the realisation of tax repayment claim is probable. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.

2.7. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

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Circuit Mind Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2025

2.8. Research and development

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

2.9. Share-based payments

The parent compay operates an EMI qualyfing share option scheme on behalf of the company.

The fair value of services received in exhange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of non market vesting conditions. At each statement of financial position date, the entity revises the estimates of options expected to vest. It recognises the impact of the revisions to orginal estimates, if any, in the income statement. The credit entry is taken to reserves because the options are equity-settled and then subsequently reclassified to creditors because the equity awards are fulfilled with shares in the parent comapny.

2.10. Critical Estimtes and Judgements

Share based payments as set out in the accounts have been made to certain employees, contractors, and advisors of the company. As disclosed in the Share Based Payments accounting policy note below, the fair value of any vested share options is recognised in the income statement and for the accounting period ending 30th April 2025 the most recent fair value has been estimated as £0.33 per share.

There have been no other significant judgements or estimates applied to the numbers contained within these financial statements

3. Average Number of Employees

Average number of employees, including directors, during the year was: 14 (2024: 13)

4. Prior Period Adjustment

During the current year, an error was identified in the accounting treatment of employee share-based payment expenses in prior periods. The error related to the recognition of share option expenses under the Company’s employee share option scheme, which falls within the scope of Section 26 of FRS 102 Share-based Payments.

In the prior year, the Company had omitted the calculation and disclosure of the fair value of share options granted and the corresponding expense. As a result, the share based payment expense was omitted in the prior year financial statements. The correction has been accounted for, resulting in a restatement of the comparative figures.

This has resulted in an increase in loss by £86,493 and a decrease in retained earnings by £86,493 in the 2024 accounts.

5. Intangible Assets

	Licenses
	£
Cost
As at 1 May 2024	2,820

As at 30 April 2025	2,820

Amortisation
As at 1 May 2024	1,269
Provided during the period	282

As at 30 April 2025	1,551

Net Book Value
As at 30 April 2025	1,269

As at 1 May 2024	1,551

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Circuit Mind Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2025

6. Tangible Assets

	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 May 2024	646	35,884	36,530
Additions	-	7,829	7,829

As at 30 April 2025	646	43,713	44,359

Depreciation
As at 1 May 2024	230	18,701	18,931
Provided during the period	162	7,738	7,900

As at 30 April 2025	392	26,439	26,831

Net Book Value
As at 30 April 2025	254	17,274	17,528

As at 1 May 2024	416	17,183	17,599

7. Debtors

	2025	2024 as restated
	£	£
Due within one year
Trade debtors	42,775	81,040
Other debtors	105,404	20,519

	148,179	101,559

8. Creditors: Amounts Falling Due Within One Year

	2025	2024 as restated
	£	£
Trade creditors	15,022	4,445
Bank loans and overdrafts	16	-
Other taxes and social security	47,051	86,262
Accruals and deferred income	37,382	-
Directors' loan accounts	3,178	2,380

	102,649	93,087

9. Creditors: Amounts Falling Due After More Than One Year

	2025	2024 as restated
	£	£
Amounts owed to group undertakings	4,883,434	3,327,268

10. Share Capital

	2025	2024 as restated
	£	£
Allotted, Called up and fully paid	126	126

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Circuit Mind Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 April 2025

11. Related Party Transactions

The company is 100% owned by Circuit Mind Inc. At the year end, Circuit Mind Inc was owed £4,758,176 (2024 :£32,40,775) by the company.

12. Ultimate Controlling Party

The immediate and ultimate parent undertaking is Circuit Mind Inc., a company incorporated in the United States of America and with a registered office address at 874 Walker Road, Suite C, City Of Dover, 19904, United States. The directors consider there to be no ultimate controlling party.

13. Share-based payments

The parent company operates an equity-settled share-based payment scheme on behalf of the company. This scheme has been provided to certain employees, contractors, and advisors.

At the date of the financial statements the company had granted 852,067 share options to 12 employees with an average exercise price of $0.00001 per share. As at the year-end 348,056 options had vested, 142,072 options had been exercised and none had lapsed.

All employee options issued vest over a four year period.

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		2025		2024 as restated
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	5		1,269		1,551
Tangible Assets	6		17,528		17,599

			18,797		19,150
CURRENT ASSETS
Debtors	7	148,179		101,559
Cash at bank and in hand		13,844		33,786

		162,023		135,345
Creditors: Amounts Falling Due Within One Year	8	(102,649 )		(93,087 )

NET CURRENT ASSETS (LIABILITIES)			59,374		42,258

TOTAL ASSETS LESS CURRENT LIABILITIES			78,171		61,408

Creditors: Amounts Falling Due After More Than One Year	9		(4,883,434 )		(3,327,268 )

NET LIABILITIES			(4,805,263 )		(3,265,860 )

CAPITAL AND RESERVES
Called up share capital	10		126		126
Share premium account			1,611,275		1,611,275
Profit and Loss Account			(6,416,664 )		(4,877,261 )

SHAREHOLDERS' FUNDS			(4,805,263)		(3,265,860)