Company No: 12535319 (England and Wales)

Contents

• Statement of Financial Position
• Notes to the Financial Statements

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	1,924		2,309
Tangible assets	4	7,049		6,680
		8,973		8,989
Current assets
Debtors	5	173,557		46,190
Cash at bank and in hand		101,763		494,129
		275,320		540,319
Creditors: amounts falling due within one year	6	( 61,906)		( 129,326)
Net current assets		213,414		410,993
Total assets less current liabilities		222,387		419,982
Net assets		222,387		419,982
Capital and reserves
Called-up share capital	7	1,311		1,311
Share premium account		3,526,776		3,526,776
Equity reserve		990,880		545,971
Capital redemption reserve		36		36
Profit and loss account		( 4,296,616 )		( 3,654,112 )
Total shareholder's funds		222,387		419,982

For the financial year ending 31 March 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The director acknowledges their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Mindstone Learning Limited (registered number: 12535319) were approved and authorised for issue by the Director on 01 November 2025. They were signed on its behalf by:

Joshua Wohle Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Mindstone Learning Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 85 Great Portland Street, London, W1W 7LT, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The director has assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The director has a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Short term benefits
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

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.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Other intangible assets

10 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the director is satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all tangible fixed assets, other than investment properties and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Fixtures and fittings	3 years straight line
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Ordinary share capital

The ordinary share capital of the Company is presented as equity.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including the director	6		6

3. Intangible assets

	Other intangible assets		Total
	£		£
Cost
At 01 April 2024	3,848		3,848
At 31 March 2025	3,848		3,848
Accumulated amortisation
At 01 April 2024	1,539		1,539
Charge for the financial year	385		385
At 31 March 2025	1,924		1,924
Net book value
At 31 March 2025	1,924		1,924
At 31 March 2024	2,309		2,309

4. Tangible assets

	Fixtures and fittings		Computer equipment		Total
	£		£		£
Cost
At 01 April 2024	200		14,511		14,711
Additions	0		3,184		3,184
At 31 March 2025	200		17,695		17,895
Accumulated depreciation
At 01 April 2024	107		7,924		8,031
Charge for the financial year	67		2,748		2,815
At 31 March 2025	174		10,672		10,846
Net book value
At 31 March 2025	26		7,023		7,049
At 31 March 2024	93		6,587		6,680

5. Debtors

	2025		2024
	£		£
Trade debtors	130,238		27,865
Prepayments	43,319		17,042
VAT recoverable	0		1,283
	173,557		46,190

6. Creditors: amounts falling due within one year

	2025		2024
	£		£
Trade creditors	18,310		70,007
Amounts owed to related parties	4,988		17,605
Amounts owed to director	0		1,289
Accruals and deferred income	4,190		18,693
Other taxation and social security	34,043		20,872
Other creditors	375		860
	61,906		129,326

7. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
2,871 B Ordinary shares of £ 0.001 each	2.87		2.87
56,775 Deferred ordinary shares of £ 0.001 each	56.78		56.78
919,065 Ordinary shares of £ 0.001 each	919.07		919.07
	978.72		978.72
332,593 A Preferred preference shares of £ 0.001 each	332.59		332.59
	1,311.31		1,311.31

8. Related party transactions

Transactions with the entity's director

	2025		2024
	£		£
Joshua Wohle (JNW Consulting)	63,452		64,969
Melinda Jacobs (Simple Pengiun BV)	80,133		80,217
Amounts owed to the director	0		1,289

The company made the above payments to subcontractor companies controlled by its directors. A balance of £42,902 was owed to JNW Consulting Limited at the year end (2024: £10,977) and is included in Creditors amounts falling due within one year.

A balance of £6,497 was owed to Simple Pengiun at the year end (2024: 6,628) and is included in Creditors amounts falling due within one year. Both loans are interest free and have no fixed date for repayment.

The amounts owed to the director is interest free with no fixed date for repayment.