REGISTERED NUMBER: 12232933 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MINDLER LTD

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

D M Chao

M M Wernerus

REGISTERED OFFICE:

2nd Floor

Medway Bridge House

1-8 Fairmeadow

Maidstone

Kent

ME14 1JP

REGISTERED NUMBER:

12232933 (England and Wales)

AUDITORS:

Bourner Bullock

Chartered Accountants

114 St Martin's Lane

Covent Garden

London

WC2N 4BE

FIXED ASSETS

Intangible assets

4

1,001,715

-

Tangible assets

5

4,626

-

Investments

6

-

1,319,002

1,006,341

1,319,002

CURRENT ASSETS

Debtors

7

278,238

222,503

Cash at bank

47,015

30,258

325,253

252,761

CREDITORS

Amounts falling due within one year

8

6,124,248

5,522,845

NET CURRENT LIABILITIES

(5,798,995

)

(5,270,084

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(4,792,654

)

(3,951,082

)

CAPITAL AND RESERVES

Called up share capital

1

1

Retained earnings

10

(4,792,655

)

(3,951,083

)

(4,792,654

)

(3,951,082

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 17 December 2025 and were signed on its behalf by:

D M Chao - Director

1.	STATUTORY INFORMATION

Mindler Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents revenue earned under a wide variety of contracts to provide services. Revenue is recognised as earned when, and to the extent that, the Company obtains the rights to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients. For incomplete contracts, an assessment is made of the extent to which revenue has been earned. This assessment takes into account the nature of the assignment, its stage of completion and relevant contract terms. Unbilled revenue is included in debtors, under "other debtors".

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Office equipment

-

33.33% on cost

Investments in subsidiaries

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with the changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans 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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

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 rate of the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Pension costs and other post-retirement benefits

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.

Contribution 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.

Debtors

Basic financial assets, including other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

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

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

Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 twelvemonths after the reporting date. If there is an unconditional right to defer settlement for at least twelve month after the reporting date, they are presented as non-current liabilities.

Going concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and for at least a period of 12 months from the date of approval of the financial statements. For its initial years of operation, the company has been reliant on the financial support of its parent company to fund early investments and market establishment, and the amount owed to the parent company at the year end is disclosed in note 12. However, from autumn 2024, the company has been operating profitably and generating positive cash flows. Consequently, the company is not expected to require further financial support from the parent company save for in respect of the acquisition in summer 2025 (see note 13). Existing loans are anticipated to be repaid with cash flows generated from the business, commencing in 2025. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 60 (2023 - 44 ) .

4.	INTANGIBLE FIXED ASSETS

Goodwill

£

Cost

Transfer

1,073,535

At 31 December 2024

1,073,535

Amortisation

Charge for year

71,820

At 31 December 2024

71,820

Net book value

At 31 December 2024

1,001,715

On 31 May 2024, the trade and assets of Mindler Sandbox Limited were hived up to the Company, and the company ceased to trade. The investment in Mindler Sandbox Limited was reclassified at this time so as to reflect the goodwill acquired at acquisition. The goodwill is being amortised, and the amount capitalised above represents the value at acquisition of £1,231,197 as reduced by £157,662 to reflect amortisation up to the point of the hive up. Note 7 provides further details of the investment.

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

Cost

Additions

1,699

Transfer to ownership

4,531

At 31 December 2024

6,230

Depreciation

Charge for year

1,604

At 31 December 2024

1,604

Net book value

At 31 December 2024

4,626

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

Cost

At 1 January 2024

1,319,002

Reclassification/transfer

(1,319,002

)

At 31 December 2024

-

Net book value

At 31 December 2024

-

At 31 December 2023

1,319,002

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the Company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Subsidiary undertakings

2024

2023

Mindler Sandbox Limited

25 Wilton Street Wilton Road, London, England, SW1V 1LW United Kingdom

Ordinary

100%

100%

Details of the reclassification are provided in note 5 above.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

-

12,294

Amounts owed by group undertakings

-

1

Other debtors

258,455

189,367

Prepayments

19,783

20,841

278,238

222,503

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

25,953

14,374

Amounts owed to group undertakings

5,873,201

5,331,313

Taxation and social security

64,480

66,658

Other creditors

160,614

110,500

6,124,248

5,522,845

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

9,551

-

10.

RESERVES

Retained

earnings

£

At 1 January 2024

(3,951,083

)

Deficit for the year

(596,105

)

Deficit on hive up (see below)

(245,467

)

At 31 December 2024

(4,792,655

)

The deficit on hive up comprises of goodwill amortisation up to the date of hive up totalling £157,662 and the value of the subsidiary's net assets on acquisition of £87,805, which were eliminated by losses arising post-acquisition. Further details are provided in note 5 above.

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

David Wheeler (Senior Statutory Auditor)

for and on behalf of Bourner Bullock

12.	RELATED PARTY TRANSACTIONS

Creditors includes an amount of £5,873,201 (2023 - £5,331,313) due to the parent company, Mindler AB, in respect of a loan. This loan is repayable on demand and accrued interest during the year at rates of The Stockholm Interbank Offered Rate (STIBOR) 90 plus 1% per annum per the last of each month.

13.	POST BALANCE SHEET EVENTS

In August 2025, the company acquired Ieso Digital Health (UK) Limited, to expand the group's service offering in the UK. The purchase consideration is being fully funded by the parent company Mindler AB.

14.	ULTIMATE CONTROLLING PARTY

The Company's immediate parent is Mindler AB, a company incorporated in Sweden.

The Company's financial statements are available upon request from Mindler AB, Drottninggatan 95a Stockholm, 111 60 Sweden.