1.
General Information
Mintus Group Limited
is a private company, limited by shares, incorporated in England & Wales, registered number
12642197
. The registered office is 1 Giltspur Street, Farringdon, London, EC1A 9DD.
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 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
2.2.
Basis Of Consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 30 June 2025.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.
Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.
2.3.
Business Combinations
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
2.4.
Going Concern Disclosure
The directors have assessed the Group’s ability to continue as a going concern for a period of at least twelve months from the date of approval of these financial statements.
During the year and subsequent to the year end, the Group has refocused its business on the provision of AI-driven platforms and services to institutional clients, resulting in improved revenue visibility through contracted and recurring revenues. The Group has entered into, or is in advanced stages of entering into, a number of arrangements with institutional and commercial clients which are expected to generate recurring monthly income.
In parallel, the directors are implementing measures to simplify the Group’s structure and reduce ongoing costs, including the planned disposal or transfer of non-core regulated activities. The Group is also in advanced discussions with potential strategic investors regarding additional equity funding.
Based on the directors’ review of forecast cash flows and the progress of the initiatives outlined above, they consider that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on the going concern basis.
2.5.
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.
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.
2.6.
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:
| Office Equipment |
|
| Computer Equipment |
|
2.7.
Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
2.8.
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 from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial assets or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised costs, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
2.9.
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.
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
2.10.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.11.
Share Based Payments
The company operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of the equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
The proceeds received net of any directly attributable transaction costs are credited to share capital (normal value) and share premium when the options are exercised.
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.
4.
Operating Loss
The operating loss is stated after charging:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Bad debts | - | 106,591 | |
| Depreciation of tangible fixed assets |
|
|
|
5.
Auditor's Remuneration
Remuneration received by the group's auditors and their associates during the year was as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Audit Services | |||
| Audit of the company's financial statements |
|
|
|
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
6.
Staff Costs
Staff costs, including directors' remuneration, were as follows:
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Wages and salaries |
|
|
|
|
|||
| Social security costs |
|
|
|
|
|||
| Other pension costs |
|
|
|
|
|||
|
|
|
|
|
||||
7.
Average Number of Employees
Average number of employees, including directors, during the year was as follows:
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| Office and administration |
|
|
|
|
|||
|
|
|
|
|
||||
8.
Directors' remuneration
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Emoluments |
|
|
|
9.
Share-Based Payments
Scheme details and movements
Mintus Group Limited operates a share option scheme for all employees of the company. The Black Scholes option pricing model is used to determine the fair value of the stock options. The company granted 40,000 equity settled options during the year ended 30 June 2021, vesting over a 4 year period.
The number and weighted average exercise prices of share options were as follows:
|
Weighted
average
exercise
price
(pence)
2024
|
Number
2024
|
Weighted
average
exercise
price
(pence)
2023
|
Number
2023
|
||||
|
Outstanding at the beginning of the year
|
0.01
|
40,000
|
0.01
|
40,000
|
|||
|
Granted during the period
|
-
|
-
|
|||||
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 2" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
|
|
|
||||
|
Outstanding at the end of the year
|
0.01
![image](data:image/svg+xml;utf8,<svg xmlns="http://www.w3.org/2000/svg" viewBox="0 0 80 5" preserveAspectRatio="none">
<line x1="0" y1="1" x2="80" y2="1" stroke="black" shape-rendering="crispEdges"/>
<line x1="0" y1="4" x2="80" y2="4" stroke="black" shape-rendering="crispEdges"/>
</svg>){kind=small}
|
40,000
|
0.01
|
40,000
|
The company used the following valuation assumptions to estimate the fair value of options granted during the year ended 30 June 2025:
|
2024
|
2023
|
||
|
Weighted average share price (pence)
|
0.01
|
0.01
|
|
|
Exercise price (pence)
|
0.01
|
0.01
|
|
|
Weighted average contractual life (days)
|
1460
|
1460
|
...CONTINUED
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
|
Expected volatility
|
37
|
37
|
|
|
Expected dividend growth rate
|
0%
|
0%
|
|
|
Risk-free interest rate
|
-0.36%
|
-0.09%
|
The total expense recognised for the period from share-based payments was £5,128 (2024: £21,909).
|
2025
|
2024
|
||
|
|
|
||
|
Equity-settled schemes
|
5,128
|
21,909
|
10.
Interest Receivable and Similar Income
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Interest on short term deposits |
|
|
|
11.
Interest Payable and Similar Charges
| 2025 | 2024 | ||
|---|---|---|---|
| £ | £ | ||
| Foreign exchange charges |
|
|
|
12.
Tax on Profit
|
The tax credit on the loss for the year was as follows:
|
|||||
| Tax Rate | 2025 | 2024 | |||
|---|---|---|---|---|---|
| 2025 | 2024 | £ | £ | ||
| Current tax | |||||
| UK Corporation Tax | 25.0% | 25.0% |
( |
|
|
| Total tax charge for the period |
( |
|
|||
|
The actual credit for the year can be reconciled to the expected credit for the year based on the loss and the standard rate of corporation tax as follows:
|
|||||
| 2025 | 2024 | ||||
| £ | £ | ||||
| Profit before tax | (517,906) | (1,368,351) | |||
| Tax on profit at 25% (UK standard rate) |
( |
( |
|||
| Expenses not deductible for tax purposes |
|
|
|||
| Tax losses utilised |
|
|
|||
| Capital allowances |
|
( |
|||
| Research and Development tax credit |
( |
|
|||
| Total tax charge for the period | (41,866) | - | |||
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
13.
Tangible Assets
Group
Company
| Office Equipment | Computer Equipment | Total | |
|---|---|---|---|
| £ | £ | £ | |
| Cost | |||
| As at 1 July 2024 |
|
|
|
| As at 30 June 2025 |
|
|
|
| Depreciation | |||
| As at 1 July 2024 |
|
|
|
| Provided during the period |
|
|
|
| As at 30 June 2025 |
|
|
|
| Net Book Value | |||
| As at 30 June 2025 |
|
|
|
| As at 1 July 2024 |
|
|
|
The company had no tangible fixed assets as at 30 June 2025 or 30 June 2024.
14.
Investments
Company
| Subsidiaries | |
|---|---|
| £ | |
| Cost | |
| As at 1 July 2024 |
|
| As at 30 June 2025 |
|
| Provision | |
| As at 1 July 2024 |
|
| As at 30 June 2025 |
|
| Net Book Value | |
| As at 30 June 2025 |
|
| As at 1 July 2024 |
|
Subsidiaries
Details of the group's subsidiaries as at 30 June 2025 are as follows:
| Name of undertaking | Registered Office | Class of shares held | Direct holding | Indirect holding |
|---|---|---|---|---|
|
|
1 Giltspur Street, Farringdon, London, EC1A 9DD |
|
|
- |
|
|
1 Giltspur Street, Farringdon, London, EC1A 9DD |
|
|
- |
|
|
1 Giltspur Street, Farringdon, London, EC1A 9DD |
|
|
- |
The aggregate capital and reserves and the result for the year of the subsidiaries listed above was as follows:
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
| Capital and Reserves | Profit/(loss) | |
|---|---|---|
| £ | £ | |
| Mintus Trading Limited |
|
|
| Mintus International Limited |
( |
( |
| Arts International Ltd |
|
|
Under section 479C of the Companies Act 2006,
Mintus Group Limited
, registration number
12642197
, being the parent undertaking has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from audit under section 479A of the Companies Act 2006 in respect of the year ended 30 June 2025:
| Name of undertaking | Registered Number |
|---|---|
|
|
13843446 |
Arts International Limited has not been consolidated into the group financial statements as it was dormant during the year ended 30 June 2025. The company is exempt from the requirements of the Companies Act 2006 relating to the audit of its individual accounts by virtue of section 479A.
15.
Debtors
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Due within one year | |||||||
| Trade debtors |
|
|
|
|
|||
| Amounts owed by participating interests | 132,610 | 72,751 | - | - | |||
| Other debtors | 57,334 | 67,168 | 24,425 | 39,196 | |||
|
|
|
|
|
||||
16.
Creditors: Amounts Falling Due Within One Year
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Trade creditors |
|
|
|
|
|||
| Other loans |
|
|
|
|
|||
| Amounts owed to group undertakings | - | - |
|
|
|||
| Amounts owed to participating interests | - | - | - |
|
|||
| Other creditors | 470 | 31 | 198 | - | |||
| Corporation tax |
|
|
|
|
|||
| Taxation and social security | 9,610 | 386 | - | - | |||
| Accruals and deferred income | 51,454 | 12,541 | 4,410 | 5,904 | |||
|
|
|
|
|
||||
17.
Loans
An analysis of the maturity of loans is given below:
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Amounts falling due within one year or on demand: | |||||||
| Other loans |
|
|
|
|
|||
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
19.
Financial Instruments
The group has the following financial instruments:
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||
| £ | £ | £ | £ | ||||
| Financial assets | |||||||
| Financial assets that are debt Instruments measured at amortised cost | 606,964 | 498,284 | 355,989 | 46,202 | |||
| Financial liabilities | |||||||
| Financial liabilities measured at amortised cost | 621,379 | 50,971 | 993,491 | 77,678 | |||
A number of factors affect the operating results, financial condition and prospects of the company. This section describes those that are considered by the director to be material, their potential impact and the factors that mitigate them:
1. Credit risk
2. Foreign exchange risk
3. Liquidity risk
In common with all other businesses, the company is exposed to risks that arise from its use of financial instruments. This note describes the company’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.
20.
Contingent Liabilities
A legal claim has been brought against the group company Mintus Trading Limited in relation to the termination with a contractor. The claim seeks damages of approximately £57,000. Based on advice received and the Company’s own assessment, the directors consider that the claim is not probable to succeed. Accordingly, no provision has been recognised in the financial statements.
However, as there remains a possible obligation arising from this past event, the matter is disclosed as a contingent liability. The directors consider the likelihood of an economic outflow to be low, but not remote. The Company has received no further communication from the claimant or their legal representatives for over eight months, and the status of the claim remains uncertain at the reporting date.
No reliable estimate of the timing of any potential outflow can be made.
21.
Pension Commitments
The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £14,855 (2024: £1,588).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
Mintus Group Limited
Notes to the Financial Statements (continued)
For The Year Ended 30 June 2025
22.
Reserves
Company
Share Premium Account
Share premium reserve is the amount subscribed for share capital in excess of the nominal value.
Share Option Reserve
Share option reserve is the fair value of key personanel equity (directors & shareholder) settled share option.
Profit and Loss Account
These are cumulative net losses.
23.
Post Balance Sheet Events
Proposed Sale of FCA Licence
After the reporting date, the group company Mintus Trading Limited began discussions to sell its FCA licence. If completed, the sale is expected to remove ongoing regulatory costs of approximately £50,000 per annum. As the conditions did not exist at 30 June 2025, this is a non-adjusting event and the financial effect cannot be reliably estimated at the date of approval.
Strike-Off Application – Arts International Limited
On 27/06/2025, the wholly owned subsidiary, Arts International Limited, has applied for the company to be struck off. As at the date of approval of the financial statements the subsidiary still has an active proposal to strike off.
Loan Conversion to Equity
On 12/11/2025 the directors of Mintus Group Limited signed a written resolution to convert the loan notes of £487,000 into equity therefore, this amount will be recalssified from liabilities to equity. The shares will consist of ordinary shares of £0.01 each at a price of £16.111 per share. This matter arose after 30/06/2025 and is a non-adjusting event.
Agreement with Esas Holdings
Following the reporting date, the Group entered into a contractual agreement with Esas Holdings for the provision of AI platform and development services, giving rise to recurring contracted revenues of £40,000 per month plus project-based fees. The Group is also advancing the establishment of a 50:50 joint venture with Esas Holdings. As the conditions relating to these matters arose after 30 June 2025, they are non-adjusting events. Although these arrangements are expected to improve future revenue visibility, the full financial effect cannot be reliably estimated at the date the financial statements were approved.
24.
Related Party Disclosures
The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.
Mintus Art Fund SPC
During the year the group transferred £54,626 to Mintus Art fund SPC, a company in corporated in Grand Cayman and under management by Mintus Trading Limited. As at balance sheet date, the amount of £106,860 (2024: £52,234) is due from Mintus Art Fund SPC.
During the year, Mintus Art Fund SPC, wrote off a loan of £3,953 owed by Mintus Group Limited. As a result, there was no outstanding liability as of the balance sheet date.
Mintus Art Portfolio Limited
During the year the group transferred £200 to Mintus Art Portfolio Limited, a company in corporated in Grand Cayman and under management by Mintus Trading Limited. As at balance sheet date, the amount of £24,670 (2024: £24,470) is due from Mintus Art Portfolio Limited.