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Registered Number:SC362194 MINTRA LTD ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
MINTRA LTD
COMPANY INFORMATION
Directors | Gareth Gilbert
| Kevin H Short
Company secretary | Gareth Gilbert
Registered number | SC362194
Registered office | Offshore House
| Aberdeen Science and Energy Park
| Claymore Drive
| Aberdeen
| AB23 8GD
MINTRA LTD
CONTENTS
| Page
Strategic report | 1 - 2
Directors' report | 3
Directors' responsibilities statement | 4
Independent auditors' report | 5 - 8
Statement of comprehensive income | 9
Balance sheet | 10
Statement of changes in equity | 11
Statement of cash flows | 12
Analysis of net debt | 13
Notes to the financial statements | 14 - 30
MINTRA LTD
STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the strategic report for the year ended 31 December 2025.
Business review
Mintra is a global provider of on demand digital learning and enterprise Human Capital Management (HCM) software, delivering solutions to safety critical industries worldwide. Further information about our products and services is available at www.mintra.com. The Group is headquartered in Bergen, Norway, with additional offices in Oslo, Stavanger, Aberdeen, Amsterdam, Cyprus, Gothenburg, Hamburg and New Orleans. The company delivered a positive performance in 2025, with revenue increasing by 10% to £11,757,149 (2024: £10,688,315). Operating profit decreased to £303,140 (2024: £636,474). Senior Management will continue to monitor the cost base in line with the strategic goals of the company. Mintra monitors performance through a range of financial and non financial Key Performance Indicators (KPIs), which are reviewed by senior management on a monthly basis. These include:
| 2025 | 2024
| £'000 | £'000
Turnover | 11,757 | 10,688
Gross Profit | 7,492 | 7,595
EBITDA | 673 | 916
EBITDA % | 6% | 9%
CAPEX | 322 | 422
We remain committed to enhancing our business and strengthening the value we deliver to customers. During the year, the Group continued to invest in technology and product development, adding 22 new or refreshed courses to our content library (2024: 14). Our courseware is tightly curated and maintained on a scheduled update cycle to ensure legislative accuracy and alignment with industry standards. This provides users with confidence that their training is current, compliant, and supports safe operations. Outlook Mintra’s solutions are well positioned to benefit from long term global trends. Increased demand to document regulatory compliance and personnel training, are followed by customer request to support both environmental sustainability and cost awareness. Mintra supports customer demand by providing digital training, reducing both environmental impact, cost on travel/accommodation and training being accessible and available to the individual on demand. – People are our business. Independent market research indicates that the eLearning sector will continue to expand in 2026 and beyond. Growth is expected to be supported by our enhanced maritime eLearning library and broader digital training portfolio. We believe the company is well placed to capitalise on the accelerating digitalisation of training and workforce management. In response to evolving market conditions, Mintra continuously expanded and improved our digital footprint/solutions to strengthen customer retention, attract new contracts and increase cross sales between our products being offered. We will continue to embrace emerging technologies that enable customers to achieve learning outcomes efficiently and effectively. We remain confident in our ability to grow our customer base and broaden the adoption of Mintra’s key products across existing contracts. The market outlook is increasingly positive and supports our long term growth ambitions. Looking ahead to 2026, Mintra expects continued growth, both organically and through strategic acquisitions, supporting increased business activity. Page 1
MINTRA LTD
STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
Mintra operates a structured risk assessment framework, including annual risk analyses and quarterly follow up reporting. Risks are identified and categorised across five key areas: • Strategic risks • Operational risks • Compliance risks • Financial risks • Climate risks The objective of this process is to identify the most significant risks that could prevent Mintra from achieving its strategic goals. Each risk is assessed based on its likelihood and potential impact. Identified risk is assigned to a risk owner, who is responsible for ensuring that appropriate controls and mitigation actions are implemented. Risk owners also monitor developments and report changes in exposure. The company is exposed to several financial risks, including cash flow risk, credit risk, and liquidity risk. Cash Flow Risk The company is exposed to fluctuations in foreign currency exchange rates. Currency fluctuations 2024/2025 has been limited. Increased currency fluctuations on USD are expected in 2026. Substantial customer contracts in foreign currency are evaluated for hedge purposes to potentially mitigate currency exposure. Mintra UK has yet not established any FX hedge contracts. Credit Risk The company’s principal financial assets are bank balances and trade receivables. Credit risk primarily relates to trade debtors, which are presented net of provisions for doubtful debts. The company has no significant concentration of credit risk, with exposure spread across a large customer base. Liquidity Risk
The Group closely monitors working capital to ensure sufficient liquidity for ongoing operations and future development. The company has access to funds through the Group cash pool facility.
Geopolitical Environment
The global geopolitical environment remains highly uncertain, characterised by increased strategic rivalry, regional conflicts, and the growing use of economic and regulatory measures as policy tools. These developments continue to contribute to volatility in global markets, supply chains, energy prices and trade flows affecting our customer base in Maritime and Energy sector. While the company has not experienced any direct material impacts to date, ongoing geopolitical tensions may influence the broader macroeconomic environment and operating conditions. The company continues to monitor developments closely and considers geopolitical risk as part of its overall risk management and strategic planning processes. This report was approved by the board and signed on its behalf.
Gareth Gilbert Director
Date: 15 April 2026
Page 2
MINTRA LTD
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Results and dividends
The profit for the year, after taxation, amounted to £267,435 (2024 - £481,070). There were no dividends paid in the year (2024 - £nil).
Directors
The directors who served during the year were:
Gareth Gilbert
Kevin H Short
Disclosure of information to auditors
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's auditors are 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's auditors are aware of that information.
Auditors
The auditors, AAB Audit & Accountancy Limited, will 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.
Gareth Gilbert Director
Date: 15 April 2026
Page 3
MINTRA LTD
DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors are responsible for preparing the Strategic report, the Directors' report and the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 4
MINTRA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINTRA LTD
Opinion
We have audited the financial statements of Mintra Ltd (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Analysis of net debt, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The 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 company's affairs as at 31 December 2025 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company 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 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.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our 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. Page 5
MINTRA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINTRA LTD (CONTINUED)
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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the 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 4, 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 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 company or to cease operations, or have no realistic alternative but to do so. Page 6
MINTRA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINTRA LTD (CONTINUED)
Auditors' 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 Auditors' 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 financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation. We identified the greatest risk of material impact on the financial statements from irregularities including fraud to be: ∙Management override of controls to manipulate the company’s key performance indicators to meet targets; ∙Timing and completeness of revenue recognition; ∙Management judgement applied in calculating provisions; and ∙Compliance with relevant laws and regulations which directly impact the financial statements and those that the company needs to comply with for the purpose of trading. Our audit procedures to respond to these risks included: ∙Testing of journal entries and other adjustments for appropriateness; ∙Evaluating the business rationale of significant transactions outside the normal course of business; ∙Reviewing judgements made by management in their calculation of accounting estimates for potential management bias, including estimates with regard to revenue recognition; ∙Enquiries of management about litigation and claims and inspection of relevant correspondence; ∙Reviewing legal and professional fees to identify indications of actual or potential litigation, claims and any non-compliance with laws and regulations; and ∙Performing a disclosure checklist on the financial statements to ensure Companies Act 2006 requirements are satisfied. 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. 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 Auditors' report. Page 7
MINTRA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINTRA LTD (CONTINUED)
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 2006. Our 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 Auditors' 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. Christina Torrance (Senior statutory auditor) for and on behalf of AAB Audit & Accountancy Limited Statutory Auditor Kingshill View Prime Four Business Park Kingswells Aberdeen AB15 8PU 15 April 2026 Page 8
MINTRA LTD
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
| £ | £
Turnover | 4 | 11,757,149 | 10,688,315
Cost of sales |  | (4,264,656) | (3,092,947)
Gross profit |  | 7,492,493 | 7,595,368
Administrative expenses |  | (7,189,353) | (6,958,894)
Operating profit |  | 303,140 | 636,474
Interest receivable and similar income | 9 | 56,630 | 26,172
Interest payable and expenses | 10 | (297) | (18,548)
Profit before tax |  | 359,473 | 644,098
Tax on profit | 11 | (92,038) | (163,028)
Profit for the financial year |  | 267,435 | 481,070
There was no other comprehensive income for 2025 (2024:£nil).
The notes on pages 14 to 30 form part of these financial statements.
Page 9
MINTRA LTD REGISTERED NUMBER:SC362194
BALANCE SHEET AS AT 31 DECEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 459,199 |  | 619,563
Tangible assets | 13 |  | 786,090 |  | 673,600
|  |  | 1,245,289 |  | 1,293,163
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 14 | 4,843,238 |  | 3,893,679 |
Cash at bank and in hand | 15 | 313 |  | 472,527 |
|  | 4,843,551 |  | 4,366,206 |
Creditors: amounts falling due within one year | 16 | (4,506,472) |  | (4,373,172) |
Net current assets/(liabilities) |  |  | 337,079 |  | (6,966)
Total assets less current liabilities |  |  | 1,582,368 |  | 1,286,197
Provisions for liabilities |  |  |  |  |
Deferred tax | 18 | (111,034) |  | (82,298) |
|  |  | (111,034) |  | (82,298)
Net assets |  |  | 1,471,334 |  | 1,203,899
Capital and reserves |  |  |  |  |
Called up share capital | 19 |  | 501,063 |  | 501,063
Share premium account |  |  | 20,188 |  | 20,188
Profit and loss account |  |  | 950,083 |  | 682,648
|  |  | 1,471,334 |  | 1,203,899
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Gareth Gilbert
Director
Date: 15 April 2026
Page 10
MINTRA LTD
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 501,063 | 20,188 | 201,578 | 722,829
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 481,070 | 481,070
At 1 January 2025 | 501,063 | 20,188 | 682,648 | 1,203,899
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 267,435 | 267,435
At 31 December 2025 | 501,063 | 20,188 | 950,083 | 1,471,334
| The notes on pages 14 to 30 form part of these financial statements.
Page 11
MINTRA LTD
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | 267,435 | 481,070
Adjustments for: |  |
Amortisation of intangible assets | 220,264 | 186,905
Depreciation of tangible assets | 149,410 | 92,685
Interest paid | 297 | 18,548
Interest received | (56,630) | (26,172)
Taxation charge | 92,038 | 163,028
Decrease/(increase) in debtors | 176,685 | (1,130,553)
Increase in amounts owed by groups | (1,051,906) | (338,315)
Increase in creditors | 207,202 | 856,248
Corporation tax (paid)/received | (211,542) | 14,038
Net cash generated from operating activities | (206,747) | 317,482
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (59,900) | (52,750)
Purchase of tangible fixed assets | (261,900) | (389,093)
Interest received | 56,630 | 26,172
Net cash from investing activities | (265,170) | (415,671)
Cash flows from financing activities |  |
Interest paid | (297) | (18,548)
Net cash used in financing activities | (297) | (18,548)
Net (decrease) in cash and cash equivalents | (472,214) | (116,737)
Cash and cash equivalents at beginning of year | 472,527 | 589,264
Cash and cash equivalents at the end of year | 313 | 472,527
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 313 | 472,527
| 313 | 472,527
The notes on pages 14 to 30 form part of these financial statements.
Page 12
MINTRA LTD
ANALYSIS OF NET DEBT FOR THE YEAR ENDED 31 DECEMBER 2025
| At 1 January 2025 | Cash flows | At 31 December 2025
| £ | £ | £
Cash at bank and in hand | 472,527 | (472,214) | 313
| 472,527 | (472,214) | 313
The notes on pages 14 to 30 form part of these financial statements.
Page 13
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
Mintra Ltd. is a limited liability company incorporated in Scotland. The registered office is Offshore House Aberdeen Science and Energy Park, Claymore Drive, Aberdeen, Scotland, AB23 8GD. The principal activity of the company is to provide training and competency management services. 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 requirements and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations for at least a period of 12 months from the date of approval of these financial statements. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
| 2.3 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Page 14
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 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 company 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 company 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. Revenue for support services is therefore recognised proportionally over the performance of the service contract. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.
| 2.5 | Operating leases: the company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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 15
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.9 | Pensions
Defined contribution pension plan The Company contributes to a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in the Statement of comprehensive income 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 Company in independently administered funds.
| 2.10 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. 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 operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.11 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | IPR owned | - |  | 3 to 4 years
|  |  |  | Other intangibles | - |  | 3 to 4 years
Page 16
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.12 | 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:
|  |  |  | Freehold property | - | Straight line over the term of the lease
|  |  |  | Office equipment | - | 16-33% Straight line
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.
| 2.13 | Impairment of fixed assets
At each reporting date the Company reviews the carrying value of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount of an asset is the higher of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset, or cash generating unit. The present value calculation involves estimating the future cash inflows and outflows to be derived from continuing use of the asset, and from its ultimate disposal, applying an appropriate discount rate to those future cash flows. Where the recoverable amount of an asset is less than the carrying amount, an impairment loss is recognised immediately in the Statement of comprehensive income in administrative expenses.
| 2.14 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.15 | 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 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 company's cash management. Page 17
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.16 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.17 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.18 | Financial instruments
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's Balance sheet when the company 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 company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Page 18
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
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. Basic 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 company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. Page 19
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.18 | Financial instruments (continued)
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 company 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 company 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 company's contractual obligations expire or are discharged or cancelled.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
The preparation of financial statements, requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements. Useful economic life of tangible and intangible fixed assets Useful economic lives are determined based on the expected period over which the assets will generate economic benefits. Recoverability of aged debtors The company has significant balances due from trade debtors, and the assessment of recoverability requires management judgement. Provisions are determined primarily by reference to the ageing of invoices, supplemented by management’s assessment of the financial position, liquidity, and expected future cash flows of the counterparties. Valuation of intangible fixed assets The carrying value of the company’s capitalised software and digital learning content is supported by management’s assessment of value in use, which is based on cash flow forecasts and requires judgement in relation to the future economic benefits of the assets. Page 20
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
4. | Turnover
The total turnover of the Company for the year is derived from the provision of training and competency management services.
| A geographical analysis of turnover is not included, as the directors consider that it would be seriously prejudicial to the interests of the Company.
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible assets | 149,410 | 92,685
| Amortisation of intangible assets | 220,264 | 186,905
6. | Auditors' remuneration
| During the year, the company obtained the following services from the company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditors for the audit of the company's financial statements | 22,930 | 21,840
7. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 4,260,463 | 4,278,178
| Social security costs | 511,387 | 449,808
| Cost of defined contribution scheme | 423,266 | 397,724
|  | 5,195,116 | 5,125,710
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration | 52 | 51
|  | Operations | 20 | 23
|  | Management | 3 | 2
|  |  | 75 | 76
Page 21
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 469,262 | 688,324
| Company contributions to defined contribution pension schemes | 16,034 | 15,704
|  | 485,296 | 704,028
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £277,685 (2024 - £427,820).
| The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £nil (2024 - £nil).
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interest receivable from group companies | 55,326 | -
| Other interest receivable | 1,304 | 26,172
|  | 56,630 | 26,172
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loans from group undertakings | 192 | 18,548
| Other interest payable | 105 | -
|  | 297 | 18,548
Page 22
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 63,398 | 89,468
| Adjustments in respect of previous periods | (70) | 409
|  | 63,328 | 89,877
| Double taxation relief | (14,204) | (15,648)
|  | 49,124 | 74,229
| Foreign tax |  |
| Foreign tax on income for the year | 14,178 | 15,335
|  | 14,178 | 15,335
| Total current tax | 63,302 | 89,564
| Deferred tax |  |
| Origination and reversal of timing differences | 28,736 | 73,464
| Total deferred tax | 28,736 | 73,464
| Taxation on profit on ordinary activities | 92,038 | 163,028
Page 23
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 359,471 | 644,098
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | 89,868 | 161,025
| Effects of: |  |
| Fixed asset differences | 1,843 | 1,848
| Expenses not deductible for tax purposes | 423 | 877
| Foreign tax credits | (26) | (313)
| Adjustments to tax charge in respect of previous periods | (70) | (409)
| Total tax charge for the year | 92,038 | 163,028
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. Page 24
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
12. | Intangible assets
|  | Assets under development | IPR owned | Other intangibles | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 January 2025 | 8,716 | 976,700 | 153,892 | 1,139,308
| Additions | 59,900 | - | - | 59,900
| Transfer between classes | (56,624) | 56,624 | - | -
| At 31 December 2025 | 11,992 | 1,033,324 | 153,892 | 1,199,208
| Amortisation |  |  |  |
| At 1 January 2025 | - | 366,047 | 153,698 | 519,745
| Charge for the year on owned assets | - | 220,070 | 194 | 220,264
| At 31 December 2025 | - | 586,117 | 153,892 | 740,009
| Net book value |  |  |  |
| At 31 December 2025 | 11,992 | 447,207 | - | 459,199
| At 31 December 2024 | 8,716 | 610,653 | 194 | 619,563
| Assets under development are not amortised until the assets are completed.
Page 25
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
13. | Tangible fixed assets
|  | Freehold property | Office equipment | Total
|  | £ | £ | £
| Cost or valuation |  |  |
| At 1 January 2025 | 284,017 | 594,482 | 878,499
| Additions | - | 261,900 | 261,900
| At 31 December 2025 | 284,017 | 856,382 | 1,140,399
| Depreciation |  |  |
| At 1 January 2025 | 37,505 | 167,394 | 204,899
| Charge for the year on owned assets | 7,373 | 142,037 | 149,410
| At 31 December 2025 | 44,878 | 309,431 | 354,309
| Net book value |  |  |
| At 31 December 2025 | 239,139 | 546,951 | 786,090
| At 31 December 2024 | 246,512 | 427,088 | 673,600
Page 26
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
14. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,303,705 | 2,510,499
| Amounts owed by group undertakings | 1,916,304 | 865,271
| Other debtors | 23,629 | 46,836
| Prepayments and accrued income | 524,389 | 471,073
| Corporation tax | 75,211 | -
|  | 4,843,238 | 3,893,679
| Amounts owed by group undertakings are interest free and repayable on demand.
15. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 313 | 472,527
|  | 313 | 472,527
| Included within amounts owed by group undertakings is £1,792,218 (2024 - £nil) relating to a cash pool arrangement.
16. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 243,735 | 254,302
| Amounts owed to group undertakings | 796,772 | 797,645
| Corporation tax | - | 73,029
| Other taxation and social security | 243,622 | 349,440
| Other creditors | 56,465 | 59,509
| Accruals and deferred income | 3,165,878 | 2,839,247
|  | 4,506,472 | 4,373,172
| Amounts owed to group undertakings are repayable on demand.
Page 27
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
17. | Financial instruments
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 313 | 472,527
| Financial assets that are debt instruments measured at amortised cost | 4,307,447 | 3,526,801
|  | 4,307,760 | 3,999,328
| Financial liabilities |  |
| Financial liabilities measured at amortised cost | 1,630,811 | 1,428,839
| Financial assets measured at fair value through profit or loss comprise bank and cash balances.
| Financial assets that are debt instruments measured at amortised cost comprise trade and other debtors, accrued income and amounts owed by group undertakings.
| Financial liabilities measured at amortised cost comprise trade and other creditors, accruals and amounts owed to group undertakings.
18. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 82,298 | 6,804
| Charged to the profit or loss | 28,736 | 75,494
| At end of year | 111,034 | 82,298
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Accelerated capital allowances | 120,231 | 90,962
| Short term timing differences | 9,197 | 8,664
|  | 111,034 | 82,298
Page 28
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
19. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 50,000,000 (2024 - 50,000,000) Ordinary A shares of £0.01 each | 500,000 | 500,000
|  | 106,200 (2024 - 106,200) Ordinary B shares of £0.01 each | 1,062 | 1,062
|  | 100 (2024 - 100) Ordinary Z shares of £0.01 each | 1 | 1
|  |  | 501,063 | 501,063
| The Ordinary 'A' shares carry a right to vote and a right to dividends with no restrictions. The Ordinary 'B' shares carry no voting rights. The Ordinary 'Z' share carries no right to vote or dividends.
20. | Pension commitments
The amount recognised in the profit and loss as an expense in relation to defined contribution plans was £423,266 (2024 - £397,724). Contributions totaling £36,785 (2024 - £34,658) were payable to the fund at the year end and are included in creditors.
21. | Commitments under operating leases
| At 31 December 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | 45,300 | 45,300
| Between two and five years | 181,200 | 181,200
| Later than 5 years | 3,786,325 | 3,831,625
|  | 4,012,825 | 4,058,125
22. | Related party transactions
| The company has taken advantage of the exemption given under Financial Reporting Standard 102 section 33 which allows exemption from disclosure of related party transactions with other group companies.
Page 29
MINTRA LTD
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
23. | Controlling party
The company's immediate parent company is Mintra AS, a company incorporated in Norway. The company's ultimate parent company is Mintra Holding AS, a company registered in Norway. Copies of the consolidated financial statements of Mintra Holdings AS, the only financial statements to consolidate the results of the company, can be obtained from iPark, Postboks 8034, N 4068, Stavanger, Norway.
Page 30