Company registration number 13011787 (England and Wales)
MANA BIOSYSTEMS LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
MANA BIOSYSTEMS LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Statement of changes in equity
3
Notes to the financial statements
4 - 10
MANA BIOSYSTEMS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
5
1,141,190
328,151
Tangible assets
6
409
338
Investments
7
664
664
1,142,263
329,153
Current assets
Debtors
9
547,645
177,294
Cash at bank and in hand
89,597
41,028
637,242
218,322
Creditors: amounts falling due within one year
10
(445,547)
(138,128)
Net current assets
191,695
80,194
Net assets
1,333,958
409,347
Capital and reserves
Called up share capital
11
98
97
Share premium account
403,217
302,389
Other reserves
4,569
4,311
Profit and loss reserves
926,074
102,550
Total equity
1,333,958
409,347

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

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

MANA BIOSYSTEMS LIMITED
BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2023
31 December 2023
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 7 November 2024 and are signed on its behalf by:
Mr T S Stringer
Director
Company registration number 13011787 (England and Wales)
MANA BIOSYSTEMS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Share capital
Share premium account
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 December 2021
36
-
0
-
(1,084)
(1,048)
Period ended 31 December 2022:
Profit and total comprehensive income
-
-
-
103,634
103,634
Issue of share capital
11
61
302,389
-
-
302,450
Share based payments
12
-
-
4,311
-
0
4,311
Balance at 31 December 2022
97
302,389
4,311
102,550
409,347
Year ended 31 December 2023:
Profit and total comprehensive income
-
-
-
823,524
823,524
Issue of share capital
11
1
100,828
-
-
100,829
Share based payments
12
-
-
258
-
0
258
Balance at 31 December 2023
98
403,217
4,569
926,074
1,333,958
MANA BIOSYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
1
Accounting policies
Company information

Mana Biosystems Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Royal Institution, 21 Albemarle Street, London, W1S 4BS.

1.1
Reporting period

The comparative reporting period for the entity had been extended to 13 months. The current reporting period is 12 months. Comparative amounts presented in the financial statements, including the related notes, are not entirely comparable due to this comparative reporting period extension.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Prior period adjustments

Due to a change in accounting policy, the accounts have been restated to capitalise development expenditure as an intangible asset on the company's balance sheet. The change has resulted in profit available for distribution at 31 December 2022 increasing by £328,151.

1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
10 years straight line
Development costs
10 years straight line
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
3 years straight line
MANA BIOSYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.7
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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 (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash at bank only.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 corporation tax recoverable, amounts owed by group undertakings, other debtors, and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including other creditors and taxation and social security, 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. Financial liabilities classified as payable within one year are not amortised.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

MANA BIOSYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of the fixed assets.

1.14
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

1.15
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

MANA BIOSYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
7
3
4
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(106,679)
(37,169)
Adjustments in respect of prior periods
(39,983)
-
0
Total current tax
(146,662)
(37,169)
5
Intangible fixed assets
Patents & licences
Development costs
Total
£
£
£
Cost
At 1 January 2023
-
0
328,151
328,151
Additions
32,410
781,679
814,089
At 31 December 2023
32,410
1,109,830
1,142,240
Amortisation and impairment
At 1 January 2023
-
0
-
0
-
0
Amortisation charged for the year
1,050
-
0
1,050
At 31 December 2023
1,050
-
0
1,050
Carrying amount
At 31 December 2023
31,360
1,109,830
1,141,190
At 31 December 2022
-
0
328,151
328,151
MANA BIOSYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
6
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2023
434
Additions
222
At 31 December 2023
656
Depreciation and impairment
At 1 January 2023
96
Depreciation charged in the year
151
At 31 December 2023
247
Carrying amount
At 31 December 2023
409
At 31 December 2022
338
7
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
664
664
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Mana Biosystems (Kenya) Limited
Westpark Towers, Mpesi Lane Westlands, Nairobi, Kenya
Ordinary
100.00
9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Corporation tax recoverable
183,830
37,169
Amounts owed by group undertakings
117,393
34,695
Other debtors
246,422
105,430
547,645
177,294
MANA BIOSYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
10
Creditors: amounts falling due within one year
2023
2022
£
£
Taxation and social security
8,987
-
0
Other creditors
436,560
138,128
445,547
138,128
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
9,751
9,653
98
97

During the period, the company issued 98 Ordinary £0.01 shares for a total consideration of £100,829.

 

12
Share-based payment transactions
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£
£
Outstanding at 1 January 2023
585
-
0
0.01
-
0
Granted
-
0
585
-
0
0.01
Lapsed
(27)
-
0
0.01
-
0
Outstanding at 31 December 2023
558
585
0.01
0.01
Exercisable at 31 December 2023
-
0
-
0
-
0
-
0

The options outstanding at 31 December 2023 had an exercise price of £0.01, and a remaining contractual life of 7.25 years to 8.9 years.

Inputs were as follows:
2023
2022
Weighted average share price
257.96
246.73
Weighted average exercise price
0.01
0.01
Expected volatility
50.00
50.00
Expected life
10.00
10.00
Risk free rate
2.04
1.99

During the year, the company recognised total share-based payment expenses of £258 (2022 - £4,311) which related to equity settled share based payment transactions.

 

MANA BIOSYSTEMS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
13
Related party transactions

Included within other creditors falling due within one year are aggregated balances of £98,944 (2022: £29,944) due to the directors of the company. These loans are interest free and repayable on demand.

 

Included within debtors falling due within one year is a balance of £117,393 (2022: £34,695) owed by group undertakings. This loan is interest free and repayable on demand.

14
Prior period adjustment
Reconciliation of changes in equity
1 December
31 December
2021
2022
£
£
Adjustments to prior year
2022 Development costs capitalised
-
328,151
Equity as previously reported
(1,048)
81,196
Equity as adjusted
(1,048)
409,347
Analysis of the effect upon equity
Profit and loss reserves
(1,048)
328,151
Reconciliation of changes in (loss)/profit for the previous financial period
2022
£
Adjustments to prior year
2022 Development costs capitalised
328,151
Loss as previously reported
(224,517)
Profit as adjusted
103,634
Notes to reconciliation

Due to a change in accounting policy, the accounts have been restated to capitalise development expenditure as an intangible asset on the company's balance sheet. The change has resulted in profit available for distribution at 31 December 2022 increasing by £328,151.

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