Company registration number 04320952 (England and Wales)
MINERVA SCIENTIFIC LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
MINERVA SCIENTIFIC LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 9
MINERVA SCIENTIFIC LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
3
995,350
1,088,842
Current assets
Stocks
41,446
47,909
Debtors
4
187,129
217,941
Cash at bank and in hand
138,752
147,545
367,327
413,395
Creditors: amounts falling due within one year
5
(368,741)
(389,423)
Net current (liabilities)/assets
(1,414)
23,972
Total assets less current liabilities
993,936
1,112,814
Provisions for liabilities
6
(91,192)
(108,058)
Net assets
902,744
1,004,756
Capital and reserves
Called up share capital
8
40,105
40,105
Share premium account
1
1
Capital redemption reserve
199,901
199,901
Profit and loss reserves
662,737
764,749
Total equity
902,744
1,004,756

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

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

The financial statements were approved by the board of directors and authorised for issue on 21 January 2025 and are signed on its behalf by:
Dr F J Stubbins
Director
Company Registration No. 04320952
MINERVA SCIENTIFIC LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Share capital
Share premium account
Capital redemption reserve
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2022
40,105
1
199,901
879,607
1,119,614
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
-
(114,858)
(114,858)
Balance at 31 December 2022
40,105
1
199,901
764,749
1,004,756
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
-
(102,012)
(102,012)
Balance at 31 December 2023
40,105
1
199,901
662,737
902,744
MINERVA SCIENTIFIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
1
Accounting policies
Company information

Minerva Scientific Limited is a private company limited by shares incorporated in England and Wales. The registered office is Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, United Kingdom, ME9 8AZ.

1.1
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.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, however these resources are very much dependant upon the financial position of the parent undertaking, Tentamus UK Limited. The directors note that Tentamus UK limited has recorded a substantial loss for the year ended 31 December 2023 and is reliant upon its parent undertaking for financial support to continue to trade. Based upon this support being given the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover represents revenue from the provision of specialist laboratory analytical services.

Revenue from contracts for the provision of professional services is recognised by reference to the group's internal policy which incorporates stages of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is estimated by reference to incurred costs, mainly in relation to contractual hourly staff rates and materials.

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
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, 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:

Freehold buildings
4% and 15% - Straight line
Plant and equipment
15% - Straight line
Fixtures and fittings
15% - Straight line
Computers
33% - Straight line
MINERVA SCIENTIFIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -

Freehold land is not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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).

1.7
Stocks

Stock comprises consumables, columns and chemicals used in testing. Consumables and chemicals are held at cost less any provision against items with short expiry dates. Columns are a semi-consumable used in lab testing. They are recognised initially at cost and subsequently amortised over a 5 year period.

Work in progress in relation to all business lines is calculated at 75% of the order value, multiplied by a fixed percentage determined by the stage of the testing cycle.

1.8
Cash and cash equivalents

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

1.9
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 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.

MINERVA SCIENTIFIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.10
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.11
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.

1.12
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 stock or fixed assets.

 

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

 

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

MINERVA SCIENTIFIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Employees

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

2023
2022
Number
Number
Total
17
17
3
Tangible fixed assets
Freehold buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2023
857,416
2,106,560
270,067
89,379
3,323,422
Additions
-
0
99,480
8,226
2,739
110,445
Disposals
-
0
(693,672)
(39,521)
(26,042)
(759,235)
At 31 December 2023
857,416
1,512,368
238,772
66,076
2,674,632
Depreciation and impairment
At 1 January 2023
378,871
1,539,769
220,920
95,020
2,234,580
Depreciation charged in the year
33,032
152,660
16,161
1,442
203,295
Eliminated in respect of disposals
-
0
(693,672)
(39,521)
(26,042)
(759,235)
Other changes
-
0
6,946
-
0
(6,304)
642
At 31 December 2023
411,903
1,005,703
197,560
64,116
1,679,282
Carrying amount
At 31 December 2023
445,513
506,665
41,212
1,960
995,350
At 31 December 2022
478,545
566,791
49,147
(5,641)
1,088,842
MINERVA SCIENTIFIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
4
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
124,801
173,539
Amounts owed by group undertakings
22,911
12,325
Other debtors
39,417
32,077
187,129
217,941
5
Creditors: amounts falling due within one year
2023
2022
£
£
Bank loans
199,996
237,471
Trade creditors
72,206
56,329
Amounts owed to group undertakings
6,000
6,000
Taxation and social security
56,685
54,627
Other creditors
33,854
34,996
368,741
389,423
6
Provisions for liabilities
2023
2022
£
£
Deferred tax liabilities
7
91,192
108,058
7
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
91,192
108,058
2023
Movements in the year:
£
Liability at 1 January 2023
108,058
Credit to profit or loss
(16,866)
Liability at 31 December 2023
91,192
MINERVA SCIENTIFIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
40,100
40,100
40,100
40,100
Ordinary B of £1 each
1
1
1
1
Ordinary C of £1 each
1
1
1
1
Ordinary D of £1 each
1
1
1
1
Ordinary E of £1 each
1
1
1
1
Ordinary F of £1 each
1
1
1
1
40,105
40,105
40,105
40,105
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was qualified and the auditor reported as follows:

Qualified Opinion

We have audited the financial statements of Minerva Scientific Limited (the 'company') for the year ended 31 December 2023 which comprise , the balance sheet, the statement of changes in equity and notes to the financial statements, including 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, except for the effects of the matter described in the basis for qualified opinion paragraph, the financial statements:

Basis for qualified opinion

Due to unforeseen circumstances we were unable to observe the counting of physical inventories at the end of the previous year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 2022, which are included in the balance sheet at £47,909, by using other audit procedures. Consequently we were unable to determine whether any adjustment to this amount was necessary. We were however able to attend the counting of physical inventories at the year ended 31 December 2023 and therefore our qualification is in respect of the opening balances only.

 

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 Auditor's 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 UK, including the FRC’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 qualified opinion.

MINERVA SCIENTIFIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
9
Audit report information
(Continued)
- 9 -

Material uncertainty related to going concern

We draw attention to note 1.2 in the financial statements, which indicates that the company's ability to continue as a going concern is very much dependant upon the financial position of the parent undertaking, Tentamus UK Limited. The directors note that Tentamus UK limited has recorded a substantial loss for the year ended 31 December 2023 and is reliant upon its parent undertaking for financial support to continue to trade.

 

As stated in note 1.2, these events or conditions, along with other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Senior Statutory Auditor:
Mr Paul Tyler
Statutory Auditor:
Azets Audit Services
10
Financial commitments, guarantees and contingent liabilities

Glas Trust Corporation Limited holds a debenture, as security agent, dated 19 August 2016 over the assets of the company. This debenture is part of a cross corporate guarantee provided for a facility granted to Tentamus Group GmbH.

11
Parent company

The parent of the smallest group for which consolidated financial statements are drawn up, and of which the company is a member, is Tentamus UK Limited and its registered office is Building 170, Abbott Drive, Kent Science Park, Sittingbourne, Kent, ME9 8AZ, United Kingdom.

 

The directors consider the ultimate controlling party to be BC Partners LLP.

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