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Company No: 12085226 (England and Wales)

MODERN SYNTHESIS LIMITED

Unaudited Financial Statements
For the financial year ended 31 December 2024
Pages for filing with the registrar

MODERN SYNTHESIS LIMITED

Unaudited Financial Statements

For the financial year ended 31 December 2024

Contents

MODERN SYNTHESIS LIMITED

STATEMENT OF FINANCIAL POSITION

As at 31 December 2024
MODERN SYNTHESIS LIMITED

STATEMENT OF FINANCIAL POSITION (continued)

As at 31 December 2024
Note 2024 2023
£ £
Fixed assets
Intangible assets 3 2,014,845 1,039,709
Tangible assets 4 227,993 287,614
2,242,838 1,327,323
Current assets
Debtors
- due within one year 5 315,729 355,205
- due after more than one year 5 104,371 104,371
Cash at bank and in hand 3,855,736 1,361,317
4,275,836 1,820,893
Creditors: amounts falling due within one year 6 ( 43,888) ( 190,976)
Net current assets 4,231,948 1,629,917
Total assets less current liabilities 6,474,786 2,957,240
Provision for liabilities 7 ( 72,800) ( 70,000)
Net assets 6,401,986 2,887,240
Capital and reserves
Called-up share capital 8 102 101
Share premium account 8,409,666 4,409,666
Profit and loss account ( 2,007,782 ) ( 1,522,527 )
Total shareholder's funds 6,401,986 2,887,240

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Modern Synthesis Limited (registered number: 12085226) were approved and authorised for issue by the Board of Directors. They were signed on its behalf by:

B D Reeve
Director

11 August 2025

MODERN SYNTHESIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
MODERN SYNTHESIS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the financial year ended 31 December 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Modern Synthesis Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the company's registered office is Modern Synthesis, Unit 12, Zennor Trade Park Zennor Road, Balham, London, SW12 0PS, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Statement of Financial Position and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover consists of sales from biomaterial manufacturing, grant funding and research and development contracts.

Employee benefits

Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Development costs 0 - 10 years straight line
Trademarks, patents and licences 0 - 20 years straight line
Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the company is expected to benefit. A provision is made for any impairment.

Trademarks, patents and licences

Separately acquired patents and trademarks are included at cost and amortised in equal annual instalments over the term that they protect. A provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Land and buildings 5 years straight line
Plant and machinery etc. 5 years straight line
Financial instruments

The Company only enters into basic financial instruments and 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 and from related parties and investments in non-puttable ordinary shares.

Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

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 the Statement of Income and Retained Earnings/Statement of Comprehensive Income.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if 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.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Financial assets and liabilities are offset and 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.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

2024 2023
Number Number
Monthly average number of persons employed by the company during the year, including directors 23 20

3. Intangible assets

Development costs Trademarks, patents
and licences
Total
£ £ £
Cost
At 01 January 2024 1,024,179 15,530 1,039,709
Additions 954,896 20,240 975,136
At 31 December 2024 1,979,075 35,770 2,014,845
Accumulated amortisation
At 01 January 2024 0 0 0
At 31 December 2024 0 0 0
Net book value
At 31 December 2024 1,979,075 35,770 2,014,845
At 31 December 2023 1,024,179 15,530 1,039,709

The directors have chosen to recognise development spending relating to innovation in the biomaterial manufacturing processes which is believed to give rise to future economic inflows to the company. No amortisation has been recognised to 31 December 2024 as the company has not yet started full commercial production.

Patents are filed, pending and further applications planned based on scientific discovery to date. No amortisation has been recognised to 31 December 2024 as the patents have not yet been granted.

4. Tangible assets

Land and buildings Plant and machinery etc. Total
£ £ £
Cost
At 01 January 2024 299,174 141,741 440,915
Additions 0 30,562 30,562
At 31 December 2024 299,174 172,303 471,477
Accumulated depreciation
At 01 January 2024 117,836 35,465 153,301
Charge for the financial year 59,835 30,348 90,183
At 31 December 2024 177,671 65,813 243,484
Net book value
At 31 December 2024 121,503 106,490 227,993
At 31 December 2023 181,338 106,276 287,614

5. Debtors

2024 2023
£ £
Debtors: amounts falling due within one year
Prepayments and accrued income 83,560 143,165
VAT recoverable 21,632 26,648
Corporation tax 210,426 182,739
Other debtors 111 2,653
315,729 355,205
Debtors: amounts falling due after more than one year
Other debtors 104,371 104,371

6. Creditors: amounts falling due within one year

2024 2023
£ £
Trade creditors 12,583 12,330
Amounts owed to parent undertakings 18,213 161,498
Other taxation and social security 0 300
Other creditors 13,092 16,848
43,888 190,976

7. Provision for liabilities

2024 2023
£ £
Other provisions 72,800 70,000

8. Called-up share capital

2024 2023
£ £
Allotted, called-up and fully-paid
102 Ordinary share shares of £ 1.00 each (2023: 101 shares of £ 1.00 each) 102 101

9. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

2024 2023
£ £
within one year 115,968 115,968
between one and five years 180,464 296,432
296,432 412,400

10. Related party transactions

Other related party transactions

2024 2023
£ £
Amounts owed to parent undertakings - Modern Synthesis Inc. 18,213 161,498

11. Ultimate controlling party

The Ultimate Parent Undertaking is Modern Synthesis Inc, which is an entity incorporated in the United States of America.