Company No:
Contents
| Note | 2025 | 2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Intangible assets | 5 |
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| Tangible assets | 6 |
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| 3,388,451 | 2,242,838 | |||
| Current assets | ||||
| Debtors | ||||
| - due within one year | 7 |
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| - due after more than one year | 7 |
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| Cash at bank and in hand |
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| 2,335,196 | 4,275,836 | |||
| Creditors: amounts falling due within one year | 8 | (
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| Net current assets | 2,256,774 | 4,231,948 | ||
| Total assets less current liabilities | 5,645,225 | 6,474,786 | ||
| Provision for liabilities | 9 | (
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| Net assets |
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| Capital and reserves | ||||
| Called-up share capital | 10 |
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| Share premium account |
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| Profit and loss account | (
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| Total shareholder's funds |
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The financial statements of Modern Synthesis Limited (registered number:
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J K Keane
Director |
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.
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 £.
The company remains in the pre-commercial scale-up phase and incurred a loss of £832,473 during the year (2024: £485,255). At 31 December 2025, the company had net assets of £5,569,513 (2024: £6,401,986) and cash at bank and in hand of £1,850,047 (2024: £3,855,736).
The directors have reviewed the company's cash flow forecasts covering a period of at least 12 months from the date of approval of the financial statements. In preparing these forecasts, the directors have considered existing cash resources and funding secured subsequent to the year end. Based on this assessment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing these financial statements.
Exchange differences are recognised in the Profit and Loss Account 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 consists of sales from biomaterial manufacturing and research and development contracts.
Defined contribution schemes
The company operates a defined contribution scheme. The amount charged to the Profit and Loss Account 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.
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 reporting 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 is 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.
Capitalised development costs are amortised over their estimated useful economic lives once the underlying product or process is available for commercial use. Prior to that date, the assets are reviewed for indicators of impairment at each reporting date.
| Development costs | not amortised |
| Trademarks, patents and licences |
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| Land and buildings |
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| Plant and machinery etc. |
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Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income.
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 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.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting 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.
Government grants are recognised under the performance model and measured at the fair value of the amount received or receivable. Grant income is recognised in other operating income when the related performance conditions have been satisfied, provided there is reasonable assurance that the company will comply with any conditions attached to the grant and that the grant will be received.
Wages costs have been capitalised based on the percentage of staff time dedicated to the development of biomaterial technology. This percentage is determined through management's judgement, using estimates of time spent during the financial year on design improvements and technological development.
Management exercises judgement in assessing whether there are indicators that the capitalised development costs may be impaired. Where indicators are identified, the recoverable amount is determined by reference to the higher of fair value less costs to sell and value in use. The value-in-use assessment requires estimates of future commercial revenues, margins, cash flows, the timing of commercialisation and an appropriate discount rate. Changes in these assumptions could result in a material adjustment to the carrying amount of the development costs.
Comparative figures have been re-presented to reclassify grant income of £328,593 from revenue to other operating income. The reclassification has no impact on profit for the year or net assets.
| 2025 | 2024 | ||
| Number | Number | ||
| Monthly average number of persons employed by the company during the year, including directors |
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| Development costs | Trademarks, patents and licences |
Total | |||
| £ | £ | £ | |||
| Cost | |||||
| At 01 January 2025 |
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| Additions |
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| At 31 December 2025 |
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| Accumulated amortisation | |||||
| At 01 January 2025 |
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| At 31 December 2025 |
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| Net book value | |||||
| At 31 December 2025 |
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| At 31 December 2024 |
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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 2025 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 2025 as the patents have not yet been granted.
| Land and buildings | Plant and machinery etc. | Total | |||
| £ | £ | £ | |||
| Cost | |||||
| At 01 January 2025 |
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| Additions |
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| At 31 December 2025 |
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| Accumulated depreciation | |||||
| At 01 January 2025 |
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| Charge for the financial year |
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| At 31 December 2025 |
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| Net book value | |||||
| At 31 December 2025 | 86,551 | 143,659 | 230,210 | ||
| At 31 December 2024 | 121,503 | 106,490 | 227,993 |
| 2025 | 2024 | ||
| £ | £ | ||
| Debtors: amounts falling due within one year | |||
| Trade debtors |
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| Prepayments and accrued income |
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| VAT recoverable |
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| Corporation tax |
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| Other debtors |
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| Debtors: amounts falling due after more than one year | |||
| Other debtors |
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| £ | £ | ||
| Trade creditors |
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| Amounts owed to parent undertakings |
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| Other taxation and social security |
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| Other creditors |
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| 2025 | 2024 | ||
| £ | £ | ||
| Other provisions |
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| 2025 | 2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
| 2025 | 2024 | ||
| £ | £ | ||
| Within one year |
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| Between one and five years |
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Pensions
The company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
| 2025 | 2024 | ||
| £ | £ | ||
| Unpaid contributions due to the fund (inc. in other creditors) |
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The company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the company is a wholly owned member.
The audit report was signed by Nadeem Kassim FCCA on behalf of BKL Audit LLP.
The immediate and ultimate Parent Undertaking is Modern Synthesis PBC, which is an entity incorporated in the United States of America.
In the opinion of the directors there is no ultimate controlling party.