ACCOUNTS - Final Accounts

Operating (loss)/profit

The operating (loss)/profit is stated after charging:

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Registered number: 05395143

SYMPROVE LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

SYMPROVE LTD

COMPANY INFORMATION

Directors	M Butler
	B Smith
	A D Gibbs


Registered number	05395143


Registered office	Sandy Farm
	The Sands
	Farnham
	Surrey
	GU10 1PX


Independent auditors	Shaw Gibbs (Audit) Limited
	Statutory Auditor
	Wey Court West
	Union Road
	Farnham
	Surrey
	GU9 7PT

SYMPROVE LTD

CONTENTS

	Page
Strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Statement of income and retained earnings	9
Statement of financial position	10 - 11
Notes to the financial statements	12 - 27

SYMPROVE LTD

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction

The company’s principal activity is the manufacture and sale of a water-based food supplement containing four strains of live and active bacteria to support the gut microbiome.

Business review

The results of the company for the financial year, as set out on page 9, show a loss on ordinary activities before tax of £1,079,533 (2021: profit of £1,852,240). The shareholders’ funds of the company total a surplus of £816,842 (2021: surplus of £1,580,855).

Principal risks and uncertainties

The following are considered the principal risks and uncertainties for the company:

Regulatory

A major incident in food safety could negatively impact customers’ trust in Symprove and could cause reputational damage to the brand. The company maintains the highest standards of food safety through the internal processes in place to monitor and enhance food hygiene and safety standards, a robust product testing regime and only sourcing high quality ingredients. These processes are assessed and validated as part of the company’s ISO 9001 certification: the re-certification audit for 2022-2025 was passed in May 2022 with no non- conformities or opportunities for improvement identified. The company also obtained the BRC Global Standard START! certification in August 2022.

Financial
The company’s operations expose it to a variety of financial risks that include the effects of credit risk and foreign exchange risk. The company specifically manages these risks to minimise their impact on financial performance.

∙Credit risk
As a D2C business the majority of the company’s sales are pre-authorised on debit/credit cards where credit risk is low. However, the company does have a number of retail customers which expose it to credit risk. The company closely monitors its outstanding debts and has implemented policies that require appropriate credit checks on potentially significant new customers before any sales are made. Customer credit limits are reviewed and updated periodically, and monthly ageing reviews are carried out and appropriate follow-up action is taken.

∙Currency risk
The company works with a distributor for sales in the Republic of Ireland who purchase in Euros, which means that the company is exposed to currency risks. Exposure is limited as the company seeks to naturally hedge this risk through better alignment of its Euro income and costs. In addition, the company also undertakes periodic spot transactions to convert currency balances into GBP to minimize currency risk.

Financial key performance indicators

The company monitors revenue growth, operating profit and cash flow monthly as its key financial performance measures.

Other key performance indicators

Non-financial measures such as key customer metrics are also monitored by the company.

Page 1

SYMPROVE LTD

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

This report was approved by the board and signed on its behalf.

A D Gibbs

Director

Date: 15 June 2023

Page 2

SYMPROVE LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Directors' responsibilities statement

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 judgments and accounting estimates that are reasonable and prudent;

∙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.

Results and dividends

The loss for the year, after taxation, amounted to £764,013 (2021 - profit £1,606,918).

A dividend has not been declared.

Directors

The directors who served during the year were:

M Butler

B Smith

A D Gibbs

Research and development activities

The company is committed to scientific research and testing to support the effectiveness of its products. Several scientific studies have been carried out focusing on the effectiveness of the products unique delivery system, gut function and how this is impacted by use of multi-strain live bacteria products.

Page 3

SYMPROVE LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

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.

This report was approved by the board and signed on its behalf.

A D Gibbs

Director

Date: 15 June 2023

Page 4

SYMPROVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYMPROVE LTD

Opinion

We have audited the financial statements of Symprove Ltd (the 'Company') for the year ended 31 December 2022, which comprise the Statement of income and retained earnings, the Statement of financial position 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 2022 and of its loss 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.

Page 5

SYMPROVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYMPROVE LTD (CONTINUED)

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.

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 3, 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

SYMPROVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYMPROVE 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 gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focused on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation.
Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Page 7

SYMPROVE LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYMPROVE LTD (CONTINUED)

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.

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.

Stephen South FCA (Senior statutory auditor)

for and on behalf of

Shaw Gibbs (Audit) Limited

Statutory Auditor

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT

27 June 2023

Page 8

SYMPROVE LTD

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2022

	2022	2021
Note	£	£


Turnover	4	15,877,119	13,230,667
Cost of sales		(4,153,884)	(3,059,266)
Gross profit		11,723,235	10,171,401
Administrative expenses		(12,819,843)	(8,416,942)
Operating (loss)/profit	5	(1,096,608)	1,754,459
Interest receivable and similar income	9	600,000	600,000
Interest payable and similar expenses	10	(582,925)	(502,219)
(Loss)/profit before tax		(1,079,533)	1,852,240
Tax on (loss)/profit	11	315,520	(245,322)
(Loss)/profit after tax		(764,013)	1,606,918



Retained earnings at the beginning of the year	1,455,655	(151,263)
	1,455,655	(151,263)
(Loss)/profit for the year	(764,013)	1,606,918
Retained earnings at the end of the year	691,642	1,455,655

There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of income and retained earnings.

The notes on pages 12 to 27 form part of these financial statements.

Page 9

SYMPROVE LTD

REGISTERED NUMBER: 05395143

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2022

		2022		2021
Note		£		£

Fixed assets
Intangible assets	12		1,403,528		1,310,757
Tangible assets	13		819,046		693,273
			2,222,574		2,004,030
Current assets
Stocks	14	314,901		298,082
Debtors: amounts falling due within one year	15	7,856,013		7,213,199
Cash at bank and in hand	16	887,426		1,223,880
		9,058,340		8,735,161
Creditors: amounts falling due within one year	17	(4,547,679)		(2,906,184)
Net current assets			4,510,661		5,828,977
Total assets less current liabilities			6,733,235		7,833,007
Creditors: amounts falling due after more than one year	18		(5,916,393)		(5,946,393)
Provisions for liabilities
Deferred tax	20	-		(305,759)
			-		(305,759)
Net assets			816,842		1,580,855

Capital and reserves
Called up share capital	21	229	229
Share premium account	22	124,971	124,971
Profit and loss account	22	691,642	1,455,655
		816,842	1,580,855

Page 10

SYMPROVE LTD

REGISTERED NUMBER: 05395143

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2022

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A D Gibbs

Director

Date: 15 June 2023

The notes on pages 12 to 27 form part of these financial statements.

Page 11

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.	General information

Symprove Ltd (registered number 05395143) is a private company limited by shares and incorporated in England & Wales.
The registered office is Sandy Farm, The Sands, Farnham, Surrey, GU10 1PX.

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 Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of BD-C Feeling Midco Limited as at 31 December 2022 and these financial statements may be obtained from Companies House, CrownWay, Cardiff, CF14 3UZ.

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 12

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

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.

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.

2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 13

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.10

Pensions

Defined contribution pension plan

The Company operates 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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.11

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 reporting 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 reporting 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 reporting date.

Page 14

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.12

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.
Development costs which are directly attributable to a product are recognised as intangible assets when the following criteria are met:

∙it is technically feasible to complete an intangible asset which will be available for use;

∙management intends to complete the intangible asset and use or sell it;

∙there is an ability to use or sell the intangible asset;

∙it can be demonstrated that the intangible asset will generate probable future economic benefits;

∙adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and

∙the expenditure attributable to the intangible asset during its development can be reliably
measured.

Other development expenses that do not meet these criteria are recognised in the profit and loss as
an expense in the period. Development costs previously expensed are not recognised as an asset in
a subsequent period.

The estimated useful lives range as follows:

Patents	-	10	years
Development expenditure	-	10	years
Software	-	5	years

2.13

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.

Page 15

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line and reducing balance methods..

Depreciation is provided on the following basis:

Property improvements	-	10% straight line
Plant and machinery	-	10% straight line
Motor vehicles	-	25% reducing balance
Office equipment	-	25% straight line
Assets under construction	-	Depreciated once complete

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.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.15

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.

2.16

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.

2.17

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.

Page 16

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.

2.19

Financial instruments

The Company only enters into basic financial instrument 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 related parties and investments in ordinary shares.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

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.

Critical judgements in applying the company’s accounting policies:

Capitalisation of development costs

Assessing whether the company’s research and development expenditure meets the criteria to be capitalised as intangible assets (as set out in note 2.12) requires judgement. The directors consider the outcome of R&D activities and assess the degree of certainty attached to the flow of future economic benefits that are attributable to the use of the asset on

Key sources of estimation uncertainty:

In the opinion of the directors there are currently no critical accounting estimates.

Turnover

All turnover arose from the sale of goods from the company's principal activity.

Analysis of turnover by country of destination:

					2022	2021
					£	£

United Kingdom	12,587,351	10,673,871
Rest of the world	3,289,768	2,556,796
	15,877,119	13,230,667

Page 17

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

	Research & development charged as an expense	178,970	114,570
	Exchange differences	(1,571)	43,376

Fees payable to the Company's auditors for the audit of the Company's financial statements

26,500

23,849

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

7.	Employees
		2022	2021
		£	£

Wages and salaries	3,752,819	2,544,943
Social security costs	348,664	206,377
Pension costs	45,581	25,181
	4,147,064	2,776,501

The average monthly number of employees, including the directors, during the year was as follows:

	2022	2021
	No.	No.

Employees	58	45

Page 18

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

8.	Directors' remuneration
		2022	2021
		£	£

Directors' emoluments	595,728	598,436
Company contributions to defined contribution pension schemes	807	-
	596,535	598,436

	During the year retirement benefits were accruing to 1 director (2021 - NIL) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £284,726 (2021 - £284,960).
	The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2021 - £NIL).

9.	Interest receivable
		2022	2021
		£	£

Other interest receivable

600,000

10.	Interest payable and similar expenses
		2022	2021
		£	£

Other loan interest payable

582,925

502,219

Page 19

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Corporation tax
Current tax on profits in the year	(42,450)	-

Total current tax	(42,450)	-

Deferred tax
Movement in the year	(273,070)	245,322
Total deferred tax	(273,070)	245,322


	Taxation on (loss)/profit on ordinary activities	(315,520)	245,322

(Loss)/profit on ordinary activities before tax

(1,079,533)

1,852,240

(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	(205,111)	351,926
Effects of:
Non-tax deductible amortisation	23,540	-
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	13,632	3,545
Capital allowances for year in excess of depreciation	(93,805)	(5,487)
Utilisation of tax losses	-	(154,362)
Other timing differences leading to an increase (decrease) in taxation	63,425	-
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	(36,529)	4,036
Changes in provisions leading to an increase (decrease) in the tax charge	271	(2,024)
Unrelieved tax losses carried forward	192,127	-
Group relief	-	(197,634)
Deferred tax movement	(273,070)	245,322
Total tax charge for the year	(315,520)	245,322

Page 20

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

11.Taxation (continued)

Factors that may affect future tax charges

The government has announced and enacted an increase in the rate of corporation tax for companies making taxable profits in excess of £250,000 from 19% to 25% from 1 April 2023.
The company has unrelieved tax losses of £1,011,196 and tax losses of £313,044 from the group, to use against the future profits of the business.

12.	Intangible assets

	Patents	Development expenditure	Software	Assets under construction	Total
	£	£	£	£	£
Cost
At 1 January 2022	234,194	1,492,945	490,649	-	2,217,788
Additions	83,493	36,135	257,372	11,673	388,673
At 31 December 2022	317,687	1,529,080	748,021	11,673	2,606,461
Amortisation
At 1 January 2022	129,395	688,898	88,738	-	907,031
Charge for the year on owned assets	25,309	140,710	129,883	-	295,902
At 31 December 2022	154,704	829,608	218,621	-	1,202,933
Net book value
At 31 December 2022	162,983	699,472	529,400	11,673	1,403,528
At 31 December 2021	104,799	804,047	401,911	-	1,310,757

Page 21

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

13.	Tangible fixed assets

	Property improvements	Plant and machinery	Motor vehicles	Office equipment
	£	£	£	£
Cost
At 1 January 2022	149,439	913,024	20,940	186,024
Additions	49,027	195,297	-	47,814
Disposals	-	(74,750)	(20,940)	-
At 31 December 2022	198,466	1,033,571	-	233,838
Depreciation
At 1 January 2022	30,266	394,888	12,913	138,087
Charge for the year on owned assets	16,868	76,406	191	23,447
Disposals	-	(19,017)	(13,104)	-
At 31 December 2022	47,134	452,277	-	161,534
Net book value
At 31 December 2022	151,332	581,294	-	72,304
At 31 December 2021	119,173	518,136	8,027	47,937

Page 22

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

13.Tangible fixed assets (continued)

	Assets under construction	Total
	£	£
Cost
At 1 January 2022	-	1,269,427
Additions	14,116	306,254
Disposals	-	(95,690)
At 31 December 2022	14,116	1,479,991
Depreciation
At 1 January 2022	-	576,154
Charge for the year on owned assets	-	116,912
Disposals	-	(32,121)
At 31 December 2022	-	660,945
Net book value
At 31 December 2022	14,116	819,046
At 31 December 2021	-	693,273

14.	Stocks
		2022	2021
		£	£

Raw materials and consumables	284,513	267,797
Work in progress (goods to be sold)	5,345	5,032
Finished goods and goods for resale	25,043	25,253
	314,901	298,082

Page 23

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

15.

Debtors

					2022	2021
					£	£


Trade debtors	684,252	313,161
Amounts owed by group undertakings	5,321,257	5,321,257
Other debtors	1,752	4,446
Prepayments and accrued income	1,760,730	1,574,335
Corporation tax repayable	42,450	-
Deferred taxation	45,572	-
	7,856,013	7,213,199

16.	Cash and cash equivalents
		2022	2021
		£	£

	Cash at bank and in hand	887,426	1,223,880

17.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Trade creditors	1,120,744	403,534
Amounts owed to group undertakings	1,154,479	1,076,212
Other taxation and social security	241,864	162,306
Other creditors	62,615	49,568
Accruals and deferred income	1,967,977	1,214,564
	4,547,679	2,906,184

Page 24

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

18.	Creditors: Amounts falling due after more than one year
		2022	2021
		£	£

Other loans	3,863,699	3,863,699
Amounts owed to group undertakings	2,052,694	2,082,694
	5,916,393	5,946,393

The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
	2022	2021
	£	£

Repayable by instalments

2,052,694

2,082,694

The amounts owed to group undertakings relates to a formal intercompany loan. The loan is repayable in full no later than 10 July 2030. Interest is accruing on the principal balance of 12% per annum.



Amounts falling due 2-5 years
Other loans	3,863,699	3,863,699

The other loans balance relates to unsecured loan notes issued. These are repayable on 9 July 2025 and are currently accruing interest of 8.64% per annum.

20.	Deferred taxation

		2022
		£

	At beginning of year	(305,759)
	Charged to profit or loss	351,331
	At end of year	45,572

Page 25

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

20.Deferred taxation (continued)

The deferred taxation balance is made up as follows:
	2022	2021
	£	£

Fixed asset timing differences	(372,339)	(308,800)
Short term timing differences	86,851	3,041
Tax losses	331,060	-
	45,572	(305,759)

21.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

22,858 (2021 - 22,858) Ordinary shares of £0.01 each	229	229

22.

Reserves

Share premium account

The share premium account represents the amount paid in excess of the nominal value for equity share capital.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of other adjustments.

Contracted for but not provided in these financial statements

162,583

28,172

Page 26

SYMPROVE LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

Not later than 1 year	417,160	208,929
Later than 1 year and not later than 5 years	261,024	-
	678,184	208,929

25.	Related party transactions
	The company has taken advantage of the exemption conferred by Financial Reporting Standard 102 not to disclose transactions with members of the group headed by BD-C Feeling Midco Limited on the grounds that 100% of the voting rights in the company are controlled within that group.

26.	Post balance sheet events

On 1 February 2023 bd-c Feeling Bidco Limited (a fellow group company) entered into a 3 year £3m revolving credit facility with Investec Bank Plc. The facility bears interest at base rate plus 4% with a commitment fee of 1.6% on any undrawn amount. The facility is secured by a fixed and floating charge over the assets of bd-c Feeling Bidco Limited and its subsidiaries.

27.	Controlling party

The immediate controlling party of Symprove Ltd is Symprove Holdings Limited, whose registered office is Sandy Farm, The Sands, Farnham, Surrey, GU10 1PX.
The parent undertaking of the largest group, which includes Symprove Ltd and for which group accounts are prepared is BD-C Feeling Midco Limited, a company incorporated in England & Wales. Copies of the group financial statements of BD-C Feeling Midco Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling entity is considered to be BD-Capital Partners Management (Guernsey) Limited, whose registered office is North Suite 2, Town Mills, Rue du Pre, St Peter Port, Guernsey, GY1 1LT

Page 27