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Synventive Acquisition UK Limited

Registered number: 05381782
Annual Report
For the year ended 31 December 2022

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
COMPANY INFORMATION


Directors
D W McNeilly 
M V Kennedy 




Registered number
05381782



Registered office
The Pinnacle
160 Midsummer Boulevard

Milton Keynes

MK9 1FF




Independent auditor
Mazars LLP
Chartered Accountants & Statutory Auditor

90 Victoria Street

Bristol

BS1 6DP





 
SYNVENTIVE ACQUISITION UK LIMITED
 

CONTENTS



Page
Strategic report
 
1 - 2
Directors' report
 
3 - 4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Statement of comprehensive income
 
10
Statement of financial position
 
11
Statement of changes in equity
 
12
Notes to the financial statements
 
13 - 26


 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the audited financial statements for Synventive Acquisition UK Limited ('the company') for the year ended 31 December 2022.

Business review
 
There was a profit for the year after taxation amounting to £516,396 (2021: loss of £2,019,980). 
The directors do not recommend payment of an ordinary dividend this year (2021: £nil). 
The company continues to be a holding company. There was a loss in the year due to the net impact of interest payable/receivable on intercompany loans.

Principal risks and uncertainties
 
a.Treasury operations 
The company’s parent operates a centralised treasury function on behalf of the company which is responsible for managing the liquidity, interest and foreign currency risks associated with the company’s activities. The company has borrowings in the form of loans from group undertakings. 
b. Liquidity risk
The company’s parent manages its cash requirements centrally to maximise interest income and minimise interest expense, whilst ensuring that the company has sufficient liquid resources to meet the operating needs of its business.
c. Interest rate risk
The company is exposed to variable interest rate risk on one loan from group undertakings.   
d. Foreign currency risk
The company is exposed to foreign currency exchange gains and losses on balances with group undertakings. At the period end there were no commitments to forward purchase any foreign currency.  

Financial key performance indicators
 
Given the straightforward nature of the business the company’s directors are of the opinion that no added value would be achieved in detailing KPIs for a fuller understanding of the development, performance and position of the company.

Future developments

The directors expect the company to continue with the level of trading into the foreseeable future, based on the current strategies.

Page 1

 
SYNVENTIVE ACQUISITION UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Section 172(1) statement

The likely consequences of any decision in the long term
There are no intentions to change the structure or purpose of this legal entity.
The interests of the company’s employees
The company has no employees.
The need to foster the company’s business relationships with suppliers, customers and others
The companies only purpose is to hold shares of subsidiaries and it does not have any customers or suppliers or other external relationships to take into consideration.
The impact of the company’s operations on the community and the environment
The company has no operating business and therefore does not impact the community and environment.
The desirability of the company maintaining a reputation for high standards of business conduct
Synventive Acquisition UK Limited is part of Barnes Group INC, a publicly traded US company who maintains high ethical standards and operates under a code of conduct.
The need to act fairly as between shareholders of the company
The company is held by one ultimate shareholder, so there is no suspense between shareholders to be managed.
 

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



M V Kennedy
Director

Date: 16 February 2024

Page 2

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their annual report and the audited financial statements of Synventive Acquisitions UK Limited ('the company') for the year ended 31 December 2022.

Principal activity

The company is the holding company of Synventive Molding Solutions LLC, Synventive Acquisition GmbH, Synventive Acquisition BV and their respective subsidiaries which are engaged in the development, manufacturing and trading of injection moulding applications.

Results and dividends

The profit for the year, after taxation, amounted to £516,396 (2021: loss of £2,019,980).

The directors do not recommend payment of an ordinary dividend this year (2021: £nil).

Directors

The directors who served during the year and to the date of this report were:

D W McNeilly 
M V Kennedy 
K P Peya (resigned 30 June 2022)
C G Schäfer (appointed 30 June 2022, resigned 23 August 2023)

Matters covered in the Strategic report

The company has chosen in accordance with the Companies Act 2006, s414C(11) to set out in the company’s strategic report in formation required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the directors’ report have been omitted as they are included in the strategic report on pages 1 to 2. These matters relate to  future developments.

Going concern

The financial statements have been prepared on a going concern basis. The company has net liabilities at the year end, and is dependent upon other group companies for funding. The company will remain dependent upon this funding until such a time as it has generated sufficient cash through profitable activities to enable it to meet its liabilities as and when they fall due. As disclosed in note 14 to the financial statements the company has a loan from group undertakings that is repayable on 26 August 2026.
The ultimate parent company has confirmed to the directors that it will continue to make funding available to enable the company to meet its liabilities as and when they fall due for at least 12 months from the date of signing these financial statements, and the directors have therefore prepared the financial statements on a going concern basis. Should such funding not be forthcoming, the going concern basis of preparation may no longer be appropriate, and significant adjustments may be required to these financial statements.

Page 3

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Third party indemnity

The group has provided to all directors limited indemnities in respect of the cost of defending claims against them and third party liabilities. These are all third party indemnity provisions for the purpose of the Companies Act 2006 and are all currently in force. 

Provision 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.

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditor

The auditorsMazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





M V Kennedy
Director

Date: 16 February 2024

Page 4

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors are responsible for preparing the strategic report, the directors' report and the audited financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have elected to prepare the audited 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 audited 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 audited financial statements, the directors are required to:

select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 2006They 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.

Page 5

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNVENTIVE ACQUISITION UK LIMITED
 

Opinion

We have audited the financial statements of Synventive Acquisition UK Limited (the ‘company’) for the year ended 31 December 2022 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, 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 FRS 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 profit 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 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 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.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.
Page 6

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNVENTIVE ACQUISITION UK LIMITED
 

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.

Opinions 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 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.

Page 7

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNVENTIVE ACQUISITION UK LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 intend either to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor’s 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
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. 

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006. 
Page 8

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SYNVENTIVE ACQUISITION UK LIMITED
 

In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to impairment and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit 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 auditor's 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.




Jonathan Marchant (Senior statutory auditor)

  
for and on behalf of Mazars LLP
Chartered Accountants and Statutory Auditor 
90 Victoria Street
Bristol
BS1 6DP

8 March 2024
Page 9

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Administrative expenses
  
(649)
(155,780)

Other operating income
 5 
968,602
-

Operating profit/(loss)
  
967,953
(155,780)

Interest receivable and similar income
 9 
3,821,751
1,014,812

Interest payable and similar expenses
 10 
(3,894,715)
(3,018,981)

Profit/(loss) before tax
  
894,989
(2,159,949)

Tax on profit/(loss)
 11 
(378,593)
139,969

Profit/(loss) for the financial year
  
516,396
(2,019,980)

Other comprehensive income
  
-
-

Total comprehensive income/(loss) for the year
  
516,396
(2,019,980)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 26 form part of these financial statements.

Page 10

 
SYNVENTIVE ACQUISITION UK LIMITED
REGISTERED NUMBER: 05381782

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Investments in subsidiaries
 12 
40,164,825
40,164,825

  
40,164,825
40,164,825

Current assets
  

Debtors: amounts falling due after more than one year
 13 
61,131,913
52,954,545

Debtors: amounts falling due within one year
 13 
7,163,866
6,614,872

Cash and cash equivalents
  
2,227
2,787

  
68,298,006
59,572,204

Creditors: amounts falling due within one year
 14 
(91,805,440)
(127,785,336)

Net current liabilities
  
 
 
(23,507,434)
 
 
(68,213,132)

Total assets less current liabilities
  
16,657,391
(28,048,307)

Creditors: amounts falling due after more than one year
 15 
(44,189,302)
-

  

Net liabilities
  
(27,531,911)
(28,048,307)


Capital and reserves
  

Called up share capital 
 17 
14,000,001
14,000,001

Share premium account
 18 
17,353,059
17,353,059

Profit and loss account
 18 
(58,884,971)
(59,401,367)

Total equity
  
(27,531,911)
(28,048,307)


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




M V Kennedy
Director

Date: 16 February 2024

Page 11

 
SYNVENTIVE ACQUISITION UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Retained earnings
Total equity

£
£
£
£


At 1 January 2021
14,000,001
17,353,059
(57,381,387)
(26,028,327)


Comprehensive loss for the year

Loss for the year
-
-
(2,019,980)
(2,019,980)
Total comprehensive loss for the year
-
-
(2,019,980)
(2,019,980)



At 1 January 2022
14,000,001
17,353,059
(59,401,367)
(28,048,307)


Comprehensive income for the year

Profit for the year
-
-
516,396
516,396
Total comprehensive income for the year
-
-
516,396
516,396


At 31 December 2022
14,000,001
17,353,059
(58,884,971)
(27,531,911)


The notes on pages 13 to 26 form part of these financial statements.

Page 12

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Synventive Acquisition UK Limited is a private company limited by shares registered in England and Wales. The address of its registered office is The Pinnacle, 160 Midsummer Boulevard, Milton Keynes, MK9 1FF, United Kingdom.
The company is the holding company of Synventive Molding Solutions LLC, Synventive Acquisition GmbH, Synventive Acquisition BV and their respective subsidiaries which are engaged in the development, manufacturing and trading of injection moulding applications.


2.


Statement of compliance

The individual financial statements of Synventive Acquisition UK Limited for the year ended 31 December 2022 have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, ''The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland'' (''FRS 102'') and the Companies Act 2006. 

3.Accounting policies

The financial statements have been prepared in accordance with applicable accounting standards. 

  
3.1

Basis of preparation of financial statements

The financial statements are prepared under the historical cost convention. 
The company, itself a subsidiary company, is exempt from the requirement to prepare group financial statements by virtue of the fact that the ultimate parent company prepares group financial statements which includes the company, and are publicly available. These financial statements therefore present information about the company as an individual undertaking and not about its group.
The preparation of financial statements in conformity with FRS 102 requires use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the company operates and is rounded to the nearest pound.
The following principal accounting policies have been applied:

Page 13

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.Accounting policies (continued)

 
3.2

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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Barnes Group Inc. as at 31 December 2022 and these financial statements may be obtained from Barnes Group Inc., 123 Main Street, Bristol, Connecticut, USA.

 
3.3

Going concern

The financial statements have been prepared on a going concern basis. The company has net liabilities at the year end, and is dependent upon other group companies for funding. The company will remain dependent upon this funding until such a time as it has generated sufficient cash through profitable activities to enable it to meet its liabilities as and when they fall due. As disclosed in note 14 to the financial statements the company has a loan from group undertakings that is repayable on 26 August 2026.
The ultimate parent company has confirmed to the directors that it will continue to make funding available to enable the company to meet its liabilities as and when they fall due for at least 12 months from the date of signing these financial statements, and the directors have therefore prepared the financial statements on a going concern basis. Should such funding not be forthcoming, the going concern basis of preparation may no longer be appropriate, and significant adjustments may be required to these financial statements.

 
3.4

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

 
3.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 14

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.Accounting policies (continued)

 
3.6

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.

  
3.7

Financial instruments

Financial assets and liabilities are recognised when the company becomes party to the contractual provisions of the financial instrument. The company only enters into basic financial instrument transactions that result in financial assets and liabilities such as trade and other receivables/payables, amounts owed and due to group undertakings and cash balances. The company has chosen to apply the measurement and recognition provisions of Section 11 Basic Financial Instruments in full.
Financial assets – classified as basic financial instruments
Trade and other debtors
Trade and other debtors are initially recognised at the transaction price, including any transaction costs, and are subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Amounts that are receivable within one year are measured at the undiscounted amount expected to be receivable, net of any impairment.
Where a financial asset constitutes a financing transaction it is initially and subsequently measured at the present value of the future payments, discounted at a market rate of interest.
At each reporting date, the company assesses whether there is objective evidence that any financial asset may be impaired. A provision for impairment is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the financial asset. The amount of the provision is the difference between the asset’s carrying amount and the present value of the estimated future cash flows. The amount of the provision is recognised immediately in the statement of comprehensive income.
Financial liabilities – classified as basic financial instruments
Trade and other creditors
Trade and other creditors are initially measured at the transaction price, including any transaction costs, and are subsequently measured at amortised cost using the effective interest method. 
Amounts that are payable within one year are measured at the undiscounted amount expected to be payable.
Where a financial liability constitutes a financing transaction it is initially and subsequently measured at the present value of the future payments, discounted at a market rate of interest.

  
3.8

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. 

Page 15

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.Accounting policies (continued)

 
3.9

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.

 
3.10

Foreign currency translation

Functional and presentation currency
The company's functional and presentation currency is Pounds Sterling.
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'interest receivable and similar income'. All other foreign exchange gains and losses are presented in the statement of comprehensive income within 'administrative expenses'.

 
3.11

Interest payable and similar expenses

Interest payable and similar expenses are charged to the statement of comprehensive income 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.

 
3.12

Interest receivable and similar income

Interest receivable and similar income is recognised in the statement of comprehensive income using the effective interest method. 

Page 16

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.Accounting policies (continued)

 
3.13

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 the statement of comprehensive income 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.

 
3.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income 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 17

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Judgements in applying accounting policies and key sources of estimation uncertainty

4.1 Critical judgements in applying the company's accounting policies
The critical judgements that the directors have made in the process of applying the company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial period.
4.2 Key sources of estimation uncertainty
The directors do not consider themselves to have made any key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of causing a material misstatement to the carrying value of assets and liabilities within the next financial year.


5.


Other operating income

2022
2021
£
£

Other operating income
968,602
-



6.


Auditors' remuneration

The fees payable to the auditor in respect of the audit fees, taxation compliance fees and fees for all other services for the current year were paid by Synventive Molding Solutions Limited, a group company.



7.


Employees

No directors received any emoluments for their services to the company in the current or prior year.
There were no other employees in the company during the current or prior year.



8.


Directors' remuneration

The directors have not received emoluments in respect of services to the company in the current year or prior year. There are no directors for whom retirement benefits are accruing under money purchase pension schemes (2021: no directors).
Key management personnel comprise the executive directors.


Page 18

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

9.


Interest receivable and similar income

2022
2021
£
£


Interest receivable on amounts owed by group undertakings
1,780,257
1,014,812

Gain on translation of foreign currency balances and transactions
2,041,494
-

3,821,751
1,014,812


10.


Interest payable and similar expenses

2022
2021
£
£


Interest payable on loan from group undertakings
3,481,258
2,572,327

Loss on translation of foreign currency balances and transactions
413,457
446,654

3,894,715
3,018,981


11.


Taxation


2022
2021
£
£


Current tax on profit/(loss) for the year
231,333
-


Total current tax
231,333
-

Deferred tax


Origination and reversal of timing differences
132,678
-

Adjustment in respect of prior period
14,582
(108,126)

Effect of tax rate change on opening balance
-
(31,843)

Total deferred tax
147,260
(139,969)


Taxation on profit/(loss)
378,593
(139,969)
Page 19

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
11.Taxation (continued)


Factors affecting tax charge/(credit) for the year

The tax assessed for the year is higher than (2021: higher than) the standard rate of corporation tax in the UK of19% (2021:19%). The differences are explained below:

2022
2021
£
£


Profit/(loss) before tax
894,989
(2,159,949)


Profit/(loss) multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%)
170,048
(410,390)

Effects of:


Expenses not deductible for tax purposes
-
144,441

Group relief (claimed)/surrendered
-
265,949

Adjustment to tax charge in respect of previous periods - deferred tax
14,582
(108,126)

Remeasurement of deferred tax for changes in tax rates
31,843
(31,843)

Hybrid and other mismatches adjustment
162,120
-

Total tax charge/(credit) for the year
378,593
(139,969)


Factors that may affect future tax charges

The UK Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom will increase from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.
The directors expected the company to continue to be loss making and therefore changes in tax rates for profits above £50,000 will not affect the company.

Page 20

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.


Investments in subsidiaries





Investments in subsidiary companies

£



Cost


At 1 January 2022
52,961,640



At 31 December 2022

52,961,640



Impairment


At 1 January 2022
12,796,815



At 31 December 2022

12,796,815



Net book value



At 31 December 2022
40,164,825



At 31 December 2021
40,164,825

Page 21

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Synventive Molding Solutions LLC
123 Main Street, Bristol, CT 06010-6376, United States of America
No business activity
ordinary
100%
Synventive Acquisition GmbH
Heimrodstr. 10, 64625 Bensheim, Germany
Holding company
ordinary
100%
Synventive Acquisition BV
Windmolen 5, 4751 VM Oud Gastel, Netherlands
Holding company
ordinary
100%
Synventive Holding Limited*
The Pinnacle, 160 Midsummer Boulevard, Milton Keynes, MK9 1FF, England
Holding company
ordinary
100%
Synventive Holding BV*
Windmolen 5, 4751 VM Oud Gastel, Netherlands
Holding company
ordinary
100%
Synventive Molding Solutions JBJ PVT Ltd*
Suite #10, Vatika Business Centre, Level-5, Tech Park One, Yerwada, Pune-411006, Maharashtra, India
To act as a sales office for Synventive group
ordinary
51%
Synventive Acquisition Unlimited*
160 Midsummer Boulevard, Milton Keynes, MK9 1FF, England
Manages intercompany funds
ordinary
100%
Synventive Molding Solutions Co Ltd*
67th Area, Bao’an District Shenzhen, Guangdong ,518101, China
To act as a sales office for Synventive group
ordinary
100%
Synventive Molding Solutions Canada Inc*
Windsor Service Centre, 5350 Pulleyblank Street, Oldcastle, ON, N0R 1LO, Canada
Holding company
ordinary
100%
Synventive Molding Solutions (Suzhou) CoLtd*
12B Gang Tian Industrial Square, Suzhou Industrial Park,Suzhou, 215021, China
Manufacturing and selling of hot runner systems
ordinary
100%
Synventive Molding Solutions SL*
calle Diputación, 262, 1º 1ª , 08007 Barcelona, Spain
To act as a sales office for Synventive group
ordinary
100%
Synventive Molding Solutions GmbH*
Heimrodstr. 10, 64625 Bensheim, Germany
Manufacturing and selling of hot runner systems
ordinary
100%
Synventive Molding Solutions SRO*
Sezemicka 2757/2 I 193 00 Praha 9, Czech Republic
To act as a sales office for Synventive group
ordinary
100%
Synventive Fertingungstechnik GmbH*
Rudolf-Diesel-Str. 4, 64625 Bensheim, Germany
Manufacturing of hot runner systems
ordinary
100%
Synventive Molding Solutions BV*
Windmolen 5, 4751 VM Oud Gastel, Netherlands
To act as a sales office for Synventive group
ordinary
100%
Page 22

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Subsidiary undertakings (continued)


Name

Registered office

Principal activity

Class of shares

Holding

Barnes Molding Solutions Korea Limited*
1101, A Bldg, 606 Seobusaet-gil, Geumcheon-gu, Seoul, Korea (Gasan-dong, Daesung D-polis)
Selling of hot runner systems
ordinary
100%
Synventive Molding Solutions Pte Ltd*
Block 5008, Techplace II, #04-09 (M14), Ang Mo Kio Ave 5, Singapore 569874
To act as a sales office for Synventive group
ordinary
100%
Synventive Molding Solutions LDA*
Rua Dr. Manuel Ribeiro De Oliveira, R/C Esq. 2400-178 Leiria
To act as a sales office for Synventive group
ordinary
100%
Synventive Molding Solutions Limited*
160 Midsummer Boulevard, Milton Keynes, MK9 1FF, England
To act as a sales office for Synventive group
ordinary
100%
Synventive Molding Solutions Ltda*
Rua Wallace Barnes, 301. Distrito Industrial 13054-701 Campinas-SP, Brazil. (Mail): Caixa Postal 1288
To act as a sales office for Synventive group
ordinary
100%

* indirect ownership

Page 23

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Debtors

2022
2021
£
£

Due after more than one year

Amounts owed by group undertakings
61,131,913
52,954,545


Amounts owed by group undertakings are unsecured promissory loan notes. The terms of the loan notes have a maturity of 27 May 2025 and a variable interest rate set by Barnes Group Inc. treasury in line with LIBOR.
The directors do not expect repayment of this loan within the next year and it has therefore been disclosed as a debtor due after more than one year.

2022
2021
£
£

Due within one year

Amounts owed by group undertakings
7,163,866
6,467,612

Deferred taxation
-
147,260

7,163,866
6,614,872


Amounts owed by group undertakings are unsecured, are interest free and are payable on demand.


14.


Creditors: amounts falling due within one year

2022
2021
£
£

Loan from group undertakings
91,290,583
127,063,692

Amounts owed to group undertakings
283,524
721,644

Corporation tax
231,333
-

91,805,440
127,785,336


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
The loan from group undertakings is unsecured, bears interest at a rate of LIBOR plus 3.5% per annum (2021: fixed rate of 2.5%) and is repayable on demand.

Page 24

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Creditors: amounts falling due after more than one year

2022
2021
£
£

Loan from group undertakings
44,189,302
-


The loan from group undertakings are unsecured, bears interest at a fixed rate of 2.5% and is repayable by 26 August 2026.


16.


Deferred taxation




2022
2021


£

£






At beginning of year
147,260
7,291


(Charged)/credited to the statement of comprehensive income
(147,260)
139,969



At end of year
-
147,260

The deferred tax asset is made up as follows:

2022
2021
£
£


Losses and other deductions
-
147,260


17.


Called up share capital

2022
2021
£
£
Allotted, called up and fully paid



14,000,001 (2021: 14,000,001) ordinary shares of £1 each
14,000,001
14,000,001

The company has one class of ordinary shares; each carried one voting right per share but no right to fixed income.


Page 25

 
SYNVENTIVE ACQUISITION UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

18.


Reserves

Share premium account

This reserve represents the difference between the nominal value received and called up share capital of investments in intergroup companies.

Profit and loss account

This reserve represents the cumulative profits and losses.


19.


Contingent liabilities

A cross guarantee agreement is filed at Companies House between the company and a number of its fellow group undertaking whereby each company has guaranteed the bank accounts and bank borrowing of the others.
There were no such borrowings as at 31 December 2022 (2021: £nil).


20.


Post balance sheet events

There have been no significant events affecting the company since the year end.


21.


Related party transactions

The company is a wholly owned subsidiary of Synventive Acquisition Inc. and has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures' not to provide disclosures of transactions entered into with other wholly owned members of the group.
The company and its subsidiary undertakings are included within the consolidated financial statements of the ultimate parent Barnes Group Inc., which are publicly available and can be obtained from Barnes Group Inc. 123 Main Street, Bristol, Connecticut, USA.


22.


Parent undertaking and ultimate controlling party

The immediate parent company is Synventive Acquisition Inc., a company incorporated in the USA. At 31 December 2022, the directors consider the company's ultimate parent and controlling company to be Barnes Group Inc., a company incorporated in the USA.
Barnes Group Inc. is the parent undertaking of the largest and smallest group of which the company is a member and for which group accounts are prepared. Copies of the group accounts of Barnes Group Inc. can be requested from 123 Main Street, Bristol, Connecticut, USA.

Page 26