BPF1 Limited
Annual Report and Financial Statements
For the year ended 31 March 2023
Company Registration No. 12057661 (England and Wales)
BPF1 Limited
Company Information
Directors
G Clark
W J Barker
F J Rahmatallah
Secretary
A Whitehead
Company number
12057661
Registered office
C/O BNL (UK) Limited
Manse Lane
Knaresborough
North Yorkshire
HG5 8LF
Auditor
Moore Kingston Smith LLP
The Shipping Building
The Old Vinyl Factory
Blyth Road
Hayes
London
UB3 1HA
BPF1 Limited
Contents
Page
Strategic report
1 - 6
Directors' report
7 - 11
Directors' responsibilities statement
12
Independent auditor's report
13 - 17
Group profit and loss account
18
Group statement of comprehensive income
19
Group balance sheet
20 - 21
Company balance sheet
22
Group statement of changes in equity
23
Company statement of changes in equity
24
Group statement of cash flows
25
Notes to the financial statements
26 - 53
BPF1 Limited
Strategic Report
For the year ended 31 March 2023
Page 1

The directors present their strategic report of BPF1 Limited ("the Group" or "BPF1") for the year ended 31 March 2023.

Business Review

FY2023 has been a challenging year but one which the Group has dealt with well. Performance during the year was adversely affected across all businesses in the Group due to the Energy crisis and subsequent wider Cost-of-Living crisis. These external events triggered a change in customer and supplier behaviour across all sectors. The key impacts were Customers destocking to streamline their working capital and preserve cash, and suppliers increasing prices to the Group. These factors affected the Group’s performance from October 2022 through to March 2023.

 

As a consequence, over the year sales increased £2.9m (3.4%), but cost of sales increased £5.3m (8.6%) due to material and energy hyper-inflationary cost increases resulting from the UK economic crisis. Distribution and Administration costs also increased from £24.8m in FY2022 to £26.9m in FY2023 (8.6%) in line with the inflationary increases experienced in material and energy costs.

In reaction to these challenges, the Group undertook a significant restructuring exercise to realign the cost base and correct the pricing structures in each business. This restructuring exercise is now complete.

Although disappointing, the downturn was a temporary one and volumes are now returning to normal levels post year end. The Group is now in a strong position to benefit from increasing volumes, but with a lower fixed cost base and updated pricing that reflects recent inflationary increases in costs.

The principal activity of BPF1 was that of a holding company. The principal activity of the Group is that of a manufacturer of high volume specialised components and consumables for niche applications or highly specialised designs.

BPF1 Limited
Strategic Report (Continued)
For the year ended 31 March 2023
Page 2
Principal Risks and Uncertainties

The Group, like all businesses, is exposed to risks and uncertainties that could impact its financial performance or reputation. Risk is part of doing business and the responsibility for risk management and internal control lies with the Board. The Board believes that having a robust risk management framework, and the application of reasoned judgement, allows it to balance risk with business opportunities.

The principal risks that BPF1 faces are: ·

 

 

 

 

 

 

BPF1 Limited
Strategic Report (Continued)
For the year ended 31 March 2023
Page 3
Principal Risks and Uncertainties (continued)

 

Going concern

 

The Board regularly reviews and updates forecasts covering the short, medium and long term future. They also regularly review the funding of the group, including a review of headroom and covenants. As a response to risks and uncertainties in the global economy, the group refinanced its debt facilities on 14 March 2024, moving its external funding to specialist asset backed lender Leumi ABL.

 

The directors confirm that they believe there are no material uncertainties in respect of the going concern position for the foreseeable future. Further details are included on page 4 in the 'Refinance' narrative section.

Key performance indicators

The Group uses a number of key financial measures to assess its performance. These include sales growth, in total terms and on a like-for-like basis, gross margin, adjusted EBITDA, net debt and working capital as a percentage of sales. The Group uses adjusted EBITDA as its key performance measure as management believe that this provides the clearest view of the business’ underlying performance. In relation to the KPIs which BPF1 monitors, the comparisons with the previous year are as follows:

 

 

 

 

BPF1 Limited
Strategic Report (Continued)
For the year ended 31 March 2023
Page 4
Environmental matters

We see waste as the key opportunity for improvement. In our effort to support the vision for a circular economy for plastics, we focus our efforts on three areas of waste management:

 

 

 

 

BPF1 is also co-operating in R&D programmes with other companies to create more environmentally friendly compounds and materials.

 

In addition, BPF1 has been proactive in measuring and reducing its carbon footprint. The group has undertaken a number of measures to reduce emissions and will be working hard over the coming year to reduce this further.

 

Refinance

 

On 14 March 2024, the group refinanced its debt facilities from Barclays Bank to Leumi ABL. A total of £10.9m of bank funding was financed as part of this deal.

The refinance enables the group to focus on future growth and provides a funding partner who supports the strategy of the business.

Employee involvement

 

The Group’s policy is to consult and discuss with employees, through staff meetings, matters likely to affect employees’ interests and matters of concern to employees. The Group also issues a quarterly Sustainability Newsletter and has established a Diversity and Inclusion Initiative.

 

The Group’s policy is to give disabled individuals and members of minority groups, a full and fair consideration for all vacancies. Employees who become disabled during their working lives will be retained in employment wherever possible and will be given help with any necessary rehabilitation or training.

BPF1 Limited
Strategic Report (Continued)
For the year ended 31 March 2023
Page 5
Statement of how the directors have complied with s172 of the Companies Act 2006

The Directors act in good faith to promote the success of the Group for the benefit of its members as a whole and have developed a range of Core Values to which we adhere. The Strategic Report and Directors Report describe the activities of the Directors in detailed areas such as employee involvement, innovation and impact on the environment.

Our core values are those values we hold which form the foundation on how we perform work and conduct ourselves. In an ever-changing world, our core values are constant. They are not descriptions of the work we do, but rather these values underly our work, how we interact with each other, and which strategies we employ to fulfil our goals. The core values are the basic elements of how we go about our work. They are the practices we use every day in everything we do. These are shared across our business in our operating Synnovia group as follows:

Our core values are:

We start with the customer and work backwards

We know that innovation is our life blood

We strive for win-win with all stakeholders

We rely on open communication and constructive challenge

We lead by giving our teams the space to operate and the support to deliver

We encourage collaboration, good humour and a positive mind- set at all times

We feel and act like long term owners

BPF1 Limited
Strategic Report (Continued)
For the year ended 31 March 2023
Page 6

We understand that failure and improvement go together so long as grit is sandwiched in-between

We are all Synnovia

We hold these values across our business, even if we may express them in different ways.

On behalf of the board

G Clark
Director
5 April 2024
BPF1 Limited
Directors' Report
For the year ended 31 March 2023
Page 7

The directors present their annual report and financial statements for the year ended 31 March 2023.

Principal activities

The principal activity of the company was that of a holding company. The principal activity of the Group is that of a manufacturer of high volume specialised components and consumables for niche applications or highly specialised designs.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

G Clark
(Appointed 30 December 2022)
W J Barker
F J Rahmatallah
Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group continues and that the appropriate training is arranged. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

BPF1 Limited
Directors' Report (Continued)
For the year ended 31 March 2023
Page 8
Employee involvement

The Group's policy is to consult and discuss with employees, through staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.

 

Employment policy

 

The directors seek to promote an inclusive workplace in which employees feel they are respected, valued and have equal opportunity to progress.

 

The Company is committed to developing a diverse workforce and equal opportunities for all.

 

We aim to attract and retain talented and committed individuals and create the right employment conditions to keep the right employment conditions and reward opportunities for them.

 

Employee engagement statement

 

We continue to recognise the importance of positive employee engagement as a significant contributor to our business success.

 

All our employees participate in an incentive plan. We believe that this encourages the involvement of our team members in the Group’s performance because the rewards are directly linked to both the success of the Group and contributions made by team members.

 

A key focus across the group is our reduction in waste and increase in internal recycling. We publish a quarterly sustainability newsletter to all employees to inform them of progress.

 

Statement of engagement with suppliers, customers and others in a business relationship with the group

 

Suppliers

 

Our suppliers are fundamental to our success in servicing our customers. We engage closely with our suppliers at all levels, from managers dealing with issues on a day-to-day basis ensuring that our expectations are met with regards to quality and delivery and at director level in relation to more strategic issues.

Customers

 

We strive to develop deep and enduring partnerships with all our customers and drive continuous improvement and innovation into our operations to cultivate long term relationships across all our businesses. To achieve this, the senior management of our businesses take the time to understand the real and perceived needs of our customers, which they do through actively maintaining close relationships.

 

Continuous improvement is at the heart of our operations, driving our waste recycling and improving the products we sell to our customers.

 

The environment

 

We work to ensure we meet all our own environmental responsibilities whilst working closely with our customers to help them achieve theirs. We see waste as the key opportunity for our improvement. We have elaborated further on this within the Strategic Report.

BPF1 Limited
Directors' Report (Continued)
For the year ended 31 March 2023
Page 9
Post reporting date events

On 14 March 2024, the group refinanced its debt facilities from Barclays Bank to Leumi ABL. A total of £10.9m of bank funding was financed as part of this deal.

The refinance enables the group to focus on future growth and provides a funding partner who supports the strategy of the business.

Energy usage

BPF1 has appointed Carbon Footprint Ltd, a leading carbon and energy management company, to independently assess its Greenhouse Gas (GHG) emissions in accordances with the UK Government's 'Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting Guidance'.

 

During FY2023, in relation to emissions made and energy consumed within the UK, BPF1 emitted the equivalent of 3,245 (2022*: 4,056) tonnes of carbon dioxide for which it was directly or indirectly responsible and also consumed energy of 13,974,900 (2022*: 16,262,212) kilowatt hours (kWh).

 

The calculation methods used in determining the amounts of emissions and energy consumption is ISO 14064-1:2018, following the financial control approach.

 

There are two ratios that express the company’s annual emissions associated with the company’s activities. These are:

 

 

Streamline Energy and Carbon Reporting

BPF1 is committed to reporting in accordance with the Streamlined Energy and Carbon Reporting (SECR requirements as per the Companies Act 2006.

 

The group has disclosed some scope 3 emissions but not all (disclosing the mandatory disclosure items under SECR guidance).

BPF1 Limited
Directors' Report (Continued)
For the year ended 31 March 2023
Page 10
2023
2022*
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
13,974,900
16,262,212
2023
2022*
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
234.48
290.59
- Fuel consumed for owned transport
34.99
54.13
- Propane
20.03
-
- Owned vans
8.80
10.37
- Refrigerants
0.39
0.21
298.69
355.30
Scope 2 - indirect emissions
- Electricity purchased
2,680.33
3,394.91
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
19.44
5.57
- Electricity transmission and distribution
245.19
300.43
Total gross emissions
3,243.65
4,056.21
Intensity ratio
tC02e (location based) per employee
7.48
9.07
*2022 figures restated to exclude carbon emissions from overseas subsidiaries
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2022 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

BPF1 Limited
Directors' Report (Continued)
For the year ended 31 March 2023
Page 11
Measures taken to improve energy efficiency

All sites have half-hourly meters installed to enable accurate measurement of energy usage and cost.

 

Production planning focuses on efficiency of both labour and energy usage by ensuring that production takes place in an organised way, that downtime is minimised and that equipment is not left idle and running. Efficient use of compressors and extruders is also promoted as these are energy intensive items of equipment.

 

The Group have installed LED lighting throughout all sites, and have also commenced a review of using DC versus AC motors where appropriate and voltage optimisation technology which will reduce the kWh usage of our production assets in the future.

 

In addition to meeting all statutory reporting requirements, Synnovia have again used external certification bodies to document and assess energy and carbon usage, maintaining certification as a CO2e Assessed organisation, with documented ongoing improvement plans.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
G Clark
Director
5 April 2024
BPF1 Limited
Directors' Responsibilities Statement
For the year ended 31 March 2023
Page 12

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

BPF1 Limited
Independent Auditor's Report
To the Members of BPF1 Limited
Page 13
Opinion

We have audited the financial statements of BPF1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 group and parent 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 group's and parent 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.

 

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 there is 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.

BPF1 Limited
Independent Auditor's Report (Continued)
To the Members of BPF1 Limited
Page 14

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

BPF1 Limited
Independent Auditor's Report (Continued)
To the Members of BPF1 Limited
Page 15
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.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

BPF1 Limited
Independent Auditor's Report (Continued)
To the Members of BPF1 Limited
Page 16

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.

BPF1 Limited
Independent Auditor's Report (Continued)
To the Members of BPF1 Limited
Page 17

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 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.

Jeremy Read (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
5 April 2024
Chartered Accountants
Statutory Auditor
The Shipping Building
The Old Vinyl Factory
Blyth Road
Hayes
London
UB3 1HA
BPF1 Limited
Group Profit and Loss Account
For the year ended 31 March 2023
Page 18
2023
2022
Notes
£000
£000
Turnover
3
89,466
86,551
Cost of sales
(66,849)
(61,556)
Gross profit
22,617
24,995
Distribution costs
(1,619)
(3,513)
Administrative expenses
(27,059)
(22,662)
Other operating income
90
-
Exceptional items
4
(566)
(1,151)
Operating loss
5
(6,537)
(2,331)
Interest receivable and similar income
9
11
-
0
Interest payable and similar expenses
10
(2,598)
(1,421)
Fair value gains and losses on foreign exchange contracts
158
(609)
Loss before taxation
(8,966)
(4,361)
Tax on loss
11
(623)
(118)
Loss for the financial year
28
(9,589)
(4,479)
Loss for the financial year is attributable to:
- Owners of the parent company
(9,657)
(4,610)
- Non-controlling interests
68
131
(9,589)
(4,479)
BPF1 Limited
Group Statement of Comprehensive Income
For the year ended 31 March 2023
Page 19
2023
2022
£000
£000
Loss for the year
(9,589)
(4,479)
Other comprehensive income
Currency translation gain/(loss) arising in the year
160
(504)
Total comprehensive income for the year
(9,429)
(4,983)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
(9,497)
(5,114)
- Non-controlling interests
68
131
(9,429)
(4,983)
BPF1 Limited
Group Balance Sheet
As at 31 March 2023
Page 20
2023
2022
Notes
£000
£000
£000
£000
Fixed assets
Goodwill
13
31,541
35,961
Other intangible assets
13
2,392
1,363
Total intangible assets
33,933
37,324
Tangible assets
14
11,232
12,304
45,165
49,628
Current assets
Stocks
18
11,252
10,753
Debtors
19
17,098
21,395
Cash at bank and in hand
7,483
6,932
35,833
39,080
Creditors: amounts falling due within one year
20
(38,997)
(45,399)
Net current liabilities
(3,164)
(6,319)
Total assets less current liabilities
42,001
43,309
Creditors: amounts falling due after more than one year
21
(13,167)
(6,596)
Provisions for liabilities
Deferred tax liability
24
(850)
(887)
(850)
(887)
Net assets
27,984
35,826
Capital and reserves
Called up share capital
27
390
390
Share premium account
28
48,354
48,354
Capital contribution reserve
28
913
-
Translation reserve
28
345
(489)
Profit and loss reserves
28
(22,221)
(12,564)
Equity attributable to owners of the parent company
27,781
35,691
Non-controlling interests
203
135
27,984
35,826
BPF1 Limited
Group Balance Sheet (Continued)
As at 31 March 2023
Page 21
The financial statements were approved by the board of directors and authorised for issue on 5 April 2024 and are signed on its behalf by:
05 April 2024
G Clark
Director
BPF1 Limited
Company Balance Sheet
As at 31 March 2023
31 March 2023
Page 22
2023
2022
Notes
£000
£000
£000
£000
Fixed assets
Investments
15
50,360
50,360
Current assets
Debtors
19
10,778
6,465
Creditors: amounts falling due within one year
20
(2,556)
(2,311)
Net current assets
8,222
4,154
Total assets less current liabilities
58,582
54,514
Creditors: amounts falling due after more than one year
21
(9,293)
(5,793)
Net assets
49,289
48,721
Capital and reserves
Called up share capital
27
390
390
Share premium account
28
48,354
48,354
Capital contribution reserve
28
913
-
0
Profit and loss reserves
28
(368)
(23)
Total equity
49,289
48,721

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £53,889 (2022: £136,074 profit).

The financial statements were approved by the board of directors and authorised for issue on 5 April 2024 and are signed on its behalf by:
05 April 2024
G Clark
Director
Company Registration No. 12057661 (England and Wales)
BPF1 Limited
Group Statement of Changes in Equity
For the year ended 31 March 2023
Page 23
Share capital
Share premium account
Capital contribution reserves
Translation reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£000
£000
£000
£000
£000
£000
£000
£000
Balance at 1 April 2021
390
48,354
-
15
(7,954)
40,805
107
40,912
Period ended 31 March 2022:
Loss and total comprehensive income for the period
-
-
-
-
(4,610)
(4,610)
131
(4,479)
Acquisition of subsidiary
-
-
-
-
-
-
(103)
(103)
Currency translation differences
-
-
-
(504)
-
(504)
-
(504)
Balance at 31 March 2022
390
48,354
-
(489)
(12,564)
35,691
135
35,826
Year ended 31 March 2023:
Loss for the year
-
-
-
-
(9,657)
(9,657)
68
(9,589)
Other comprehensive income:
Currency translation differences
-
-
-
160
-
0
160
-
160
Total comprehensive income for the year
-
-
-
160
(9,657)
(9,497)
68
(9,429)
Capital contribution
-
-
913
-
-
913
-
913
Other movements
-
-
-
674
-
674
-
674
Balance at 31 March 2023
390
48,354
913
345
(22,221)
27,781
203
27,984
BPF1 Limited
Company Statement of Changes in Equity
For the year ended 31 March 2023
Page 24
Share capital
Share premium account
Capital contribution reserve
Profit and loss reserves
Total
£000
£000
£000
£000
£000
Balance at 1 April 2021
390
48,354
-
(159)
48,585
Period ended 31 March 2022:
Profit and total comprehensive income for the period
-
-
-
136
136
Balance at 31 March 2022
390
48,354
-
(23)
48,721
Year ended 31 March 2023:
Loss and total comprehensive income for the year
-
-
-
(345)
(345)
Capital contribution
-
-
913
-
913
Balance at 31 March 2023
390
48,354
913
(368)
49,289
BPF1 Limited
Group Statement of Cash Flows
For the year ended 31 March 2023
Page 25
2023
2022
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash generated from operations
33
7,227
174
Interest paid
(2,599)
(1,421)
Income taxes (paid)/refunded
(224)
135
Net cash inflow/(outflow) from operating activities
4,404
(1,112)
Investing activities
Purchase of business
-
(2,327)
Purchase of intangible assets
(1,461)
(977)
Proceeds from disposal of intangibles
38
-
Purchase of tangible fixed assets
(2,348)
(3,560)
Proceeds from disposal of tangible fixed assets
53
78
Purchase of shares in subsidiary from non-controlling interest
-
(615)
Net cash used in investing activities
(3,718)
(7,401)
Financing activities
Proceeds from issue of shares in group
-
128
Proceeds from borrowings
7,706
15,261
Repayment of borrowings
(6,413)
(5,253)
Repayment of bank loans
(1,490)
-
Payment of finance leases obligations
(772)
(1,046)
Proceeds from finance lease arrangements
861
-
Net cash (used in)/generated from financing activities
(108)
9,090
Net increase in cash and cash equivalents
578
577
Cash and cash equivalents at beginning of year
1,302
725
Cash and cash equivalents at end of year
1,880
1,302
Relating to:
Cash at bank and in hand
7,483
6,932
Bank overdrafts included in creditors payable within one year
(5,603)
(5,630)
1,880
1,302

The reconciliation of net debt is shown in note 34.

BPF1 Limited
Notes to the Group Financial Statements
For the year ended 31 March 2023
Page 26
1
Accounting policies
Company information

BPF1 Limited (“the company”) is a private limited company limited by shares, domiciled and incorporated in England and Wales. The registered office is C/O BNL (UK) Limited, Manse Lane, Knaresborough, North Yorkshire, HG5 8LF

 

The Group consists of BPF1 Limited, Synnovia Limited (formerly Synnovia Plc) and all of the subsidiaries of Synnovia Limited. More details are included in note 16.

 

The group is principally engaged in the manufacture of plastic products focused on proprietory products for niche markets, exporting to over 80 countries worldwide.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 27
1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company BPF1 Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries have been included in the group financial statements using the purchase method of accounting. Accordingly, the group profit and loss account and statement of cash flows include the results and cash flows of subsidiaries from the date of acquisition. The purchase consideration has been allocated to the assets and liabilities on the basis of fair value at the date of acquisition.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 28
1.4
Going concern

The group made a loss for the year of £9.6m (2022: £4.5m) and as at the balance sheet date had net assets of £28m (2022: £35.8m). The group's turnover increased from the prior year as a result of the global economic recovery following the coronavirus pandemic. A cost reduction plan helped to resize the business and will benefit future periods, leading to £566k of exceptional costs during the year.

 

During the year and since the year end the group has been profitable at EBITDA level and has sufficient cash reserves to continue its operations. The group continues to assess the potential risks to the business as a result of the continuing impact of the cost of living crisis and these risks are reflected by the group forecast.

 

The company is an obligor to a group bank facility agreement and is ultimately financed by the group’s facility. The group meets its funding requirements through a group wide term loan, asset-based finance facility, export finance facility and invoice discounting facility.

 

The directors have prepared cash flow forecasts for a period of twelve months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the group will have sufficient funds, through shareholder support and utilisation of the facilities in place, to meet its liabilities as they fall due for that period.

 

The directors have also considered the position of the trading companies in the group to ensure that these companies are in a position to meet their obligations as they fall due. There are not believed to be any contingent liabilities which could result in a significant impact on the business if they were to crystallise. As a response to risks and uncertainties in the global economy, the group refinanced its debt facilities on 14 March 2024, moving its external funding to specialist asset backed lender Leumi ABL.

 

As a result the directors are confident that they have the ability to respond effectively to continued uncertainty and therefore, the directors believe that the company will be able to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements. Consequently the financial statements have been prepared on a going concern basis.

1.5
Turnover

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

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue on tooling projects

This revenue stream is specific to BNL. Revenue from tooling projects or contracts is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using a combination of the milestones in the contract and the time spent to date compared to the total time expected to be required to undertake the contract. Estimates of the total time required to undertake the contracts are made on a regular basis and subject to management review.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 29
1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Technology
5 - 7 years
Development costs
10 years
Intellectual property rights
7 years
Distribution & customer relationships
7 - 15 years
Trademarks and brands
5 - 20 years
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
3% straight line
Plant and equipment
10 - 20% straight line
Fixtures and fittings
10 - 50% straight line
Computer equipment
25 - 33% straight line
Motor vehicles
25% straight line
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 30

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

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 31

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

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

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 32
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 33
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

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

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
1
Accounting policies
(Continued)
Page 34
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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

 

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

1.18
Retirement benefits

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

1.19
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 35
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Stock valuation

The level of stocks are set out in note 18. For each line of stock, a provision is made against the cost of the stock, where the Net Realisable Value is less than cost. Net Realisable Value is the estimated selling price for stocks less all estimated costs of completion and costs necessary to make the sale. The estimated selling price for each stock line is a judgement based mainly on recent selling patterns for that product.

Depreciation

The depreciation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 14 for the carrying amount of the property, plant and equipment and note 1.8 for the useful economic lives for each class of asset.

Impairment of investments

The directors have carried out a detailed impairment review in respect of investments. The company assesses at each reporting date whether there is an indication that an asset may be impaired, by considering the net present value of discounted cash flow forecasts.

Convertible loan notes

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:

 

The company can elect to convert the convertible loan note (note 20 and 21) into shares on a fixed for fixed basis which indicates it has an equity element attached to it however the directors have confirmed that the loan note including the accrued interest, which accrues over the term of the loan, will be fully repaid in cash and as a result it has been treated as debt. The directors do not believe that there is any foreseeable scenario under which the option to convert would be taken.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 36
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Amortisation

The amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 13 for the carrying amount of the intangible assets and notes 1.7 for the useful economic lives for each class of asset.

3
Turnover and other revenue
2023
2022
£000
£000
Turnover analysed by class of business
Product sales
89,165
86,416
Engineering/tooling sales
301
135
89,466
86,551
2023
2022
£000
£000
Turnover analysed by geographical market
UK
46,135
47,692
Europe
18,436
13,550
USA
12,487
12,044
Asia
10,641
11,368
Rest of world
1,767
1,897
89,466
86,551
2023
2022
£000
£000
Other revenue
Interest income
11
-
4
Exceptional item
2023
2022
£000
£000
Expenditure
Redundancy and restructuring costs
566
1,151
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 37
5
Operating loss
2023
2022
£000
£000
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
1,225
(339)
Research and development costs
18
11
Depreciation of owned tangible fixed assets
1,878
1,773
Depreciation of tangible fixed assets held under finance leases
528
413
(Profit)/loss on disposal of tangible fixed assets
(4)
4
Amortisation of intangible assets
5,369
4,902
Impairment of intangible assets
58
-
0
Loss on disposal of intangible assets
276
-
Share-based payments
393
379
Hire of plant and machinery
-
84
Operating lease charges
1,779
1,336
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the group and company
85
46
Audit of the financial statements of the company's subsidiaries
167
125
252
171
For other services
All other non-audit services
18
15
7
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors and management
40
40
-
-
Administrative
93
90
-
-
Sales and distribution
52
57
-
-
Production and engineering
522
494
-
-
Total
707
681
-
0
-
0
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
7
Employees
(Continued)
Page 38

Their aggregate remuneration comprised:

Group
Company
2023
2022*
2023
2022
£000
£000
£000
£000
Wages and salaries
20,892
18,754
-
0
-
0
Social security costs
1,668
1,525
-
-
Pension costs
683
947
-
0
-
0
23,243
21,226
-
0
-
0

*Figures have been restated to include wages within cost of sales

8
Directors' remuneration
2023
2022
£000
£000
Remuneration for qualifying services
94
268
Company pension contributions to defined contribution schemes
1
1
95
269
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£000
£000
Remuneration for qualifying services
55
207
9
Interest receivable and similar income
2023
2022
£000
£000
Interest income
Interest on bank deposits
5
-
0
Other interest income
6
-
Total income
11
-
0
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 39
10
Interest payable and similar expenses
2023
2022
£000
£000
Interest on bank overdrafts and loans
1,983
1,290
Other interest on financial liabilities
16
-
Interest on finance leases and hire purchase contracts
116
109
Other interest
483
22
Total finance costs
2,598
1,421
11
Taxation
2023
2022
£000
£000
Current tax
UK corporation tax on profits for the current period
212
18
Adjustments in respect of prior periods
83
(119)
Other taxes
28
-
0
Total UK current tax
323
(101)
Foreign current tax on profits for the current period
148
199
Total current tax
471
98
Deferred tax
Origination and reversal of timing differences
129
(333)
Changes in tax rates
-
0
360
Adjustment in respect of prior periods
57
(7)
Other adjustments
(34)
-
0
Total deferred tax
152
20
Total tax charge
623
118
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
11
Taxation
(Continued)
Page 40

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge based on the profit or loss and the standard rate of tax as follows:

2023
2022
£000
£000
Loss before taxation
(8,966)
(4,361)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(1,704)
(829)
Tax effect of expenses that are not deductible in determining taxable profit
1,396
693
Unrecognised deferred tax assets in respect of tax losses
1,236
-
0
Adjustments in respect of prior years
(149)
(119)
Effect of change in corporation tax rate
(302)
360
Research and development tax credit
21
20
Other permanent differences
21
-
0
Deferred tax adjustments in respect of prior years
104
(7)
Taxation charge
623
118

Deferred tax assets of £1,236,000 are unrecognised due to uncertainty of the timing of future profits.

12
Impairments

Impairment losses have been recognised in profit or loss as follows:

2023
2022
Notes
£000
£000
In respect of:
Intangible assets
13
(58)
-
Recognised in:
Administrative expenses
(58)
-
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 41
13
Intangible fixed assets
Group
Goodwill
Technology
Development costs
Intellectual property rights
Total
£000
£000
£000
£000
£000
Cost
At 1 April 2022
47,027
-
0
1,611
275
48,913
Additions
314
45
707
395
1,461
Disposals
-
0
-
0
(348)
-
0
(348)
Transfers
-
0
1,001
-
0
-
0
1,001
At 31 March 2023
47,341
1,046
1,970
670
51,027
Amortisation and impairment
At 1 April 2022
11,066
-
0
523
-
0
11,589
Amortisation charged for the year
4,734
205
306
124
5,369
Impairment losses
-
0
-
0
58
-
0
58
Disposals
-
0
-
0
(34)
-
0
(34)
Transfers
-
0
112
-
0
-
0
112
At 31 March 2023
15,800
317
853
124
17,094
Carrying amount
At 31 March 2023
31,541
729
1,117
546
33,933
At 31 March 2022
35,961
-
0
1,088
275
37,324
The company had no intangible fixed assets at 31 March 2023 or 31 March 2022.
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 42
14
Tangible fixed assets
Group
Leasehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£000
£000
£000
£000
£000
£000
£000
Cost
At 1 April 2022
518
728
14,800
1,640
-
0
126
17,813
Additions
7
-
0
1,848
167
232
94
2,348
Disposals
-
0
-
0
(620)
(107)
(2)
(101)
(830)
Transfers
-
0
(221)
221
(1,001)
-
0
-
0
(1,001)
Other movements
-
0
(507)
847
579
412
62
1,393
Exchange adjustments
-
0
-
0
(1)
1
2
-
0
2
At 31 March 2023
525
-
0
17,095
1,280
644
181
19,725
Depreciation and impairment
At 1 April 2022
95
-
0
4,016
1,289
-
0
108
5,508
Depreciation charged in the year
41
-
0
1,997
284
59
25
2,406
Eliminated in respect of disposals
-
0
-
0
(579)
(100)
(2)
(99)
(780)
Transfers
-
0
-
0
-
0
(112)
-
0
-
0
(112)
Other movements
1
-
0
1,990
(884)
304
30
1,441
Exchange adjustments
-
0
-
0
4
1
2
23
30
At 31 March 2023
137
-
0
7,428
478
363
87
8,493
Carrying amount
At 31 March 2023
388
-
0
9,667
802
281
94
11,232
At 31 March 2022
423
728
10,784
351
-
0
18
12,304
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
14
Tangible fixed assets
(Continued)
Page 43
The company had no tangible fixed assets at 31 March 2023 or 31 March 2022.
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
14
Tangible fixed assets
(Continued)
Page 44

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Plant and equipment
3,199
2,325
-
0
-
0
15
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£000
£000
£000
£000
Investments in subsidiaries
16
-
0
-
0
50,360
50,360
Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 1 April 2022 and 31 March 2023
50,360
Carrying amount
At 31 March 2023
50,360
At 31 March 2022
50,360
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 45
16
Subsidiaries

Details of the company's subsidiaries at 31 March 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Plastics Capital Trading Limited
1
Ordinary
-
100.00
Tianjin Channel Shengli Printing Equipment Co Ltd
2
Ordinary
-
100.00
Bell Plastics Limited
1
Ordinary
-
100.00
BNL (UK) Limited
1
Ordinary
-
100.00
BNL (Japan) Inc
3
Ordinary
-
100.00
BNL (US) Inc.
4
Ordinary
-
100.00
BNL (Thailand) Limited
5
Ordinary
-
100.00
C&T Matrix Limited
1
Ordinary
-
100.00
Flexipol Packaging Limited
1
Ordinary
-
100.00
Palagan Limited
1
Ordinary
-
100.00
Plastics Capital India Private Limited
6
Ordinary
-
100.00
Shanghai Plastics Capital Trading Limited
7
Ordinary
-
100.00
Plastics Capital (Trustee) Limited
1
Ordinary
-
100.00
Synpac Limited
1
Ordinary
-
100.00
Channel Creasing Matrix Inc.
8
Ordinary
-
100.00
Mito Srl.
9
Ordinary
-
75.00
Shanghai Plastics Capital Parts Limited
7
Ordinary
-
100.00
Synnovia Limited
1
Ordinary
100.00
-
Corporacion Levantina de Articulos SL
10
Ordinary
-
80.00
Clear Technologies SL
10
Ordinary
-
78.00
Clear Print & Finishing SL
10
Ordinary
-
80.00

The registered addresses of the companies detailed above, are as follows:

  1. C/O Bnl (Uk) Limited, Manse Lane, Knaresborough, North Yorkshire, England, HG5 8LF

  2. 102 YongXing Road, Beichen Economic and Technological Development Zone, Tianjin

  3. 7F, Yamatane-Hakozaki Building, 8-1, Nihonbashi Hakozaki-cho, Chuou-ku, Tokyo, 103-0015, Japan

  4. 56 Leonard Street, Unit 5, Foxboro, MA 02035, USA

  5. 500/58 Moo 3, Hemaraj Eastern Seaboard Industrial Estate, Tasit, Pluakdaeng, Rayong 21140, Thailand

  6. Building No. C7, Gala No. 35, Bhumi World Industrial Park, Bhiwandi - Nashik Highway, Pimplas Taluka, Bhiwandi District, Thane, 421302, India

  7. 3F, Block 7, Lane 208 East Rong LE Road, Songjiang District, Shanghai, China 201613

  8. 531 Corning Way, Martinsburg, WV 25405, USA

  9. Via Primo Maggio 228, 2045 Fara Gera d’Adda, Bergamo, Italy

  10. C/Lloma Llarga, 2 Pol.Ind. 17 46119, Naquera, Valencia, Spain

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 46
17
Financial instruments
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Carrying amount of financial assets
Debt instruments measured at amortised cost
16,078
19,221
n/a
n/a
Carrying amount of financial liabilities
Measured at fair value through profit or loss
- Other financial liabilities
113
272
-
-
Measured at amortised cost
49,588
48,961
n/a
n/a

There were no significant unobservable inputs that had an effect on fair value. The derivatives were valued at the amounts provided by the counterparty as at the year end.

 

Financial instruments at fair value through profit or loss

There was a foreign exchange derivative gain in the year of £158,000 (2022: loss of £609,000).

18
Stocks
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Raw materials and consumables
5,336
4,976
-
-
Work in progress
721
1,558
-
-
Finished goods and goods for resale
5,195
4,219
-
0
-
0
11,252
10,753
-
-
19
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
15,788
18,706
-
0
-
Corporation tax recoverable
38
873
-
0
-
0
Amounts owed by group undertakings
-
-
10,778
6,466
Other debtors
374
531
-
0
-
0
Prepayments and accrued income
898
1,035
-
0
-
0
17,098
21,145
10,778
6,466
Deferred tax asset (note 24)
-
0
244
-
0
-
0
17,098
21,389
10,778
6,466
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 47
20
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£000
£000
£000
£000
Bank loans and overdrafts
23
6,567
10,567
-
0
-
0
Obligations under finance leases
22
775
746
-
0
-
0
Other borrowings
23
10,872
13,641
-
0
913
Trade creditors
11,332
12,686
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
971
680
Corporation tax payable
-
644
3
3
Other taxation and social security
2,461
2,118
-
-
Derivative financial instruments
113
272
-
0
-
0
Liability for share based payments
26
97
91
-
-
Other creditors
1,803
1,012
-
0
-
0
Accruals and deferred income
4,977
3,622
1,582
715
38,997
45,399
2,556
2,311

Other borrowings include an invoice discounting facility of £6,665,643 (2022: £8,179,000). Interest is accruing at a rate of 2.5% above Bank of England base rate per annum.

Also included is an export finance facility of £4,206,259 (2022: £4,291,000). Interest is accruing at a rate of 2.5% above Bank of England base rate per annum.

21
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£000
£000
£000
£000
Bank loans and overdrafts
23
2,835
-
0
-
0
-
0
Obligations under finance leases
22
833
803
-
0
-
0
Other borrowings
23
9,499
5,793
9,293
5,793
13,167
6,596
9,293
5,793
22
Finance lease obligations
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Future minimum lease payments due under finance leases:
Within one year
775
746
-
0
-
0
In two to five years
833
803
-
0
-
0
1,608
1,549
-
-
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
22
Finance lease obligations
(Continued)
Page 48

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years from inception. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

23
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Bank loans
3,799
4,937
-
0
-
0
Bank overdrafts
5,603
5,630
-
0
-
0
Loans from related parties
9,293
6,706
9,293
6,706
Other loans
11,078
12,728
-
0
-
0
29,773
30,001
9,293
6,706
Payable within one year
17,439
24,208
-
0
913
Payable after one year
12,334
5,793
9,293
5,793

The group has given charges over its assets in favour of its lender, Barclays Bank plc.

Included within bank loans are £175,604 (2022: £528,094) of costs capitalised. Interest on bank loans and overdrafts is accrued at a rate of 3.5% above the Bank of England base rate per annum.

 

On 14 January 2022, BPF1's subsidiary Synnovia refinanced its banking facilities with Barclays Bank. The banking facilities totalled £22.9 million, with a final maturity date of 14 January 2025 and were structured by means of a term loan, invoice discounting facility, overdraft facility and an asset finance facility. On 30 September 2022 the Synnovia group secured an intercompany loan of £2m with the ultimate parent company BPF1 Limited in order to reduce the value of lending with Barclays.

 

In respect of the prior year, Bank loans and overdrafts included a Term Loan Facility due to Barclays of £5,484,000. Amounts due within one year were £990,000 at 31 March 2022, however there was a technical breach of covenants at that date and the full value was therefore shown as due within one year for the year ended 31 March 2022. A waiver was obtained from Barclays post year end in respect of this covenant breach and the contracted payment timings have been restored. There were no breach of covenants at the current year end.

 

The Barclays Bank loans are secured by fixed and floating charges over the property, plant and equipment, inventories and trade receivables of Synnovia. The fair value of borrowings equals their carrying amount, as the impact of discounting is not significant.

 

Other loans mainly comprises of the invoice discounting facility and the export finance facility. Other loans also includes loans to MITO of £205,679 (2022: £257,394), which are denominated in EUR.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 49
24
Deferred taxation

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

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£000
£000
£000
£000
Accelerated capital allowances
806
609
-
-
Tax losses
-
(502)
-
244
Other timing differences
44
916
-
-
Short term timing differences
-
(136)
-
-
850
887
-
244
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the year:
£000
£000
Liability at 1 April 2022
643
-
Effect of prior period adjustments
55
Charge to profit or loss
152
-
Liability at 31 March 2023
850
-
25
Retirement benefit schemes
2023
2022
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
683
948

Defined contribution pension schemes are operated for all qualifying employees. The assets of the schemes are held separately from those of the Group in independently administered funds.

 

At year end, the amounts outstanding in respect of pension contributions payable is £nil.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 50
26
Share-based payment transactions
Group
Number of share options
Weighted average exercise price
2023
2022
2023
2022
Number
Number
£000
£000
Outstanding at 1 April 2022
1,260,642
739,200
1.33
1.25
Granted
-
660,112
-
1.40
Exercised
(20,221)
(19,836)
1.28
1.25
Expired
(368,990)
(118,834)
1.32
1.25
Outstanding at 31 March 2023
871,431
1,260,642
1.33
1.33
Exercisable at 31 March 2023
433,003
72,430
1.00
1.40

The share options outstanding at 31 March 2023 have an exercise price of £1.33 and a weighted average contractual life of 4-5 years (2022: 4-5 years). There were 20,221 shares exercised in the year.

Group

Long Term Incentive Plan (2021) (“LTIP 2021”) (equity settled)

 

On 25 January 2021 the Board of the BPF1's subsidiary, Synnovia approved a new LTIP under which the Company would make awards to approximately 45 employees of the Company and subsidiary entities giving a right to receive the beneficial interest in a certain number of A ordinary shares in Synnovia upon vesting of the awards (the Awards).

There are fixed vesting dates throughout the LTIP period every six months. The value of the Awards will be based on the Company’s share price at the date of granting the Awards. The Awards vest in tranches every six months until they are fully vested 5 years after the original grant date for the leadership team and 4 years after the original grant date for other participants. There is no performance or other vesting criteria.

No awards were granted during the current year (prior year 660,112 share option awards).

In the current year the fair value of grants at each 6 monthly vesting period were £1.20 (August 2022) and £1.00 (February 2023).

Applying the valuation rules and assuming that the fair value will remain at £1.00 going forwards, a charge of £393,384 (2022: £379,390) has been calculated for the year.

 

Group
Company
2023
2022
2023
2022
£000
£000
£000
£000

 

Expenses recognised in the year
Arising from equity settled share based payment transactions
393
379
-
-
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 51
27
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
38,995,151 of 1p each
-
-
390
390
28
Reserves
Share premium

Consideration received for shares issued above their nominal value net of transaction costs.

Capital contribution reserve

Premium or additional paid in capital and contributions.

Translation reserve

The translation reserve represents cumulative gains and losses on the retranslation of the results and net assets of the Company's foreign subsidiaries.

Profit and loss reserves

Cumulative profit and loss net of distributions to owners.

29
Financial commitments, guarantees and contingent liabilities

A composite guarantee has been given to the Company and Group's bankers in respect of any debts or liabilities owing to the bank by any party to the guarantee.

 

At the balance sheet date, the Group's indebtedness to its bankers was £12,730,000 (2022: £16,110,000). The Group's indebtedness to its bankers is subject to meeting loan covenants.

30
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£000
£000
£000
£000
Within one year
1,098
1,161
-
-
Between two and five years
2,462
2,708
-
-
In over five years
814
2,243
-
-
4,374
6,112
-
-
BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 52
31
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2023
2022
£000
£000
Aggregate compensation
1,313
1,208

Consultancy costs of £nil (2022: £214,463) in respect of F Ramahtallah was paid to Akali LLP.

 

Termination costs of £198,440 (2022: £nil) in respect of F Ramahtallah was paid to Akali LLP.

 

There is a convertible unsecured loan amount of £9,292,890 (2022: £5,792,890) owed to shareholders of the company. Interest on the loan is accruing at a rate of 10% per annum. The amount is included other borrowings due after more than one year, inclusive of interest of £1,581,815 (2022: £715,393) for the period.

 

As permitted by FRS 102 Section 33 "related party disclosures", the financial statements do not disclose transactions with the parent company and wholly owned fellow subsidiaries on the basis that the group financial statements are prepared.

32
Controlling party

BPF1 Limited is 87.68% owned and controlled by Barker Partnership LP, a Company incorporated in the Cayman Islands, with Camelot Capital Partners LLC acting as the investment manager.

BPF1 Limited
Notes to the Group Financial Statements (Continued)
For the year ended 31 March 2023
Page 53
33
Cash generated from group operations
2023
2022
£000
£000
Loss for the year after tax
(9,589)
(4,479)
Adjustments for:
Taxation charged
623
118
Finance costs
2,609
1,421
Investment income
(11)
-
0
(Gain)/loss on disposal of tangible fixed assets
(4)
4
Loss on disposal of intangible assets
276
-
Fair value (gain)/loss on foreign exchange contracts
(158)
609
Amortisation and impairment of intangible assets
5,430
4,937
Depreciation and impairment of tangible fixed assets
2,406
2,187
Other foreign exchange (gains)/loss
909
40
Acquisition of minority interests
-
615
Equity settled share based payment expense
393
379
Movements in working capital:
Increase in stocks
(499)
(2,020)
Decrease/(increase) in debtors
3,217
(3,744)
Increase in creditors
1,625
107
Cash generated from operations
7,227
174
34
Analysis of changes in net debt - group
1 April 2022
Cash flows
31 March 2023
£000
£000
£000
Cash at bank and in hand
6,932
551
7,483
Bank overdrafts
(5,630)
27
(5,603)
1,302
578
1,880
Borrowings excluding overdrafts
(24,371)
201
(24,170)
Obligations under finance leases
(1,549)
(59)
(1,608)
(24,618)
720
(23,898)
2023-03-312022-04-01falseCCH SoftwareCCH Accounts Production 2023.200G ClarkW J BarkerF J RahmatallahA 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