The directors present their strategic report of BPF1 Limited ("the Group" or "BPF1") for the year ended 31 March 2025.

Turnover during the current year was £74.4m compared to £75.6m in the prior year – a decrease of £1.2m (1.6%). Current year trading was reduced by £5.0m due to the sale of a subsidiary (CCM) during the year. Like-for-like trading therefore demonstrated an annual increase of £3.8m (5.0%), due to increasing sales volumes and price rises to customers.

The Group began a significant programme of restructuring projects across all business units during the prior year. This exercise is still underway, as several of the projects will require another year to fully complete. Even though the exercise is incomplete, the restructuring programme has demonstrated significant success to date; as evidenced by the improved profitability of the Group in the current year. Operating losses were reduced from (£11m) in the year ended 31 March 2024 to (£3.2m) in the year ended 31 March 2025.

New systems and processes are also being rolled out across the Group. The key system is the Synnovia Group Production System (“SGPS”) which focusses on Safety, People, Quality, Velocity and Cost at the operating foundations of each business unit. The aim is to increase engagement, inclusion, and to find synergies and share best practice across all business units. This will help streamline processes and eliminate duplications of effort and cost going forward. Whilst in its early stages, the Board is excited by the opportunities this will bring to the Group.

The BPF1 Board and shareholders are confident in the Group’s ability to improve profitability significantly in future years. This will follow completion of the restructuring projects which will create a more efficient operating cost base. The Group will be able to maximise profitability conversion of future sales growth, with very little additional fixed costs required to achieve higher volumes.

The Group, like all businesses, is exposed to risks and uncertainties that could impact its financial performance or reputation. The responsibility for risk management and internal control lies with the Board. The Group operates a robust risk management framework, and through the application of reasoned judgement the Board uses this to balance risk with business opportunities.

The principal risks that the Group faces are:

• Adverse currency movements impacting profitability – the Group invoices customers in several different currencies, including US Dollars, Euros and Japanese Yen. Similarly, the Group’s costs are paid in several different currencies. As a result, the Group is subject to foreign currency exchange risk. These risks are mitigated to a certain degree through the matching of different currency revenue receipts with supplier payments. Any remaining exchange rate exposure risk is managed regularly through currency forward hedges.

• Intellectual property protection – the Group’s success depends in part on protecting its intellectual property. The Group relies on its technological know-how, established over many years, to maintain its leading position. This intellectual property is closely guarded through trade secrets and contractual provisions. In addition, the Group will initiate claims or litigation against third parties for infringement of its proprietary rights or to establish the validity of its proprietary rights.

• Bad debt risk – there is a risk that the Group is exposed to bad debts particularly as it sells to a number of different end markets covering approximately 80 countries. To mitigate the risk, management continually assess customers to determine what level of internal credit should be given based on previous trading history, the current financial information available and external credit reports. The level of bad debts experienced to date has been very low.

• Raw material prices – the Group is exposed to raw material price increases. Flexipol has been exposed to significant price fluctuations tied into recognised commodity pricing indices. This allows Flexipol to pass through price movements to customers without long-term impact to gross margin. Other businesses in the group mitigate the risk through regular monitoring of supplier prices, appropriately increasing sales prices to pass on increases in costs.

• Energy prices – the Group operates a variable price energy contract which allows the Group to monitor and purchase energy at flexible points during the financial period, benefitting from low market prices as they occur in real time. Customer prices are adjusted where possible to pass on the impact of high energy costs. This energy procurement mechanism has enabled the Group to significantly reduce energy costs in the last two years.

• Supply chain risk – Shipping availability and cost can be subject to variation with little predictability, this risk is mitigated by monitoring shipping industry pricing trends. Other supplier risks are mitigated by ensuring that multiple suppliers are available for every critical material or product that the Group requires.

• Critical infrastructure failure / major cyber-attack – like many other businesses, it is critical for the Group to have the right business continuity plans in place to continue trading in the event of a critical failure in infrastructure such as a major systems outage, equipment failure or a major cyber security attack. Each subsidiary has a disaster recovery plan in place and the Group continues to invest in IT and security software.

Going concern

The Board regularly reviews and updates forecasts covering the forthcoming 12 months and the next 5 years. The funding requirements of the Group is also considered, including a review of headroom and covenants.

The latest forecasts demonstrate a recovery of sales volumes in the next two years, together with a well-controlled cost base. This recovery will generate good profit returns and cash. The group has the continued support of its largest shareholder as described in note 1.4.

The directors continue to consider going concern as the appropriate basis of preparation for the financial statements.

The Group uses a number of key financial measures to assess its performance. These include sales growth, gross margin, adjusted EBITDA, net debt and trade 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 the Group monitors, the comparisons with the previous year are as follows:

• Adjusted EBITDA is a key measurement for the Group, used to track like-for-like trading performance. This is calculated within the table below:

Adjusted EBITDA grew from £2.36m to £3.58m, despite the £1.2m reduction in turnover in the year. Adjusted EBITDA % turnover for the current year was 4.8% compared to 3.1% for the prior year.

• Gross margin (defined as gross profit divided by sales) was 28.4% in the current year (prior year: 25.6%).

• Third party net debt (defined as bank debt, hire purchase, other loans and overdrafts less cash) decreased by £1.2m from £11.1m at 31 March 2024 to £9.9m at 31 March 2025. Net debt was reduced through term loan repayments, and lower working capital funding levels due to the reduction in turnover in the year.

• Trade working capital as a % of sales (defined as stock and trade debtors less trade creditors, divided by sales) increased by 0.8% from 17.3% in the prior year to 18.1% in the year ended 31 March 2025. Despite being relatively static, this is an area which the business is targeting for improvement in future periods.

The Group has been proactive in measuring and reducing its carbon footprint. The group consistently reduced its annual emissions up to 31 March 2025, however this year saw a small increase of 243 tonnes of CO2. 120 tonnes of this related to regassing the factory chiller units in Flexipol which is only required every few years. The remaining 123 tonne increase represents a 3% rise on prior year CO2 emissions. It remains a key target of the Group to reduce negative environmental impacts each year.

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

• “Waste not, want not” - we are committed to increasing internal recycling of our waste and have a programme of investment in our sites to facilitate this improvement.

• We continually target ways to reduce our overall scrap levels through better working practices, increased efficiencies and lower material usage.

• Customer assistance - where possible, we facilitate improved recycling by our customers and advising them about more sustainable alternatives; thinner/stronger materials being the most obvious opportunity at present.

• Material development – the Group is committed to providing the best performing, most sustainable products to address our customers’ needs. We continually research and assess alternative materials to ensure our engineered solutions offer the best performance possible using the most suitable materials.

The Group is also involved with R&D programmes with other companies and higher education institutions to create more environmentally friendly compounds and materials for the future.

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’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.

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.

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.

Our core values and behaviours have recently been refreshed and are as follows:

Developing individuals

• Support – use our skills to develop and support those around us

• Solutions focussed – be pro-active, be forward-focussed to help mitigate risk and find solutions

• Integrity – hold ourselves to the highest standards, be responsible and honest in all situations

• Professionalism – exhibit behaviours and attitudes that reflect positively on ourselves and the organisation

• Learning – actively seek to improve our capabilities, for ourselves and for the organisation

Creating Value

• Sustainable partnerships – ensure excellence in relationships with internal and external stakeholders

• Seek profitable growth – generate profitable and sustainable growth for the organisation

• Customer focus – provide solutions not just products, be a partner to our customers

• Innovation – nurture a culture of Continuous Improvement and challenge ourselves to be the best

Building Teams

• Empowerment – create shared goals and set clear expectations of each other; we are better together

• Respect – Treat others as we would want to be treated, and be open to feedback on our behaviours

• Communication – be clear and responsive, listen actively, share knowledge and be open with ideas

• Collaborative – by working together as one team we will all succeed

• Diversity and Inclusion – foster a culture of positive inclusivity, different perspectives make us stronger

Alongside the updated values, the Group will shortly be launching a Group wide inclusion and education programme that will engage with every employee, regardless or role or status.

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

• Failure is not trying or trying and not learning

• The only way to improve systematically is to try, fail and improve

• We welcome improvement when there is a more effective way

We are all BPF1

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

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

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.

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

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

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.

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.

At the year-end, there was a covenant breach in relation to the Leumi loans. Subsequently the company entered into a new refinancing agreement on 18 August 2025. The loan is classified as current at year-end.

Energy usage

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

During FY2025, in relation to emissions made and energy consumed within the UK, BPF1 emitted the equivalent of 3,918 (2024: 3,675) tonnes of carbon dioxide for which it was directly or indirectly responsible and also consumed energy of 17,061,564 (2024: 16,811,042) 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:

• Tonnes of CO2 equivalent emitted per employee during the year were 11.10 (2024: 9.79); and

• Tonnes of CO2 equivalent emitted per £m turnover during the year were 53.38 (2024: 48.61).

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).

The GHG emissions assessment follows the ISO 14064-3 (2019) standard and has used the 2024 emission conversion factors published by Department for Environment, Food and Rural Affairs (Defra) and the Department for Business, Energy & Industrial Strategy (BEIS). The assessment follows the dual reporting approach for assessing Scope 2 emissions from electricity usage. The operational control approach has been used.

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

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.

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

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.

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:

• select suitable accounting policies 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

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.

We have audited the financial statements of BPF1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 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:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of its loss for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

Material uncertainty relating to going concern

We draw attention to Note 1.4 in the financial statements, which indicates that the group may need additional working capital within the next 12 months which is not currently irrevocably secured. The group has the ongoing support from its principal shareholders to continue to enable the company to repay its debts as they fall due for a period of at least 12 months from the date of approval of the financial statements, however this support is not legally binding nor open-ended.

These conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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.

Opinions on other matters prescribed by the Companies Act 2006

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

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:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company 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.

As explained more fully in the Directors' Responsibilities Statement set out on page 12, 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.

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:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

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

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

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.

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.

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 £5,667,888 (2024: £16,568,754).

The reconciliation of net debt is shown in note 35.

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.

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:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

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.

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).

All financial statements are made up to 31 March 2025. 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.

The group incurred a net loss for the year of £7.7m (2024: £13.9m) and, as at the balance sheet date, reported net assets of £5.7m (2024: £14m). The group has generated positive EBITDA and has maintained sufficient cash resources to support its day-to-day operations. The group is continuing to implement a number of restructuring initiatives aimed at improving operational performance, reducing its cost base and restoring the business to profitability. These actions have been incorporated into the group’s financial forecasts and are expected to contribute to improved trading performance over the medium term.

The company is an obligor to a group bank facility agreement and is financed through the group’s term loan, asset-based lending facility and invoice discounting facility. These facilities, together with ongoing financial support from the group’s shareholder, form key components of the group’s funding arrangements.

The directors have prepared detailed cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. These forecasts reflect the restructuring measures currently in progress and include consideration of reasonably possible downside scenarios. Based on this assessment, the directors anticipate that the group will have adequate financial resources available—through operating cash flows, the continued availability of the group’s banking facilities, and shareholder support—to meet its obligations as they fall due over the going-concern period.

At the date of approval of the financial statements, the forecasts indicate that additional working capital may be required within the next 12 months. The directors are confident they will be able to secure this working capital (should it be required) based on arrangements with existing funders, and the company’s principal shareholder has provided a letter of support indicating it will continue to support the group to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of the financial statements. The directors are confident this support will be forthcoming should it be required. However, the financial support provided by the shareholder is not legally binding and is not open-ended. The lack of irrevocable secured arrangements for additional working capital being in place at the date of approval of the financial statements indicates that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern.

Notwithstanding the above uncertainty, the directors continue to prepare the financial statements on a going concern basis

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 the sub-group of companies headed by BNL (UK) Limited. 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.

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.

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.

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:

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:

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.

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.

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.

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.

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.

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.

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, 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.

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.

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.

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.

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, 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.

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.

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

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.

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

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

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

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.

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

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.

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.

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.

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.

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

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.

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 13 for the carrying amount of the property, plant and equipment and note 1.9 for the useful economic lives for each class of asset.

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.

The company can elect to convert the convertible loan note (note 20 and 23) 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.

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.

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 note 1.7 for the useful economic lives for each class of asset.

The group makes an estimate of the value of works required at the end of the lease term for leasehold properties, dependent on the terms of the lease, to return the leasehold property to the state it was at the commencement of the term.

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

Their aggregate remuneration comprised:

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:

Deferred tax assets of £2,110,340 (2024: £1,774,770) are unrecognised due to uncertainty of the timing of future profits. Total unused tax losses in the group were £4,569,723.

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

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

Details of the company's subsidiaries at 31 March 2025 are as follows:

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

There were no significant unobservable inputs that had an effect on fair value.

There was a foreign exchange derivative gain in the year of £nil (2024: £2,250).

Bank loans and overdrafts include bank loans falling due within one year, net of finance costs of £3,520,980 (2024: £2,657,932). See note 22 for further details relating to bank loans and other borrowings.

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.

On 14 March 2024 the Group settled amounts previously outstanding in relation to a financing arrangement with Barclays Bank, and refinanced its external debt facilities with Leumi UK Group Limited, entering into facility agreements as follows:

• £15,000,000 receivables finance facility, of which £6,369,658 is drawn at the balance sheet date;

• £2,065,000 plant and machinery loan facility (of which £1,557,893 was drawn at the balance sheet date), interest accruing at 3.55% per annum over daily SONIA, with a final maturity date of 1 March 2029;

• £1,500,000 term loan facility (of which £900,000 was drawn at the balance sheet date), interest accruing at 6.45% per annum over daily SONIA, with a final maturity date of 1 September 2026.

Bank loans are presented net of costs capitalised of £135,174 (2024: £226,512). The Leumi UK Group Limited loans are secured by fixed and floating charges over the property, plant and equipment, inventories and trade receivables of the group. The fair value of borrowings approximates to their carrying amount, as the impact of discounting is not significant.

Other borrowings include an invoice discounting facility of £5,171,242 (2024: £5,678,214). Interest is accruing at a rate of 2.28% over SONIA per annum (2024: 2.28% over SONIA per annum).

At the year-end, there was a covenant breach in relation to certain loans. Post year end covenants were re-negotiated and subsequently the group entered into new refinancing agreements on 18 August 2025. The loan is classified as current at 31 March 2025.

The bank overdrafts of £5,765,056 (2024: £4,761,428) are repayable on demand and attracts interest rates of 8% on GBP accounts, 8% on USD accounts and 6% on EUR accounts.

There are convertible unsecured loan amounts of £21,578,195 (2024: £15,792,890) owed to shareholders of the company. Interest on the loans are accruing at 15% per annum. The amount is included in other borrowings due after more than one year, with accrued interest of £1,078,910 (2024: £3,213,052) included in accruals.

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

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 (2024:£nil)

The share options outstanding at 31 March 2025 have an exercise price of £1.36 (2024: £1.25) and a weighted average contractual life of 4-5 years (2024: 4-5 years). There were 72,668 shares (2024: 6,688) exercised in the year.

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

On 25 January 2021 the Board of BPF1 Limited's subsidiary, Synnovia Limited 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 (2024: nil).

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

Premium or additional paid in capital and contributions.

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

Cumulative profit and loss net of distributions to owners.

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 £8,790,110 (2024: £9,784,341). The Group's indebtedness to its bankers is subject to meeting loan covenants.

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:

The remuneration of key management personnel is as follows.

There are convertible unsecured loan amounts of £21,578,195 (2024: £15,792,890) owed to shareholders of the company. Interest on the loans are accruing at rate of 15% per annum. The amount is included other in borrowings due after more than one year, with accrued interest of £1,078,910 (2024: £3,213,052) included in accruals.

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.

During the year, the company entered into the following transactions with related parties:

During the year, the group incurred consultancy fees totalling £175,986 (2024: £238,128) payable to Akali LLP, an entity in which Faisal Rahmatallah also serves as a director. There are no outstanding balances at year end.

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.