ACCOUNTS - Final Accounts preparation

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

Registered number: 07887897

SYMPROVE HOLDINGS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

SYMPROVE HOLDINGS LIMITED

COMPANY INFORMATION

Directors	M J Butler
	B E Smith (resigned 22 January 2026)
	A J M Dawson (resigned 22 January 2026)
	D W Johnston (resigned 22 January 2026)
	P E Konney (appointed 22 January 2026)
	A D Gibbs
	W P J Bowler
	J G H Patmore (resigned 22 January 2026)
	P Smallcombe (appointed 22 January 2026)


Registered number	07887897


Registered office	Sandy Farm
	The Sands
	Farnham
	Surrey
	GU10 1PX


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

SYMPROVE HOLDINGS LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Independent auditor's report	4 - 7
Statement of income and retained earnings	8
Statement of financial position	9
Notes to the financial statements	10 - 14

SYMPROVE HOLDINGS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The company’s principal activity is that of an intermediate holding company.

Business review

The results of the company for the financial year, as set out on page 8, show a profit on ordinary activities before tax of £4 (2024: loss of £5,171). The net assets of the company total £1,006,847 (2024: net assets of £1,006,843).

Principal risks and uncertainties

As an intermediate holding company the principal risk facing the company concerns the recoverability of amounts owed by group undertakings, which is ultimately affected by the trading performance of the trading subsidiaries.

Key performance indicators

As an intermediate holding company there are no key performance indicators relevant to an assessment of the company’s results or financial position.

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

A D Gibbs

Director

Date: 15 September 2026

Page 1

SYMPROVE HOLDINGS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

Directors' responsibilities statement

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

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

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Results and dividends

The profit for the year, after taxation, amounted to £4 (2024 - loss £5,171).

A dividend has not been declared (2024: £Nil).

Directors

The directors who served during the year were:

M J Butler

B E Smith (resigned 22 January 2026)

A J M Dawson (resigned 22 January 2026)

D W Johnston (resigned 22 January 2026)

A D Gibbs

W P J Bowler

J G H Patmore (resigned 22 January 2026)

Page 2

SYMPROVE HOLDINGS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor
The auditor, Shaw Gibbs (Audit) Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Post balance sheet events

On the 22nd January 2026, 100% of the parent company’s issued share capital was acquired by Metagenics UK Ltd.

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

A D Gibbs

Director

Date: 15 September 2026

Page 3

SYMPROVE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SYMPROVE HOLDINGS LIMITED

Opinion

We have audited the financial statements of Symprove Holdings Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 and of its profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

SYMPROVE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SYMPROVE HOLDINGS LIMITED (CONTINUED)

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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

SYMPROVE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SYMPROVE HOLDINGS LIMITED (CONTINUED)

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.

Page 6

SYMPROVE HOLDINGS LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SYMPROVE HOLDINGS LIMITED (CONTINUED)

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.

Charlotte Anderson (Senior statutory auditor)

for and on behalf of

Shaw Gibbs (Audit) Limited

Statutory Auditor

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT

15 September 2026

Page 7

SYMPROVE HOLDINGS LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
	£	£


Administrative expenses	4	(5,171)
Operating profit/(loss)	4	(5,171)
Profit/(loss) before tax	4	(5,171)
Tax on profit/(loss)	-	-
Profit/(loss) after tax	4	(5,171)



Retained earnings at the beginning of the year	(248,192)	(243,021)
Profit/(loss) for the year	4	(5,171)
Retained earnings at the end of the year	(248,188)	(248,192)

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of income and retained earnings.

The notes on pages 10 to 14 form part of these financial statements.

Page 8

SYMPROVE HOLDINGS LIMITED

REGISTERED NUMBER: 07887897

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Investments	6		1,015		1,015
			1,015		1,015
Current assets
Debtors: amounts falling due within one year	7	1,005,933		1,005,932
		1,005,933		1,005,932
Creditors: amounts falling due within one year	8	(101)		(104)
Net current assets			1,005,832		1,005,828
Total assets less current liabilities			1,006,847		1,006,843

Net assets			1,006,847		1,006,843

Capital and reserves
Called up share capital	9	928	928
Share premium account	10	1,254,107	1,254,107
Profit and loss account	10	(248,188)	(248,192)
		1,006,847	1,006,843

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

A D Gibbs	M J Butler
Director	Director

Date: 15 September 2026

The notes on pages 10 to 14 form part of these financial statements.

Page 9

SYMPROVE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Symprove Holdings Limited (registered number 07887897) is a private company limited by shares and incorporated in England and Wales. Its registered office is Sandy Farm, The Sands, Farnham, Surrey, GU10 1PX.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

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

The accounts are prepared in Sterling and rounded to the nearest £.

The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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

∙the requirements of Section 7 Statement of Cash Flows;

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

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

This information is included in the consolidated financial statements of BD-C Feeling Midco Limited as at 31 December 2025 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Interests in subsidiaries are assessed for impairment at each reporting date. Any impairments losses or reversals of impairment losses are recognised immediately in profit or loss.

Page 10

SYMPROVE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.5

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

A provision for impairment of trade debtors is established when there is objective evidence that the amounts due will not be collected according to the original terms of the contract. Impairment losses are recognised in profit or loss for the excess of the carrying value of the trade debtor over the present value of the future cash flows discounted using the original effective interest rate. Subsequent reversals of an impairment loss that objectively relate to an event occurring after the impairment loss was recognised, are recognised immediately in profit or loss.

2.6

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.7

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

Page 11

SYMPROVE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.7

Financial instruments (continued)

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

3.	Auditor remuneration

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

4.	Employees
	The company had no employees during the current or prior period.

5.	Taxation

Profit/(loss) on ordinary activities before tax

(5,171)

Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	1	(1,293)
Effects of:
Group relief	(1)	(21,395)
Transfer pricing adjustments	-	22,688
Total tax charge for the year	-	-

Factors that may affect future tax charges

There are no factors that may affect future tax charges.

Page 12

SYMPROVE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	1,015
	At 31 December 2025	1,015

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

Symprove Ltd	Ordinary	100%
Multigerm UK Enterprises Limited	Ordinary	100%
Symprove International Limited	Ordinary	100%
Symprove B.V.	Ordinary	100%

The registered office address of Symprove Ltd, Multigerm UK Enterprises Limited and Symprove International Limited is Sandy Farm, The Sands, Farnham, Surrey, GU10 1PX.
The registered office address of Symprove B.V is Locatellikade 1, 1076 AZ Amsterdam, Netherlands.

Debtors

					2025	2024
					£	£


Amounts owed by group undertakings	1,005,933	1,005,932
	1,005,933	1,005,932

8.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Amounts owed to group undertakings	101	100
Other creditors	-	4

Page 13

SYMPROVE HOLDINGS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

92,837 (2024 - 92,837) Ordinary shares of £0.01 each	928	928

10.

Reserves

Share premium account

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

Profit and loss account

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

11.	Related party transactions
	The company has taken advantage of the exemption conferred by section 33 in Financial Reporting Standard 102 "Related party disclosures" not to disclose transactions with wholly owned members of the group headed by BD-C Feeling Midco Limited.

12.	Post balance sheet events

On the 22nd January 2026, 100% of the group's parent company’s share capital was acquired by Metagenics UK Ltd.

13.	Controlling party

The immediate parent company of Symprove Holdings Limited at the balance sheet date was BD-C Feeling Bidco Limited, whose registered office is Sands Rd, The Sands, Farnham, GU10 1PX.
The parent undertaking of the largest group, which includes Symprove Holdings Limited and for which group accounts are prepared is BD-C Feeling Midco Limited, a company incorporated in England & Wales. Copies of the group financial statements of BD-C Feeling Midco Limited are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
As at the balance sheet date the ultimate controlling party was BD Capital Partners Management (Guernsey) Limited, whose registered office is North Suite 2, Town Mills, Rue du Pre, St Peter Port, Guernsey, GY1 1LT . After the balance sheet date on the 22 January 2026 this changed to Gryphon Partners VI-A, LP and Gryphon Partners VI, LP, with no individual in overall control. The registered office is The Corporation Trust Company, Corporation Trust Center 1209 Orange Street, Wilmington, DE 19801. This change did not affect the company's operations or financial position as at the reporting date.

Page 14