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Registered number: 12699286










BD-C FEELING MIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
BD-C FEELING MIDCO LIMITED
 
 
COMPANY INFORMATION


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




Registered number
12699286



Registered office
Sands Road
The Sands

Farnham

Surrey

GU10 1PX




Independent auditor
Shaw Gibbs (Audit) Limited
Statutory Auditor

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT





 
BD-C FEELING MIDCO LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditor's Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 40


 
BD-C FEELING MIDCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Business review
 
The results of the group for the financial year, as set out on page 9, show a loss on ordinary activities before tax of £8,182,288 (2024: loss of £6,203,903). The net liabilities of the group total £24,207,344 (2024: net liabilities of £14,714,384).

Principal risks and uncertainties
 
The following are considered the principal risks and uncertainties for the group:
Regulatory
A major incident in food safety could negatively impact customers’ trust in Symprove and could cause reputational damage to the brand. The group maintains the highest standards of food safety through the internal processes in place to monitor and enhance food hygiene and safety standards, a robust product testing regime and only sourcing high quality ingredients. These processes are assessed and validated as part of the group’s BRC Start! accreditation.
Financial
The group’s operations expose it to a variety of financial risks that include the effects of credit risk and foreign exchange risk. The group specifically manages these risks to minimise their impact on financial performance.
• Credit risk
As a D2C business the majority of the group’s sales are pre-authorised on debit/credit cards where credit risk is low. However, the group does have a number of retail customers which expose it to credit risk. The group closely monitors its outstanding debts and has implemented policies that require appropriate credit checks on potentially significant new customers before any sales are made. Customer credit limits are reviewed and updated periodically, and monthly ageing reviews are carried out and appropriate follow-up action is taken.
• Currency risk
The group works with a distributor for sales in the Republic of Ireland who purchase in Euros, which means that the group is exposed to currency risks. Exposure is limited as the group undertakes periodic spot transactions to convert currency balances into GBP to minimize currency risk.
 

Page 1

 
BD-C FEELING MIDCO LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025

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

Other key performance indicators
 
Non-financial measures such as key customer metrics are also monitored by the group. 


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







A D Gibbs
Director

Date: 15 September 2026

Page 2

 
BD-C FEELING MIDCO 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group 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 for the Group'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 Group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £9,469,350 (2024 - loss £6,476,609).

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

Directors

The company directors who served during the year were:

A J M Dawson (resigned 22 January 2026)
A D Gibbs 
J G H Patmore (resigned 22 January 2026)

Future developments

The group continues to pursue growth in the UK and internationally, with preparations currently underway to launch in new markets during 2027.

Research and development activities

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

Page 3

 
BD-C FEELING MIDCO 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 and the Group'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 and the Group'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 4

 
BD-C FEELING MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BD-C FEELING MIDCO LIMITED
 

Opinion


We have audited the financial statements of BD-C Feeling Midco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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 Group's and of the parent Company's affairs as at 31 December 2025 and of the Group's 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 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 5

 
BD-C FEELING MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BD-C FEELING MIDCO 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 Group and parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Group and 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.


Page 6

 
BD-C FEELING MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BD-C FEELING MIDCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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 parent company and group and the industry in which it operates, and considered the risk of acts by the parent company and group 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 7

 
BD-C FEELING MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BD-C FEELING MIDCO 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 8

 
BD-C FEELING MIDCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
36,743,880
27,728,822

Cost of sales
  
(10,592,823)
(7,455,778)

Gross profit
  
26,151,057
20,273,044

Administrative expenses
  
(24,757,423)
(21,877,339)

Exceptional administrative expenses
 13 
(4,263,136)
-

Other operating income
  
125,866
254,804

Operating loss
 6 
(2,743,636)
(1,349,491)

Interest receivable and similar income
 10 
44,643
440

Interest payable and similar expenses
 11 
(5,483,295)
(4,854,852)

Loss before taxation
  
(8,182,288)
(6,203,903)

Tax on loss
 12 
(1,287,062)
(272,706)

Loss for the financial year
  
(9,469,350)
(6,476,609)

  

Foreign currency translation
  
(23,610)
1,729

Other comprehensive income for the year
  
(23,610)
1,729

Total comprehensive income for the year
  
(9,492,960)
(6,474,880)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(9,469,350)
(6,476,609)

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(9,492,960)
(6,474,880)

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

The notes on pages 16 to 40 form part of these financial statements.

Page 9

 
BD-C FEELING MIDCO LIMITED
REGISTERED NUMBER: 12699286

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 15 
19,406,635
22,883,907

Tangible assets
 16 
4,516,688
3,475,706

  
23,923,323
26,359,613

Current assets
  

Stocks
 18 
1,343,758
633,062

Debtors: amounts falling due within one year
 19 
7,454,193
6,756,677

Cash at bank and in hand
 20 
4,058,629
1,372,461

  
12,856,580
8,762,200

Creditors: amounts falling due within one year
 21 
(32,197,490)
(20,582,689)

Net current liabilities
  
 
 
(19,340,910)
 
 
(11,820,489)

Total assets less current liabilities
  
4,582,413
14,539,124

Creditors: amounts falling due after more than one year
 22 
(28,686,689)
(29,253,508)

Other provisions
 25 
(103,068)
-

  
 
 
(103,068)
 
 
-

Net liabilities
  
(24,207,344)
(14,714,384)


Capital and reserves
  

Called up share capital 
 26 
13,903,520
13,903,520

Profit and loss account
 27 
(38,110,864)
(28,617,904)

Equity attributable to owners of the parent Company
  
(24,207,344)
(14,714,384)


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




A D Gibbs
Director

Date: 15 September 2026

The notes on pages 16 to 40 form part of these financial statements.

Page 10

 
BD-C FEELING MIDCO LIMITED
REGISTERED NUMBER: 12699286

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 17 
20,461,095
20,461,095

  
20,461,095
20,461,095

Current assets
  

Debtors: amounts falling due after more than one year
 19 
22,968,308
22,968,308

Debtors: amounts falling due within one year
 19 
20,862,747
18,217,926

  
43,831,055
41,186,234

Creditors: amounts falling due within one year
 21 
(22,489,841)
(20,782,517)

Net current assets
  
 
 
21,341,214
 
 
20,403,717

Total assets less current liabilities
  
41,802,309
40,864,812

  

Creditors: amounts falling due after more than one year
 22 
(28,686,689)
(25,389,809)

  

Net assets
  
13,115,620
15,475,003


Capital and reserves
  

Called up share capital 
 26 
13,903,520
13,903,520

Profit and loss account carried forward
  
(787,900)
1,571,483

  
13,115,620
15,475,003


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






A D Gibbs
Director

Date: 15 September 2026

The notes on pages 16 to 40 form part of these financial statements.

Page 11

 
BD-C FEELING MIDCO LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£


At 1 January 2024
13,903,520
(22,143,024)
(8,239,504)
(8,239,504)


Comprehensive income for the year

Loss for the year
-
(6,476,609)
(6,476,609)
(6,476,609)

Foreign currency translation
-
1,729
1,729
1,729
Total comprehensive income for the year
-
(6,474,880)
(6,474,880)
(6,474,880)


Total transactions with owners
-
-
-
-



At 31 December 2024
13,903,520
(28,617,904)
(14,714,384)
(14,714,384)


Comprehensive income for the year

Loss for the year
-
(9,469,350)
(9,469,350)
(9,469,350)

Foreign currency translation
-
(23,610)
(23,610)
(23,610)
Total comprehensive income for the year
-
(9,492,960)
(9,492,960)
(9,492,960)


Total transactions with owners
-
-
-
-


At 31 December 2025
13,903,520
(38,110,864)
(24,207,344)
(24,207,344)


The notes on pages 16 to 40 form part of these financial statements.

Page 12

 
BD-C FEELING MIDCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
13,903,520
3,039,711
16,943,231


Comprehensive income for the year

Loss for the year
-
(1,468,228)
(1,468,228)
Total comprehensive income for the year
-
(1,468,228)
(1,468,228)


Total transactions with owners
-
-
-



31 December 2024
13,903,520
1,571,483
15,475,003


Comprehensive income for the year

Loss for the year
-
(2,359,383)
(2,359,383)
Total comprehensive income for the year
-
(2,359,383)
(2,359,383)


Total transactions with owners
-
-
-


At 31 December 2025
13,903,520
(787,900)
13,115,620


The notes on pages 16 to 40 form part of these financial statements.

Page 13

 
BD-C FEELING MIDCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
£
£

Cash flows from operating activities

Loss for the financial year
(9,469,350)
(6,476,609)

Adjustments for:

Amortisation of intangible assets
4,322,386
4,268,045

Depreciation of tangible assets
426,652
177,906

Profit/(loss) on disposal of tangible assets
-
(7,025)

Interest payable per P&L
5,483,295
4,854,852

Interest paid
-
(29,343)

Interest receivable per P&L
(44,643)
(440)

Taxation charge
1,287,062
272,706

(Increase) in stocks
(710,696)
(176,644)

Increase in provisions
103,068
-

(Increase)/decrease in debtors
(1,032,232)
413,391

Increase in creditors
4,724,231
482,036

R&D tax credit income
(120,991)
(254,804)

Corporation tax received
9,100
-

Net cash generated from operating activities

4,977,882
3,524,071


Cash flows from investing activities

Purchase of intangible fixed assets
(845,113)
(314,804)

Sale of intangible assets
-
4,349

Purchase of tangible fixed assets
(1,467,634)
(2,295,859)

Sale of tangible fixed assets
-
7,025

Interest received
44,643
440

Net cash from investing activities

(2,268,104)
(2,598,849)


Net increase in cash and cash equivalents
2,709,778
925,222

Cash and cash equivalents at beginning of year
1,372,461
445,510

Effect of foreign exchange rates
(23,610)
1,729

Cash and cash equivalents at the end of year
4,058,629
1,372,461


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,058,629
1,372,461


The notes on pages 16 to 40 form part of these financial statements.

Page 14

 
BD-C FEELING MIDCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025





At 1 January 2025
Cash flows
Other non-cash changes
At 31 December 2025
£

£

£

£

Cash at bank and in hand

1,372,461

2,686,168

-

4,058,629

Debt due after 1 year

(29,253,508)

-

566,819

(28,686,689)

Debt due within 1 year

-

-

(3,863,699)

(3,863,699)


(27,881,047)
2,686,168
(3,296,880)
(28,491,759)

The notes on pages 16 to 40 form part of these financial statements.

Page 15

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

1.


General information

BD-C Feeling Midco Limited, (registered number 12699286), is a private company limited by shares and
incorporated in England and Wales.
Its registered office is Sands Road, The Sands, Farnham, Surrey, GU10 1PX.
These consolidated financial statements comprise the company and its subsidiaries (together referred to
as the "Group").

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

At the balance sheet date the group had net liabilities of £24,207,344 (2024: liabilities of £14,714,384). The directors prepare and update forecasts and monitor the group’s cash position regularly. The directors are satisfied, having reviewed these budgets and forecasts, and given the ongoing support from Metagenics LLC, that the company and group can meet their liabilities as they fall due for the foreseeable future. The directors, having received a letter of support from Metagenics LLC for a period of at least 12 months from the date the financial statements are approved, are therefore of the opinion that it is reasonable to prepare these financial statements on a going concern basis.

Page 16

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 17

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

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

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 18

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.13

Exceptional items

Exceptional items are disclosed separately where it is necessary to do so to provide further
understanding of the financial performance of the group. They are items that are material either
because of their size or nature, or that are non-recurring and outside the scope of ordinary activities
of the business.

Page 19

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

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

∙it is technically feasible to complete an intangible asset which will be available for use;
∙management intends to complete the intangible asset and use or sell it;
∙there is an ability to use or sell the intangible asset;
∙it can be demonstrated that the intangible asset will generate probable future economic benefits;
∙adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and
∙the expenditure attributable to the intangible asset during its development can be reliably measured.

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

 The estimated useful lives range as follows:

Patents
-
10
years
Development expenditure
-
10
years
Goodwill
-
10
years
Software
-
5
years
Assets under construction
-
amortised once completed

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.15
Tangible fixed assets (continued)

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

Depreciation is provided on the following basis:

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

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Impairment of fixed assets and goodwill

An assessment is made at each reporting date of whether there are indications that a fixed asset may be impaired or that an impairment loss previously recognised has fully or partially reversed. If such indications exist, the Group estimates the recoverable amount of the asset or, for goodwill, the recoverable amount of the cash-generating unit to which the goodwill belongs.
Shortfalls between the carrying value of fixed assets and their recoverable amounts, being the higher of fair value less costs to sell and value-in-use, are recognised as impairment losses. Impairment losses are recognised in profit or loss.   
Any impairment loss recognised for goodwill is not reversed. For fixed assets other than goodwill, recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Reversals of impairment losses are recognised in profit or loss. On reversal of an impairment loss, the depreciation or amortisation is adjusted to allocate the asset’s revised carrying amount (less any residual value) over its remaining useful life.

 
2.17

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. 

 
2.18

Stocks

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

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

Page 21

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

 
2.19

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. 

 
2.20

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.21

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.

  
2.22

Provisions for liabilities

Provisions are recognised when the Company has an obligation at the reporting date as a result of a
past event which it is probable will result in the transfer of economic benefits and that obligation can
be estimated reliably.
Provisions are measured at the best estimate of the amounts required to settle the obligation. Where
the effect of the time value of money is material, the provision is based on the present value of those
amounts, discounted at the pre-tax discount rate that reflects the risks specific to the liability. The
unwinding of the discount is recognised within interest payable and similar expenses.

 
2.23

Financial instruments

The Group 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.
Page 22

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)


2.23
Financial instruments (continued)


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

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

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.

Page 23

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Critical judgements in applying the group’s accounting policies:
Capitalisation of development costs
Assessing whether the group’s research and development expenditure meets the criteria to be capitalised as intangible assets (as set out in note 2.14) requires judgement. The directors consider the outcome of R&D activities and assess the degree of certainty attached to the flow of future economic benefits that are attributable to the use of the asset on the basis of scientific evidence available at the time of initial recognition.
Key sources of estimation uncertainty:
In the opinion of the directors there are currently no critical accounting estimates.


4.


Turnover

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

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
30,803,229
22,502,633

Rest of the world
5,940,651
5,226,189

36,743,880
27,728,822



5.


Other operating income

2025
2024
£
£

Research and development tax credit
120,991
254,804

Sundry income
4,875
-

125,866
254,804


Page 24

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

6.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Research & development charged as an expense
226,665
231,758

Exchange differences
(24,282)
49,009

Depreciation
426,652
177,906

Amortisation
4,322,386
4,268,045

Operating leases
623,579
618,620

Exceptional items
4,263,136
-


7.


Auditor remuneration

During the year, the Group obtained the following services from the Company's auditor:


2025
2024
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
27,810
27,000

Other non-audit services provided by the auditor
30,563
17,250

Page 25

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
2025
Group
2024
£
£



Wages and salaries
7,550,546
6,036,840

Social security costs
735,288
493,439

Cost of defined contribution scheme
212,677
157,215

8,498,511
6,687,494

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


2025
2024
No.
No.



Directors
4
4

Production
25
22

Administrative
88
76

117
102


9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
943,661
593,692

Group contributions to defined contribution pension schemes
19,712
10,283

963,373
603,975


During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £436,424 (2024 - £280,886).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,022 (2024 - £6,695).



Page 26

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

10.


Interest receivable

2025
2024
£
£


Other interest receivable
44,643
440


11.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
5,437,276
4,854,852

Other interest payable
46,019
-

5,483,295
4,854,852


12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
961,446
142,106

Adjustments in respect of previous periods
86,516
26,507


Total current tax
1,047,962
168,613

Deferred tax


Origination and reversal of timing differences
239,100
104,093

Total deferred tax
239,100
104,093


Tax on loss
1,287,062
272,706
Page 27

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
12.Taxation (continued)


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:

2025
2024
£
£


Loss on ordinary activities before tax
(8,182,288)
(6,203,903)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
(2,045,572)
(1,550,976)

Effects of:


Non-tax deductible amortisation
967,742
967,742

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,087,887
27,198

Capital allowances for year in excess of depreciation
(123,736)
(189,054)

Utilisation of tax losses
-
(233,748)

Adjustments to tax charge in respect of prior periods
86,516
-

Other timing differences leading to an increase in taxation
896,672
1,099,289

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
-
(20,778)

Changes in provisions leading to an increase in the tax charge
(6,916)
16,784

Unrelieved tax losses carried forward
187,704
53,536

Transfer pricing adjustments
93,349
101,904

Group relief
(95,684)
(103,284)

Deferred Tax Movement
239,100
104,093

Total tax charge/(credit) for the year
1,287,062
272,706


Factors that may affect future tax charges

There were no factors that may affect future tax charges.
The group has unrelieved tax losses of £750,815 (2024: £339,215), to use against the future profits of the business.

Page 28

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

13.


Exceptional items

2025
2024
£
£


Professional advisory and transaction support fees
4,263,136
-

Exceptional items comprise professional advisory and transaction support fees incurred during the year, relating to the post-balance sheet acquisition (note 32). The fees have been presented as exceptional due to their size and non-recurring nature and to provide a clearer understanding of the underlying trading performance of the company.


14.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £2,359,383 (2024 - loss £1,468,228).

Page 29

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

15.


Intangible assets

Group 





Patents
Development expenditure
Computer software
Goodwill
Assets under construction

£
£
£
£
£



Cost


At 1 January 2025
309,939
1,351,958
1,222,864
38,709,666
8,137


Additions
86,528
195,667
548,085
-
14,833


Transfers
-
-
8,137
-
(8,137)



At 31 December 2025

396,467
1,547,625
1,779,086
38,709,666
14,833



Amortisation


At 1 January 2025
116,719
612,955
638,568
17,350,414
-


Charge for the year on owned assets
35,568
142,556
273,295
3,870,967
-



At 31 December 2025

152,287
755,511
911,863
21,221,381
-



Net book value



At 31 December 2025
244,180
792,114
867,223
17,488,285
14,833



At 31 December 2024
193,220
739,003
584,296
21,359,252
8,137
Page 30

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
           15.Intangible assets (continued)


Total

£



Cost


At 1 January 2025
41,602,564


Additions
845,113


Transfers
-



At 31 December 2025

42,447,677



Amortisation


At 1 January 2025
18,718,656


Charge for the year on owned assets
4,322,386



At 31 December 2025

23,041,042



Net book value



At 31 December 2025
19,406,635



At 31 December 2024
22,883,908


The goodwill on acquisition of the shares in Symprove Holdings Limited and its subsidiaries is material to the financial statements. Its carrying amount is £17,488,285 (2024: 21,359,252) and its remaining amortisation period is 4 years and 6 months.
The company has no intangible fixed assets.


Page 31

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

16.


Tangible fixed assets

Group






Property improvements
Plant and machinery
Office equipment
Assets under construction
Total

£
£
£
£
£



Cost


At 1 January 2025
451,237
1,232,216
217,451
2,130,107
4,031,011


Additions
994,354
184,659
80,561
208,061
1,467,635


Transfers between classes
1,859,587
260,917
9,603
(2,130,107)
-



At 31 December 2025

3,305,178
1,677,792
307,615
208,061
5,498,646



Depreciation


At 1 January 2025
98,000
338,043
119,263
-
555,306


Charge for the year on owned assets
223,696
151,971
50,985
-
426,652



At 31 December 2025

321,696
490,014
170,248
-
981,958



Net book value



At 31 December 2025
2,983,482
1,187,778
137,367
208,061
4,516,688



At 31 December 2024
353,237
894,173
98,188
2,130,107
3,475,705

The company has no tangible fixed assets.

Page 32

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

17.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2025
20,461,095



At 31 December 2025
20,461,095




All subsidiaries of BD-C Feeling Midco Limited are included in the consolidated accounts.



Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Direct/Indirect holding

Class of shares

Holding

BD-C Feeling Bidco Limited
Direct
Ordinary
100%
Symprove Holdings Limited
Indirect
Ordinary
100%
Symprove Ltd
Indirect
Ordinary
100%
Multigerm UK Enterprises Ltd
Indirect
Ordinary
100%
Symprove International Limited
Indirect
Ordinary
100%
Symprove B.V.
Indirect
Ordinary
100%

The registered office address BD-C Feeling Bidco Limited, Symprove Holdings Limited, 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.
Multigerm UK Enterprises Limited & Symprove International Limited are entitled to the exemption from the requirement to have an audit under the provisions of section 479A of the Companies Act 2006 and have taken advantage of this exemption. The parent undertaking has given a guarantee under section 479C in respect of this financial year.
All subsidiary companies are included in the consolidated figures.
 

Page 33

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

18.


Stocks

Group
Group
2025
2024
£
£

Raw materials and consumables
787,464
462,657

Work in progress (goods to be sold)
57,644
38,748

Finished goods and goods for resale
498,650
131,657

1,343,758
633,062



19.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
22,968,308
22,968,308


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Due within one year

Trade debtors
1,680,700
742,768
-
-

Amounts owed by parent company
4,425,454
4,408,781
4,525,884
4,525,884

Other debtors
34,339
39,774
-
-

Prepayments and accrued income
637,459
554,397
15,113,383
12,357,186

Corporation tax repayable
-
95,616
-
-

Deferred taxation
676,241
915,341
1,223,480
1,334,856

7,454,193
6,756,677
20,862,747
18,217,926



20.


Cash and cash equivalents

Group
Group
2025
2024
£
£

Cash at bank and in hand
4,058,629
1,372,461


Page 34

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

21.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Other loans
3,863,699
-
-
-

Trade creditors
2,423,314
1,547,468
2,000
-

Amounts owed to group undertakings
-
-
4,566,628
4,558,128

Corporation tax
840,455
-
-
-

Other taxation and social security
420,478
418,834
-
-

Other creditors
129,786
218,413
-
-

Accruals and deferred income
24,519,758
18,397,974
17,921,213
16,224,389

32,197,490
20,582,689
22,489,841
20,782,517



22.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Other loans
28,686,689
29,253,508
28,686,689
25,389,809



The aggregate amount of liabilities repayable wholly or in part more than five years after the reporting date is:
Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Repayable other than by instalments
28,686,689
29,253,508
28,686,689
25,389,809



Page 35

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

23.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Amounts falling due within one year

Other loans
3,863,699
-
-
-


Amounts falling due 2-5 years

Other loans
-
3,863,699
-
-

Amounts falling due after more than 5 years

Other loans
28,686,689
25,389,809
28,686,689
25,389,809

32,550,388
29,253,508
28,686,689
25,389,809


£30,389,809 of unsecured loan notes were issued by the group in previous periods. 
£3,836,699 (2024: £3,836,699) is repayable by 30 January 2026 with an effective interest rate of 8.64%.
£25,389,809 (2024: £25,389,809) is repayable in full no later than 10 July 2030. Interest is being charged at 12% per annum.

Page 36

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

24.


Deferred taxation


Group



2025


£






At beginning of year
915,341


Charged to profit or loss
(239,100)



At end of year
676,241

Company


2025


£






At beginning of year
1,334,856


Charged to profit or loss
(111,376)



At end of year
1,223,480

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Fixed asset timing differences
(778,284)
(657,476)
-
-

Short term timing differences
1,454,525
1,572,817
1,223,480
1,334,856

676,241
915,341
1,223,480
1,334,856

Page 37

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

25.


Provisions


Group



Other provision

£





At 1 January 2025
-


Charged to profit or loss
103,068



At 31 December 2025
103,068

The other provision balance relates to a potential future VAT liability. The balance is estimated to be due in more than 1 year but not more than 5 years.



26.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1,390,352,000 (2024 - 1,390,352,000) Ordinary shares of £0.01 each
13,903,520
13,903,520



27.


Reserves

Profit and loss account

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



28.


Capital commitments




At 31 December 2025 the Group  had capital commitments as follows:


Group
Group
2025
2024
£
£

Contracted for but not provided in these financial statements
36,334
485,819

Page 38

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

29.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £200,669 (2024 - £157,215). Contributions totalling £46,501 (2024 - £74,166) were payable to the fund at the reporting date and are included in creditors.


30.


Commitments under operating leases

At 31 December 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
675,570
654,021

Later than 1 year and not later than 5 years
1,511,213
2,169,490

2,186,783
2,823,511

31.


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.
At the year end the Group was owed £4,425,454 (2024: £4,408,781) by BD-C Feeling Topco Limited. This loan is repayable on demand and no interest is being charged. The Company was owed £4,525,884 (2024: £4,525,884) by BD-C Feeling Topco Limited. 
BD-C Feeling Topco Limited owns 100% of the share capital of BD-C Feeling Midco Limited, which in turn owns 100% of the share capital of BD-C Feeling Bidco Limited.
Total key management remuneration for the year was £1,105,563 (2024: 679,732).


32.


Post balance sheet events

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

Page 39

 
BD-C FEELING MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025

33.


Controlling party

The immediate parent of BD-C Feeling Midco Limited at the balance sheet date was BD-C Feeling Topco Limited.
BD-C Feeling Topco Limited is a Guernsey registered company and its registered office is North Suite, 2
Town Mills, Rue du Pre, St Peter Port, Guernsey, GY1 1LT.
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 40