Venture Life : 2021 Annual Report

VENTURE LIFE GROUP

ANNUAL REPORT & ACCOUNTS 2021

DELIVERINGCONSUMER SELF-CAREGLOBALLY

Strategic Report

Page title

OUR MISSION

INTRO Statement

We are committed to providing innovative and efficacious products for the global self-care market, for people who want to lead a healthier life.

OUR VISION

To become a key trusted global leader in self-care products through our knowledge, expertise and capability.

STRATEGIC REPORT	GOVERNANCE
01	Our Highlights	44	Board of Directors
02	The Year in Review	46	Statement of Corporate Governance
04	Q&A with our Director of	48	Directors' Report
	Corporate Development	52	Remuneration Report
06	At a Glance	57	Statement of Directors' Responsibilities

08 Our Products

18	Chair's Statement	FINANCIAL STATEMENTS
20	Our Business Model and Strategy	58	Independent Auditor's Report
22	Our Investment Case	66	Consolidated Statement
23	Key Performance Indicators		of Comprehensive Income
24	Development and Manufacturing	67	Consolidated Statement
26	Chief Executive Officer's Statement		of Financial Position
32	Our ESG Strategy	68	Consolidated Statement
34	Principal Risks and Uncertainties		of Changes in Equity
38	Our Section 172 (1) Statement	69	Consolidated Statement
40	Financial Review		of Cash Flows
		70	Notes to the Consolidated Statements
		105	Parent Company Balance Sheet
		106	Parent Company Statement
			of Changes in Equity
		107	Notes to the Parent Company
			Balance Sheet
		IBC	Shareholder Information

For more information visit https://www.venture-life.com

1 Venture Life Group plc Annual Report & Accounts 2021

Strategic Report

Our Highlights

The Group delivered another year of revenue & profit growth despite global challenges and has completed its largest ever acquisition

FINANCIAL

8.9%		+0.9%
REVENUE		GROSS PROFIT
Revenue increased 8.9% to		Gross profit increased 0.9% to
£32.8 million (2020: £30.1 million)		£13 million (2020: £12.8 million)

8.2%		+1.4%
ADJUSTED EBITDA1		PROFIT AFTER TAX
Adjusted EBITDA increased 8.2% to		Profit after tax increased 1.4%
£6.6 million (2020: £6.1 million)		to £2.4 million (2020: £2.4 million)

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10.8%

ADJUSTED EARNINGS PER SHARE 2 Adjusted earnings per share increased 10.8% to 4.94 pence (2020: 4.46 pence)

COMMERCIAL

3.1ppts

GROSS MARGIN

Percentage gross margin decrease 3.1ppts cx ed to 39.6% (2020: 42.7%)

1. Adjusted EBITDA is EBITDA before deduction of exceptional items and share based payments (see note 31 of financial statements)
2. Adjusted earnings per share is profit after tax excluding amortisation, exceptional items and share-based payments (see note 31 of financial statements)

• Two immediately earnings enhancing acquisitions, expected to bring significant growth in revenues and profitability; fully deploying funds raised in late 2020; now integrated
• Revolving Credit Facility (RCF) in place for up to £50 million, giving significant firepower for further earnings accretive M&A: deployed £9.0 million at 31 December 2021
• Extended agreement with Bayer Consumer Care AG for BV gel, a women's intimate healthcare product
• 11 new long-term distribution agreements signed
• 18 in-market product launches through our international partners
• 7 approved product registrations, with 12 on-going

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Annual Report & Accounts 2021

Strategic Report

The Year in Review

Against a challenging backdrop, 2021 was again, another pivotal year

ACQUISITION OF BBI HEALTHCARE LIMITED		ACQUISITION OF HELSINN
		INTEGRATIVE CARE PORTFOLIO (HCIP)

BBI Healthcare Limited (BBI) was acquired on 4 June 2021. This profitable UK based consumer healthcare business, with manufacturing operations in Gnesta, Sweden, brought with it new products in the area of women's health and diabetes management, along with a fast-growing presence in the UK and internationally for its products.

Its innovative Balance Activ® brand for bacterial vaginosis is sold primarily in the UK under this brand, but is also sold internationally through Bayer Consumer Care AG, where Lift™, a measured dose glucose supplement is the fastest growing product of the acquired portfolio, providing a measured dose of glucose by either chewable tablets or a liquid shot.

This acquisition satisfied a number of our key acquisition criteria, bringing an immediately earnings enhancing transaction, along with immediate cost synergies, and the opportunity for revenue expansion and manufacturing synergies. Already fully integrated into the Group, this business significantly increased the size of the Venture Life Group and brought us into two key therapy areas.

• Purchase consideration £35 million, plus £1 million deferred.
• Reported revenues from 4 June 2021 to 31 December 2021 were £6.5 million (full year revenues were £10.3 million, growth of 8.4% over previous year)
• Gross margin for 4 June 2021 to 31 December 2021 of 48.1% (full year gross margin was 47.9%)
• Immediate post-acquisition cost synergies of £0.9 million (on an annualised basis) already achieved
• Full year 2021 revenues: 80.5% in the UK, 19.5% internationally

The Helsinn Integrative Care Portfolio (HICP) was acquired on

6 August 2021. This provided a profitable portfolio of products in the area of oncology support.

These oncology market products provide symptomatic relief

for some of the side effects associated with cancer or its treatment. The revenues from these products were affected during the Covid pandemic, when cancer treatments were reduced, but now have significant potential for growth, coming out of that period:

• Gelclair, for the treatment of oral mucositis, a common side effect of head and neck radiotherapy. Distributed into 34 countries including the UK, and launched in Japan in late 2021.
• Pomi-T,a polyphenol rich food supplement that reduces the
  inflammation and thus PSA levels in patients with prostate cancer.

Our facility in Italy already manufactured Gelclair for many years, so the acquisition of this brand allowed us to increase the margin capture on this product. Pomi -T has been on the market for much less time than Gelclair, but has already achieved good traction in a short period of time. These products are now fully integrated into the Group, and include good upside opportunities including Gelclair in the USA, Brazil and Canada.

• Purchase consideration £4.8 million
• Reported revenues from 7 August 2021 to 31 December 2021 were £1.9 million (full year revenues were £2.9 million, growth of 10.8% over previous year)
• Full year 2021 revenues: 24.2% in the UK, 75.8% internationally

02	Venture Life Group plc
Annual Report & Accounts 2021

Strategic Report

The Year in Review continued

NEW CHINESE DISTRIBUTOR APPOINTED FOR ORAL CARE BRANDS, POST PERIOD END

On 6 January 2022, we announced our new partner for our oral care brands (Dentyl® and UltraDEX®) in China was Samarkand Group Plc ("Samarkand"), for an exclusive period of 5 years.

Samarkand is a UK based, publicly listed company with expertise in connecting UK brands to the Chinese consumer representing large brands such as Omorovicza, Temple Spa and Philip Kingsley. With operations in Shanghai and London, Samarkand is well placed to emulate the success achieved by both Dentyl® and UltraDEX® in the UK, and the success achieved by the previous partner

in the Chinese market before the pandemic.

Based in London, they have a solid infrastructure in China with over 140 employees and are highly committed to making this partnership work between us.

David Hampstead, CEO Samarkand Group Plc, commented, "We are delighted that Venture Life Group Plc has chosen Samarkand as their new go to market partner for China. Dentyl® and UltraDEX® are market leading brands with established recognition and sales in the China market. Samarkand's on the ground capability in China, combined with our transparent and collaborative approach to working with our brand partners, has once again made us the winning choice for brands."

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Annual Report & Accounts 2021