REGISTERED NUMBER: 02477296 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2024

FOR

NICERA EUROPEAN WORKS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTOR:

J Kondo

SECRETARY:

Mrs K E Shephard

REGISTERED OFFICE:

8 Tollgate

Stanbridge Earls

Romsey

Hampshire

SO51 0HE

BUSINESS ADDRESS:

25 Copinger Close

West Totton

Southampton

Hampshire

SO40 8WN

REGISTERED NUMBER:

02477296 (England and Wales)

The director presents his strategic report for the year ended 31st December 2024.

REVIEW OF BUSINESS

The company is continuing to act as distribution agents for the resale of electronic components sourced from other group companies.

The year's results for the company are summarised on page 9, which include Key Performance Indicators for turnover, gross profit and net profit.

The company's gross profit margin of 8.6% dropped slightly from 8.9% the previous year. However, turnover was down 39.7% from the previous year due to a decrease in demand for electronic components. Customers have over-ordered in the previous year and have to utilise their inventories before placing more orders.

Overheads have continued to be contained due to tight management control.

The company's liquid reserves have been invested to achieve favourable returns.

The company made a profit before tax of £16,571 compared to £69,419 the previous year.

At the end of the year, the company's reserves have increased to £638,746 (2023: £594,790).

PRINCIPAL RISKS AND UNCERTAINTIES

The following risks and uncertainties have impacted on the performance of the company:

Sales Growth

Changing market conditions caused by political and economic forces, varying demand and technological advances all contribute to making market conditions challenging. The company will be focusing on developing its distribution customer base to increase activity.

Costs of Sales and Overheads

Fluctuations in foreign currency affect the ability to make a profit. The company manages these risks by holding funds in the foreign currency to mitigate exchange rate variances. Overheads have continued to be contained due to tight management control.

ON BEHALF OF THE BOARD:

J Kondo - Director

1st September 2025

The director presents his report with the financial statements of the company for the year ended 31st December 2024.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the distribution of electronic components.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2024.

FUTURE DEVELOPMENTS

The company will be continuing to act as distribution agents for the resale of electronic components sourced from other group companies.

The company will continue developing its distribution customer base to increase activity and improve sales.

DIRECTOR

J Kondo held office during the whole of the period from 1st January 2024 to the date of this report.

FINANCIAL INSTRUMENTS

Trade and other debtors

Trade and other debtors are valued at cost. Balances in foreign currencies are converted at the year end foreign exchange rate, obtained from Bank of England.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities within 12 months or less.

Foreign currency risk

The Company has limited exposure to foreign currency risk. Substantially all of the Company's sales and purchases are denominated in Sterling.

Credit risk

The Company is at risk from its customers defaulting in making payments for goods that have been supplied to them. The majority of the Company's customers are based within the technology business and therefore industry related changes or economic hardships present a risk to the Company. To minimise this risk the Company has insurance in place to reduce its risk of financial loss.

Trade and other creditors

Trade and other creditors are valued at cost. Balances in foreign currencies are converted at the year end foreign exchange rate, obtained from Bank of England.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Mrs K E Shephard - Secretary

1st September 2025

Opinion

We have audited the financial statements of Nicera European Works Limited (the 'company') for the year ended 31st December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, 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 31st December 2024 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 Auditors' 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on pages three and four, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The company reports and operates under Company Law, Employment Law including duties relating to pension auto-enrolment, and regulations regarding trading with businesses outside ot the UK .

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.

Audit procedures performed by the engagement team included:

Assessment of the risk of material misstatement in respect of irregularities, including fraud, taking into account the company's past history, assessing the control environment, the complexity of transactions and any unusual factors relating to the client.

Discussions with management and those charged with governance of known and suspected instances of non-compliance with laws and regulation.

Detailed analytical reviews of the company's financial statements and audit tests on the company's operating procedures.

Assessment of the company's compliance with the legal and regulatory framework that is applicable to its industry by gathering sufficient evidence.

Sample testing on key areas of the financial statements that have been identified as areas where potential material misstatements may have occurred due to error or fraud.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

There are inherent limitations in the audit procedures described above and the further 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. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through collusion.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Graham Wiseman FCA (Senior Statutory Auditor)

for and on behalf of Boler Wiseman

Statutory Auditor

8 Tollgate

Stanbridge Earls

Romsey

Hampshire

SO51 OHE

1st September 2025

TURNOVER

3

1,248,972

2,072,014

Cost of sales

1,141,555

1,888,180

GROSS PROFIT

107,417

183,834

Administrative expenses

96,193

117,220

OPERATING PROFIT

5

11,224

66,614

Interest receivable and similar income

6

5,347

2,805

PROFIT BEFORE TAXATION

16,571

69,419

Tax on profit

7

(27,385

)

36

PROFIT FOR THE FINANCIAL YEAR

43,956

69,383

PROFIT FOR THE YEAR

43,956

69,383

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

43,956

69,383

FIXED ASSETS

Tangible assets

8

869

300

CURRENT ASSETS

Stocks

9

10,248

14,996

Debtors

10

164,661

153,756

Cash at bank and in hand

508,332

551,764

683,241

720,516

CREDITORS

Amounts falling due within one year

11

45,364

126,026

NET CURRENT ASSETS

637,877

594,490

TOTAL ASSETS LESS CURRENT LIABILITIES

638,746

594,790

CAPITAL AND RESERVES

Called up share capital

12

966,652

966,652

Retained earnings

13

(327,906

)

(371,862

)

SHAREHOLDERS' FUNDS

16

638,746

594,790

The financial statements were approved by the director and authorised for issue on 1st September 2025 and were signed by:

J Kondo - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2023

966,652

(441,245

)

525,407

Changes in equity

Total comprehensive income

-

69,383

69,383

Balance at 31st December 2023

966,652

(371,862

)

594,790

Changes in equity

Total comprehensive income

-

43,956

43,956

Balance at 31st December 2024

966,652

(327,906

)

638,746

Cash flows from operating activities

Cash generated from operations

1

(48,025

)

91,394

Tax paid

-

(36

)

Taxation refund

37

-

Net cash from operating activities

(47,988

)

91,358

Cash flows from investing activities

Purchase of tangible fixed assets

(791

)

-

Interest received

5,347

2,805

Net cash from investing activities

4,556

2,805

(Decrease)/increase in cash and cash equivalents

(43,432

)

94,163

Cash and cash equivalents at beginning of year

2

551,764

457,601

Cash and cash equivalents at end of year

2

508,332

551,764

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

Profit before taxation

16,571

69,419

Depreciation charges

222

176

Finance income

(5,347

)

(2,805

)

11,446

66,790

Decrease in stocks

4,748

60,493

Decrease in trade and other debtors

16,435

32,375

Decrease in trade and other creditors

(80,654

)

(68,264

)

Cash generated from operations

(48,025

)

91,394

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

508,332

551,764

Year ended 31st December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

551,764

457,601

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

551,764

(43,432

)

508,332

551,764

(43,432

)

508,332

Total

551,764

(43,432

)

508,332

1.	STATUTORY INFORMATION

Nicera European Works Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The financial statements are presented in £ Sterling which is the functional currency of the company and rounded to the nearest £.

2.	ACCOUNTING POLICIES

Fundamental accounting concept

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover comprises of the sales of electronic components, revenue being recognised at the point of delivery to the customer.

The company recognises revenue from the sale of goods when all the following conditions are satisfied:

- the company has transferred to the customer the significant risks and rewards of ownership of the goods;

- the company 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 measure reliably;

- it is probable that the economic benefits associated with the transactions will flow to the company;

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on cost

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

Stocks

Stock is valued at the lower of cost and estimated selling price less costs to complete and sell, recognising impairment loss if necessary, after making due allowance for obsolete and slow moving items. The method used is on a first-in, first out basis. Under this method, the cost of stock is calculated assuming that the first goods purchased are the first goods sold.

Financial instruments

Trade and other debtors

Trade and other debtors are valued at cost. Balances in foreign currencies are converted at the year end foreign exchange rate, obtained from Bank of England.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand, demand deposits with banks and other short-term highly liquid investments with original maturities within 12 months or less.

Foreign currency risk

The Company has limited exposure to foreign currency risk. Substantially all of the Company's sales and purchases are denominated in Sterling.

Credit risk

The Company is at risk from its customers defaulting in making payments for goods that have been supplied to them. The majority of the Company's customers are based within the technology business and therefore industry related changes or economic hardships present a risk to the Company. To minimise this risk the Company has insurance in place to reduce its risk of financial loss.

Trade and other creditors

Trade and other creditors are valued at cost. Balances in foreign currencies are converted at the year end foreign exchange rate, obtained from Bank of England.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

545,329

968,899

European Community

443,828

595,806

Other

259,815

507,309

1,248,972

2,072,014

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

66,545

63,123

Social security costs

1,519

432

Other pension costs

5,055

4,708

73,119

68,263

The average number of employees during the year was as follows:

2024

2023

Selling and distribution

1

1

Administration

1

1

2

2

2024

2023

£

£

Director's remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024

2023

£

£

Depreciation - owned assets

222

176

Auditors' remuneration

3,000

3,000

Auditors' remuneration for non audit work

900

900

Foreign exchange loss/(gain)

(2,854

)

19,643

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£

£

Interest receivable

5,347

2,805

7.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

2024

2023

£

£

Current tax:

UK corporation tax

(45

)

36

Deferred tax

(27,340

)

-

Tax on profit

(27,385

)

36

UK corporation tax has been charged at 25% (2023 - 19%).

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

16,571

69,419

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 19%)

4,143

13,190

Effects of:

Utilisation of tax losses

(5,524

)

(13,687

)

Defer tax movement

(27,340

)

-

Tax on interest receivable

1,336

533

Total tax (credit)/charge

(27,385

)

36

8.	TANGIBLE FIXED ASSETS

Fixtures

and

fittings

£

COST

At 1st January 2024

1,881

Additions

791

At 31st December 2024

2,672

DEPRECIATION

At 1st January 2024

1,581

Charge for year

222

At 31st December 2024

1,803

NET BOOK VALUE

At 31st December 2024

869

At 31st December 2023

300

9.

STOCKS

2024

2023

£

£

Finished goods

10,248

14,996

10.

DEBTORS

2024

2023

£

£

Amounts falling due within one year:

Trade debtors

132,587

147,640

Sundry debtors

147

240

Value added tax

698

-

Prepayments

3,889

5,876

137,321

153,756

Amounts falling due after more than one year:

Deferred tax

27,340

-

Aggregate amounts

164,661

153,756

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

6,071

6,565

Amounts owed to group undertakings

36,393

112,172

Tax

-

8

Social security and other taxes

1,009

1,008

Value added tax

-

3,936

Other creditors

1,687

2,106

Accrued expenses

204

231

45,364

126,026

Amounts owed to group undertakings relate to trading activity conducted at arm's length under normal trade terms and conditions.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

966,652

Ordinary shares

1

966,652

966,652

13.

RESERVES

Retained

earnings

£

At 1st January 2024

(371,862

)

Profit for the year

43,956

At 31st December 2024

(327,906

)

14.	ULTIMATE PARENT COMPANY

The company's immediate parent undertaking is Nippon Ceramic Co.,Ltd. It has included the company in its group accounts, copies of which are available from its registered office: Nippon Ceramic Co.,Ltd, 176-17 , Hirooka, Tottori-shi, 689-1193, Japan. The company's ultimate parent company and controlling party is Nippon Ceramic Co.,Ltd which is incorporated in Japan. Copies of its group accounts, which include the company, are available from the address shown above.

15.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.