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Registered number: 04421197









First Water Limited









Annual Report and Financial Statements

For the Year Ended 31 December 2024

 
First Water Limited
 
 
Company Information


Directors
W Dickinson 
M Johnson (appointed 11 March 2024)




Company secretary
M W Johnson



Registered number
04421197



Registered office
997 Manchester Road
Ashton-Under-Lyne

Greater Manchester

OL7 0ED




Independent auditors
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
First Water Limited
 

Contents



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Balance Sheet
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 24


 
First Water Limited
 
 
Strategic Report
For the Year Ended 31 December 2024

The directors present the audited annual report and accounts for the year ending 31 December 2024.

Business review and principal activities
 
First Water Limited is a 100% directly owned subsidiary of Scapa Group Limited, which is part of Mativ Holdings Inc. The principal activity of the Company is to act as an intermediate holding company within the Mativ Holdings Inc group.
The principal activities of its subsidiaries was the research, development and manufacture of proprietary wound care, healthcare, and consumer care products.

Review of developments and performance during the year

The Company’s income for the year ending 31 December 2024 was £83k (2023: £nil) and other operating income £nil (2023: £5,382k). Administrative expenses were a credit £172k due to a gain on the disposal of the property totalling £253k (2023: expense £5,437k).
The Company delivered an operating profit totalling £27,414k (2023: £55k loss).
In the year, the Company impaired the investment in Scapa Denver (North) Limited by £177k and reversed the impairment held against the investment in Systagenix Wound Management Manufacturing Limited by £27,336k. The net impact is an exceptional credit of £27,159k.
The Company also disposed of its investment in First Water Ramsbury Limited during the year resulting in a loss of £2,184k.
During the year, the Company allotted and issued 90,250,000 ordinary shares of £0.10 each for cash. The shares were allotted on 18 December 2024 at par, resulting in aggregate consideration received of £9,025,000.  The shares carry full rights to vote, to dividends and to capital distribution (including on winding up) and are not redeemable
Mativ Holdings Inc, has made a disclosure in accordance with the UK Modern Slavery Act 2015 which incorporates the requirements under the California Transparency in Supply Chains Act 2010.  This can be found on the Mativ website at https://mativ.com/human -rights/ Mativ Transparency in Supply Chains Statement

Review of position at year end

As at 31 December 2024 the Company had net liabilities of £91k (2023: £31,750k). 

Principal risks and uncertainties
 
As a wholly owned subsidiary of Mativ Holdings Inc., the directors of Mativ Holdings Inc manage the Group's risks at a Group level, rather than at an individual subsidiary level. The principal risks and uncertainties of Mativ Holdings Inc. which include those of the Company, are discussed in the business review in the Group’s annual report which does not form part of this report. 

Strategic risk

Innovation at competitive prices is the key to success in the advanced wound care market: Significant investment in development of new and innovative products is an ongoing activity, as is the drive to improve efficiency and take cost out of products to meet target pricing.

Page 1

 
First Water Limited
 

Strategic Report (continued)
For the Year Ended 31 December 2024

Liquidity risk

In order to maintain liquidity and to ensure that sufficient funds are available for ongoing operations and future developments, the Company reviews its cash flow requirements on an on-going basis. Use of inter group borrowings is available as necessary.

Financial risk

The Company is exposed to various financial risks: foreign exchange risk, interest rate risk and liquidity risk. Foreign exchange risk arises primarily from recognised assets and liabilities. The directors consider that there is currently no necessity for a strategy to mitigate this, as the numbers are not material to the business. As part of the wider Group, the Company has access to financial support from Mativ Holdings Inc, reducing any exposure to liquidity and interest rate risk.

Financial key performance indicators
 
Management uses a number of key performance indicators (KPI’s) to monitor the performance of the business.  The financial KPI’s comprise the Net liabilities as at 31 December 2024 of £91k (2023: £31,750k).
 
No non-financial KPIs have been presented as there are none monitored at the First Water Limited level. Non-financial KPIs are only monitored on a Group basis.

Section 172 report
 
The directors of the Company are responsible for overseeing the operations and strategic direction of the Company and are committed to fulfilling their duties under Section 172 of the Companies Act 2006. In performing their responsibilities, the directors have had regard to the interests of the Company’s key stakeholders, including shareholders, subsidiary companies, regulators, and other relevant parties.
Stakeholder Considerations in Decision-Making
As a holding company, the Company does not have direct employees or external customers, but it plays a vital role in supporting and overseeing its subsidiaries and principally in the appointment of Directors and the allocation of capital within the Group’s subsidiaries. The directors engage with the management teams of subsidiary companies to ensure that strategic decisions align with the group’s long-term objectives and the interests of shareholders.
 
The board regularly considers:
 
The financial performance and capital requirements of subsidiary companies, ensuring appropriate funding and governance structures.
The distribution of profits through dividends and reinvestment decisions to promote sustainable long-term growth.
The regulatory and legal frameworks in which the group operates, ensuring compliance with all relevant obligations.
The environmental, social, and governance (ESG) responsibilities of the group as a whole.


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



W Dickinson
Director

Date: 22 September 2025

Page 2

 
First Water Limited
 
 
 
Directors' Report
For the Year Ended 31 December 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

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


select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Results and dividends

The profit for the year, after taxation, amounted to £22,634k (2023 -loss £1,255k).

Dividends paid during the period amounted to £Nil (2023: £Nil).

Directors

The directors who served during the year were:

W Dickinson 
M Johnson (appointed 11 March 2024)
L Bonte (resigned 24 April 2024)

Future developments

The Company is a wholly owned subsidiary of Mativ Holdings Inc and all decisions of the Company are aligned to the strategic priorities of the Group which is ‘Finding ways to improve everyday life’. All decisions of the Company are taken in line with our written policies, our Code of Conduct and Mativ Holdings Inc’s guiding principles which require that directors and employees demonstrate trust, respect and integrity in all that we do.
The Company strategy is to position itself to react quickly to change and take advantage of opportunities as they emerge to maximise profit margin and cash flow.

Page 3

 
First Water Limited
 
 
 
Directors' Report (continued)
For the Year Ended 31 December 2024

Going concern

At the year end, the company had net liabilities of £91k (2023: £31,750k). Management have confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the company will be able to continue to meet its debt repayments as they fall due. As a result, the financial statements are prepared on a going concern basis

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and

the directors have taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There are no significant post balance sheet events.

Auditors

The auditorsHurst Accountants Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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



W Dickinson
Director

Date: 22 September 2025

Page 4

 
First Water Limited
 
 
 
Independent Auditors' Report to the Members of First Water Limited
 

Opinion


We have audited the financial statements of First Water Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 
First Water Limited
 
 
 
Independent Auditors' Report to the Members of First Water Limited (continued)


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
First Water Limited
 
 
 
Independent Auditors' Report to the Members of First Water Limited (continued)


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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


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

Identifying and assessing potential risks related to irregularities
In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
 
The nature of the industry and sector in which the Company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
Supporting documentation relating to the Company's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption.
 
Audit response to risks identified
 
Our procedures to respond to the risks identified included the following:

Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
Enquiring of management about any actual and potential litigation and claims.
Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud

 
Page 7

 
First Water Limited
 
 
 
Independent Auditors' Report to the Members of First Water Limited (continued)


We have also considered the risk of fraud through management override of controls by:
 
Testing the appropriateness of journal entries and other adjustments to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
 
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.


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 Auditors' Report.


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 2006Our 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 Auditors' 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.



Helen Besant Roberts (Senior Statutory Auditor)
for and on behalf of
Hurst Accountants Limited
Chartered Accountants & Statutory Auditors
3 Stockport Exchange
Stockport
Cheshire
SK1 3GG

22 September 2025
Page 8

 
First Water Limited
 
 
Statement of Comprehensive Income
For the Year Ended 31 December 2024

2024
2023
Note
£000
£000

Turnover
 4 
83
-

Gross profit
  
83
-

Administrative expenses
  
172
(5,437)

Exceptional items
 11 
27,159
-

Other operating income
 5 
-
5,382

Operating profit/(loss)
 6 
27,414
(55)

(Loss)/profit on disposal of investments
 13 
(2,184)
2,477

Interest payable and similar expenses
 9 
(3,926)
(3,305)

Profit/(loss) before tax
  
21,304
(883)

Tax on profit/(loss)
 10 
1,330
(372)

Profit/(loss) for the financial year
  
22,634
(1,255)

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 24 form part of these financial statements.

Page 9

 
First Water Limited
Registered number: 04421197

Balance Sheet
As at 31 December 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible assets
 12 
-
1,670

Investments
 13 
83,027
57,471

  
83,027
59,141

Current assets
  

Debtors: amounts falling due within one year
 14 
2,684
4,100

Cash at bank and in hand
 15 
-
179

  
2,684
4,279

Creditors: amounts falling due within one year
 16 
(40,524)
(32,735)

Net current liabilities
  
 
 
(37,840)
 
 
(28,456)

Total assets less current liabilities
  
45,187
30,685

Creditors: amounts falling due after more than one year
 17 
(45,278)
(62,435)

Net liabilities
  
(91)
(31,750)


Capital and reserves
  

Called up share capital 
 19 
9,129
104

Revaluation reserve
 20 
-
129

Profit and loss account
 20 
(9,220)
(31,983)

  
(91)
(31,750)


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


W Dickinson
Director
Date: 22 September 2025

The notes on pages 12 to 24 form part of these financial statements.

Page 10

 
First Water Limited
 

Statement of Changes in Equity
For the Year Ended 31 December 2024


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 January 2023
104
129
(30,728)
(30,495)


Comprehensive income for the year

Loss for the year
-
-
(1,255)
(1,255)



At 1 January 2024
104
129
(31,983)
(31,750)


Comprehensive income for the year

Profit for the year
-
-
22,634
22,634


Contributions by and distributions to owners

Shares issued during the year
9,025
-
-
9,025

Transfer to/from profit and loss account
-
(129)
129
-


At 31 December 2024
9,129
-
(9,220)
(91)


The notes on pages 12 to 24 form part of these financial statements.

Page 11

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

1.


General information

First Water Limited is a private company limited by shares and  incorporated in England and Wales, registered number 04421197. The address of the registered office is 997 Manchester Road, Ashton Under Lyne, Manchester, OL7 0ED. The nature of the Company's operations and its principal activities are set out in the strategic report. 

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 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of IAS 7 Statement of Cash Flows
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Mativ Holdings Inc. as at 31 December 2024 and these financial statements may be obtained from the Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from the Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA or the Mativ company website.

Page 12

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

  
2.4

Changes in accounting policies

The following new standards and amendments are effective for the period beginning 1 January 2024:
 
Classification of Liabilities as Current or Non-current (Amendments to IAS 1) 
Non-current Liabilities with Covenants (Amendments to IAS 1)
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)

None of these amendments had any impact on the Company.

 
2.5

Going concern

At the year end, the Company had net liabilities of £91k (2023: £31,750k). Management have confirmed that the group will provide appropriate support, both through non-recall of intercompany debt, and cash provided by the trading subsidiaries where necessary, such that the Company will be able to continue to meet its debt repayments as they fall due. As a result, the financial statements are prepared on a going concern basis.

 
2.6

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.

 
2.7

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.

 
2.8

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.

 
2.9

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 13

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.10

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.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Property, plant and equipment
-
3
-
50
years

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.

 
2.11

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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 balance sheet date.


Page 14

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

 
2.12

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

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.

 
2.15

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.

 
2.16

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Page 15

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

2.Accounting policies (continued)

  
2.18

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value. 
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Impairment of financial assets
The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
Financial liabilities
Fair value through profit or loss
Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 16

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the period. Actual outcomes may differ from these judgements, estimates and assumptions.
The key sources of estimation, uncertainty and critical accounting judgements in applying the Company’s policies are as follows:
Carrying value of investments
The assessment of the discounted cash flows and the key inputs into the future forecasts for the investments involves the use of market participant discount rates calculated at a CGU level. This includes the addition of a premium to reflect the current size and market capitalisation of the Company and compares this to a set of relevant comparators. The cash flows used for these assessments have been calculated using a management approved forecast.
Should these estimates vary, the profit or loss and balance sheet of the following years could be significantly impacted.
The carrying value of investments at the balance sheet date was £83,027k (2023: £57,471k). An impairment charge of £177k (2023: £nil) was recognised in the current year.
There was also a reversal to a brought forward impairment charge of £27,336k (2023: £nil) following an improvement in the financial position of Systagenix Wound Management Manufacturing Limited.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£000
£000

Rental income
83
-


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£000
£000

Other operating income
-
5,382


Other operating income in the prior year relates to the release of provision made under IFRS 15.

Page 17

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

6.


Operating profit/(loss)

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

2024
2023
£000
£000

Depreciation of tangible fixed assets
14
54

Exchange differences
77
-


7.


Auditors' remuneration

2024
2023
£000
£000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
4
18

Fees payable to the Company's auditors and their associates in respect of:

All non-audit services not included above
3
5

In the prior year, First Water Limited also incurred the cost of the audit on behalf of its now disposed subsidiary, First Water Ramsbury Limited.


8.


Employees



The Company has no employees other than the directors, who did not receive any remuneration (2023 -£NIL).


9.


Interest payable and similar expenses

2024
2023
£000
£000


Interest payable on loans from group undertakings
3,926
3,305

Page 18

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

10.


Taxation


2024
2023
£000
£000

Corporation tax


Adjustments in respect of previous periods
(20)
-

Total current tax
(20)
-

Deferred tax


Origination and reversal of timing differences
(1,280)
18

Adjustments in respect of previous periods
(30)
354

Total deferred tax
(1,310)
372

Tax on profit/(loss)
 
(1,330)
 
372

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 -higher than) the standard rate of corporation tax in the UK of 25% (2023 -23.52%). The differences are explained below:

2024
2023
£000
£000


Profit/(loss) on ordinary activities before tax
21,304
(883)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 -23.52%)
5,326
(208)

Effects of:


Income/expenses not deductible for tax purposes
(6,244)
32

Adjustments to tax charge in respect of prior periods
(50)
354

Fixed asset differences between depreciation and capital allowances
(362)
9

Non-taxable income
-
(583)

Group relief
-
768

Total tax charge for the year
(1,330)
372


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 19

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

11.


Exceptional items

2024
2023
£000
£000


Investment impairment
177
-

Investment impairment reversal
(27,336)
-

(27,159)
-

In the year, the Company impaired the investment in Scapa Denver (North) Limited by £177k and reversed the impairment held against the investment in Systagenix Wound Management Manufacturing Limited by £27,336k.


12.


Tangible fixed assets





Freehold property

£000


At 1 January 2024
3,325


Disposals
(3,325)



At 31 December 2024

-


At 1 January 2024
1,654


Charge for the year
14


Disposals
(1,668)



At 31 December 2024

-



Net book value



At 31 December 2024
-



At 31 December 2023
1,670

Page 20

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

13.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2024
90,527


Additions
2,600


Disposals
(7,607)



At 31 December 2024

85,520



Impairment


At 1 January 2024
33,057


Impairment charge
177


Impairment on disposals
(3,405)


Reversal of impairment losses
(27,336)



At 31 December 2024

2,493



Net book value



At 31 December 2024
83,027



At 31 December 2023
57,471

Page 21

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Crawford Manufacturing Limited
Ordinary
100
Systagenix Wound Management Manufacturing Limited
Ordinary
100
Scapa Denver (North) Limited
Ordinary
100
Scapa Healthcare Limited
Ordinary
100
HiMedica Limited*
Ordinary
100

* This subsidiary is owned by Crawford Manufacturing Limited.
All subsidiaries listed have a registered office address of 997 Manchester Road, Ashton-under-Lyne, Greater Manchester, OL7 0ED.
On 31 March 2024, the direct subsidiary First Water Ramsbury Limited was disposed in full, realising a loss of £2,184k.


14.


Debtors

2024
2023
£000
£000

Amounts owed by group undertakings
20
3,385

Other debtors
857
218

Deferred taxation
1,807
497

2,684
4,100



15.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
-
179


Page 22

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

16.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Amounts owed to group undertakings
40,517
32,712

Accruals and deferred income
7
23

40,524
32,735


Amounts owed to group undertakings are unsecured and are repayable on demand. Interest is payable at an interest rate of SONIA + 1%.


17.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Amounts owed to group undertakings
45,278
62,435


Amounts owed to group undertakings due after more than 1 year are unsecured and interest is payable at an interest rate of SONIA + 2%. 


18.


Deferred taxation




2024
2023


£000

£000



At beginning of year
497
869


Credited/(charged) to profit or loss
1,310
(372)



At end of year
1,807
497

The deferred tax asset is made up as follows:

2024
2023
£000
£000


Losses carried forward
1,808
497

Page 23

 
First Water Limited
 
 
 
Notes to the Financial Statements
For the Year Ended 31 December 2024

19.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



91,290,000 (2023 -1,040,000) Ordinary shares of £0.10 each
9,129
104


The Company has one class of shares.
The holders of ordinary shares are entitled to receive dividends and are entitled to one vote per share at meetings of the Company.

During the year, the Company allotted and issued 90,250,000 ordinary shares of £0.10 each for cash. The shares were allotted on 18 December 2024 at par, resulting in aggregate consideration received of £9,025,000. The shares carry full rights to vote, to dividends and to capital distribution (including on winding up) and are not redeemable.


20.


Reserves

Revaluation reserve

The revaluation reserve includes all gains and losses on the revaluation of land and buildings. The assets in relation to this reserve were disposed in the year and all revaluation gains transferred to the profit and loss reserve. 

Profit and loss account

The profit and loss account represents accumulated profits and losses since incorporation, net of dividends paid.


21.


Controlling party

The immediate parent company is Scapa Group Limited, a company incorporated in England and Wales, registration number 00826179.
The ultimate parent undertaking and controlling party is Mativ Holdings Inc., which is the parent undertaking of the smallest and largest group to consolidate these financial statements.
Copies of the consolidated financial statements of Mativ Holdings Inc. may be obtained from its registered office, from the Company Secretary, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.

Page 24