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Registered number: 00826179









Scapa Group Limited









Annual report and financial statements

For the year ended 31 December 2024

 
Scapa Group Limited
 
 
Company Information


Directors
D J Carr (appointed 2 May 2025)
W Dickinson 
G Weitzel 
M W Johnson (appointed 18 January 2024)




Company secretary
M W Johnson



Registered number
00826179



Registered office
997 Manchester Road

Ashton Under-Lyne

Greater Manchester

OL7 0ED




Independent auditors
Hurst Accountants Limited

3 Stockport Exchange

Stockport

Cheshire

SK1 3GG





 
Scapa Group 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 - 12
Notes to the financial statements
 
13 - 31


 
Scapa Group Limited
 
 
Strategic report
For the year ended 31 December 2024

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

Business review
 
Scapa Group Limited (“the Company”) is a 100% wholly owned subsidiary of AMS HoldCo 2 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 Group of companies. There have not been any significant changes in the Company's principal activities in the period under review and the directors are not aware, at the date of this report, of any likely major changes in the next financial year.
Review of developments and performance during the period
During the period ended 31 December 2024 the Company made a profit before tax of £16,796k (2023: loss of £19,537k)
As at 31 December 2024, the Company had net assets of £202,840k 
(2023: £155,346k) and net cash and cash equivalents of £136k (2023: £65k).

Principal risks and uncertainties
 
The Company is a wholly owned subsidiary of Mativ Holdings Inc. (NYSE: MATV). The directors of Mativ Holdings Inc. manage the Group's risks at a Group level, rather than at an individual subsidiary level. Scapa Group Limited has net assets which are dependent upon the recoverability of intercompany debtors and are therefore reliant on the trading entities’ performance, with the risks and uncertainties of those entities being indirectly relevant to Scapa Group Limited. In addition, the Company’s risks and uncertainties are also aligned with those of Mativ Holdings Inc. 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.

Financial key performance indicators
 
No KPIs have been used during the year as management deems metrics on non-trading companies to be not applicable.

Page 1

 
Scapa Group Limited
 

Strategic report (continued)
For the year ended 31 December 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The directors take their duties and responsibilities seriously when managing the Company.
The following highlights how the directors have delivered against the requirements of Section 172 in the application of their duties:
Section 172(1) Statement
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 itself only has 20 direct employees on average through the year and has no 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

 
Scapa Group 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 £19,665k (2023 - loss £20,677k ).

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

Director

The directors who served during the year were:

W Dickinson 
G Weitzel 
M W Johnson (appointed 18 January 2024)

Future developments

The directors expect the general level of activity to remain consistent with the period ended 31 December 2024 in the forthcoming year.

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.

Page 3

 
Scapa Group Limited
 
 
 
Directors' report (continued)
For the year ended 31 December 2024

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 director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

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

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

 
Scapa Group Limited
 
 
 
Independent auditors' report to the members of Scapa Group Limited
 

Opinion


We have audited the financial statements of Scapa Group 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

 
Scapa Group Limited
 
 
 
Independent auditors' report to the members of Scapa Group 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

 
Scapa Group Limited
 
 
 
Independent auditors' report to the members of Scapa Group 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 Anti-bribery 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

 
Scapa Group Limited
 
 
 
Independent auditors' report to the members of Scapa Group 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

 
Scapa Group Limited
 
 
Statement of comprehensive income
For the year ended 31 December 2024

2024
2023
Note
£000
£000

Administrative expenses
  
(6,564)
(1,312)

Exceptional administrative income/(expenditure)
 12 
25,735
(16,727)

Operating profit/(loss)
 4 
19,171
(18,039)

Interest receivable and similar income
 8 
11,475
9,689

Interest payable and similar expenses
 9 
(14,121)
(11,737)

Interest on defined benefit pension schemes
 10 
271
550

Profit/(loss) before tax
  
16,796
(19,537)

Tax on profit/(loss)
 11 
2,869
(1,140)

Profit/(loss) for the financial year
  
19,665
(20,677)

Other comprehensive income:
  

Items that will not be reclassified to profit or loss:
  

Actuarial gain / (loss) on defined benefit schemes
 22 
(741)
(3,829)

Movement on pension surplus not recognised
 22 
741
3,829

Interest on defined benefit pension schemes
 10 
(271)
(550)

Total other comprehensive income for the year
  
(271)
(550)

Total comprehensive income for the year
  
19,394
(21,227)

The notes on pages 13 to 31 form part of these financial statements.

Page 9

 
Scapa Group Limited
Registered number: 00826179

Balance sheet
As at 31 December 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible assets
 13 
79
132

Investments
 14 
27,938
9,905

  
28,017
10,037

Current assets
  

Debtors: amounts falling due after more than one year
 15 
71,491
29,241

Debtors: amounts falling due within one year
 15 
317,946
334,478

Cash at bank and in hand
 16 
136
65

  
389,573
363,784

Creditors: amounts falling due within one year
 17 
(84,780)
(106,330)

Net current assets
  
 
 
304,793
 
 
257,454

Total assets less current liabilities
  
332,810
267,491

Creditors: amounts falling due after more than one year
 18 
(129,970)
(112,145)

Net assets excluding pension asset / (liability)
  
202,840
155,346

Pension asset / (liability)
 22 
-
-

Net assets
  
202,840
155,346


Capital and reserves
  

Called up share capital 
 20 
38,301
10,201

Other reserves
 21 
10,100
10,100

Merger reserve
 21 
29,573
29,573

Profit and loss account
 21 
124,866
105,472

  
202,840
155,346


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 13 to 31 form part of these financial statements.

Page 10

 
Scapa Group Limited
 

Statement of changes in equity
For the year ended 31 December 2024


Called up share capital
Other reserves
Merger reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000

At 1 January 2024
10,201
10,100
29,573
105,472
155,346


Comprehensive income for the year

Profit for the year

-
-
-
19,665
19,665

Interest on defined benefit schemes
-
-
-
(271)
(271)


Other comprehensive income for the year
-
-
-
(271)
(271)


Total comprehensive income for the year
-
-
-
19,394
19,394


Contributions by and distributions to owners

Shares issued during the year
28,100
-
-
-
28,100


Total transactions with owners
28,100
-
-
-
28,100


At 31 December 2024
38,301
10,100
29,573
124,866
202,840


Page 11

 
Scapa Group Limited
 

Statement of changes in equity
For the year ended 31 December 2023


Called up share capital
Other reserves
Merger reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000

At 1 January 2023
10,201
10,100
29,573
126,699
176,573


Comprehensive income for the year

Loss for the year

-
-
-
(20,677)
(20,677)

Interest on defined benefit schemes
-
-
-
(550)
(550)


Other comprehensive income for the year
-
-
-
(550)
(550)


Total comprehensive income for the year
-
-
-
(21,227)
(21,227)


Total transactions with owners
-
-
-
-
-


At 31 December 2023
10,201
10,100
29,573
105,472
155,346


The notes on pages 13 to 31 form part of these financial statements.

Page 12

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

1.


General information

Scapa Group Limited is a private company limited by shares incorporated in England and Wales, registered number 00826179. The address of the registered office is Manchester Road, Ashton Under-Lyne, Greater Manchester, OL7 0ED. The principal activity is that of an intermediate holding company.

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 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 a larger group by a parent undertaking established under the law of a state other than the United Kingdom 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 its registered office, Mativ Holdings Inc., 100 Kimball Place, Suite 600 Alpharetta, Georgia, 30009, USA.

Page 13

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.4

Impact of new international reporting standards, amendments and interpretations

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

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.

 
2.6

Interest income

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

 
2.7

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.

Page 14

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Defined benefit pension plan
The amounts charged to operating profit are the current service costs and gains and losses on settlements and curtailments. They are included as part of staff costs. Past service costs are recognised immediately in the profit and loss account if the benefits have vested. If the benefits have not vested immediately, the costs are recognised over the period until vesting occurs. Actuarial gains and losses are recognised immediately in the Statement of Comprehensive Income.
For defined benefit schemes, the Company recognises plan assets where they are separable, solely for payment to the fund or to fund employee benefits, not available to the Company's creditors in bankruptcy and where assets cannot be returned to the Company unless all employee benefit obligations are met.
Defined benefit schemes are funded, with the assets of the scheme held separately from those of the Group, in separate Trustee-administered funds. Pension scheme assets are measures at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the scheme liabilities. The actuarial valuations are obtained annually and are updated at each Balance Sheet date. The resulting defined benefit asset or liability, net of the related deferred tax, is presented separately after other net assets on the face of the Balance Sheet.
Where a defined benefit pension scheme is in surplus, this is recognised on the Balance Sheet only to the extent the Group can demonstrate that is has an unconditional right to refund in relation to the surplus. Where an unconditional right to a refund can't be demonstrated, the asset is restricted to nil.

Page 15

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.9

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.


 
2.10

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.

 
2.11

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.

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

Depreciation is provided on the following basis:

Fixtures and fittings
-
4-8 years
Computer equipment
-
7-13 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.

Page 16

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.12

Impairment of fixed assets

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.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less 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

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 17

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)

 
2.18

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.

 
2.19

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.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

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 18

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)

Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates that effect amounts recognised for assets and liabilities at the reporting date. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of the assets and liabilities of the Company as at 31 December 2024 are set out below:
 
Critical judgements in applying the Company's accounting policies
In the process of applying the Company's accounting policies, which are described above, the directors have made the following judgements which have a significant effect on the amounts recognised in the financial statements (apart from those involving estimations, which are dealt with below) and/or have involved particularly complex or involving subjective assessments:
The Pension scheme, when measured under IAS 19, resulted in a surplus of £5.8m and the recognition of this surplus was assessed in-line with IFRIC 14. This states that the pension surplus can be recognised in the accounts if the Company can demonstrate an unconditional right to a refund in the circumstances specified in IFRIC 14. As the Company cannot demonstrate an unconditional right to a refund, no surplus has been recognised for the defined benefit scheme in the Company accounts. 
Key sources of estimation uncertainty
Key sources of estimation uncertainty are as follows:
Defined benefit pension scheme
Accounting for retirement benefit schemes under IAS 19 (revised) requires an assessment of the future benefits payable in accordance with the actuarial assumptions. The future assumptions in relation to the discount rate applied in the calculation of scheme liabilities which are set out in note 22, represent a key source of uncertainty for the Company. The Company also applies sensitivities to these assumptions to assess the financial impact; these sensitivities are set out in note 22.
Page 19

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

3.Judgements in applying accounting policies (continued)

Carrying value of investments and subsidiary loan impairments
The assessment of the discounted cash flows and the key inputs into the future forecasts for the investments involve the use of market participant discount rate 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 £27,938k (
2023: £9,905k). There was a reversal to a brought forward impairment charge of £9,008k (2023: £nil) following an improvement in the financial position of First Water Limited, primarily as a result of the sale of its investment in First Water Ramsbury.


4.


Operating profit/(loss)

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

2024
2023
£000
£000

Depreciation of tangible fixed assets
47
47

Exchange differences
(662)
(540)

Defined contribution pension cost
112
114


5.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£000
£000

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
6
6

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

All non-audit services not included above
2
2

Page 20

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

6.


Employees

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


2024
2023
£000
£000

Wages and salaries
2,271
2,106

Social security costs
284
247

Cost of defined contribution scheme
112
114

2,667
2,467


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


        2024
        2023
            No.
            No.







Average number of employees
20
21


7.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
233
246

Company contributions to defined contribution pension schemes
12
12

245
258


During the year retirement benefits were accruing to 2 directors (2023 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £224k (2023 - £246k).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £12k (2023 - £12k).

Page 21

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

8.


Interest receivable

2024
2023
£000
£000


Interest receivable from group companies
11,466
9,680

Other interest receivable
9
9

11,475
9,689


9.


Interest payable and similar expenses

2024
2023
£000
£000


Bank interest payable
1,765
247

Loans from group undertakings
12,356
11,490

14,121
11,737


10.


Other finance costs

2024
2023
£000
£000

Interest income on pension scheme assets
3,683
3,684

Net interest on net defined benefit liability
(3,412)
(3,134)

271
550


Page 22

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

11.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profits for the year
(2,209)
-

Adjustments in respect of previous periods
(458)
-

Total current tax
(2,667)
-

Deferred tax


Origination and reversal of timing differences
289
420

Adjustments in respect of prior periods
(491)
720

Total deferred tax
(202)
1,140

Taxation on (loss)/profit on ordinary activities
 
(2,869)
 
1,140

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
16,798
(19,538)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
4,200
(4,595)

Effects of:


Non-taxable impairment charge/(reversal)
(6,119)
3,934

Adjustments to tax charge in respect of prior periods
(950)
720

Changes in provisions leading to an increase in the tax charge
-
25

Group relief
-
1,056

Total tax charge for the year
(2,869)
1,140


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

12.


Exceptional items

2024
2023
£000
£000


Intercompany loan impairment/(reversal)
(16,727)
16,727

Reversal of investment impairment
(9,008)
-

(25,735)
16,727

In the current year, the Company reversed an impairment charge of £9,008k on their investment in a subsidiary company.
In the prior year, the Company impaired a loan owed by fellow group company First Water Limited by £16,727k. In the current year, this impairment has been reversed following an improvement in the financial position of First Water Limited, primarily as a result of the sale of its investment in First Water Ramsbury.


13.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
449
13,095
13,544


Disposals
-
(7)
(7)



At 31 December 2024

449
13,088
13,537



Depreciation


At 1 January 2024
449
12,963
13,412


Charge for the year on owned assets
-
47
47


Disposals
-
(1)
(1)



At 31 December 2024

449
13,009
13,458



Net book value



At 31 December 2024
-
79
79



At 31 December 2023
-
132
132

Page 24

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

14.


Fixed asset investments





Investments in subsidiary companies
Unlisted investments
Total

£000
£000
£000



Cost or valuation


At 1 January 2024
13,051
7,405
20,456


Additions
9,025
-
9,025



At 31 December 2024

22,076
7,405
29,481



Impairment


At 1 January 2024
10,551
-
10,551


Reversal of impairment losses
(9,008)
-
(9,008)



At 31 December 2024

1,543
-
1,543



Net book value



At 31 December 2024
20,533
7,405
27,938



At 31 December 2023
2,500
7,405
9,905


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Scapa Blackburn Limited
Ordinary
100%
First Water Limited
Ordinary
100%
First Water Ramsbury Limited*
Ordinary
100%
Scapa Healthcare Limited*
Ordinary
100%
Systagenix Wound Management Manufacturing Limited*
Ordinary
100%
Crawford Manufacturing Limited*
Ordinary
100%
HiMedica Limited**
Ordinary
100%
Scapa Denver (North) Limited*
Ordinary
100%

* These subsidiaries are owned by First Water Limited
** This subsidiary is owned by Crawford Manufacturing Limited
All the subsidiaries listed have a registered office address of 997 Manchester Road, Ashton Under-Lyne, Manchester, England, OL7 0ED.
During the year, in March 2024, the indirect subsidiary First Water Ramsbury Limited was sold.

Page 25

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

15.


Debtors

2024
2023
£000
£000

Due after more than one year

Amounts owed by group undertakings
71,491
29,241


2024
2023
£000
£000

Due within one year

Amounts owed by group undertakings
316,402
333,167

Other debtors
239
214

Prepayments and accrued income
19
12

Deferred taxation
1,286
1,085

317,946
334,478


Loans owed by group undertakings vary; expiry of these range from being repayable on demand to 2038. The loans are unsecured and carry interest at a variable rate between being zero and SONIA + 5.43%.


16.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
136
65



17.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Trade creditors
164
228

Amounts owed to group undertakings
83,778
105,385

Other taxation and social security
59
-

Other creditors
15
15

Accruals and deferred income
762
691

Derivatives
2
11

84,780
106,330


The terms of loans owed to group undertakings are repayable on demand. The loans are unsecured and carry interest at a fixed or variable rate between between being zero and SONIA + 4.7%.

Page 26

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

18.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Loans owed to group undertakings
129,970
112,145


Loans owed to group undertakings due after more than one year are repayable in 2029 and 2038. The loans are unsecured and carry interest at a fixed or variable rate between of SONIA + 1% and SONIA + 4.7%.


19.


Deferred taxation




2024
2023


£000

£000



At beginning of year
1,085
2,225


(Charged)/credited to the profit or loss
202
(1,140)



At end of year
1,287
1,085

The deferred tax asset is made up as follows:

2024
2023
£000
£000


Accelerated capital allowances
680
833

Tax losses carried forward
606
252

1,286
1,085


20.


Share capital

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



766,023,321 (2023 - 204,023,321) Ordinary shares of £0.05 each
38,301
10,201


During the year, the Company issued 562,000,000 Ordinary shares with a nominal value of £0.05 each. The consideration received for each share was £0.05, fully paid.

Page 27

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024

21.


Reserves

Other reserves

Other reserves, which are non-distributable, represent unrealised intra-group profits on the sale of a subsidiary by the Company to an intermediate holding company.

Merger Reserve

Merger reserve represents the difference between the value of shares issued by the Company in exchange for the value of shares acquired in respect of the acquisition of subsidiaries.

Profit and loss account

The profit and loss account reserve is the accumulation of profits and losses made by the Company since incorporation, net of dividends paid.


22.


Pension commitments

Defined contribution scheme
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The total pension cost for the Company in respect of this scheme for the period ended 31 December 2024 was £112k (2023: £114k). Outstanding contributions as at 31 December 2024 totaled £nil (2023: £nil).
Defined benefit scheme

The Company operates a Defined benefit pension scheme.

The Scapa Group Limited Pension Scheme, which has the assets and liabilities of former employees. The scheme has been closed to new members and future accrual since 2007/08 and is wholly funded by the sponsoring employers, Scapa Group Limited and Scapa UK Limited. The assets of the scheme are held separately from the Company under Trust and both the assets and liabilities are held on a nonsectionalised basis. This scheme is managed by a professional trustee.
Scheme assets are stated at their market value as at 31 December 2024. The next formal triennial valuation is due 1 April 2026 and will be completed no later than 30 September 2027.
The expected investment returns have been calculated using the weighted average of the expected investment returns for the different asset classes. The expected return on investments for the UK scheme is set out in the table in this note. 
The assumptions relating to UK longevity underlying the pension liabilities at the balance sheet date are based on standard actuarial mortality tables, with adjustments to reflect actual experience. For the period to 31 December 2024, the IAS 19 calculations have been performed using standard actuarial tables known as S3PA. Future improvements in mortality have been allowed for using the core CMI 2023 model, with a long-term rate of improvement of 1.00% per annum. In the current period these tables have been adjusted with a loading to reflect the geographic membership profile of the scheme. During the year to March 2016 a postcode mortality exercise was conducted on the scheme's membership. The results of this exercise showed that a best estimate adjustment to the base table used by the formal triennial actuarial valuation was 115% for all members. This assumption, reducing the expected longevity of members, has been used in the disclosures.

Page 28

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024
 
22.Pension commitments (continued)



Reconciliation of present value of plan liabilities:


2024
2023
£000
£000

Reconciliation of present value of plan liabilities


At the beginning of the year
78,448
68,392

Interest cost
3,412
3,134

Actuarial (gains) / losses
(5,503)
10,087

Benefits paid
(5,963)
(5,710)

Transfer of DC with DB underpin to DB
-
2,545

At the end of the year
70,394
78,448



Reconciliation of present value of plan assets:


2024
2023
£000
£000



At the beginning of the year
84,943
78,716

Current service cost
(1,004)
(724)

Interest income
3,683
3,684

Actuarial gains/ (losses)
(5,510)
3,321

Contributions
-
3,111

Benefits paid
(5,963)
(5,710)

Transfer of DC with DB underpin to DB
-
2,545

At the end of the year
76,149
84,943


Composition of plan assets:


2024
2023
£000
£000


Corporate bonds
38,717
48,641

Fixed interest government bonds
19,834
17,556

Index linked government bonds
16,981
15,588

Cash
617
3,158

Total plan assets
76,149
84,943

Page 29

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024
 
22.Pension commitments (continued)

Net Pension Scheme Asset/Liability


2024
2023
£000
£000


Fair value of plan assets
76,149
84,943

Present value of plan liabilities
(70,394)
(78,448)

Cumulative surplus not recognised
(5,755)
(6,495)

Net pension scheme liability
-
-


The amounts recognised in profit or loss are as follows:

2024
2023
£000
£000


Interest on obligation
(3,412)
(3,134)

Interest income on plan assets
3,683
3,684

Administrative costs
-
(724)

Total
271
(174)



The Company expects to contribute £NIL to its Defined benefit pension scheme in 2025.





Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024
2023
%
%
Discount rate


5.35

4.50
 
RPI inflation assumption (non-pensioner)


3.20

3.10
 
CPI inflation assumption (non-pensioner)


2.60

2.40
 
Amount of pension commuted for cash


23.50

23.50
 
Mortality rates



 
- for a male aged 65 now


20.2

20.2
 
- at 65 for a male aged 45 now


21.2

21.1
 
- for a female aged 65 now


22.9

22.8
 
- at 65 for a female member aged 45 now


24.0

23.9
 

Page 30

 
Scapa Group Limited
 
 
 
Notes to the financial statements
For the year ended 31 December 2024
 
22.Pension commitments (continued)


Assumed healthcare cost trend rates have a significant effect on the amounts recognised in profit or loss. A one percentage point change in assumed healthcare cost trend rates would have the following effects:

31 December 2024
31 December 2023
Discount rate +0.25% (2023: + 0.50%)

(1,572)

(5,114)

Inflation rate + 0.25% (2023: + 0.50%)

638

1,709



Amounts for the current and previous four periods are as follows:

2024
2023
2022
2021
2021
£000
£000
£000
£000
£000
Defined benefit obligation

(70,394)

(78,448)

(68,392)
 
(94,931)
 
(96,748)

Fair value of plan assets

76,148

84,943

78,716
 
103,718
 
100,759

Cumulative asset restriction

(5,754)

(6,495)

(10,324)
 
(8,787)
 
(4,011)

Surplus
-

-

-
 
-
 
-


Experience adjustments on scheme liabilities
5,503
(10,087)
21,850
(2,035)
(10,440)
Experience adjustments on scheme assets
(5,510)
3,321
(22,704)
5,359
7,428
(7)
(6,766)
(854)
3,324
(3,012)



23.


Related party transactions

The Company is exempt under the terms of FRS 101 paragraph 8(j) from disclosing related party transactions
entered into between two or more members of a group provided that any subsidiary which is party to a transaction is
wholly owned by a member. There are no other related party transactions.


24.


Controlling party

The immediate parent Company is AMS Holdco 2 Limited, a company incorporated in England and Wales, registration number 12608527. The registered address is 125 Old Broad Street, London, England EC2N 1AR.
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.

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