REGISTERED NUMBER: 04298953 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

NAPIER HOLDINGS LTD

TRADING AS

THE PLASTICA GROUP

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Income and Retained Earnings

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Cash Flow Statement

11

Notes to the Consolidated Cash Flow Statement

12

Notes to the Consolidated Financial Statements

13

DIRECTORS:

E H Campbell-Salmon

A P Adlington

SECRETARY:

E H Campbell-Salmon

REGISTERED OFFICE:

c/o Plastica Limited

Perimeter House

Napier Road

St Leonards on Sea

East Sussex

TN38 9NY

REGISTERED NUMBER:

04298953 (England and Wales)

AUDITORS:

Ashdown Hurrey Auditors Ltd

Statutory Auditor

20 Havelock Road

Hastings

East Sussex

TN34 1BP

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS

2024 was another difficult year for Plastica - the trading arm of the business. The cost of energy has continued to have an impact on the spa market and the extremely poor weather has affected both the in ground and above ground market. The demand for water treatment products has reduced as consumers are using their pools less regularly.

As with all businesses, Plastica was hit by a substantial hike in minimum pay rates in April, and have not been helped by the threat of further tax rises and the addition of VAT on private school fees which has diverted the disposable income of our consumers away from luxury products such as swimming pools.

However the company retains a significant share of the market and is well placed to navigate through the current difficulties.

Key Performance Indicators

Turnover

Gross margin

Pre tax profit/(loss)

2024

£7,712,897

£2,586,559

(£146,078)

2023

£8,061,558

£3,026,797

£296,496

2022

£8,952,980

£3,425,218

£649,953

PRINCIPAL RISKS AND UNCERTAINTIES

Although the cost-of-living crisis is now easing and inflation is reducing, we still envisage a difficult trading environment in the short term for Plastica.

The business relies heavily on good weather which we hope for along with a reduction in inflation and interest rates. Plastica would also be adversely impacted by further tax rises.

The market place remains very competitive and we are looking at a pricing regime moving forward that will ensure we can maintain a suitable margin but remain competitive.

FUTURE DEVELOPMENTS

Plastica invested in new machinery throughout 2024 and continues to look for opportunities for modernising operations and improving efficiencies.

The business is also looking for new retail opportunities for its range of non-swimming pool related products. The aim is to reduce the affects of the seasonality of the business and diversify into new market places.

The group is cash positive and therefore its borrowing needs are minimal and the business is well placed to move into a growth phase.

ON BEHALF OF THE BOARD:

E H Campbell-Salmon - Director

19 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the manufacture and distribution of swimming pools and related products.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 was £150,001 (2023: nil).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

E H Campbell-Salmon

A P Adlington

FINANCIAL INSTRUMENTS

The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to finance the company's operations.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances, the liquidity risk is managed by maintaining a healthy bank balance.

The company's trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Ashdown Hurrey Auditors Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

E H Campbell-Salmon - Director

19 September 2025

Opinion

We have audited the financial statements of Napier Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

During the planning stage of this audit we considered the laws and regulations relevant to the company, including enquiry of management, those charged with governance and a review of the prior year file. This review did not identify any "show stopper" laws or regulations which were applicable although there were a number of other more general laws and regulations which were identified as applicable. These were discussed during the audit planning meeting held by the team.

During the course of this audit the team discussed this area with senior members of staff and also carried out a review of legal expenses for any evidence of such. Minutes of Management and Board meetings were further reviewed.

We are therefore of the opinion that given the risk level identified, our procedures planned and undertaken, are adequate for detecting irregularities.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Oliver FCCA (Senior Statutory Auditor)

for and on behalf of Ashdown Hurrey Auditors Ltd

Statutory Auditor

20 Havelock Road

Hastings

East Sussex

TN34 1BP

30 September 2025

TURNOVER

3

7,712,897

8,061,558

Cost of sales

(5,126,338

)

(5,034,761

)

GROSS PROFIT

2,586,559

3,026,797

Administrative expenses

(2,752,881

)

(2,769,642

)

(166,322

)

257,155

Other operating income

-

35

OPERATING (LOSS)/PROFIT

5

(166,322

)

257,190

Interest receivable and similar income

33,882

43,929

(132,440

)

301,119

Interest payable and similar expenses

6

(13,638

)

(4,623

)

(LOSS)/PROFIT BEFORE TAXATION

(146,078

)

296,496

Tax on (loss)/profit

7

22,377

(109,395

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(123,701

)

187,101

Retained earnings at beginning of year as previously reported

9,875,265

6,057,154

Dividends

9

(150,001

)

-

Prior year adjustment - corrections of material errors

-

3,631,010

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR

9,601,563

9,875,265

(Loss)/profit attributable to:

Owners of the parent

(123,701

)

187,101

FIXED ASSETS

Tangible assets

10

2,598,645

2,738,539

Investments

11

-

-

2,598,645

2,738,539

CURRENT ASSETS

Stocks

12

2,991,490

3,456,885

Debtors

13

763,946

650,466

Cash at bank and in hand

4,109,160

3,980,883

7,864,596

8,088,234

CREDITORS

Amounts falling due within one year

14

657,859

712,559

NET CURRENT ASSETS

7,206,737

7,375,675

TOTAL ASSETS LESS CURRENT LIABILITIES

9,805,382

10,114,214

CREDITORS

Amounts falling due after more than one year

15

(2,230

)

(19,682

)

PROVISIONS FOR LIABILITIES

18

(168,089

)

(185,767

)

NET ASSETS

9,635,063

9,908,765

CAPITAL AND RESERVES

Called up share capital

19

25,000

25,000

Share premium

20

8,483

8,483

Capital redemption reserve

20

17

17

Retained earnings

20

9,601,563

9,875,265

SHAREHOLDERS' FUNDS

9,635,063

9,908,765

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

E H Campbell-Salmon - Director

FIXED ASSETS

Tangible assets

10

1,841,805

1,871,805

Investments

11

25,000

25,000

1,866,805

1,896,805

CURRENT ASSETS

Debtors

13

7,426

8,070

Cash at bank

2,100,280

2,027,147

2,107,706

2,035,217

CREDITORS

Amounts falling due within one year

14

209,607

201,684

NET CURRENT ASSETS

1,898,099

1,833,533

TOTAL ASSETS LESS CURRENT LIABILITIES

3,764,904

3,730,338

CAPITAL AND RESERVES

Called up share capital

19

25,000

25,000

Share premium

20

8,483

8,483

Capital redemption reserve

20

17

17

Retained earnings

20

3,731,404

3,696,838

SHAREHOLDERS' FUNDS

3,764,904

3,730,338

Company's profit for the financial year

184,567

74,940

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:

E H Campbell-Salmon - Director

Cash flows from operating activities

Cash generated from operations

1

378,251

2,869,197

Interest paid

(11,240

)

-

Interest element of hire purchase payments paid

(2,398

)

(4,623

)

Tax paid

6,574

(127,857

)

Net cash from operating activities

371,187

2,736,717

Cash flows from investing activities

Purchase of tangible fixed assets

(113,266

)

(377,214

)

Sale of tangible fixed assets

22,101

6,985

Interest received

33,882

43,929

Net cash from investing activities

(57,283

)

(326,300

)

Cash flows from financing activities

Capital repayments in year

(35,626

)

(17,148

)

Equity dividends paid

(150,001

)

-

Net cash from financing activities

(185,627

)

(17,148

)

Increase in cash and cash equivalents

128,277

2,393,269

Cash and cash equivalents at beginning of year

2

3,980,883

1,587,614

Cash and cash equivalents at end of year

2

4,109,160

3,980,883

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.24

31.12.23

£

£

(Loss)/profit before taxation

(146,078

)

296,496

Depreciation charges

227,739

258,821

Loss/(profit) on disposal of fixed assets

2,902

(5,973

)

Finance costs

13,638

4,623

Finance income

(33,882

)

(43,929

)

64,319

510,038

Decrease in stocks

465,395

873,352

(Increase)/decrease in trade and other debtors

(108,363

)

2,658,756

Decrease in trade and other creditors

(43,100

)

(1,172,949

)

Cash generated from operations

378,251

2,869,197

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

4,109,160

3,980,883

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

3,980,883

1,587,614

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

3,980,883

128,277

4,109,160

3,980,883

128,277

4,109,160

Debt

Finance leases

(50,093

)

35,626

(14,467

)

(50,093

)

35,626

(14,467

)

Total

3,930,790

163,903

4,094,693

1.	STATUTORY INFORMATION

Napier Holdings Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

In preparing the financial statements, the directors are required to make an assessment of the ability of the company and group to continue as a going concern. The directors have considered all available evidence for the company which covers the 12 month period from the date of signing these financial statements. They have paid particular attention to likely cashflow requirements and the availability of adequate cashflow to the group/company.

The group has substantial net current assets and net assets, the directors are confident that the group has adequate resources to continue in operational existence and to meet its liabilities as they fall due for the foreseeable future. In reaching this conclusion they are satisfied that no material uncertainty exists. The directors have concluded that it remains appropriate to adopt a going concern basis of preparation in these financial statements and that no material uncertainty exists in reaching this conclusion.

Basis of consolidation

The Group comprises just Napier Holdings Ltd and Plastica Ltd. These entities have been fully consolidated within these financial statements.

Changes in accounting policies

There have been no changes in accounting policies.

Turnover

Turnover represents net invoiced sales of goods, excluding value added tax. Turnover is recognised upon dispatch of goods to the customer or in the case of Extreme pool installations, upon completion of the installation.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

2% on cost

Improvements to property

-

25% on reducing balance

Plant and machinery

-

20% on reducing balance

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

33% on cost and 10% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stock is valued by the company using a Standard Costing method as is common with manufacturers. This standard cost is periodically reviewed to ensure that it also reflects actual cost.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

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

Pension costs and other post-retirement benefits

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

Liquid resources

The group treats cash, amounts held in current and instant access deposit accounts as liquid resources.

3.

TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

31.12.24

31.12.23

£

£

United Kingdom

7,271,386

7,477,694

Europe

441,511

583,864

7,712,897

8,061,558

4.	EMPLOYEES AND DIRECTORS

31.12.24

31.12.23

£

£

Wages and salaries

2,234,886

2,029,483

Social security costs

213,794

190,791

Other pension costs

52,856

45,429

2,501,536

2,265,703

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

31.12.24

31.12.23

Management and administration

35

35

Production and sales

36

35

71

70

31.12.24

31.12.23

£

£

Directors' remuneration

-

-

5.	OPERATING (LOSS)/PROFIT

The operating loss (2023 - operating profit) is stated after charging/(crediting):

31.12.24

31.12.23

£

£

Other operating leases

28,567

29,460

Depreciation - owned assets

222,039

230,032

Depreciation - assets on hire purchase contracts

6,118

28,787

Loss/(profit) on disposal of fixed assets

2,902

(5,973

)

Auditors' remuneration

28,750

29,500

Auditors' remuneration for non audit work

17,670

2,250

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.24

31.12.23

£

£

Corporation Tax interest

11,240

-

Hire purchase

2,398

4,623

13,638

4,623

7.

TAXATION

Analysis of the tax (credit)/charge

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

31.12.24

31.12.23

£

£

Current tax:

UK corporation tax

(4,699

)

37,088

Deferred tax

(17,678

)

72,307

Tax on (loss)/profit

(22,377

)

109,395

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

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

31.12.24

31.12.23

£

£

(Loss)/profit before tax

(146,078

)

296,496

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %)

(36,520

)

74,124

Effects of:

Expenses not deductible for tax purposes

338

389

Capital allowances in excess of depreciation

-

(31,575

)

Adjustments to tax charge in respect of previous periods

-

132

periods

Depreciation in excess of capital allowances

27,215

-

Marginal relief

-

(2,382

)

Effect of changes in tax rates

-

(3,600

)

Movement in deferred taxation provision

(17,678

)

72,307

Tax losses carried forward

4,268

-

Total tax (credit)/charge

(22,377

)

109,395

8.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.

9.

DIVIDENDS

31.12.24

31.12.23

£

£

Ordinary A shares of £1 each

Interim

150,001

-