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Registered number: 13764165
















PADDLE HOLDINGS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2024


































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PADDLE HOLDINGS LIMITED

 
COMPANY INFORMATION


Directors
Mr N Crowe 
Mr J Hibbard 
Mr C Meek 
Mr S Nesbitt 
Ms H Callow 
Mr P Lewis 




Registered number
13764165



Registered office
Unit 12 Halwell Business Park
Halwell

Totnes

TQ9 7LQ




Independent auditors
Bishop Fleming Audit Limited
Chartered Accountants & Statutory Auditors

Brook House

Winslade Park

Manor Drive

Clyst St Mary

Exeter

EX5 1GD






PADDLE HOLDINGS LIMITED


CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditors' report
6 - 9
Consolidated statement of comprehensive income
10
Consolidated statement of financial position
11
Company statement of financial position
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15 - 16
Consolidated analysis of net debt
17
Notes to the financial statements
18 - 42



PADDLE HOLDINGS LIMITED

 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

INTRODUCTION
 
Paddle Holdings Limited has pleasure in presenting its accounts for the period ended 30 September 2024.

BUSINESS REVIEW
 
The period to 30 September 2024 continued to bring challenges and changes to the company and Group. On 16th August 2024 the company acquired Backstay Holdings (Two) Limited, the holding company of Gill Marine Holdings Limited, which is the holding company of Douglas Gill International Limited, in a share for share exchange. Following the acquisition, Paddle Holdings aligned its year end with the acquired Group, changing the year end date from 31 August 2024 to 30 September 2024.
 
Sales for the period to September 2024 of the group’s main trading subsidiary, Red Paddle Co Limited, decreased from £7.5m in the 12-month period to August 2023, to £6.4m in the 13-month period to September 2024, and gross profit from £3.0m to £2.4m. The main factor impacting the decreased sales volumes continues to be the volume of overstock in the market within the sector, leading to high levels of discounted product available to consumers. As our global distribution model involves selling into distributors in other countries, the overstock situation was present in that channel as well. The overstock at distributor and retailer level in the year ended 2023 has continued to impact sales in the period to September 2024, however we are focussing our attention in the D2C markets and our apparel lines where we generate strong margins. Since the period end the stock position has improved significantly, leading to a clearer position. 
We continued to invest in our people, our product development and our marketing at similar levels, so the full impact of the gross profit reduction went to the bottom line and resulted in a loss for the year of £1.6m. 
Given the results for the period the directors have assessed the valuation of the investment in its subsidaries and considered the need for an impairment. The directors have calculated that the investment is impaired by £23.2m and this has been processed through the financial statements. See note 13 for details.
Goodwill arising on consolidation has been written down to £8.6m to reflect the directors updated valuation.
 
Excellent customer service continues to be a priority. The emphasis on service, quality and innovation remains key. Our Head of Production continued to maintain strong links with our suppliers to ensure our required high quality is maintained.

PRINCIPAL RISKS AND UNCERTAINTIES
 
The greatest risk during the period and into the following year was the amount of overstock in the consumer goods markets, and the general economic climate. The stock position has cleared in the following year, albeit with an impact on gross margin.  
Exchange rate fluctuations will always have an impact and introduce a degree of uncertainty to the business. Our products are purchased in US dollars and sold in US dollars and Sterling within the wider group. The cash impact of any exchange risk is hedged to a large degree by our trade in multi currencies, but there is still a potential impact when our earnings are translated back into Sterling. Internationally, we buy and sell in US dollar, so there is no obvious exchange risk, however the timing of the purchases and sales can be mismatched, leading to potential transactional exchange differences which can impact our Sterling gross profit margin. 
The worldwide SUP market continues to be negatively impacted by the number of cheap, lower quality boards available as the barriers to entry at the bottom end of the market are low.  However, our constant push for innovation and product improvement; and sharing that message with consumers who increasingly ask for our brand means we are able to look to the future with considerable confidence. Our strategy continues to be to produce high quality products that offer excellent performance and value for money backed up by great service. 
Our diversification into a wider range of products also reduces the risk of relying on one product sector, and indeed our other products are now making up more than half of our sales value. 

Page 1


PADDLE HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

FINANCIAL KEY PERFORMANCE INDICATORS
 
Sales decreased due to the continuing market overstock, and margins in the main trading subsidiary took a hit, falling from an average of 39.7% to 37.4%. This is mainly due to boards being sold at lower price to clear stock overhang.

GOING CONCERN
 
The group had a net loss for the period of £27m which comprises of a trading loss of £5.5m and an impairment to intangible assets of £21.5m. While the trading conditions continue to be challenging, the Directors continue to invest for growth and believe the issues are mainly due to market overstock and changes in the route to market. The company continues to implement changes to address these issues, and also to right-size the cost base of the trading companies.
 
At the year end the Group had net assets of £18.9m and net current assets of £10.6m, including stocks of £10.3m.
The Group has received commitment from the Shareholders to provide further financial support should it be required, and did receive support post year end to 30 September 2025 totalling £3.8m. This was utilised to repay deferred consideration due in November 2024 of £1.1m, the purchase of our Red Paddle Co North American distribution of £700k, and for stock purchasing by Douglas Gill International Limited.  
As noted in note 2.3, having reviewed the Group’s financial position and anticipated future financial performance and cash flows, the directors are of the opinion that the business will have adequate cash resources to continue operations for the foreseeable future, upon which the Group is expected to return to being operationally cash flow positive. Stock levels are forecast to continue to reduce, alleviating pressure on cashflow. 
As a result the directors conclude that it is appropriate that the going concern basis is adopted in preparing the financial statements for the period ended 30 September 2024. 


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



Mr J Hibbard
Director

Date: 21 October 2025

Page 2


PADDLE HOLDINGS LIMITED

 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the period ended 30 September 2024.

Results and dividends

The loss for the period, after taxation, amounted to £26,983,655 (2023: loss £3,552,872).

Directors

The directors who served during the period were:

Mr N Crowe 
Mr J Hibbard 
Mr C Meek 
Mr S Nesbitt 
Ms H Callow 
Mr P Lewis 

Future developments

The directors expect the company to continue in the management of its investments with a continued focus on cost base and returning to a profitable position, without any additional funding.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

The existing loan facility issued by Backstay Holdings Limited to the Paddle Holdings Group was increased to £5m in November 2024, and to £5.5m in February 2025, to facilitate the repayment of deferred consideration and cashflow requirements of the trading entities.

Auditors

The auditorsBishop Fleming Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3


PADDLE HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
This report was approved by the board and signed on its behalf.
 






Ms H Callow
Director

Date: 21 October 2025

Unit 12 Halwell Business Park
Halwell
Totnes
TQ9 7LQ

Page 4


PADDLE HOLDINGS LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5


PADDLE HOLDINGS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PADDLE HOLDINGS LIMITED
Opinion


We have audited the financial statements of Paddle Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 September 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated analysis of Net Debt, 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 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's affairs as at 30 September 2024 and of the Group's loss for the period 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 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 Group's or 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 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 6


PADDLE HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PADDLE HOLDINGS 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 Group strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 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 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 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 Directors' responsibilities statement set out on page 5, 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 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.


Page 7


PADDLE HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PADDLE HOLDINGS 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 Group 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:

In identifying and assessing 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, control environment and business performance;
• the results of our enquiries of management and the directors about their own identification and     assessment of the risk of irregularities;
• any matters we identified having obtained and reviewed the Company’s  documentation of its policies and   procedures relating to:
 o identifying, evaluating, and complying with laws and regulations and whether management were     aware of any instances of non-compliance;
 o detecting and responding to the risk of fraud and whether management had knowledge of actual,     suspected, or alleged fraud; and
 o the internal controls established to mitigate the risks of fraud or non-compliance with laws and     regulations.
• the matters discussed among the audit engagement team regarding how and where fraud might occur in   the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud, which included incorrect recognition of revenue, management override of controls using manual journal entries, and these were identified as the greatest potential area for fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102, UK tax legislation and overseas tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company ability to operate or to avoid a material penalty. These included data protection regulations, health and safety regulations, environmental legislations and employment legislation.
Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess     compliance with provisions of relevant laws and regulations described as having a direct effect on the    financial statements;
• reviewing the financial statement disclosures and testing to supporting documentation to assess the    recognition of revenue;
• enquiring of management and the directors concerning actual and potential litigation claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate    risks of material misstatement or fraud;
 
Page 8


PADDLE HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PADDLE HOLDINGS LIMITED (CONTINUED)

•         reviewing correspondence with external parties;
• in addressing the risk of fraud through management override of controls, testing the appropriateness of    journal entries and other adjustments; 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;
• communicating 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.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.


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.






Fleur Lewis FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming Audit Limited
Chartered Accountants
Statutory Auditors
Brook House
Winslade Park
Manor Drive
Clyst St Mary
Exeter
EX5 1GD

22 October 2025
Page 9


PADDLE HOLDINGS LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

13 month period ending
30 September
31 August
2024
2023
Note
£
£

  

Turnover
 4 
9,432,354
9,490,654

Cost of sales
  
(6,823,503)
(5,857,307)

Gross profit
  
2,608,851
3,633,347

Administrative expenses
  
(8,085,207)
(7,044,759)

Other exceptional items
 5 
(21,429,750)
-

Operating loss
 5 
(26,906,106)
(3,411,412)

Interest receivable and similar income
  
39,265
7,859

Interest payable and similar expenses
 9 
(105,936)
(150,395)

Loss before taxation
  
(26,972,777)
(3,553,948)

Tax on loss
 10 
(10,878)
1,076

Loss for the financial period
  
(26,983,655)
(3,552,872)

  

Currency translation differences
  
10,266
29,593

Other comprehensive income for the period
  
10,266
29,593

Total comprehensive income for the period
  
(26,973,389)
(3,523,279)

(Loss) for the period attributable to:
  

Owners of the parent Company
  
(26,983,655)
(3,552,872)

  
(26,983,655)
(3,552,872)

The notes on pages 18 to 42 form part of these financial statements.

Page 10


PADDLE HOLDINGS LIMITED
REGISTERED NUMBER:13764165

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

30 September
31 August
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 11 
8,806,120
22,598,940

Tangible assets
 12 
1,294,606
211,605

  
10,100,726
22,810,545

Current assets
  

Stocks
 14 
10,285,980
5,801,685

Debtors: amounts falling due within one year
 15 
2,685,466
1,941,963

Cash at bank and in hand
 16 
1,117,332
82,495

  
14,088,778
7,826,143

Creditors: amounts falling due within one year
 17 
(3,494,318)
(2,250,002)

Net current assets
  
 
 
10,594,460
 
 
5,576,141

Total assets less current liabilities
  
20,695,186
28,386,686

Creditors: amounts falling due after more than one year
 18 
(1,709,766)
(1,127,678)

Provisions for liabilities
  

Deferred taxation
 19 
-
(198)

Other provisions
  
(82,819)
(82,820)

  
 
 
(82,819)
 
 
(83,018)

Net assets
  
18,902,601
27,175,990


Capital and reserves
  

Called up share capital 
 20 
48,700,000
30,000,000

Foreign exchange reserve
 21 
13,486
3,220

Profit and loss account
 21 
(29,810,885)
(2,827,230)

  
18,902,601
27,175,990


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


Ms H Callow
Director

Date: 21 October 2025

The notes on pages 18 to 42 form part of these financial statements.

Page 11


PADDLE HOLDINGS LIMITED
REGISTERED NUMBER:13764165

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

30 September
31 August
2024
2023
Note
£
£

Fixed assets
  

Investments
 13 
18,500,000
23,000,000

  
18,500,000
23,000,000

Current assets
  

Debtors: amounts falling due within one year
 15 
2,162,187
1,507,433

  
2,162,187
1,507,433

Creditors: amounts falling due within one year
 17 
(1,127,554)
(1,243,283)

Net current assets
  
 
 
1,034,633
 
 
264,150

Total assets less current liabilities
  
19,534,633
23,264,150

  

Creditors: amounts falling due after more than one year
 18 
(1,709,766)
(1,127,678)

  

Net assets
  
17,824,867
22,136,472


Capital and reserves
  

Called up share capital 
 20 
48,700,000
30,000,000

Profit and loss account brought forward
  
(7,863,528)
(77,960)

Loss for the period
  
(23,011,605)
(7,785,568)

Profit and loss account carried forward
  
(30,875,133)
(7,863,528)

  
17,824,867
22,136,472


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





Ms H Callow
Director

Date: 21 October 2025

The notes on pages 18 to 42 form part of these financial statements.

Page 12


PADDLE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

£
£
£
£


At 1 September 2022
20,000,000
(26,373)
725,642
20,699,269


Comprehensive income for the year

Loss for the year
-
-
(3,552,872)
(3,552,872)

Currency translation differences
-
29,593
-
29,593


Contributions by and distributions to owners

Shares issued during the year
10,000,000
-
-
10,000,000



At 1 September 2023
30,000,000
3,220
(2,827,230)
27,175,990


Comprehensive income for the period

Loss for the period
-
-
(26,983,655)
(26,983,655)

Currency translation differences
-
10,266
-
10,266


Contributions by and distributions to owners

Shares issued during the period
18,700,000
-
-
18,700,000


At 30 September 2024
48,700,000
13,486
(29,810,885)
18,902,601


The notes on pages 18 to 42 form part of these financial statements.

Page 13


PADDLE HOLDINGS LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 September 2022
20,000,000
(77,960)
19,922,040


Comprehensive income for the year

Loss for the year
-
(7,785,568)
(7,785,568)


Contributions by and distributions to owners

Shares issued during the year
10,000,000
-
10,000,000



At 1 September 2023
30,000,000
(7,863,528)
22,136,472


Comprehensive income for the year

Loss for the period
-
(23,011,605)
(23,011,605)


Contributions by and distributions to owners

Shares issued during the period
18,700,000
-
18,700,000


At 30 September 2024
48,700,000
(30,875,133)
17,824,867


The notes on pages 18 to 42 form part of these financial statements.

Page 14


PADDLE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

13 month period ending
30 September
31 August
2024
2023
£
£

Cash flows from operating activities

Loss for the financial period
(26,983,655)
(3,552,872)

Adjustments for:

Amortisation of intangible assets
3,034,834
3,021,242

Depreciation of tangible assets
98,650
108,096

Impairments of intangible assets
21,429,750
-

Interest paid
105,936
150,395

Interest received
(39,265)
(7,859)

Taxation charge
10,878
(1,076)

Decrease in stocks
420,213
280,531

Decrease in debtors
904,677
634,853

Increase/(decrease) in creditors
323,787
(1,806,966)

(Decrease) in provisions
(199)
(14,180)

Corporation tax received/(paid)
730,368
(550,000)

Foreign exchange
-
(29,593)

Net cash generated from operating activities

35,974
(1,767,429)


Cash flows from investing activities

Purchase of intangible fixed assets
(32,948)
(3,300)

Purchase of tangible fixed assets
(58,982)
(33,500)

Interest received
39,265
7,859

Cash acquired on acquisition of subsidiary
732,311
-

Net cash from investing activities

679,646
(28,941)
Page 15


PADDLE HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

13 month period ending
30 September
31 August

2024
2023

£
£



Cash flows from financing activities

Drawdown of loans
500,000
-

Repayment of loans
(78,518)
(297,860)

Interest paid
(23,747)
(150,395)

Net cash used in financing activities
397,735
(448,255)

Net increase/(decrease) in cash and cash equivalents
1,113,355
(2,244,625)

Cash and cash equivalents at beginning of period
3,840
2,248,465

Cash and cash equivalents at the end of period
1,117,195
3,840


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,117,332
82,495

Bank overdrafts
(137)
(78,655)

1,117,195
3,840


The notes on pages 18 to 42 form part of these financial statements.

Page 16


PADDLE HOLDINGS LIMITED


CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024






At 1 September 2023
Cash flows
Acquisition and disposal of subsidiaries
Other non-cash changes
At 30 September 2024
£

£

£

£

£

Cash at bank and in hand

82,495

298,566

736,271

-

1,117,332

Bank overdrafts

(78,655)

78,518

-

-

(137)

Debt due to shareholders

(2,255,131)

(500,000)

-

(82,189)

(2,837,320)



(2,251,291)
(122,916)
736,271
(82,189)
(1,720,125)

The notes on pages 18 to 42 form part of these financial statements.

Page 17


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

1.


GENERAL INFORMATION

The company is a private company, limited by shares, incorporated in England within the United Kingdom. The address of the registered office is Unit 12 Halwell Business Park, Halwell, Totnes, TQ9 7LQ.
In September 2024, the company changed its year end date from 31 August 2024 to 30 September 2024. 

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 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 18


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

The organisation operates as a holding company, and consequently, the assessment of the going concern is contingent upon the future trading capabilities of its subsidiaries.
The directors acknowledge that the Group has generated a loss and less turnover in the period. Paddle Holdings Limited Group comprises Vian Marketing Limited, Red Paddle Co Limited, Tushingham Sales Limited, Backstay Holdings (Two) Limited, Gill Marine Holdings Limited, Douglas Gill International Limited and Gill North America Inc.
Results remained under pressure into the year to September 2025 as the directors chose not to cut back on investment into marketing. There have been significant changes in the wider outdoor recreation market, and also in sales channels, and internally, in the product mix. Looking forward the cost base has been reviewed to better focus on the opportunities in different products and customer type, and the directors are confident of returning to a profitable position, and being able to cover any working capital without any additional funding.
Given the results for the period the directors have assessed the valuation of the investment in its subsidaries and considered the need for an impairment. The directors have calculated that the investment is impaired by £23.2m and this has been processed through the financial statements. See note 13 for detail.
Goodwill arising on consolidation has been written down to £8.6m to reflect the directors updated valuation.
When making an assessment of the Company's ability to continue as a going concern, management considers various factors, including current trading and market conditions, funding requirements, the expectation of future trading and the ability of the group to operate within available funding facilities, and any other relevant circumstances. This assessment covers at least twelve months following the date of approval of the financial statements.
The company is reliant on support from the majority shareholder who has confirmed its intention to provide further financial resources necessary to assist the company meeting its liabilities as and when they fall due to the extent that money is not otherwise available to meet such liabilities.
Consequently, the Directors conclude that, whilst there remains a reliance on continued shareholder support to finance business operations in the short term, the Company will be able to meet its debts as they fall due and have prepared the financial statements on a going concern basis.
 

Page 19


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.4

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.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 20


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

INTEREST INCOME

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

 
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

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.10

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

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

Page 21


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.11

CURRENT AND DEFERRED TAXATION

The tax expense for the period 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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.


 
2.12

EXCEPTIONAL ITEMS

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

Page 22


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.13

INTANGIBLE ASSETS

GOODWILL

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life of 10 years.

OTHER INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Software
-
2
years
Customs Warehouse
-
10
years
Trademarks
-
10
years
Patents
-
4
years

 
2.14

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:

Freehold property
-
2%
Short-term leasehold property
-
10%
Plant and machinery
-
25%
Motor vehicles
-
25%
Fixtures and fittings
-
25%

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 23


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.15

IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting 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 reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.16

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.

 
2.17

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.18

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.

 
2.19

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 24


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.ACCOUNTING POLICIES (continued)

 
2.21

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.

 
2.22

FINANCIAL INSTRUMENTS

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditor, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.


Page 25


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requries management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements have had the most significant effect on the amounts recognised in the financial statements.
Useful economic life of intangibles
The directors use the best available information to estimate the useful economic lives of the intangible assets.
 
Useful economic life of goodwill
The useful economic life of goodwill has been selected by the directors at the outset of an acquisition. Where the directors are satisfied that the useful economic life can be reliably estimated, goodwill is amortised over this period. The directors review the useful economic life of fixed assets at the end of each reporting period and revise them as necessary.
Impairment of intangible assets
Where impairment indicators are present the company makes an estimate of the recoverable value of intangible and tangible assets. The recoverable amount of the asset (or asset’s cash generating unit) is the higher of the fair value less costs to sell and value in use. Value in use is defined as the present value of the future cash flows before interest and tax obtainable as a results of the asset’s (or asset’s cash generating unit) continued use. Due to the specialised nature of the assets, judgement is used to assess the degree of certainty attached to the flow of future economic benefits and the technical feasibility and success of the various projects. If there is a material change in economic conditions, climate or other circumstances influencing the estimate of future cash flows or fair value the Group could be required to recognise impairment charges in the future.
 
Impairment of fixed asset investments
The carrying amounts of the Company's assets are reviewed for impairment where events or changes in circumstances indicate that the carrying amount of the fixed assets may not be recoverable. Judgement is applied to identify any indications of impairement. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its income-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit and loss account.

Stock
The carrying amounts of the Group's stock is reviewed for impairment where events or changes in circumstances indicate that the carrying amount of the stock may be recoverable. Judgement is applied to identify any indications of impairment. If any such indications exists, the stock recoverable amount is estimated. An impariment or wite-off loss is recognised in the profit and loss account. At the year-end a % of stock is provided against on this basis and this is determined by historical information available.
Warranty Provision
The warranty provision has been calculated using an average of historic costs of warranty claims over a three year period to reflect the costs likely to be incurred.

Page 26


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

4.


TURNOVER

Analysis of turnover by country of destination:

13 month period ending
30 September
31 August
2024
2023
£
£

United Kingdom
7,533,956
6,708,656

Rest of the world
1,898,398
2,781,998

9,432,354
9,490,654



5.


OPERATING LOSS

The operating loss is stated after charging:

13 month period ending
30 September
31 August
2024
2023
£
£

Research & development charged as an expense
67,850
52,047

Exchange differences
723,468
134,166

Other operating lease rentals
339,068
124,205

Depreciation and Amortisation
3,133,484
3,097,599

Impairment of intangible assets
21,429,750
-

Impairment of intangible assets of £21,429,750 (2023: £Nil) is classified as an exceptional cost.

Page 27


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

6.


AUDITORS' REMUNERATION

During the period, the Group obtained the following services from the Company's auditors:


13 month period ending
30 September
31 August
2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
6,950
6,500

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

The auditing of accounts of associates of the Company
59,450
25,500

Taxation compliance services
13,900
7,600


7.


EMPLOYEES

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


Group
30 September
Group
31 August
Company
30 September
Company
31 August
2024
2023
2024
2023
£
£
£
£


Wages and salaries
1,462,517
1,540,254
92,840
57,470

Social security costs
162,421
163,379
3,072
-

Cost of defined contribution scheme
99,793
125,217
-
-

1,724,731
1,828,850
95,912
57,470


The average monthly number of employees in the Group, including the directors, during the period was as follows:


13 month period ending
     30 September
       31 August
        2024
        2023
            No.
            No.







Employees
53
42

The Company has no employees other than the directors, who received remuneration of £92,840 (2023: £57,470)
Page 28


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

8.


DIRECTORS' REMUNERATION

13 month period ending
30 September
31 August
2024
2023
£
£

Directors' emoluments for the Group
244,864
170,038

Group contributions to defined contribution pension schemes
89,905
92,710

334,769
262,748


The highest paid director received remuneration of £150,258 (2023: £129,208).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £62,563 (2023: £46,355).


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

13 month period ending
30 September
31 August
2024
2023
£
£


Other loan interest payable
23,747
19,299

Interest payable on shareholder loan notes
82,189
131,096

105,936
150,395

Page 29


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

10.


TAXATION


13 month period ending
30 September
31 August
2024
2023
£
£

CORPORATION TAX


Current tax on profits for the year
-
(698,775)


-
(698,775)


TOTAL CURRENT TAX
-
(698,775)

DEFERRED TAX


Origination and reversal of timing differences
10,878
697,699

TOTAL DEFERRED TAX
10,878
697,699


TAXATION ON LOSS ON ORDINARY ACTIVITIES
10,878
(1,076)
Page 30


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
 
10.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE PERIOD/YEAR

The tax assessed for the period/year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 21.52%). The differences are explained below:

13 month period ending
30 September
31 August
2024
2023
£
£


Loss on ordinary activities before tax
(26,972,777)
(3,553,948)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 21.52%)
(6,743,192)
(740,672)

EFFECTS OF:


Fixed asset differences
4,521
1,766

Expenses not deductible for tax purposes
6,018,687
624,147

Capital allowances for period/year in excess of depreciation
-
21,857

Adjustments in respect of prior periods (deferred tax)
198
917,042

Adjustments to tax charge in respect of prior periods
607
(698,775)

Remeasurement of deferred tax for changes in tax rates
-
(13,955)

Movement in deferred tax not recognised
587,586
(119,425)

Other permanent differences
48,287
-

Non-taxable income
92,467
-

Provision for unrealised profits
1,717
-

Other differences leading to an increase (decrease) in the tax charge
-
6,939

TOTAL TAX CHARGE FOR THE PERIOD/YEAR
10,878
(1,076)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 31


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

11.


INTANGIBLE ASSETS

Group and Company







Patents
Website
Trademarks
Computer software
Goodwill
Total

£
£
£
£
£
£



COST


At 1 September 2023
118,083
-
-
-
27,774,326
27,892,409


Additions
-
7,500
448
-
25,000
32,948


On acquisition of subsidiaries
1,735
91,611
57,843
5,257
10,482,370
10,638,816



At 30 September 2024

119,818
99,111
58,291
5,257
38,281,696
38,564,173



AMORTISATION


At 1 September 2023
55,539
-
-
-
5,237,930
5,293,469


Charge for the period on owned assets
34,505
6,400
1,500
870
2,991,559
3,034,834


Impairment charge
-
-
-
-
21,429,750
21,429,750



At 30 September 2024

90,044
6,400
1,500
870
29,659,239
29,758,053



NET BOOK VALUE



At 30 September 2024
29,774
92,711
56,791
4,387
8,622,457
8,806,120



At 31 August 2023
62,544
-
-
-
22,536,396
22,598,940


The Directors have reviewed the carrying amounts of goodwill for impairment and have considered the forecast performance of the subsidiary Companies. The Directors consider that an impairment of £21,429,750 is required to bring the goodwill value to £8,622,457.



Page 32

PADDLE HOLDINGS LIMITED



 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
 
  



12.


TANGIBLE FIXED ASSETS


Group










Freehold property
Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£
£



COST OR VALUATION


At 1 September 2023
-
139,270
20,182
120,739
96,607
376,798


Additions
-
-
-
-
58,982
58,982


Acquisition of subsidiary
950,000
-
5,117
-
168,591
1,123,708


Disposals
-
-
-
(16,422)
-
(16,422)



At 30 September 2024

950,000
139,270
25,299
104,317
324,180
1,543,066



DEPRECIATION


At 1 September 2023
-
48,371
18,684
58,521
39,617
165,193


Charge for the period on owned assets
496
27,889
1,933
22,279
46,053
98,650


Disposals
-
-
-
(15,383)
-
(15,383)



At 30 September 2024

496
76,260
20,617
65,417
85,670
248,460



NET BOOK VALUE



At 30 September 2024
949,504
63,010
4,682
38,900
238,510
1,294,606



At 31 August 2023
-
90,899
1,498
62,218
56,990
211,605

Page 33

PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

           12.TANGIBLE FIXED ASSETS (CONTINUED)




The net book value of land and buildings may be further analysed as follows:


30 September
31 August
2024
2023
£
£

Freehold
949,504
-

Short leasehold
63,010
90,899

1,012,514
90,899



13.


FIXED ASSET INVESTMENTS

Company








Investments in subsidiary companies

£



COST OR VALUATION


At 1 September 2023
23,000,000


Additions
18,700,000



At 30 September 2024
41,700,000



IMPAIRMENT


Charge for the period
23,200,000



At 30 September 2024

23,200,000



NET BOOK VALUE



At 30 September 2024
18,500,000



At 31 August 2023
23,000,000

The Directors have reviewed the carrying amounts of the investments for impairment and have considered the forecast performance of the subsidiary Companies. The Directors consider that an impairment of £23,200,000 is required to bring the investment value to £18,500,000. The impairment has been recognised in the profit and loss account of the Company.

Page 34


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

SUBSIDIARY UNDERTAKING


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Vian Marketing Limited
Halwell Business Park, TQ9 7LQ
Holding Company
Ordinary
100%
Red Paddle Co Limited
Halwell Business Park, TQ9 7LQ
Trading Company
Ordinary
100%
Tushingham Sales Limited
Halwell Business Park, TQ9 7LQ
Trading Company
Ordinary
100%
Tushingham Sails Limited
Halwell Business Park, TQ9 7LQ
Dormant
Ordinary
100%
Red Original Limited
Halwell Business Park, TQ9 7LQ
Dormant
Ordinary
100%
Red Paddle Co PTY Ltd
Unit A1 35-39 Bourke Road, Sydney, NSW, 2015
Trading Company
Ordinary
100%
Backstay Holdings (Two) Limited
Fort Anne, IM1 5PD
Holding Company
Ordinary
100%
Gill Marine Holdings Limited
Manor House Road, NG10 1LR
Holding Company
Ordinary
100%
Douglas Gill International Limited
Manor House Road, NG10 1LR
Trading Company
Ordinary
100%
Gill North America Inc
2315 Beach Blvd, Ste. FL 32250
Trading Company
Ordinary
100%

Tushingham Sails Limited and Red Original Limited were dormant in the period. The principal activity of the trading companies in the period was the sale and distribution of paddle boarding and other watersport equipment and accessories.


14.


STOCKS

Group
30 September
Group
31 August
2024
2023
£
£

Finished goods and goods for resale
10,285,980
5,801,685

10,285,980
5,801,685


Page 35


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

15.


DEBTORS

Group
30 September
Group
31 August
Company
30 September
Company
31 August
2024
2023
2024
2023
£
£
£
£


Trade debtors
1,539,811
723,022
14,467
13,416

Amounts owed by group undertakings
-
-
2,050,041
1,397,964

Other debtors
147,324
850,751
95,646
95,225

Prepayments and accrued income
769,987
368,190
2,033
828

Tax recoverable
222,471
-
-
-

Deferred taxation
5,873
-
-
-

2,685,466
1,941,963
2,162,187
1,507,433



16.


CASH AND CASH EQUIVALENTS

Group
30 September
Group
31 August
2024
2023
£
£

Cash at bank and in hand
1,117,332
82,495

Less: bank overdrafts
(137)
(78,655)

1,117,195
3,840



17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
30 September
Group
31 August
Company
30 September
Company
31 August
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
137
78,655
-
-

Trade creditors
1,144,842
310,754
-
-

Amounts owed to group undertakings
-
-
-
115,830

Corporation tax
-
2,280
-
-

Other taxation and social security
538,578
359,430
-
-

Other creditors
1,300,210
1,260,030
1,127,554
1,127,453

Accruals and deferred income
510,551
238,853
-
-

3,494,318
2,250,002
1,127,554
1,243,283


Bank borrowings are secured by a fixed and floating charge over all property and undertaking of the company in which the debt relates. 

Page 36


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
30 September
Group
31 August
Company
30 September
Company
31 August
2024
2023
2024
2023
£
£
£
£

Other creditors
1,709,766
1,127,678
1,709,766
1,127,678

1,709,766
1,127,678
1,709,766
1,127,678


Other creditors as at 30 September 2024 consist of shareholder loan notes. Interest is charged at 3.25% above the Bank of England Bank Rate. 



Page 37


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

19.


DEFERRED TAXATION


Group



2024


£






At beginning of year
(198)


Charged to profit or loss
(11,076)


Arising on business combinations
16,949


Utilised in year
198



AT END OF YEAR
5,873

Company


2024






AT END OF YEAR
-
The deferred taxation balance is made up as follows:

Group
30 September
Group
31 August
2024
2023
£
£

Accelerated capital allowances
5,873
(198)

5,873
(198)

Page 38


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

20.


SHARE CAPITAL

30 September
31 August
2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



Nil (2023: 150,000) Ordinary shares of £1.00 each
-
150,000
41,698,780 (2023: 29,850,000) Preference shares of £1.00 each
41,698,780
29,850,000
699,850,000 (2023: Nil ) Deferred shares of £0.01 each
6,998,500
-
271,957 (2023: Nil) Ordinary shares (£0.01) shares of £0.01 each
2,720
-

48,700,000

30,000,000


On 16 August 2024, the Company undertook a share re-organisation in order to acquire Backstay Holdings (Two) Limited. The Ordinary shares of the Company were re-denominated to £0.01 each, resulting in the issue of 14,850,000 new Ordinary shares. These new Ordinary shares were subsequently converted to Deferred shares of £0.01 each. 6,850,000 of the Company's preference shares were converted to deferred shares of £0.01 each.
On the acquisition of Backstay Holdings (Two) Limited, 121,957 new Ordinary shares were issued at £0.01 each and 18,698,780 new Preference shares were issued at £1 each.
Preference shares have no voting rights or entitlement to a dividend. Any of the preference shares may be purchased or redeemed by the company at any time at its option (with the prior written consent of the Controlling Shareholder) for £1 per preference share.  In the event of a departing employee, the redemption price of any relevant shares may be restricted to the maximum of the lower of the fair value and £1 per preference share.
Deferred shares have no voting rights or entitlement to a dividend. Deferred shares have no redemption rights.


21.


RESERVES

Share premium account

Includes any premiums received on issue of share capital.

Foreign exchange reserve

Includes cumulative foreign exchange loss on the consolidation of an overseas subsidiary.

Profit and loss account

Includes all current and prior period retained profits and losses.

Page 39


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

22.
 

BUSINESS COMBINATIONS

On 16th August 2024, Paddle Holdings Limited acquired Backstay Holdings (Two) Limited and it's subsidiaries, Gill Marine Holdings Limited, Douglas Gill International Limited and Gill North America through a share for share exchange.
The assets were acquired at fair value and at acquisition, goodwill of £8,608,014 was generated and will be amortised over 10 years on a straight line basis.

ACQUISITION OF Backstay Holdings (Two) Limited

RECOGNISED AMOUNTS OF IDENTIFIABLE ASSETS ACQUIRED AND LIABILITIES ASSUMED

Book value
Fair value adjustments
Fair value
£
£
£

FIXED ASSETS

Tangible
464,370
659,338
1,123,708

Intangible
2,030,802
-
2,030,802

2,495,172
659,338
3,154,510

CURRENT ASSETS

Stocks
4,904,508
-
4,904,508

Debtors
2,380,828
-
2,380,828

Cash at bank and in hand
732,311
-
732,311

TOTAL ASSETS
10,512,819
659,338
11,172,157

CREDITORS

Due within one year
(1,080,171)
-
(1,080,171)

TOTAL IDENTIFIABLE NET ASSETS
9,432,648
659,338
10,091,986


Goodwill
8,608,014

TOTAL PURCHASE CONSIDERATION
18,700,000

CONSIDERATION

£


Share issue
18,700,000



Page 40


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

22.BUSINESS COMBINATIONS (CONTINUED)

The results of Backstay Holdings (Two) Limited group since acquisition are as follows:

Current period since acquisition
£

Turnover
1,085,456

(Loss) for the period since acquisition
(810,713)


23.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those owned by the Group. Contributions payable to the fund amounted to £32,560 (2023: £16,079) at the reporting date and are included in creditors.


24.


COMMITMENTS UNDER OPERATING LEASES

At 30 September 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
30 September
Group
31 August
2024
2023
£
£

Not later than 1 year
139,298
90,860

Later than 1 year and not later than 5 years
280,443
234,535

419,741
325,395


25.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33 "Related party disclosures" in not disclosing intra-group transactions where 100% of the voting rights are controlled within the group.
Included within creditors due within one year is a balance of £1,127,554 (2023: £1,127,453) due to Shareholders.
Included within creditors due after more than one year is a balance of £1,709,766 (2023: £1,127,678) due to Shareholders.


26.


POST BALANCE SHEET EVENTS

The existing loan facility issued by Backstay Holdings Limited to the Paddle Holdings Group was increased to £5m in November 2024, and to £5.5m in February 2025, to facilitate the repayment of deferred consideration and cashflow requirements of the trading entities.
Page 41


PADDLE HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

27.


CONTROLLING PARTY

The controlling party is considered to be the protector committee of the Myers Purpose Trust.

 
Page 42