Company registration number 07483617 (England and Wales)
DUCATI MANCHESTER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
DUCATI MANCHESTER LIMITED
COMPANY INFORMATION
Directors
Mr C D Booth
Mr D Paterson
(Appointed 8 January 2025)
Company number
07483617
Registered office
Dalton House
Washway Road
Sale
Manchester
M33 7AR
Auditor
MHA
Richard House
9 Winckley Square
Preston
PR1 3HP
DUCATI MANCHESTER LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of income and retained earnings
8
Balance sheet
9
Notes to the financial statements
10 - 23
DUCATI MANCHESTER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Review of the business
Whilst trading conditions became more normalised compared to the supply chain disruption of the prior year, the company had to sell stock at lower than ideal rates in order to maintain healthy levels of cash inflows amidst a tough market from a demand perspective. In May 2023, the company disposed of its Worcester dealership to a third party. The rationale was to focus time and effort on the Northern locations of Manchester, Preston and Stoke. The Worcester financial performance is presented as discontinued operations in the Statement of Income and Retained Earnings.
The company continued to support its subsidiary during the year, as its new Dundee Ducati showroom became further established. At the balance sheet date, the wider group to which the company belongs had 5 locations.
Whilst the company increased turnover for continued operations, gross profit margins fell owing to the decisions noted above. The company reported a £285,934 profit on the disposal of the Worcester dealership, again presented within discontinued operations. Finally the company reported a pre tax loss for the year of £311,417 (2022: £310,516 profit) as the gross contribution reduced by more than the overhead savings realised.
Despite the reported financial performance, cash at bank had increased significantly at the balance sheet date as the company retained liquid resources derived from the disposal. These key financial performance indicators are shown below:
Turnover £19,190,569 (2022: £18,912,986)
Gross profit £1,458,598 (2022: £2,351,624)
(Loss) / profit before tax £311,417 loss (2022: £310,516 profit)
Cash at bank and in hand £790,390 (2022: £396,346)
Principal risks and uncertainties
The company's operations expose it to a variety of financial risks that include the effects of changes in credit risk. The company is not reliant upon any single customer for a material proportion of turnover, therefore spreading and reducing the risk of customers not returning. This is furthered by the company, at the time of approving these financial statements, now trading out of four locations, see references to Worcester repurchase in the future developments section below.
Whilst supply chain disruptions have not been seen to the level of recent years, the current 'Global trade war' does not inspire confidence, but all companies and industries will be impacted to certain degrees.
Should the availability of new Ducati vehicles ever be restricted, it will naturally increase demand within the second hand Ducati market in which the company also operates. Therefore the director’s believe the company always possesses a natural degree of insulation against the new vehicle supply chain issues.
The single greatest concern surrounds the UK's economic prospects, with cost of living inflation in recent years eroding consumers' purchasing power together with the increase in interest rates seen in 2022 and 2023. Whilst demand is noticeably improving at the date of approving these financial statements, consumers are still uncertain over committing to significant purchases, especially where interest on finance options is still more expensive than pre 2022. The directors aim to ensure the company places itself in the best position to secure a significant share of what consumer demand exists for new motorbikes, whilst remaining agile in the second-hand market. The directors strongly believe there is significant liquidity, stock availability and brand positioning to do so.
DUCATI MANCHESTER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Future developments
In January 2025 Mr D Patterson became the ultimate controlling party and has contributed both operationally and financially since then, through his wider business interests. Mr C Booth is still directing operations full time and remains fully committed to the company and wider group.
Whilst the company disposed of its Worcester dealership during the year under report, the purchaser’s entire business, which expanded significantly beyond that dealership, subsequently fell into administration. Given the change in ownership and the additional operational and financial support that brings, the directors decided to reacquire the Worcester trade and assets and the dealership now trades as Ducati Worcester, within this limited company.
The company has come through a difficult trading period, both in 2023 and 2024. The company’s financial performance has significantly improved during 2025 to date and the directors remain focussed on building greater efficiencies through all locations working optimally in partnership to deliver greater profitability given the asset base in operation. The company and group have received confirmation of support from Mr Patterson and his wider business interests, Ducati UK and its principal funder and appears set for a productive 2025.
The directors would like to place on record their sincere thanks to all colleagues, for their superb contributions in what has been a difficult trading time and to both Ducati and other stakeholders for their continued support.
Mr C D Booth
Director
30 May 2025
DUCATI MANCHESTER LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company continued to be that of an award winning motorcycle main agent dealership.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr C D Booth
Mr D Paterson
(Appointed 8 January 2025)
Auditor
Following the merger of MHA Moore & Smalley with MHA, the company's independent auditor has now become MHA. The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the principal risks and uncertainties, financial risk management and future developments.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr C D Booth
Director
30 May 2025
DUCATI MANCHESTER LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
DUCATI MANCHESTER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DUCATI MANCHESTER LIMITED
- 5 -
Opinion
We have audited the financial statements of Ducati Manchester Limited (the 'company') for the year ended 31 December 2023 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its 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.
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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.
DUCATI MANCHESTER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DUCATI MANCHESTER LIMITED (CONTINUED)
- 6 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.
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:
the financial statements are not in agreement with the accounting records and returns; or
returns adequate for our audit have not been received from branches no visited by us; or
certain disclosures of remuneration specified by law are not made.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:
Enquiries with management about any known or suspected instances of non-compliance with laws and regulations;
Enquires with management about any known or suspected instances of fraud;
Auditing the risk of fraud in revenue, including through the testing of income cut off at the period end and through sales transaction testing to provide comfort that revenue occurrence is as stated in the financial statements;
Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls; and
Review of legal and professional expenditure to identify any evidence of ongoing litigation or enquiries.
DUCATI MANCHESTER LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DUCATI MANCHESTER LIMITED (CONTINUED)
- 7 -
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 an auditor's 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.
Joe Sullivan FCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Preston, United Kingdom
30 May 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
DUCATI MANCHESTER LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
Continuing
Discontinued
31 December
Continuing
Discontinued
31 December
operations
operations
2023
operations
operations
2022
Notes
£
£
£
£
£
£
Turnover
3
16,750,076
2,440,493
19,190,569
14,916,337
3,996,649
18,912,986
Cost of sales
(15,195,247)
(2,536,724)
(17,731,971)
(13,144,548)
(3,416,814)
(16,561,362)
Gross profit
1,554,829
(96,231)
1,458,598
1,771,789
579,835
2,351,624
Administrative expenses
(1,861,508)
(171,573)
(2,033,081)
(1,704,991)
(489,044)
(2,194,035)
Other operating income
285,934
285,934
174,000
174,000
Operating (loss)/profit
5
(306,679)
18,130
(288,549)
240,798
90,791
331,589
Interest receivable and similar income
8
141
141
Interest payable and similar expenses
9
(22,868)
(22,868)
(21,214)
(21,214)
(Loss)/profit before taxation
(329,547)
18,130
(311,417)
219,725
90,791
310,516
Tax on (loss)/profit
10
(256,769)
(256,769)
(78,196)
(78,196)
(Loss)/profit for the financial year
(586,316)
18,130
(568,186)
141,529
90,791
232,320
Retained earnings brought forward
1,893,720
1,661,400
Retained earnings carried forward
1,325,534
1,893,720
DUCATI MANCHESTER LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
13
860,903
1,167,932
Investments
14
510
510
861,413
1,168,442
Current assets
Stocks
16
4,357,532
4,432,988
Debtors falling due after more than one year
17
256,769
Debtors falling due within one year
17
1,065,994
989,134
Cash at bank and in hand
790,390
396,346
6,213,916
6,075,237
Creditors: amounts falling due within one year
18
(4,948,865)
(4,649,093)
Net current assets
1,265,051
1,426,144
Total assets less current liabilities
2,126,464
2,594,586
Creditors: amounts falling due after more than one year
19
(300,929)
(200,865)
Net assets
1,825,535
2,393,721
Capital and reserves
Called up share capital
24
500,001
500,001
Profit and loss reserves
1,325,534
1,893,720
Total equity
1,825,535
2,393,721
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 30 May 2025 and are signed on its behalf by:
Mr C D Booth
Director
Company registration number 07483617 (England and Wales)
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
1
Accounting policies
Company information
Ducati Manchester Limited is a private company limited by shares incorporated in England and Wales. The registered office is Dalton House, Washway Road, Sale, Manchester, M33 7AR.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Ducati Manchester Limited is a subsidiary of Amirou Holdings Limited and the results of Ducati Manchester Limited are included in the consolidated financial statements of Amirou Holdings Limited which are available from Companies House, Cardiff.
1.2
Going concern
The company reported a loss for the year ended 31 December 2023 and experienced difficult trading condition in the subsequent year, but management information for the current calendar year has seen a recovery in trade. true
At the time of approving the financial statements, the group has headroom in its facilities and is negotiating the sale of the freehold property from which it operates one of its dealerships.
The company has received confirmation of support from its principal funder (subject to standard satisfactory use clauses), its ultimate owner and from Ducati UK Limited, for a period of at least 12 months following the signing of the audit report.
Given the above and that the company is working well within available funding facilities, the directors have at the time of approving the financial statements, every expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 11 -
1.3
Turnover
Turnover is measured at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Income is recognised at the point at which the customer takes delivery of the motorcycle, at the point of purchase in relation to associated parts and clothing, or upon completion of any servicing work.
1.4
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
2% per annum straight line
Leasehold improvements
2% per annum straight line
Plant and machinery
15-25% per annum straight line
Fixtures and fittings
20% per annum straight line
Motor vehicles
33% per annum straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.8
Stocks
Stocks are stated at the lower of cost and net realisable value after making due allowances for demonstration units or slow moving clothing stocks. Stock is measured using the first in first out method of accounting.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 12 -
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.
Other financial assets
All of the company's financial assets are basic financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities
Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. Trade creditors are recognised initially at transaction price.
Other financial liabilities
All of the company's financial liabilities are basic financial instruments.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Bike and component stock valuation
Management review the carrying value of any bike and component stock and compare this to their judgement of net realisable value. Any impairment in the carrying value of the related units is then processed.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
3
Turnover and other revenue
All of the company's turnover relates to it's principal activity and relates to the United Kingdom only.
2023
2022
£
£
Other revenue
Interest income
-
141
4
Exceptional item
2023
2022
£
£
Income
Profits on disposal of Worcester site
285,934
-
Exceptional income relates to the profits on disposal of the Worcester branch and consists of £220,000 profit on disposal of intangible assets and £65,934 profit on disposal of the tangible fixed assets associated with that location.
5
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
14,000
14,200
Depreciation of owned tangible fixed assets
151,055
151,921
Depreciation of tangible fixed assets held under finance leases
34,494
32,904
(Profit)/loss on disposal of tangible fixed assets
(65,934)
11,465
Profit on disposal of intangible assets
(220,000)
-
Operating lease charges
139,806
151,196
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Management and administration
6
3
Sales and servicing
23
27
Total
29
30
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 16 -
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
836,303
898,401
Social security costs
79,720
96,294
Pension costs
14,296
18,288
930,319
1,012,983
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
9,096
9,029
Company pension contributions to defined contribution schemes
64
67
9,160
9,096
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2022 - 1).
8
Interest receivable and similar income
2023
2022
£
£
Interest income
Other interest income
141
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
6,079
4,813
Interest on finance leases and hire purchase contracts
3,739
6,349
Other interest
13,050
10,052
22,868
21,214
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
10
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
244,700
59,429
Changes in tax rates
15,392
18,767
Adjustment in respect of prior periods
(3,323)
Total deferred tax
256,769
78,196
The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
(Loss)/profit before taxation
(311,417)
310,516
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2022: 19.00%)
(73,247)
58,998
Tax effect of expenses that are not deductible in determining taxable profit
423
1,034
Tax effect of income not taxable in determining taxable profit
(51,745)
Unutilised tax losses carried forward
321,310
Effect of change in corporation tax rate
15,392
18,767
Permanent capital allowances in excess of depreciation
(188)
(2,148)
Depreciation on assets not qualifying for tax allowances
923
1,545
Deferred tax adjustments in respect of prior years
(3,323)
Chargeable gain
47,224
Taxation charge for the year
256,769
78,196
The Chancellor announced his intention to increase the headline rate of corporation tax to 25% from 1 April 2023. This policy was substantively enacted on 25 May 2021.
11
Discontinued operations
Worcester branch disposal
In May 2023 the company disposed of the trade and assets belonging to its Worcester dealership to a third party. The disposal was effected in order to better concentrate management time on the company's core locations at Manchester, Preston and Stoke.
A profit of £285,934 arose on disposal, being the proceeds of the sale, less the carrying amount of business fixed assets, trading stock and deposits already received for future bike sales. The daily trade of that location has also been separately disclosed as discontinued operations within the statement of income and retained earnings.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
12
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2023 and 31 December 2023
225,646
Amortisation and impairment
At 1 January 2023 and 31 December 2023
225,646
Carrying amount
At 31 December 2023
At 31 December 2022
13
Tangible fixed assets
Freehold land and buildings
Leasehold improvements
Plant and machinery
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2023
414,906
458,921
345,334
427,358
421,371
2,067,890
Additions
33,785
5,276
3,085
170,440
212,586
Disposals
(296,367)
(104,139)
(40,306)
(440,812)
At 31 December 2023
414,906
196,339
246,471
390,137
591,811
1,839,664
Depreciation and impairment
At 1 January 2023
36,155
29,143
240,262
382,281
212,117
899,958
Depreciation charged in the year
6,298
6,396
31,876
15,653
125,326
185,549
Eliminated in respect of disposals
(22,201)
(59,200)
(25,345)
(106,746)
At 31 December 2023
42,453
13,338
212,938
372,589
337,443
978,761
Carrying amount
At 31 December 2023
372,453
183,001
33,533
17,548
254,368
860,903
At 31 December 2022
378,751
429,778
105,072
45,077
209,254
1,167,932
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
2023
2022
£
£
Motor vehicles
71,623
63,599
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
14
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
15
510
510
15
Subsidiaries
These financial statements are separate company financial statements for Ducati Manchester Limited.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
G52 Limited
1
Ordinary
51.00
Registered office addresses (all UK):
1
61 Queen Elizabeth Avenue, Hillington Park, Glasgow, G52 4NQ
16
Stocks
2023
2022
£
£
Finished goods and goods for resale
4,357,532
4,432,988
17
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
241,405
251,414
Amounts owed by group undertakings
581,890
366,570
Other debtors
1,817
12,612
Prepayments and accrued income
240,882
358,538
1,065,994
989,134
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 22)
256,769
Total debtors
1,065,994
1,245,903
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 20 -
18
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Bank loans
20
50,510
67,347
Obligations under finance leases
21
39,993
24,166
Other borrowings
20
98,553
80,471
Trade creditors
4,465,404
4,153,167
Amounts owed to group undertakings
68,816
Taxation and social security
109,931
221,518
Other creditors
22,326
50,022
Accruals and deferred income
93,332
52,402
4,948,865
4,649,093
Bank loans are secured over the company's freehold land and buildings. Obligations under finance leases are secured over the assets to which they relate. Balances totalling £2,430,131 (2022: £1,825,845) included in trade creditors are secured over the stock balances to which they relate.
19
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Bank loans and overdrafts
20
50,510
Obligations under finance leases
21
78,930
76,087
Other borrowings
20
221,999
74,268
300,929
200,865
Bank loans and overdrafts are secured over the company's freehold land and buildings. Obligations under finance leases are secured over the assets to which they relate.
20
Loans and overdrafts
2023
2022
£
£
Bank loans
50,510
117,857
Other loans
320,552
154,739
371,062
272,596
Payable within one year
149,063
147,818
Payable after one year
221,999
124,778
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
21
Finance lease obligations
2023
2022
Future minimum lease payments due under finance leases:
£
£
Within one year
45,723
27,722
In two to five years
88,305
81,608
134,028
109,330
Less: future finance charges
(15,105)
(9,077)
118,923
100,253
Finance lease payments represent rentals payable by the company for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3-5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2023
2022
Balances:
£
£
Accelerated capital allowances
(113,613)
(175,555)
Tax losses
113,613
432,324
-
256,769
2023
Movements in the year:
£
Asset at 1 January 2023
(256,769)
Charge to profit or loss
257,964
Effect of change in tax rate - profit or loss
(1,195)
Liability at 31 December 2023
-
The deferred tax balance set out above is not expected to materially change in the next 12 months. Tax losses of £1,366,081 have not been recognised as a deferred tax asset at the balance sheet date.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
14,296
18,288
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
24
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
500,001
500,001
500,001
500,001
25
Operating lease commitments
Lessee
Operating lease payments represent rentals payable by the company for its properties and certain items of equipment.
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
59,544
164,319
Between two and five years
9,844
79,583
69,388
243,902
26
Events after the reporting date
On 23 December 2024 the company acquired 49% of the issued share capital in its subsidiary G52 Limited for nominal consideration, such that it became a wholly owned subsidiary of Ducati Manchester Limited.
In January 2025 Mr D Patterson became the ultimate controlling party.
In April 2025, the company repurchased the trade and assets of its former Worcester based dealership, from the Joint Administrators of Completely Motoring Limited, for a consideration of £8,000.
DUCATI MANCHESTER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
27
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Category
Description of
Income
Expenditure
transaction
2023
2022
2023
2022
£
£
£
£
Entities over which the entity has control, joint control or significant influence
Management charge received
174,000
Entities over which the entity has control, joint control or significant influence
Sales and purchases of goods
222,766
226,204
460,119
83,893
Key management personnel
Sales
9,099
40
Balances with related parties
The following amounts were outstanding at the reporting end date:
Category
Amounts owed by
Amounts owed to
related parties
related parties
2023
2022
2023
2022
£
£
£
£
Entities over which the entity has control, joint control or significant influence
4,355
327,979
362,739
10,906
Entities with control, joint control or significant influence over the company
528,890
77,002
Key management personnel
22,326
5,006
28
Ultimate controlling party
The immediate and ultimate parent entity is Amirou Holdings Limited, a company incorporated in England and Wales. The registered office of Amirou Holdings is Richard House, 9 Winckley Square, Preston, PR1 3HP.
The group headed by Amirou Holdings Limited is the only one to which Ducati Manchester Limited belongs where consolidated accounts are prepared. Copies of the group accounts can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
At the balance sheet date, the company was ultimately controlled by Mr C D Booth. From 8 January 2025, the ultimate controlling party became Mr D Paterson.
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