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REGISTERED NUMBER: 14772241 (England and Wales)









SOUTHTOWN HOLDINGS LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024






SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Director 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 12

Consolidated Balance Sheet 13

Company Balance Sheet 14

Consolidated Statement of Changes in Equity 15

Company Statement of Changes in Equity 16

Consolidated Cash Flow Statement 17

Notes to the Consolidated Cash Flow Statement 18

Notes to the Consolidated Financial Statements 20


SOUTHTOWN HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTOR: S Anthony





REGISTERED OFFICE: Alphin Brook Road
Marsh Barton Trading Estate
Exeter
Devon
EX2 8RG





REGISTERED NUMBER: 14772241 (England and Wales)





AUDITORS: WP Audit Services LLP
Chartered Accountant & Statutory Auditor
Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS
Southtown Holdings Limited purchased 100% of the shares in Southtown Investment Company Limited on 13th July 2023, acquiring the trade of Bridge Motorcycles Limited as a result. Note that the figures included in the comparative Income Statement are therefore for a short period.

The franchises operated in the period included Honda, Kawasaki, Suzuki and Triumph. During the prior period, the Yamaha franchise operated by the subsidiary was relinquished, in order to focus on the remaining franchises and improve the offering in these areas.

Bridge Motorcycles has enjoyed another successful year.

Comparing this current year results with the preceding 12 months, turnover has decreased by 7.57%, down to £10.6m from £11.5m in the prior year, albeit, £0.55m of the prior year turnover came from discontinued operations. Excluding the discontinued operations the drop is only 2.9%.

The core business of motorcycle sales remained strong in the year. In addition to this, the on-site café has given the main trade supplementary income as well as making the site a popular location for the group's target demographic.

The group's gross profit margin has decreased, with reported margins of 13.8% (2023: 14.7%). This is linked to the competitive marketplace for motorbikes. However a strong net profit continues to be generated.

Another key performance indicator for the business is stock turnover days, which have increased by 11 days to a total of 137 (2023: 126). This increase is primarily due to additional stock purchased at the end of 2023 in response to earlier supply disruptions. However, demand has softened this year, largely as a result of poor weather conditions, leading to slower stock movement. As a result, the group has made larger provisions for inventory during the year.

The balance sheet continues to reflect the financial strength of the business, with net assets of £4.44m (2023: £4.15m). The negative retained earnings recorded are only at the consolidated level, with each individual group company recording positive retained earnings. This has occurred following the transfer of reserves to the capital redemption reserve, on redemption of the preference shares in the year.

PRINCIPAL RISKS AND UNCERTAINTIES
Given the nature of the product, demand is heavily influenced by weather conditions an external risk that is beyond the group’s control. The director has responded to this risk effectively by proactively addressing trends and offering discounts on slower-moving stock. While this strategy has had a slight negative impact on the gross profit margin, it has allowed the group to maximise the return on older inventory.

Another key risk facing the business is continued pressure on demand, as industry-wide cost inflation coincides with a reduction in customer disposable income. The group has mitigated this risk by strengthening its market position, building a strong reputation, and ensuring it carries the best selection of bikes in the local area.

The group also maintains strong cash reserves, holds no outstanding debt, and is in a net current asset position, leading the director to assess liquidity risk as low.


SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

GOING CONCERN
The director has, at the time of preparing the financial statements, a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus, they have continued to adopt the going concern basis of accounting in preparing the financial statements.

The group has maintained strong cash reserves and has adequately addressed principal risks as detailed above. As a result, the director is confident that the group could survive a substantial financial impact and is a going concern for well beyond the next 12 months of trading.

ON BEHALF OF THE BOARD:





S Anthony - Director


19 May 2025

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 DECEMBER 2024

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES
The principal activities of the group in the year under review were those of sale, maintenance and repair of motorcycles and related parts and accessories.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTOR
S Anthony held office during the whole of the period from 1 January 2024 to the date of this report.

FINANCIAL INSTRUMENTS
The group's principal financial instruments comprise bank balances, trade creditors, redeemable preference shares and directors loans. The main purpose of each of these instruments is to raise funds for ongoing operations.

Due to the nature of the financial instruments used by the group, there is not considered to be significant exposure to price risk. The approach to managing other risks applicable to the financial instruments concerned is explained below:

Liquidity risk is managed by maintaining a healthy reserve of cash and striking a balance between the various elements of working capital.

The group has fixed interest rates on the loan obtained from the director, and no further outside funding, thus ensuring interest rate risk is managed.

The preference shares had a fixed dividend return, but these were redeemed in full in the year.

DISCLOSURE IN THE STRATEGIC REPORT
Matters regarding the business review, key performance indicators, principal risks and review of going concern are included in the Strategic Report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 DECEMBER 2024


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

ON BEHALF OF THE BOARD:



S Anthony - Director


19 May 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SOUTHTOWN HOLDINGS LIMITED

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

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SOUTHTOWN HOLDINGS LIMITED


Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SOUTHTOWN HOLDINGS LIMITED


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

The extent to which the audit was considered capable of detecting irregularities, including fraud is summarised below:

Objectives
The objectives of our audit in respect of fraud, are;

- to identify and assess the risks of material misstatement of the financial statements due to fraud;
- to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and
- to respond appropriately to instances of fraud or suspected fraud identified during the audit.

However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Audit Approach
Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Consumer Rights Act 2015, Companies Act 2006, FRS 102, and UK taxation legislation.
- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance, as well a review of relevant correspondence and certifications.
- We assessed the risk of material misstatement of the financial statements and how it might occur (including the risk of material misstatement due to fraud), by holding discussions with management and those charged with governance. We used our knowledge of the company and the industry in which it operates to determine if management's explanations were consistent with our own conclusions.
- Based on our understanding developed from the above, we designed specific appropriate audit procedures to identify instances of non-compliance with the key laws and regulations which may result in potential fraud. This included making enquiries of management and those charged with governance, investigating unusual or unexpected relationships or movements in figures disclosed in the accounts and remaining alert for any transactions that appeared to be outside the normal course of business.
- Furthermore, as required by auditing standards, and taking into account our overall knowledge of the control environment, we have performed procedures to address the risks of management override of controls and the risk of fraudulent revenue recognition. Procedures such as a review of journal entries and assessing estimates for management bias have enabled us to conclude in this area.

No instances of fraud, non-compliance or suspected non-compliance with laws and regulations were identified from the above procedures.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control environment relevant to the audit, in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
SOUTHTOWN HOLDINGS LIMITED

- Obtain sufficient appropriate audit evidence regarding the financial information of the company, to express an opinion on the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

In addition, as with any audit, there remains a risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect noncompliance with all laws and regulations.

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

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




Stephanie Williams (Senior Statutory Auditor)
for and on behalf of WP Audit Services LLP
Chartered Accountant & Statutory Auditor
Chancery House
30 St Johns Road
Woking
Surrey
GU21 7SA

21 May 2025

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2024 2024
Continuing Discontinued Total
Notes £    £    £   

TURNOVER 4 10,630,756 - 10,630,756
Cost of sales (9,161,594 ) - (9,161,594 )
GROSS PROFIT 1,469,162 - 1,469,162

Distribution costs (64,698 ) - (64,698 )
Administrative expenses (1,089,959 ) - (1,089,959 )
314,505 - 314,505

Other operating income 66,046 - 66,046


OPERATING PROFIT 7 380,551 - 380,551

Interest receivable and similar income 139,794 - 139,794
Interest payable and similar expenses 9 (111,193 ) - (111,193 )
PROFIT BEFORE TAXATION 409,152 - 409,152
Tax on profit 10 (119,920 ) - (119,920 )
PROFIT FOR THE FINANCIAL YEAR 289,232 - 289,232
Profit attributable to:
Owners of the parent 289,232

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2023 2023 2023
Continuing Discontinued Total
Notes £    £    £   

TURNOVER 4 4,511,026 110,041 4,621,067
Cost of sales (3,967,205 ) (78,914 ) (4,046,119 )
GROSS PROFIT 543,821 31,127 574,948

Distribution costs (37,031 ) (863 ) (37,894 )
Administrative expenses (395,035 ) (39,962 ) (434,997 )
111,755 (9,698 ) 102,057

Other operating income 38,581 283 38,864


OPERATING PROFIT/(LOSS) 7 150,336 (9,415 ) 140,921

Interest receivable and similar income 63,667 - 63,667
Interest payable and similar expenses 9 (39,839 ) (319 ) (40,158 )
PROFIT/(LOSS) BEFORE TAXATION 174,164 (9,734 ) 164,430
Tax on profit/(loss) 10 (25,197 ) (2,434 ) (27,631 )
PROFIT/(LOSS) FOR THE FINANCIAL YEAR 148,967 (12,168 ) 136,799
Profit/(loss) attributable to:
Owners of the parent 136,799

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

Period
31.3.23
Year Ended to
31.12.24 31.12.23
Notes £    £   

PROFIT FOR THE YEAR 289,232 136,799


OTHER COMPREHENSIVE INCOME
Negative goodwill to fair value reserve - 3,012,298
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR THE YEAR,
NET OF INCOME TAX

-

3,012,298
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 289,232 3,149,097

Total comprehensive income attributable to:
Owners of the parent 289,232 3,149,097

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Intangible assets 13 13,635 -
Tangible assets 14 2,392,570 2,441,958
Investments 15 - -
Investment property 16 350,000 350,000
2,756,205 2,791,958

CURRENT ASSETS
Stocks 17 2,957,532 3,162,496
Debtors 18 2,043,639 1,956,405
Cash at bank and in hand 809,997 449,958
5,811,168 5,568,859
CREDITORS
Amounts falling due within one year 19 3,908,754 3,990,240
NET CURRENT ASSETS 1,902,414 1,578,619
TOTAL ASSETS LESS CURRENT LIABILITIES 4,658,619 4,370,577

PROVISIONS FOR LIABILITIES 23 220,213 221,403
NET ASSETS 4,438,406 4,149,174

CAPITAL AND RESERVES
Called up share capital 24 100 100
Share premium 25 999,977 999,977
Capital Redemption Reserve 25 1,500,000 -
Fair value reserve 25 3,012,298 3,012,298
Retained earnings 25 (1,073,969 ) 136,799
SHAREHOLDERS' FUNDS 4,438,406 4,149,174

The financial statements were approved by the director and authorised for issue on 19 May 2025 and were signed by:





S Anthony - Director


SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

COMPANY BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Intangible assets 13 - -
Tangible assets 14 - -
Investments 15 5,024,000 5,024,000
Investment property 16 - -
5,024,000 5,024,000

CURRENT ASSETS
Debtors 18 1,660,116 50,116

CREDITORS
Amounts falling due within one year 19 4,174,573 4,045,706
NET CURRENT LIABILITIES (2,514,457 ) (3,995,590 )
TOTAL ASSETS LESS CURRENT LIABILITIES 2,509,543 1,028,410

CAPITAL AND RESERVES
Called up share capital 24 100 100
Share premium 25 999,977 999,977
Capital Redemption Reserve 25 1,500,000 -
Retained earnings 25 9,466 28,333
SHAREHOLDERS' FUNDS 2,509,543 1,028,410

Company's profit for the financial year 1,481,133 28,333

The financial statements were approved by the director and authorised for issue on 19 May 2025 and were signed by:





S Anthony - Director


SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Share
capital earnings premium
£    £    £   

Changes in equity
Profit for the period - 136,799 -
Other comprehensive income - - -
Total comprehensive income - 136,799 -
Issue of shares 100 - 999,977
Balance at 31 December 2023 100 136,799 999,977

Changes in equity
Profit for the year - 289,232 -
Total comprehensive income - 289,232 -
Preference share redemption - (1,500,000 ) -
Balance at 31 December 2024 100 (1,073,969 ) 999,977
Capital Fair
Redemption value Total
Reserve reserve equity
£    £    £   

Changes in equity
Profit for the period - - 136,799
Other comprehensive income - 3,012,298 3,012,298
Total comprehensive income - 3,012,298 3,149,097
Issue of shares - - 1,000,077
Balance at 31 December 2023 - 3,012,298 4,149,174

Changes in equity
Profit for the year - - 289,232
Total comprehensive income - - 289,232
Preference share redemption 1,500,000 - -
Balance at 31 December 2024 1,500,000 3,012,298 4,438,406

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up Capital
share Retained Share Redemption Total
capital earnings premium Reserve equity
£    £    £    £    £   

Changes in equity
Issue of shares 100 - 999,977 - 1,000,077
Total comprehensive income - 28,333 - - 28,333
Balance at 31 December 2023 100 28,333 999,977 - 1,028,410

Changes in equity
Preference share redemption - (1,500,000 ) - 1,500,000 -
Total comprehensive income - 1,481,133 - - 1,481,133
Balance at 31 December 2024 100 9,466 999,977 1,500,000 2,509,543

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

Period
31.3.23
Year Ended to
31.12.24 31.12.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 623,106 718,563
Interest paid - (18,491 )
Government grants - 9,319
Tax paid (200,820 ) (222,184 )
Net cash from operating activities 422,286 487,207

Cash flows from investing activities
Purchase of intangible fixed assets (13,750 ) -
Purchase of tangible fixed assets (60,074 ) (67,168 )
Sale of tangible fixed assets 7,000 15,000
Cash acquired on group reconstruction - 2,530,476
Loan repayment received - 482,357
Interest received 139,794 63,667
Net cash from investing activities 72,970 3,024,332

Cash flows from financing activities
Amount introduced by directors - 805,231
Amount withdrawn by directors (135,217 ) (1,845,145 )
Redemption of preference shares - (2,000,000 )
Preference share dividends - (21,667 )
Net cash from financing activities (135,217 ) (3,061,581 )

Increase in cash and cash equivalents 360,039 449,958
Cash and cash equivalents at beginning of year 2 449,958 -

Cash and cash equivalents at end of year 2 809,997 449,958

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Period
31.3.23
Year Ended to
31.12.24 31.12.23
£    £   
Profit before taxation 409,152 164,430
Depreciation charges 102,577 49,267
Loss on disposal of fixed assets - 352
Government grants - (9,319 )
Finance costs 111,193 40,158
Finance income (139,794 ) (63,667 )
483,128 181,221
Decrease in stocks 204,964 151,028
(Increase)/decrease in trade and other debtors (87,234 ) 277,854
Increase in trade and other creditors 22,248 108,460
Cash generated from operations 623,106 718,563

2. CASH AND CASH EQUIVALENTS

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

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 809,997 449,958
Period ended 31 December 2023
31.12.23 31.3.23
£    £   
Cash and cash equivalents 449,958 -


3. ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

Other
non-cash
At 1.1.24 Cash flow changes At 31.12.24
£    £    £    £   
Net cash
Cash at bank
and in hand 449,958 360,039 809,997
449,958 360,039 809,997
Debt
Debts falling due
within 1 year (1,500,000 ) - 1,500,000 -
(1,500,000 ) - 1,500,000 -
Total (1,050,042 ) 360,039 1,500,000 809,997

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

4. MAJOR NON-CASH TRANSACTIONS

During the year £1,500,000 of preference shares were redeemed. This was not physically paid out to the shareholder, and instead was credited to the director's loan account.

Similarly, there was interest incurred in the year, and preference share dividends voted, which were not physically paid, and instead were credited to the director's loan account. As a result these transactions have not been shown in the Cash Flow Statement for the year.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

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

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Last year was a short period to bring the year end in line with the rest of the group.

The director believes that the group is a going concern, although there has been a drop in sales and profitability, the group still has strong net current assets and is able to continue to generate cash to meet its liabilities as they fall due.

The director believes that the group is well placed to manage its business risks successfully and accordingly they have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.

Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries.

Subsidiaries, joint ventures and associates are not consolidated if their influence on the group's asset, financial and earnings position is considered to be immaterial, either individually or in total. Assets and liabilities of subsidiaries are shown in the consolidated accounts at their fair value on the date of acquisition.

The excess of the fair value of assets and liabilities acquired, over the cost of the acquisition has been moved out of goodwill and shown within the Fair Value Reserve on the Balance Sheet in the year of acquisition and subsequent accounting periods.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The critical judgements made by management that have a significant effect on the amounts recognised in the financial statements are described below:

(i) Stock provisioning
The group's products are subject to changing industry demands and market trends. As a result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock as well as applying assumptions around the anticipated saleability of stock. A review has been made of last sale dates which gives management a basis for assumptions on if a product will have future sales, if no sale has been made in the last year then a provision of 50% is considered, increasing to 100% on stock with no sales in the last 2 years.

(ii) Manufacturer sales bonus
The group is given certain sale targets to hit from suppliers of key lines of stock. If sale targets are met then the group is awarded a sales bonus. Where the timing of this bonus is not yet received at year end, the group will review sales in the period against targets set to estimate if bonuses will be met. If management consider the bonus to be attainable then a pro-rated bonus is treated as accrued income in the accounts.

(iii) Investment property valuation
As described in the notes to the financial statements, investment properties are stated at fair value based on the valuation of the director. Although this has not been formally valued by a third party, the director used observable market prices adjusted as necessary for any difference in the future plans for or condition of the specific asset. This has been reassessed and due to the stability of the market over the last year, this value has remained consistent.

(iv) Impairment of, and rights to, improvements to property
The directors have assessed the value of the property as a whole and feel that the value attributed to the freehold and improvements is far in excess of their cost value, based on future generatable profits and revenue levels. On this basis they feel no impairment is considered necessary. One of the showrooms is owned fully by the company and the honda showroom and workshop is owned by the directors' pension scheme. However they are entitled to use the property and receive the benefits and obligations associated with the improvements to the property as a result of their continued use of the premises and ongoing repairs and renewals costs incurred.

(v) Lifetime Warranty Provision
The group offers a lifetime warranty on all new bike purchases. The director therefore provides for an estimate of the potential costs arising from this for each bike sold. The uncertainty is surrounding the level of claims that will be realised in the lifecycle of each bike. The director compares the provision made to historic data of claims make to ensure this estimate is reasonable and will add a certain percentage to the provision each month for each bike. This provison is then written off after 5 years, as this is the estimated life of a new bike, with most customers selling their bikes after 5 years and replacing it with a new one. The warranty does not pass on to the new owner.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Turnover
The turnover shown in the Profit and Loss Account represents goods and services invoiced during the year, net of sales discounts and exclusive of Value Added Tax. Bike sales revenue is recognised when the bike is delivered to, or collected by, the customer. Parts and accessory sales revenue is recognised on dispatch to the customer. Servicing and bikes revenue is recognised once the service is completed. Income from the Café is recognised on the day in which the order is placed and delivered.

Other revenue, including rent receivable and income from solar panels, is recognised in the period to which it relates.

Goodwill
Goodwill arising is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets and liabilities recognised. Goodwill is reviewed for impairment annually with any change in fair value taken to the profit or loss under administrative expenses on the Statement of Comprehensive Income.

In 2023, negative goodwill arose following a business aquisition as a result of a share for share exchange. This was subsequently been moved into a fair value reserve, in order to show a true and fair view.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of ten years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Freehold property - 2% on cost, contained within freehold property is £280k attributed to land, this is not depreciated
Improvements to property - 10% on cost
Fixtures and fittings - 10% on cost, 25% on cost, 50% on cost, 15 years straight line, 25 years straight line
Motor vehicles - 25% on cost, see below

Contained within motor vehicles are investment bikes, these are held at a residual value of £287.2k (2023: £287.2k) as the assets are expected to appreciate over time. These values are set on an individual basis. No further depreciation is charged.

Tangible fixed assets are stated at costs less accumulated depreciation and accumulated impairment losses.

Impairment of Assets
At each reporting date fixed assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If the estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss if recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the assets in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Debtors
Short term debtors are measured at transaction price, less any impairment.

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

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

The carrying value is reviewed annually for impairment, considering the ongoing future cash flows that can be generated from the subsidiary's operations.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

Investment property is initially recognised at cost and then subsequently revalued to an appropriate market rate annually by the directors Revaluations are recognised through the profit and loss account however profits only become distributable when the value is realised through sale. Where changes in value result in a carrying value lower than cost, historic revaluations are reversed and the original cost is impaired through the profit and loss, reducing distributable profits.

The investment property is a leasehold property and has 40 years remaining on the lease.

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

Taxation
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the tax rates and laws that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date, except as otherwise indicated.

Deferred tax assets are only 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. If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.

Deferred tax is calculated using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

The tax expense (income) is presented either in profit or loss, other comprehensive income or equity depending on the transaction that resulted in the tax expense (income).

Hire purchase and leasing commitments
At inception the group assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is a finance lease or an operating lease based on the substances of the arrangement.

Finance leases
Leases of assets that transfer substantially all the risks and rewards of ownership to the group are classified as finance leases.

Assets held under finance leases are recognized initially at the fair value of the leased asset (or, if lower, the present value of minimum lease payments) at the inception of the lease. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation using the effective interest method so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are deducted in measuring profit or loss.

Assets held under finance leases are included in tangible fixed assets and depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.

Operating leases
Leases that do no transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the profit and loss account on a straight-line basis over the period of the lease.

Pension costs and other post-retirement benefits
Short- term employee benefits and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Provisions for liabilities
Provisions are recognised when the group has a present (legal or constructive) obligation as a result of a past event; it is probable that an outflow of resources will be required to settle the obligation; and the amount of the obligation can be estimated reliably.

The amount recognised as a provision is the best estimate of the consideration required to settle the present recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation.

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value using a pre-tax discount rate. The unwinding of the discount is recognised as a finance costs in profit or loss in the period it arises.

The group recognises a provision for annual leave accrued by employees for services rendered in the current period, and which employees are entitled to carry forward and use within the next 12 months, measured at the salary costs payable for the period of absence.

The group offers a lifetime warranty on all new bikes purchases and therefore provides for expected cost of this per bike at purchase.This is then written off after 5 years as this is the expected life cycle of the bike.

Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, including short term deposits. The group routinely utilise short term bank overdraft facilities, which are repayable on demand, as an integral part of their cash management policy.

Therefore, cash and cash equivalents are cash and deposits, less bank overdrafts. Offset arrangements across the group businesses have been applied to arrive at the net cash and overdraft figures shown in the group accounts and cash flow statement.

Manufacturer bonuses
Manufacturer bonuses are earned on meeting of certain criteria. Upon meeting the agreed criteria, the estimated bonus receivable is recognised as accrued income, and is credited to cost of sales to offset against the purchase costs.

Grant income
Income received in relation to grants are classified either as relating to revenue or to assets.

Grants relating to revenue are recognised in other income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate. Where a timing difference arises, the income is held on the balance sheet. When received in arrears the expected income is recognises as a debtor so long as the relevant conditions have been satisfied. When received in advance of costs, the income is held as deferred income and systematically released to the profit and loss in the periods the cost is incurred.

Grants relating to assets are recognised initially as deferred income and released to other income on a systematic basis over the expected useful life of the asset.

Redeemable preference shares
Preference shares are shown within creditors, rather than being reported as equity,

Last year the shares were recorded as due within one year, based on the expectation of redemption. This was always at the discretion of the shareholder, and therefore there were no set terms of redemption. The preference shares have been fully redeemed in the year.

Dividends payable on preference shares are treated as finance costs and not as an equity transaction.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

4. TURNOVER

The turnover and profit before taxation are attributable to the principal activities of the group.

The analysis of the company's continuing revenue for the year from continuing operations is as follows:

2024 2023
£    £   
Sales of goods 9,842,718 4,162,712
Rendering of services 788,038 348,314
10,630,756 4,511,026

5. EMPLOYEES AND DIRECTORS

2024 2023
£    £   
Wages and salaries 1,423,391 662,456
Social security costs 133,422 60,726
Other pension costs 128,576 14,090
Total 1,685,389 737,272

6. DIRECTORS' EMOLUMENTS

Directors remuneration, including pension contributions made to the money purchase scheme, totals £109,544 for the year ended 31 December 2024 (2023: £25,000).

In the year to 31 December 2024, the highest paid director received emoluments of £60,004 (2023: £25,000) and defined pension contributions of £49,540 (2023: £Nil).

No additional benefits in kind have been provided to the directors.

One director (2023: 1) is receiving employers pension contributions under a money purchase pension scheme.

7. OPERATING PROFIT

The operating profit is stated after charging:

Period
31.3.23
Year Ended to
31.12.24 31.12.23
£    £   
Hire of plant and machinery 6,300 2,269
Other operating leases 43,000 21,500
Depreciation - owned assets 102,462 49,267
Loss on disposal of fixed assets - 352
Computer software amortisation 115 -

8. AUDITORS' REMUNERATION
Period
31.3.23
Year Ended to
31.12.24 31.12.23
£    £   
Fees payable to the company's auditors for the audit of the company's financial
statements

16,335

7,241
Auditors' remuneration for non audit work 11,850 4,552

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

9. INTEREST PAYABLE AND SIMILAR EXPENSES
Period
31.3.23
Year Ended to
31.12.24 31.12.23
£    £   
Interest payable 86,193 18,491
Preference dividend 25,000 21,667
111,193 40,158

10. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
Period
31.3.23
Year Ended to
31.12.24 31.12.23
£    £   
Current tax:
UK corporation tax 120,900 51,631
Over/under provision of tax 20 -
Total current tax 120,920 51,631

Deferred tax (1,000 ) (24,000 )
Tax on profit 119,920 27,631

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

Period
31.3.23
Year Ended to
31.12.24 31.12.23
£    £   
Profit before tax 409,152 164,430
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 -
25 %)

102,288

41,108

Effects of:
Expenses not deductible for tax purposes 763 10,575
Capital allowances in excess of depreciation - (52 )
Depreciation in excess of capital allowances 11,619 -
Movement in deferred tax provision (1,000 ) (24,000 )
Preference share dividends 6,250 -
Total tax charge 119,920 27,631

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2024.


SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

10. TAXATION - continued
31.3.23 to 31.12.23
Gross Tax Net
£    £    £   
Negative goodwill to fair value reserve 3,012,298 - 3,012,298

11. INDIVIDUAL INCOME STATEMENT

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


12. DISCONTINUED OPERATIONS

During the prior year, Bridge Motorcycles Limited relinquished the Yamaha franchise. All Yamaha stock was returned to the manufacturer and the group was refunded for this stock by Yamaha.

All assets related to the franchise were sold at book value as recorded in the accounts, and therefore there was no profit or loss on disposal of operations generated.

All items within the profit and loss account relating to the Yamaha franchise have been disclosed as discontinued operations in the comparative period.

13. INTANGIBLE FIXED ASSETS

Group
Computer
software
£   
COST
Additions 13,750
At 31 December 2024 13,750
AMORTISATION
Amortisation for year 115
At 31 December 2024 115
NET BOOK VALUE
At 31 December 2024 13,635

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

14. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
Freehold to and Motor
property property fittings vehicles Totals
£    £    £    £    £   
COST
At 1 January 2024 1,800,000 90,866 276,851 323,508 2,491,225
Additions - - 60,074 - 60,074
Disposals - - (1,081 ) (7,000 ) (8,081 )
At 31 December 2024 1,800,000 90,866 335,844 316,508 2,543,218
DEPRECIATION
At 1 January 2024 11,977 6,473 25,508 5,309 49,267
Charge for year 23,960 12,673 55,213 10,616 102,462
Eliminated on disposal - - (1,081 ) - (1,081 )
At 31 December 2024 35,937 19,146 79,640 15,925 150,648
NET BOOK VALUE
At 31 December 2024 1,764,063 71,720 256,204 300,583 2,392,570
At 31 December 2023 1,788,023 84,393 251,343 318,199 2,441,958

15. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 5,024,000
NET BOOK VALUE
At 31 December 2024 5,024,000
At 31 December 2023 5,024,000

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Bridge Motorcycles Limited
Registered office: Alphin Brook Road, Marsh Barton Trading Est, Exeter, Devon, EX2 8RG
Nature of business: Motor Retail
%
Class of shares: holding
Ordinary 100.00

The shares in this company are held indirectly via the 100% shareholding in Southtown Investment Company Limited.

Southtown Investment Company Limited
Registered office: Alphin Brook Road, Marsh Barton Trading Est, Exeter, Devon, EX2 8RG
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00


SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

15. FIXED ASSET INVESTMENTS - continued


During the prior year, on 13th July 2023, a share for share exchange took place, whereby the shares in Southtown Investment Company Limited were acquired by Southtown Holdings Limited, in exchange for a combination of cash consideration, ordinary equity shares, and preference shares in Southtown Holdings Limited.

16. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2024
and 31 December 2024 350,000
NET BOOK VALUE
At 31 December 2024 350,000
At 31 December 2023 350,000

The director has conducted an annual review of the carrying value of the investment property and believes this to be reflective of the property's open market value.

17. STOCKS

Group
2024 2023
£    £   
Stocks 2,957,532 3,162,496

18. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 13,081 41,379 - -
Amounts owed by group undertakings - - 1,660,040 50,040
Other debtors 1,911,711 1,774,691 76 76
Prepayments and accrued income 118,847 140,335 - -
2,043,639 1,956,405 1,660,116 50,116

19. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Preference shares (see note 20) - 1,500,000 - 1,500,000
Trade creditors 1,348,266 1,227,996 - -
Amounts owed to group undertakings - - 1,898,127 1,740,435
Tax 120,900 200,800 - -
Social security and other taxes 1,018 32,099 - -
VAT 60,748 65,169 - -
Other creditors 33,098 1,540 12,627 40
Directors' current accounts 2,263,819 805,231 2,263,819 805,231
Accruals and deferred income 80,905 157,405 - -
3,908,754 3,990,240 4,174,573 4,045,706

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

20. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Preference shares - 1,500,000 - 1,500,000

Details of shares shown as liabilities are as follows:

On 13 July 2023, preference shares totalling £3.5m were issued at a nominal value of £1, later on 30 September 2023, a total of £2m of these were redeemed.

During the current year, on 29 October 2024, the remaining outstanding preference shares totalling £1,500,000 were redeemed in full. This was executed by crediting the balance to the Director's current account.

The preference dividend rate was at 2% per annum. Dividends were voted for the period up to redemption.

21. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 44,552 45,143
Between one and five years 21,577 66,129
66,129 111,272

The amount paid in the year under leasing arrangements (excluding the premises rental) is shown in Note 7 as the aggregate of hire of plant and machinery. There is a formal lease in place for the rent of the premises, which is included in other operating leases in Note 7.

22. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Trade creditors 1,060,262 1,046,225

The above debt within trade creditors is secured against stock from the suppliers to which it relates.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

23. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 156,000 157,000

Other provisions 64,213 64,403

Aggregate amounts 220,213 221,403

Group
Deferred Other
tax provisions
£    £   
Balance at 1 January 2024 157,000 64,403
Provided during year (1,000 ) -
Utilised during year - (190 )
Balance at 31 December 2024 156,000 64,213

24. CALLED UP SHARE CAPITAL

Allotted, issues and fully paid:


Number

Class
Nominal Value
per share

£
20 Ordinary 1 20
2 A Ordinary 1 2
2 B Ordinary 1 2
76 C Ordinary 1 76
100


The following fully paid shares were allotted in 2023 at a premium as shown below:

19 Ordinary shares of 1 each at £43,477.26 per share
2 A Ordinary shares of 1 each at £43,477.26 per share
2 B Ordinary shares of 1 each at £43,477.26 per share

Share rights
Ordinary: Full voting, full equity, dividend rights, non-redeemable.
Ordinary A-C: Full voting, full equity, dividend rights, non-redeemable.

25. RESERVES

Group
Capital Fair
Retained Share Redemption value
earnings premium Reserve reserve Totals
£    £    £    £    £   

At 1 January 2024 136,799 999,977 - 3,012,298 4,149,074
Profit for the year 289,232 289,232
Preference share redemption (1,500,000 ) - 1,500,000 - -
At 31 December 2024 (1,073,969 ) 999,977 1,500,000 3,012,298 4,438,306

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

25. RESERVES - continued

Company
Capital
Retained Share Redemption
earnings premium Reserve Totals
£    £    £    £   

At 1 January 2024 28,333 999,977 - 1,028,310
Profit for the year 1,481,133 1,481,133
Preference share redemption (1,500,000 ) - 1,500,000 -
At 31 December 2024 9,466 999,977 1,500,000 2,509,443

The fair value reserve arose due to the negative goodwill arising on consolidation . In order to give a true and fair view, this negative goodwill was released to a fair value reserve within equity, rather than sitting as a negative asset on the balance sheet. This is considered appropriate as the substantive of the transaction is that this is related to equity, it is not an asset or a liability.

At the consolidated level, the group has recorded negative retained earnings, as a result of the redemption of preference shares, which has lead to reserves being transferred from retained earnings to the capital redemption reserve. However each individual company within the group records a positive retained earnings figure.

26. RELATED PARTY DISCLOSURES

Key Management Personnel Remuneration

In the trading subsidiary's accounts to 31 December 2024, key management (directors of the subsidiary) received remuneration totalling £230,345 (2023: 220,000), with employers pension contributions made of £52,150 (2023: £2,550).

Entities with control, joint control or significant influence over the entity
2024 2023
£    £   
Rendering of services 6,786 3,173
Services recharged 1,476 1,397

An entity under joint control provides warranty cover to some of the company's customers. All transactions were paid up in full at the period end.

Entities over which the entity has control, joint control or significant influence
2024 2023
£    £   
At start of the period 1,425 -
Acquired on group reconstruction - 182,357
Services recharged - 1,425
Repaid (1,425 ) (188,643 )
Interest transactions - 6,286
At end of the period - 1,425

Included within the balance acquired on group reconstruction is a loan to a connected company. There were set repayments terms agreed on this loan, however this was repaid early, before the year end. An interest rate of 7% was applied.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

26. RELATED PARTY DISCLOSURES - continued

Loans from related parties - directors
2024 2023
£    £   
At start of period 805,231 -
Acquired on group reconstruction - 425,943
Advanced 1,525,000 521,667
Repaid (135,217 ) (158,210 )
Interest transactions 68,805 15,831
At end of period 2,263,819 805,231

There are no set repayment terms and interest of Base Rate + 6.5% is being charged on the loan.

Loans to related parties - other related parties
2024 2023
£    £   
At start of the period 1,059,121 -
Acquired on group reconstruction - 1,359,121
Repaid - (340,524 )
Interest transactions 74,138 40,524
At end of the period 1,133,259 1,059,121

The loan is provided to a company in which a director holds a 33% shareholding. An interest rate of 7% was applied and there are no set repayment terms.

Other transactions with related parties

Lease charges of £43,000 (2023: 21,500) net of VAT were incurred by a Small Self Administered Pension Scheme of which a director of the company is a trustee and beneficiary. Rent is payable by the company to the scheme in respect of properties owned by the scheme, with a formal lease in place. Insurance costs of £1,699 (2023: £901) (gross) were also recharged from the scheme. All charges were fully paid up at the year end.

There were also ad-hoc plumbing services provided by a close family member of a director resulting in charges of Nil (2023: £1,002).

27. ULTIMATE CONTROLLING PARTY

Due to the overall shareholdings of the parent company, there is not considered to be any one ultimate controlling party.