| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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 |
| 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: |
| 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. |
| for and on behalf of |
| Chartered Accountant & Statutory Auditor |
| Chancery House |
| 30 St Johns Road |
| Woking |
| Surrey |
| GU21 7SA |
| 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 |
| 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 | ( |
) |
| 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 |
| Investment property | 16 |
| CURRENT ASSETS |
| Debtors | 18 |
| CREDITORS |
| Amounts falling due within one year | 19 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 24 |
| Share premium | 25 |
| Capital Redemption Reserve | 25 |
| Retained earnings | 25 |
| SHAREHOLDERS' FUNDS |
| 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 |
| 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 | - | - |
| Balance at 31 December 2023 |
| Changes in equity |
| Preference share redemption | - | (1,500,000 | ) | - | 1,500,000 | - |
| Total comprehensive income | - | - |
| Balance at 31 December 2024 |
| 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 |
| 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. |
| 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 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Registered office: Alphin Brook Road, Marsh Barton Trading Est, Exeter, Devon, EX2 8RG |
| Nature of business: |
| % |
| Class of shares: | holding |
| The shares in this company are held indirectly via the 100% shareholding in Southtown Investment Company Limited. |
| Registered office: Alphin Brook Road, Marsh Barton Trading Est, Exeter, Devon, EX2 8RG |
| Nature of business: |
| % |
| Class of shares: | holding |
| 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 | - | - |
| Other debtors | 1,911,711 | 1,774,691 |
| Prepayments and accrued income | 118,847 | 140,335 |
| 2,043,639 | 1,956,405 |
| 19. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Preference shares (see note 20) | - | 1,500,000 |
| Trade creditors | 1,348,266 | 1,227,996 |
| Amounts owed to group undertakings | - | - |
| 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 |
| 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 |
| 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 | 1,028,310 |
| Profit for the year |
| Preference share redemption | (1,500,000 | ) | - | 1,500,000 | - |
| At 31 December 2024 | 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. |