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Registered number: 04328069









SOUTHCO MANUFACTURING LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
SOUTHCO MANUFACTURING LIMITED
 
 
COMPANY INFORMATION


Directors
Philip Kempson 
Rosalind Spinage 
Daniel Bush 




Registered number
04328069



Registered office
Touchpoint
Wainwright Road

Worcester

WR4 9FA




Independent auditors
Grant Thornton UK LLP

17th Floor, 103 Colmore Row

Birmingham

B3 3AG




Bankers
Bank of America
2 King Edward Street

London

EC1A 1HQ





 
SOUTHCO MANUFACTURING LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 6
Independent Auditors' Report
7 - 10
Statement of Comprehensive Income
11
Statement of Financial Position
12
Statement of Changes in Equity
13 - 14
Notes to the Financial Statements
15 - 40


 
SOUTHCO MANUFACTURING LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their strategic report for the year ended 31 December 2024.

Business review
 
The Company is a wholly owned subsidiary of Touchpoint Inc. which is incorporated in the United States of America, and operates as part of the group's European division.
The Company's principal activities are the manufacturing, sale and distribution of access hardware equipment predominantly in the European marketplace. The Company has one branch that operates outside of the UK, situated in the Czech Republic.
The Directors are not aware, at the date of this report, of any likely major changes to the Company's activities in the next year.
The Statement of financial position in these financial statements shows the Company's financial position at the year
ended 31 December 2024. 

Principal risks and uncertainties
 
Business risk
Competitive pressure throughout Europe is an ongoing risk for the Company, which could result in it losing sales
to its key competitors. The Company manages this risk by providing value added products and services to its
customers taking full advantage of its global footprint and ability to address the needs of customers anywhere in
the world. The Company continues to maintain strong relationships with its customers and positions itself as the
innovation partner of choice.
While the company is not immune to the cost increases and inflationary pressures seen globally, the company has a solid customer base and is well positioned to absorb cost pressures and mitigate these where possible. The company also benefits from being part of a global group, and plays an important strategic part within that group. The company continues to display solid performance against company objectives in the first half of 2025.
Foreign currency risk
The vast majority of sales are made in Euros and operating costs are denominated in Sterling. Strategic currency trades are performed at a group level and the strategy is therefore to achieve an overall balance in buying and selling currencies across the group.
Credit risk
The Company’s principal financial assets are cash, trade and other debtors, and investments.
The Company’s credit risk is primarily attributable to its trade debtors. The amounts presented in the statement
of financial position are net of allowances for doubtful debtors.
The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned
by international credit-rating agencies.
The Company has no significant concentration of credit risk, with exposure spread over a large number of
counterparties and customers.
Liquidity risk
In order to maintain liquidity to ensure sufficient funds are available for ongoing operations and future
developments, the Company balances the long term external debt with short term borrowings from the ultimate
parent undertaking, Touchpoint Inc.
At 31 December 2024, the Company’s trade creditors represented 18 days (2023: 20 days) of purchases for the
year. The Company manages this risk by ensuring cash is collected daily and purchases are paid weekly.
 

Page 1

 
SOUTHCO MANUFACTURING LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial key performance indicators
 

The following key performance indicators are presented for the full year:



2024
2023

Gross Profit Margin
31%
36%

Operating Profit Margin
-9%
1%

Debtor Days
37
42

Creditor Days
18
20

Return on Total Assets
(8)%
0.6%

Section 172(1) Statement
 

The Directors have acted in the way that they considered, in good faith, would be most likely to promote the success of the Company for the benefit of its member as a whole and this section forms our Section 172 disclosure, describing how, in doing so, the Directors considered the matters set out in section 172(1)(a) to (f) of the Companies Act 2006. The Directors also took into account the views and interests of a wider set of stakeholders, including customers, suppliers, employees and Regulators.
  
The Directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Company for the benefit of its member as a whole, and in doing so had regard, amongst other matters, to: 
• the likely consequences of any decision in the long term; 
• the need to foster the Company’s business relationships with suppliers, customers and others; 
• the impact of the Company’s operations on the community and the environment; 
• the impact of the Company’s operations on the Company’s employees;
• the desirability of the Company maintaining a reputation for high standards of business conduct.
In addition, the Company exists within the wider TouchPoint Inc. Group and relationships with other Group companies including the Company’s shareholder, Southco International Inc. are key to the Company’s success.
 


This report was approved by the board on 29 July 2025 and signed on its behalf.



Rosalind Spinage
Director

Page 2

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Directors' responsibilities statement

The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

Qualifying third party indemnity provisions

For the full period and up to the date of the directors’ report being approved, a qualifying third party indemnity provision was in force during the financial year for the benefit of one or more of the directors of the company in accordance with the provisions of the Companies Act of 2006.

Principal activity

The Company’s principal activities are the manufacturing, sale and distribution of access hardware equipment predominantly in the European marketplace.

Going Concern

Following a review of forecasts, statement of comprehensive income and statement of financial position, the board is satisfied the Company has considerable financial resources together with contracts with a number of customers across Europe in many varied industries.

In addition to this the Company has access to a group revolving credit facility managed by the parent company, TouchPoint Inc. In August 2022, the parent company amended and restated the credit facility to increase it to $400 million and extend its expiration date to August 2027. A guarantee from Touchpoint Inc is obtained to cover any shortfall in Southco's cash position in the succeeding months to December 2025.

As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully.
 

Page 3

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Future Development

The directors anticipate the business environment will remain competitive. They believe that the company is in a good financial position and that the risks that have been identified are being well managed. With careful focus on existing markets and customers and development of new products, the directors are confident in the company's ability to maintain and build on this position. As in 2024, the company continues to be committed to research and development of new markets and product lines where this fits with strategic goals.

Results and dividends

The loss for the year, after taxation, amounted to £6,661,000 (2023 - profit £550,000)

A dividend of £5,878,299 was paid in the year (2023 £Nil).

Directors

The Directors who served during the year and up to the date of this report were:

Philip Kempson 
Rosalind Spinage
Daniel Bush
Isobel Gillott (resigned 1 August 2024)
 


Employment policy

The Company is committed to eliminating discrimination amongst our workforce with the objective to create a working environment in which all individuals are able to make the best use of their skills, free from discrimination or harassment, where there is no unlawful discrimination and all decisions are based on merit. This also applies to applications for employment, and the Company is committed to giving full and fair consideration to opportunities for employment from disabled candidates. Equally, the Company is committed to training, career development and promotion of all individuals, and to make reasonable adjustments to accommodate those who are disabled or suffer some form of disablement while employed by the Company.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company's greenhouse gas emissions and energy consumption for the year are 564 tCO2e and 2,812 MWh (2023: 634 tCO2e and 2,983 MWh)  
Annual MWh per Average No. of FTE Employees  -- 10.34 MWh 
(2023: 10.68 MWh)
Annual tCO2e per Average No. of FTE Employees -- 2.07 tCO2e (2023: 2.26 tCO2e)

Energy consumption figures have been taken from suppliers' invoices based on actual consumption. Greenhouse gas emissions are based on actual fuel and energy consumption converted into carbon dioxide equivalents using the 2020  "UK Government Greenhouse Gas Conversion Factors for Company Reporting".

The company continues to explore energy efficiency improvement areas, including sourcing energy efficient replacement equipment where suitable. Additionally, reusable and/or recyclable packaging materials are used by the company and requested from suppliers.


Page 4

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Employee engagement statement

Employees of the Company are key assets of the business. As a Company our policy is to demonstrate that all
employees, regardless of role, seniority or where they are located, feel an integral and valued
part of our business. Employee satisfaction and involvement underpins the success of the business.
We set high standards and our employees are expected to work to the best of their ability. This is reciprocated
and reflected in the competitive salaries and benefits packages we aim to offer our staff. The
Company also places particular emphasis on equal pay for equal jobs and strictly adheres to the UK Modern
Slavery Act.
Salaries and benefits are only part of the broader staff engagement factors. We also have a number of
employee health and welfare programmes which target both physical and mental wellbeing. Our workplaces
are designed to be safe and secure and our facilities and health and safety teams support this target. 
The Company has always recognised that staff development and learning is an integral part of the organisation’s
strategic planning, equipping all staff with the knowledge and skills to perform their individual jobs
effectively and in doing so ensure that the Company meets its strategic objectives.
Feedback from employees is regularly obtained on through normal reporting channels, including escalation up to senior managers or directors where appropriate, with actions undertaken as needed.
The Company is an equal opportunities employer and operates a zero tolerance non-discrimination policy. This
is reflected in our recruitment and selection processes, and continues throughout the employee’s career with
opportunities for training, further development and progression provided based entirely on individuals’ skills
and abilities, with adjustments made to accommodate disabilities. A major part of the Company success has
been based on the ability to identify, develop and promote talent from within the organisation.
The Company places considerable value on the involvement of its employees and has continued to keep them
informed, via detailed HR communications and departmental management meetings, on matters affecting
them as employees, and on the various factors affecting the performance of the Company. All communications encourage employees to both raise questions and put suggestions to Directors and senior management.

Matters covered in the strategic report

Business review, principal risks and uncertainties facing the Company and key performance indicators have been included on Page 2 of the strategic report.

Disclosure of information to auditors

The Directors confirm that: 
 
so far as each director is aware, there is no relevant audit information of which the company’s auditor is unaware; and

the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company’s auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsGrant Thornton UK LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

This report was approved by the board on 29 July 2025 and signed on its behalf.
 





Rosalind Spinage
Director

Page 6

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOUTHCO MANUFACTURING LIMITED
 


Opinion

We have audited the financial statements of Southco Manufacturing Limited (the 'company') for the year ended 31 December 2024, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and 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 company's affairs as at 31 December 2024 and of its loss for the year then ended;
the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements 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 ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our 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

We are responsible for concluding 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 report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

In our evaluation of the directors’ conclusions, we considered the inherent risks associated with the company's business model including effects arising from macro-economic uncertainties such as the cost of living crisis, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the company's financial resources or ability to continue operations over the going concern period.

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

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


Page 7

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOUTHCO MANUFACTURING LIMITED
 

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

Other information

The other information comprises the information included in the annual report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is 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 strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.

Matter on which we are required to report under the Companies Act 2006

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

Matters on which we are required to report by exception

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Page 8

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOUTHCO MANUFACTURING LIMITED
 


Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: 
We identified UK-adopted international accounting standards, FRS102, Companies Act 2006, Tax legislation, Employment Law, Health and Safety Act, Data Protection Act, Modern Slavery Act, Streamlined Energy and Carbon Reporting (SECR), UK Bribery Act and General Data Protection Regulation, as laws and regulations being significant in the context of the entity;
We obtained an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework through researching relevant laws and regulations within the industry in which the company operates in as well as the overarching company laws within their competitive environments;
We inquired with management to confirm whether there are any instances of non-compliance with laws and regulations. In addition to this, testing over a sample of legal and professional costs was completed to check that there were no indicators of potential additional liabilities.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur and the risk of management override of controls. Audit procedures performed by the engagement team included:
°Identifying and assessing the design and implementation of controls management has in place to prevent and detect fraud. 
°Identifying and testing journal entries, in particular journals with specific risk criteria.
°Completion of audit procedures to conclude on the compliance of disclosures in the annual report and financial statements with a applicable financial reporting requirements.
°Assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it; 
The engagement partner’s assessment of the appropriateness of the collective competence and capabilities of the engagement team included consideration of the engagement team’s work:
°understanding of, and practical experience with, audit engagements of a similar nature and complexity, through appropriate training and participation. 
°knowledge of the industry in which the client operates.

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 auditor’s report.

Page 9

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SOUTHCO MANUFACTURING LIMITED
 

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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.







Sreekanth Gaddamanugu 
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Birmingham




29 July 2025
Page 10

 
SOUTHCO MANUFACTURING LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
95,698
106,767

Cost of sales
  
(65,899)
(68,259)

Gross profit
  
29,799
38,508

Administrative expenses
  
(38,405)
(37,782)

Other operating income
 5 
57
282

Operating (loss)/profit
 6 
(8,549)
1,008

Income from fixed assets investments
  
912
1,391

Interest receivable and similar income
 11 
3,573
3,428

Interest payable and similar expenses
 12 
(4,007)
(4,484)

(Loss)/profit before tax
  
(8,071)
1,343

Tax on (loss)/profit
 13 
1,410
(793)

(Loss)/profit for the financial year
  
(6,661)
550

Other comprehensive income for the year
  

Actuarial gains/(losses) on defined benefit pension scheme
  
1,492
(1,614)

Movement of deferred tax relating to pension surplus
  
(373)
404

Other comprehensive income/(loss) for the year
  
1,119
(1,210)

  

Total comprehensive loss for the year
  
(5,542)
(660)

The notes on pages 15 to 40 form part of these financial statements. All amounts relate to continuing activities.

Page 11

 
SOUTHCO MANUFACTURING LIMITED
REGISTERED NUMBER: 04328069

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 15 
1,382
2,086

Tangible assets
 16 
5,227
4,650

Investments
 17 
30,151
30,151

  
36,760
36,887

Current assets
  

Stocks
 18 
4,816
5,675

Debtors: amounts falling due after more than one year
 19 
3,030
1,188

Debtors: amounts falling due within one year
 19 
69,475
108,221

Cash at bank and in hand
 20 
822
274

  
78,143
115,358

Creditors: amounts falling due within one year
 21 
(18,396)
(27,450)

Net current assets
  
 
 
59,747
 
 
87,908

Total assets less current liabilities
  
96,507
124,795

Creditors: amounts falling due after more than one year
 22 
(17,003)
(26,690)

  

Pension asset/(liability)
 30 
2,029
(5,152)

Net assets
  
81,533
92,953


Capital and reserves
  

Called up share capital 
 26 
15,000
15,000

Profit and loss account
 27 
66,533
77,953

  
81,533
92,953


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 July 2025.




Rosalind Spinage
Director

The notes on pages 15 to 40 form part of these financial statements.

Page 12

 
SOUTHCO MANUFACTURING LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 1 January 2024
15,000
77,953
92,953


Comprehensive income for the year

Loss for the year

-
(6,661)
(6,661)

Actuarial gains on pension scheme
-
1,492
1,492

Deferred tax movements
-
(373)
(373)


Other comprehensive income for the year
-
1,119
1,119


Total comprehensive income for the year
-
(5,542)
(5,542)

Dividends: Equity capital
-
(5,878)
(5,878)


At 31 December 2024
15,000
66,533
81,533


The notes on pages 15 to 40 form part of these financial statements.

Page 13

 
SOUTHCO MANUFACTURING LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 1 January 2023
15,000
78,613
93,613


Comprehensive income for the year

Profit for the year

-
550
550

Actuarial losses on pension scheme
-
(1,614)
(1,614)

Deferred tax movements
-
404
404


Other comprehensive income for the year
-
(1,210)
(1,210)


Total comprehensive income for the year
-
(660)
(660)


At 31 December 2023
15,000
77,953
92,953


The notes on pages 15 to 40 form part of these financial statements.

Page 14

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Southco Manufacturing Limited is a private company limited by shares and incorporated in England and
Wales. Its registered office is located at Touchpoint, Wainwright Road, Worcester, WR4 9FA.
The principal activity is the manufacturing, sale and distribution of access hardware equipment
predominantly in the European marketplace.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006..

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

The following principal accounting policies have been applied:

 
2.2

Going concern

After making enquiries, including the review of forecasts, statement of comprehensive income and statement of financial position, the board is satisfied the Company has considerable financial
resources together with contracts with a number of customers across Europe in many varied
industries. These forecasts extend to December 2026, and have considered reasonable deteriorations in revenue, as well as unexpected cost increases.
In addition to this the Company has access to a group revolving credit facility managed by the parent company, TouchPoint Inc. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully. In August 2022, the parent company amended and restated the credit facility to increase it to $400M and extend its expiration date to August 2027. A guarantee from Touchpoint Inc is obtained to cover any shortfall in Southco's cash position to December 2026. As of 31 December 2024, the Company was in compliance with all related financial covenants. As per company forecasts at date of signing, it is expected that all covenants will be complied with to December 2026.
The Directors have a reasonable expectation that the Company has adequate resources to continue
in operational existence for the foreseeable future. Accordingly, they continue to adopt the going
concern basis in preparing the annual report and accounts.

Page 15

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.3

Exemptions for qualifying entities under FRS 102

The company has taken advantage of the FRS 102 disclosure exemptions available to qualifying entities. On this basis, the company has taken advantage of the exemption, under paragraph 1.12(b), from preparing a statement of cash flows, on the basis that it is a qualifying entity and its ultimate parent company, TouchPoint Inc, includes the company’s cash flows in its consolidated financial statements 
The company is a wholly owned subsidiary of Touchpoint Inc. It is included in the consolidated financial statements of Touchpoint Inc, which are publicly available. The company is exempt by virtue of section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements. The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is TouchPoint Inc. The registered address of the ultimate parent undertaking is 2595 Interstate Dr., Ste. 103. Harrisburg, PA, 17110.

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating income'.

Page 16

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Revenue

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

Sale of goods

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

Revenue for sale of goods is recognised upon shipment, product being ready for delivery, or on delivery of the product to the customer, based on specific contract terms.

Tooling services policy

Revenue from tooling services is recognised when the molds are ready for use in the manufacturing process and are approved by the customer. 


 
2.6

Operating leases: the Company as lessee

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

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

 
2.7

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

  
2.8

Other income

Other income is recognised in the Statement of Comprehensive Income in the year in which it is accrued.

Page 17

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Finance costs

Finance costs are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.

Page 18

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

Defined benefit pension plan

The Company operates a defined benefit plan for certain employees. A defined benefit plan defines the pension benefit that the employee will receive on retirement, usually dependent upon several factors including but not limited to age, length of service and remuneration. A defined benefit plan is a pension plan that is not a defined contribution plan.

The liability recognised in the Statement of Financial Position in respect of the defined benefit plan is the present value of the defined benefit obligation at the end of the reporting date less the fair value of plan assets at the reporting date (if any) out of which the obligations are to be settled.

The defined benefit obligation is calculated using the projected unit credit method. Annually the company engages independent actuaries to calculate the obligation. The present value is determined by discounting the estimated future payments using market yields on high quality corporate bonds that are denominated in sterling and that have terms approximating to the estimated period of the future payments ('discount rate').

The fair value of plan assets is measured in accordance with the FRS 102 fair value hierarchy and in accordance with the Company's policy for similarly held assets. This includes the use of appropriate valuation techniques.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as 'Remeasurement of net defined benefit liability'.

The cost of the defined benefit plan, recognised in the Statement of Comprehensive Income as employee costs, except where included in the cost of an asset, comprises:

a) the increase in net pension benefit liability arising from employee service during the period; and

b) the cost of plan introductions, benefit changes, curtailments and settlements.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is recognised in the Statement of Comprehensive Income as a 'finance expense'.

Page 19

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 20

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Statement of Comprehensive Income over its useful economic life.

Other intangible assets

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

All intangible assets are considered to have a finite useful life, set to be 10 years for Trademarks and Patents, and 20 years for Goodwill and Customer Lists.

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
15 years
Plant and machinery
-
3 - 8 years
Motor vehicles
-
4 years
Fixtures and fittings
-
4 - 8 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 21

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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

 
2.18

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.19

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.20

Creditors

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

 
2.21

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.22

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured,
Page 22

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.22
Financial instruments (continued)

initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.23

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates. The areas where these judgements and estimates have been made include:
Defind benefit pension estimate
 
The Company operates a defined benefit pension scheme for employees. The year end liability is based
on assumptions made by the actuary, which are reflected in the financial statements.

Page 23

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

The whole of the turnover is attributable to the Company's principal activity.

Analysis of turnover by country of destination:

2024
2023
£000
£000

United Kingdom
10,067
11,227

Rest of Europe
72,584
83,243

Rest of the world
13,048
12,297

95,699
106,767



5.


Other operating income

2024
2023
£000
£000

Royalty receivable
41
282

Profit on disposal of tangible assets
16
-

57
282



6.


Operating (loss)/profit

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

2024
2023
£000
£000

Foreign exchange loss
1,998
1,451

Other operating lease rentals
546
572


7.


Auditors' remuneration

2024
2023
£000
£000


Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements, including expenses
118
112




Page 24

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

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


2024
2023
£000
£000

Wages and salaries
13,462
13,754

Social security costs
1,979
1,788

Cost of defined contribution scheme
949
894

Other staff costs
186
193

16,576
16,629


The average monthly number of employees, including the Directors, during the year was as follows:


        2024
        2023
            No.
            No.







Manufacturing
165
170



Engineering
36
35



Selling
42
46



Administrative
29
31

272
282

Page 25

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
697
653

Company contributions to defined contribution pension schemes
49
41

746
694


During the year retirement benefits were accruing to 3 Directors (2023 - 3) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £439,000 (2023 - £452,000)

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £28,000 (2023 - £25,000)

The total accrued pension provision of the highest paid Director at 31 December 2024 amounted to £Nil (2023 - £Nil).

The amount of the accrued lump sum in respect of the highest paid Director at 31 December 2024 amounted to £Nil (2023 - £Nil).

There are considered to be no key management personnel other than the directors whose remuneration has been disclosed.


10.


Income from investments

2024
2023
£000
£000





Dividends received from inter-company investments
(912)
(1,391)

(912)
(1,391)



11.


Interest receivable

2024
2023
£000
£000


Interest receivable from group companies
3,573
3,428

3,573
3,428

Page 26

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Interest payable and similar expenses

2024
2023
£000
£000


Bank interest payable
1,584
1,980

Loans from group undertakings
1,603
1,705

Net interest on pension liability
820
799

4,007
4,484


13.


Taxation


2024
2023
£000
£000

Corporation tax


Adjustments in respect of previous periods
572
89


Foreign tax suffered
233
429

Total current tax
805
518

Deferred tax


Origination and reversal of timing differences
(2,163)
235

Adjustment in respect of previous periods
(52)
40

Total deferred tax
(2,215)
275


Taxation on (loss)/profit on ordinary activities
(1,410)
793
Page 27

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£000
£000


(Loss)/profit on ordinary activities before tax
(8,071)
1,343


(Loss)/Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%)
(2,018)
316

Effects of:


Expenses not deductible
99
227

Effects of group relief/ other reliefs
110
32

Capital allowances for year in excess of depreciation
(264)
(327)

Adjustment from previous periods
520
128

Effect of overseas tax rates
232
443

Share options
(89)
(26)

Total tax charge for the year
(1,410)
793


Factors that may affect future tax charges

At the time of signing of the Directors' report, there were no proposed future changes to the rate of Corporation Tax. The Company continues to monitor legislation to remain informed of future changes to tax rates.


14.


Dividends

2024
2023
£000
£000


Dividends paid to Southco International
5,878
-

5,878
-

Page 28

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Intangible assets




Goodwill

£000



Cost


At 1 January 2024
14,916



At 31 December 2024

14,916



Amortisation


At 1 January 2024
12,830


Charge for the year
704



At 31 December 2024

13,534



Net book value



At 31 December 2024
1,382



At 31 December 2023
2,086



Page 29

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Tangible fixed assets





Freehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Other fixed assets
Total

£000
£000
£000
£000
£000
£000



Cost or valuation


At 1 January 2024
7,283
11,597
308
6,289
189
25,666


Additions
-
-
-
-
635
635


Transfers between classes
221
270
23
13
-
527



At 31 December 2024

7,504
11,867
331
6,302
824
26,828



Depreciation


At 1 January 2024
3,953
10,519
288
6,256
-
21,016


Charge for the year on owned assets
233
325
5
22
-
585



At 31 December 2024

4,186
10,844
293
6,278
-
21,601



Net book value



At 31 December 2024
3,318
1,023
38
24
824
5,227



At 31 December 2023
3,330
1,078
20
33
189
4,650




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


2024
2023
£000
£000

Freehold
3,318
3,330


Page 30

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2024
30,151



At 31 December 2024
30,151





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Southco GmbH
Germany
Ordinary
37.2%
Southco Severn Limited
United Kingdom
Ordinary
100%
Southco Brasil Compenentes Industriais Ltda
Brazil
Ordinary
100%
Southco Europe Limited
United Kingdom
Ordinary
100%
Southco S.A.R.L
France
Ordinary
37.2%
Darshana Industries PVT Limited
India
Ordinary
99.96%

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

Southco GmbH
10,868
322

Southco Severn Limited
(4,595)
854

Southco Brasil Compenentes Industriais Ltda
5,684
(359)

Southco Europe Limited
-
-

Southco S.A.R.L
1,812
(7)

Darshana Industries PVT Limited
28,135
1,632

Page 31

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

18.


Stocks

2024
2023
£000
£000

Raw materials and consumables
203
195

Work in progress (goods to be sold)
3,008
3,595

Finished goods and goods for resale
1,605
1,885

4,816
5,675


The carrying value of stocks are stated net of impairment losses / (gains) totalling £110,416 (2023 - £344,451.
Impairment losses / (gains) totalling £110,416 (2023 - £344,451) were recognised in the Statement of
Comprehensive Income.


19.


Debtors

2024
2023
£000
£000

Due after more than one year

Deferred tax asset
3,030
1,188

3,030
1,188


2024
2023
£000
£000

Due within one year

Trade debtors
9,773
12,239

Amounts owed by group undertakings
57,225
91,072

Other debtors
1,779
2,780

Prepayments and accrued income
698
312

Tax recoverable
-
1,818

69,475
108,221


A credit of £42,722 (2023: credit £216,810) was recognised in administration expenses against trade debtors during the year as a result of a decrease in the bad debt provision.
Amounts owed by group undertakings are unsecured, attract interest at 3.0% and are repayable on demand. 

Page 32

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
822
274

Less: bank overdrafts
(275)
(284)

547
(10)



21.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Bank overdrafts
275
284

Trade creditors
3,359
3,789

Amounts owed to group undertakings
10,739
16,492

Tax payable
208
-

Accruals and deferred income
3,815
6,885

18,396
27,450


The bank overdraft is part of a facility available to the Touchpoint Inc. group and is secured by a floating charge over certain assets of that group.
Amounts owed to group undertakings are unsecured, attract interest at between 0 and 3% and are repayable on demand..


22.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Loans
17,003
26,690

17,003
26,690


Secured loans
A bank loan bears interest at a variable rate which was linked to LIBOR in 2021, but has since moved to the Euro Short-Term Rate (ESTR).
The bank loan is part of a facility available to the Touchpoint Inc. group and is secured by a floating charge over certain assets of that group.

Page 33

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£000
£000





Amounts falling due 1-2 years

Bank loan
17,003
26,690



17,003
26,690





24.
Analysis of net debt


At 1 January 2024
Cash flows
At 31 December 2024

£000
£000
£000

Cash at bank and in hand
274
548
822

Bank overdrafts
(284)
9
(275)

Debt due after 1 year
(26,690)
9,687
(17,003)

(26,700)
10,244
(16,456)

Page 34

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Deferred taxation




2024
2023


£000

£000






At beginning of year
1,190
1,062


Credit to profit or loss
2,213
(275)


Credit to other comprehensive income
(373)
404



At end of year
3,030
1,191

The deferred tax asset is made up as follows:

2024
2023
£000
£000


Accelerated capital allowances
(410)
(251)

Other timing differences
623
1,425

R&D expenditure credit - step 2 amounts c/f
14
14

Losses
2,803
2

3,030
1,190

Page 35

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



15,000,101 (2023 - 15,000,101) Ordinary shares of £1.00 each
15,000
15,000

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and
the repayment of capital. All shares hold the same voting rights.



27.


Reserves

Other reserves

Reserve represents fair value movements in the defined benefit pension liability.

Profit and loss account

Reserve represents current year losses and cumulative prior year profits, net of dividends paid.


28.


Contingent liabilities

During the year, the Company received a claim from a customer in respect of some parts that were claimed to be faulty, and damages thereon. The Company believes that the parts were not used appropriately. The dispute is currently going through a mediation process. Management, having taken legal advice, have assessed that the likelihood that the customer’s claim would succeed in court is less than probable but (acknowledging the inherent uncertainty in any legal dispute) is more than remote. It is the customer’s continued submission that they are owed approximately EUR 2.0 million. The Company expects the outcome of the dispute to be somewhere between zero and EUR 2.0 million, and made a provision at the lower end of this scale as a purely technical provision as part of the year end audit which is their best estimate of the settlement of the matter.


29.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£000
£000


Non-cancellable purchase orders placed for capital equipment
432
684

432
684

Page 36

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

30.


Pension commitments

The Company operates a Defined Benefit Pension Scheme.

The Company's defined benefit pension scheme, the Southco UK Limited Pension scheme, was closed for new members and future accrual on 30 June 2007. A defined contribution scheme has been set up to replace this. For the defined contribution scheme, contributions are up to 10% for members who previously belonged to the defined benefit scheme and up to 8% for new members.
The Company contributed £5,861,969 (2023: £585,617) to the defined benefit scheme and £998,410 (2023: £921,605) to the defined contribution scheme during the year. The Company does not expect to contribute to the defined benefit scheme during the year ending 31 December 2025.
FRS 102 section 28 requires disclosure of the assets and liabilities as at 31 December 2024 calculated in accordance with the requirements of FRS 102 section 28. A full actuarial valuation was carried out at 31 December 2023 by a qualified actuary. The assets of the scheme have been taken at market value and the liabilities have been calculated using widely accepted actuarial assumptions.



Reconciliation of present value of plan liabilities:


2024
2023
£000
£000

Reconciliation of present value of plan liabilities


At the beginning of the year
18,658
17,173

Interest cost
820
799

Actuarial (losses)/gains
(3,658)
1,053

Benefits paid
(447)
(367)

At the end of the year
15,373
18,658



Reconciliation of present value of plan assets:


2024
2023
£000
£000


At the beginning of the year
13,506
13,221

Interest income
647
626

Return on plan assets less interest
(2,166)
(561)

Contributions
5,862
587

Benefits paid
(447)
(367)

At the end of the year
17,402
13,506

Page 37

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
30.Pension commitments (continued)

2024
2023
£000
£000


Fair value of plan assets
17,402
13,506

Present value of plan liabilities
(15,373)
(18,658)

Net pension scheme asset/(liability)
2,029
(5,152)


The amounts recognised in profit or loss are as follows:

2024
2023
£000
£000


Interest on obligation
820
799

Interest income on plan assets
(647)
(626)

Total
173
173



Reconciliation of fair value of plan liabilities were as follows:

2024
2023
£000
£000


Opening defined benefit obligation
18,658
17,173

Actuarial (losses)/gains
(3,658)
1,053

Interest cost
820
799

Benefits paid
(447)
(367)

Closing defined benefit obligation
15,373
18,658


Reconciliation of fair value of plan assets were as follows:

2024
2023
£000
£000


Opening fair value of scheme assets
13,506
13,221

Interest income
647
626

Return on plan assets less interest
(2,166)
(561)

Contributions
5,862
587

Benefits paid
(447)
(367)

17,402
13,506

Page 38

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
30.Pension commitments (continued)


The cumulative amount of actuarial gains and losses recognised in the Statement of Comprehensive Income was £12,643,963 (2023 - £11,151,963).






Principal actuarial assumptions at the Statement of Financial Position date (expressed as weighted averages):

2024
2023
%
%
Discount rate


5.50

4.45
 
Future pension increases


2.15 - 3.2

2.0 - 3.0
 
Inflation assumption RPI


3.4

3.25
 
Inflation assumption CPI


2.75

2.6
 
Mortality rates



 
- for a male aged 65 now


21.4

22.0
 
- at 65 for a male aged 45 now


22.4

23.0
 
- for a female aged 65 now


23.8

24.5
 
- at 65 for a female member aged 45 now


25.0

25.6
 


Assumed healthcare cost trend rates have a significant effect on the amounts recognised in profit or loss. A one percentage point change in assumed healthcare cost trend rates would have the following effects:



Amounts for the current and previous four periods are as follows:


Defined benefit pension schemes

2024
2023
2022
2021
2020
£000
£000
£000
£000
£000
Defined benefit obligation

(15,373)

(18,658)

(17,173)
 
(29,577)
 
(30,984)

Related deferred tax asset

-

(1,288)

(988)
 
(1,363)
 
(1,577)

Scheme assets

17,402

13,506

13,221
 
24,127
 
22,682

Surplus
2,029

(6,440)

(4,940)
 
(6,813)
 
(9,879)




Page 39

 
SOUTHCO MANUFACTURING LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

31.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£000
£000

Land and buildings


Not later than 1 year
298
298

Later than 1 year and not later than 5 years
1,191
1,191

Later than 5 years
149
447


1,638
1,936

Other operating leases


Not later than 1 years
183
173

Later than 1 year and not later than 5 years
219
328

Not later than 5 years
-
1


402
502


32.


Post balance sheet events

There have been no significant events affecting the Company since the year end.


33.


Controlling party

At 31 December 2024, the immediate parent Company was Southco International Inc, which is
incorporated in the United States of America.
The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is TouchPoint Inc, a company incorporated in the United States. Copies of the TouchPoint Inc consolidated financial statements can be obtained from the Company Secretary at 2595 Interstate Dr., Ste. 103. Harrisburg, PA, 17110.

Page 40