Tamworth Holdings Limited - Period Ending 2025-01-31

Registration number: 13233431

Tamworth Holdings Limited

Annual Report and Financial Statements

for the Year Ended 31 January 2025

Tamworth Holdings Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Profit and Loss Account	8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 to 18

Tamworth Holdings Limited

Company Information

Directors	P Vousden J Aylett

Registered office

Unit 10 & 11
Pipers Lane Industrial Estate
Pipers Lane
Thatcham
RG19 4NA

Auditors

UHY Ross Brooke 2 Old Bath Road
Newbury
Berkshire
RG14 1QL

Tamworth Holdings Limited

Strategic Report for the Year Ended 31 January 2025

The directors present their strategic report for the year ended 31 January 2025.

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

The business delivered £46k of revenue in a 12-month trading period ending 31 January 2025. This period of trade delivered an EBITDA of 9.1% which was a significant uplift on the prior year’s EBITDA of 0.2%.
The company continues to hold it's investment in a trading Group. That Group consolidated their position in the market by becoming the Mega Dealer for Clark branded fork lifts and accelerating the dealer network expansion within the UK. Moving forward this further supports the plans for both organic and acquisitional growth.

Principal risks and uncertainties

The overall UK Economy post change of Government previously continues to be a marketplace of uncertainty. This has resulted in delays in customer commitment in respect of new purchases, which is countered by an increased demand in financed purchases, hire and extension of maintenance agreements. Thus, meaning the group revenue stream balancing is constantly changing but we have the ability to drive growth as the opportunities arise on all fronts.
Directors have assessed the going concern based on the financial resources detailed and the Budget and future and are confident that the Company is a going concern and is likely to remain so for the foreseeable future.

Approved and authorised by the Board on 15 September 2025 and signed on its behalf by:

.........................................
P Vousden
Director

Tamworth Holdings Limited

Directors' Report for the Year Ended 31 January 2025

The directors present their report and the financial statements for the year ended 31 January 2025.

Directors of the company

The directors who held office during the year were as follows:

M E Colley (ceased 27 August 2024)

B Reavley (ceased 27 August 2024)

P Vousden (appointed 27 August 2024)

P McConnell (appointed 27 August 2024 and resigned 16 July 2025)

The following director was appointed after the year end:

J Aylett (appointed 1 September 2025)

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 15 September 2025 and signed on its behalf by:

.........................................
P Vousden
Director

Tamworth Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;

•	make judgements and accounting estimates that are reasonable and prudent;

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

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

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

Tamworth Holdings Limited

Independent Auditor's Report to the Members of Tamworth Holdings Limited

Opinion

We have audited the financial statements of Tamworth Holdings Limited (the 'company') for the year ended 31 January 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, 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 January 2025 and of its loss for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

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 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

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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Tamworth Holdings Limited

Independent Auditor's Report to the Members of Tamworth Holdings Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

•	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 Statement of Directors' Responsibilities [set out on page 4], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor Responsibilities for the audit of the financial statements

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

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Tamworth Holdings Limited

Independent Auditor's Report to the Members of Tamworth Holdings Limited

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. As such, we have considered:

the nature of the industry and sector, control environment and business performance including the company's
remuneration policy, bonus levels, and performance targets;
the company's own assessment, including assessments made by key management, of the risks that
irregularities may occur either as a result of fraud or error;
any matters we identified having reviewed the company's policies and procedures relating to:

- identifying, evaluating and complying with laws and regulations and whether they were aware of any
instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud; and
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
the matters discussed amongst the audit engagement team.

As a result of these procedures, we considered the opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential for fraud in the areas in which management is
required to exercise significant judgement, such as the disclosure of adjusting items. In common with all
audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of
management override.

We also obtained an understanding of the legal and regulatory framework that the company operates in,
focusing on provisions of those laws and regulations that had a direct effect on the determination of material
amounts and disclosures in the financial statements. The key laws and regulations we considered in this
context were the Companies Act, tax legislation and regulations concerning importing and exporting to and
from the UK.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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.

......................................
Emily Ness BFP FCA (Senior Statutory Auditor)
For and on behalf of UHY Ross Brooke, Statutory Auditor
2 Old Bath Road
Newbury
Berkshire
RG14 1QL

15 September 2025

Tamworth Holdings Limited

Profit and Loss Account for the Year Ended 31 January 2025

	Note	2025 £	2024 £
Turnover	3	45,700	190,239
Gross profit		45,700	190,239
Administrative expenses		(41,500)	(189,864)
Operating profit		4,200	375
Other interest receivable and similar income	4	-	150,000
Interest payable and similar expenses	5	(22,561)	(43,829)
		(22,561)	106,171
(Loss)/profit before tax		(18,361)	106,546
(Loss)/profit for the financial year		(18,361)	106,546

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Tamworth Holdings Limited

Statement of Comprehensive Income for the Year Ended 31 January 2025

	2025 £	2024 £
(Loss)/profit for the year	(18,361)	106,546
Total comprehensive income for the year	(18,361)	106,546

Tamworth Holdings Limited

(Registration number: 13233431)
Balance Sheet as at 31 January 2025

	Note	2025 £	2024 £
Fixed assets
Investments	9	4,746,291	4,746,291
Current assets
Debtors	10	750,000	750,000
Creditors: Amounts falling due within one year	11	(4,979,898)	(4,961,537)
Net current liabilities		(4,229,898)	(4,211,537)
Net assets		516,393	534,754
Capital and reserves
Called up share capital		1,053	1,053
Share premium reserve		64,779	64,779
Capital redemption reserve		97	97
Retained earnings		450,464	468,825
Shareholders' funds		516,393	534,754

Approved and authorised by the Board on 15 September 2025 and signed on its behalf by:

.........................................
P Vousden
Director

Tamworth Holdings Limited

Statement of Changes in Equity for the Year Ended 31 January 2025

	Share capital £	Share premium £	Capital redemption reserve £	Retained earnings £	Total £
At 1 February 2023	1,053	4,948	-	448,945	454,946
Profit for the year	-	-	-	106,546	106,546
New share capital subscribed	-	59,831	-	-	59,831
Purchase of own share capital	-	-	-	(86,666)	(86,666)
Other capital redemption reserve movements	-	-	97	-	97
At 31 January 2024	1,053	64,779	97	468,825	534,754

Share capital
£

Share premium
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 February 2024

1,053

64,779

97

468,825

534,754

Loss for the year

-

-

-

(18,361)

(18,361)

At 31 January 2025

1,053

64,779

97

450,464

516,393

The notes on pages 12 to 18 form an integral part of these financial statements.

Page 11

Tamworth Holdings Limited

Notes to the Financial Statements for the Year Ended 31 January 2025

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 10 & 11
Pipers Lane Industrial Estate
Pipers Lane
Thatcham
RG19 4NA
United Kingdom

These financial statements were authorised for issue by the Board on 15 September 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

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

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Summary of disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

- The requirements of Section 7 Statement of Cash Flows;
- The requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
- The requirements of Section 11 Financial Instruments paragrphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
- The requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
- The requirements of Section 33 Related Party Disclosures paragraph 33.7.

The information is included in the consolidated financial statements of Shoo 677 Limited as at 31 January 2025 and these financial statements may be obtained from Unit 10 & 11 Pipers Lane Industrial Estate, Pipers Lane, Thatcham, RH19 4NA.

As the consolidated financial statements of Shoo 677 Limited include the disclosures equivalent to those required by FRS 102, the Company has also taken the exemptions available in respect of the following disclosures:

- Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4) of Schedule 1..

Tamworth Holdings Limited

Notes to the Financial Statements for the Year Ended 31 January 2025

Going concern

Key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The judgement and accounting estimates that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows.

Impairment of non-financial assets - At each balance sheet date non-financial assets not carried at fair value are assessment to determine whether there is any indication that the assets are impaired. If there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. .

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in subsidiaries are measured at cost less impairment. Investments in subsidiaries are assessed at the end of each reporting period for evidence of impairment. If evidence of impairment is identified, an impairment loss is recognised in the Statement of comprehensive income.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments

Classification
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities llike trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Tamworth Holdings Limited

Notes to the Financial Statements for the Year Ended 31 January 2025

Turnover

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

	2025 £	2024 £
Provision of services	45,700	190,239

All income was generated in the UK.

4	Other interest receivable and similar income

	2025 £	2024 £
Dividend income	-	150,000

5	Interest payable and similar expenses

	2025 £	2024 £
Interest expense on other finance liabilities	22,561	43,829

6	Staff costs

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

	2025 No.	2024 No.
Other departments	1	3
	1	3

7	Auditors' remuneration

	2025 £	2024 £
Audit of the financial statements	3,000	(375)

Tamworth Holdings Limited

Notes to the Financial Statements for the Year Ended 31 January 2025

Taxation

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

	2025 £	2024 £
(Loss)/profit before tax	(18,361)	106,546
Corporation tax at standard rate	(4,590)	26,637
Effect of revenues exempt from taxation	-	(37,500)
Tax increase arising from group relief	4,590	10,863
Total tax charge/(credit)	-	-

9	Investments

	2025 £	2024 £
Investments in subsidiaries	4,746,291	4,746,291

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2025	2024
Subsidiary undertakings
Stacatruc Holdings Limited	Unit 10 Pipers Lane Industrial Estate Thatcham Berkshire RG19 4NA United Kingdom	Ordinary	100%	0%
Knightsbridge Mechanical Handling Limited	Unit 10 Pipers Lane Industrial Estate Thatcham Berkshire RG19 4NA United Kingdom	Ordinary	100%	0%

Tamworth Holdings Limited

Notes to the Financial Statements for the Year Ended 31 January 2025

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Stacatruc Limited

Unit 10
Pipers Lane Industrial Estate
Thatcham
Berkshire
RG19 4NA

United Kingdom

Ordinary

100%

The Investment in Stacatruc Limited is indirect.

Subsidiary undertakings

Stacatruc Holdings Limited

The principal activity of Stacatruc Holdings Limited is that of a holding company.

Knightsbridge Mechanical Handling Limited

The principal activity of Knightsbridge Mechanical Handling Limited is that of the rental and leasing of machinery equipment and other tangible goods not classified elsewhere.

Stacatruc Limited

The principal activity of Stacatruc Limited is the supply, maintenance, hire and repair of material handling equipment.

Debtors

Current	Note	2025 £	2024 £
Amounts owed by related parties	14	750,000	750,000
		750,000	750,000

Creditors

	Note	2025 £	2024 £
Due within one year
Loans and borrowings	13	-	648,603
Trade creditors		-	7,200
Amounts due to related parties	14	4,979,898	4,138,733
Other payables		-	167,000
Accruals		-	1
		4,979,898	4,961,537

Tamworth Holdings Limited

Notes to the Financial Statements for the Year Ended 31 January 2025

12	Share capital

Allotted, called up and fully paid shares

	2025		2024
	No.	£	No.	£
Ordinary of £1 each	756	756	756	756
Ordinary A of £1 each	78	78	78	78
Ordinary B of £1 each	103	103	103	103
Ordinary C of £1 each	116	116	116	116
	1,053	1,053	1,053	1,053

13	Loans and borrowings

Current loans and borrowings

	2025 £	2024 £

Unsecured debentures	-	541,800
Other borrowings	-	106,803
	-	648,603

14	Related party transactions

The company intends to take advantage of the exemption from disclosing related party transactions to wholly-owned group entities under FRS 102 paragraph 33.1A.

Tamworth Holdings Limited

Notes to the Financial Statements for the Year Ended 31 January 2025

15	Parent and ultimate parent undertaking

On 27th August 2024 Shoo 677 Limited purchased 100% shareholdings in Tamworth Limited.

From the above date the company's immediate parent became Shoo 677 Limited, incorporated in United Kingdom.

The ultimate parent is YFM Equity Partners LLP, incorporated in United Kingdom.

The most senior parent entity producing publicly available financial statements is Shoo 677 Limited. These financial statements are available upon request from :

Shoo 677 Limited
Unit 10 & 11 Pipers Lane Industrial Estate
Pipers Lane
Thatcham
RH19 4NA
United Kingdom