The directors present the strategic report for the period ended 31 July 2025.
The company was incorporated on 8 July 2024 so as to facilitate the acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd. On 8 July 2024, 70 Ordinary 'B' shares of £1 each were issued at par value to the group's ultimate controlling party, Mr C Roper and to establish his shareholding in the company.
On 14 August 2024, 30 Ordinary 'A' shares of £1 each were allotted in the company as part of the consideration due under a share purchase agreement to which the company acquired the entire issued share capital of McCarthy Shanks Limited, which became the company's wholly owned subsidiary undertaking. McCarthy Shanks Limited controls its subsidiary undertaking, Supertune Automotive Ltd, which is the only trading company within the group.
On 4 April 2025, the company acquired a 50% shareholding in Antons UK Limited as part of its growth strategy thereby increasing the group's presence in the Merseyside area.
Following the re-organisation of the business and the acquisition of Antons UK Limited, the directors are pleased to announce that the group continued to perform in line with the owners’ expectations during the period.
The turnover of the group's subsidiary undertaking has increased during the period to £25.67 million (2024: £24.69 million) due to increasing demand from existing customers as well as taking on new customers in the period. The directors continue to review the impact of the current economic and political climate at the local, national, and global levels on the business and then take the appropriate measures to mitigate any such impact.
In a time of increasing raw material and labour cost charges, the group's gross profit margin has remained relatively consistent with the previous year. The directors continue to monitor and tightly control the cost of purchases of direct supplies. Administrative overheads remain stable and are consistent with the previous year. The group continues to operate well within its agreed banking facilities. The group benefits from low staff turnover and continues to promote new skills where necessary, at the same time investing in Health and Safety with a resultant excellent record on accidents.
At the year end, the group had shareholders’ funds of £5.35 million including distributable reserves of £921,000. The directors consider the results for the period and the financial position at the year end to be satisfactory and expect to see continued growth in the foreseeable future.
The directors perceive that inflationary pressures on the costs of the merchandise it supplies and a rising cost base in general as the key risk facing the group. To mitigate this risk, the directors continue to monitor and control costs whilst continuing to source products at competitive prices.
The group believes that the key risk to the business is the general economic climate. However, the directors see this risk is mitigated to a certain extent by its excellent reputation and the quality of the products it supplies.
The group in general operates in a competitive market. By continuing to focus on customer service, the directors believe they will not only mitigate any such risks, but achieve continuing growth going forward.
Interest rate risk
The group's funding is principally via invoice discounting which attracts interest at a variable rate. Thus debt costs and cash flow can be affected by the movements in interest rates. The group's funding is also generated from its operations which has enabled it to facilitate the funding of the company's acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd.
Liquidity risk
The group manages its cash and borrowing requirements in order to minimise interest expense, and ensure there are sufficient liquid resources to meet day to day business needs.
Credit risk
Trade debtors are monitored on an ongoing basis to manage credit risk.
The group continues to exploit its reputation in the market and looks to the future with confidence.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 July 2025.
The results for the period are set out on page 9.
Ordinary dividends were paid amounting to £251,104. The directors do not recommend payment of a further dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Chadwick and Company (Manchester) Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of Supertune Automotive Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 July 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We considered and updated our knowledge of the company's specific industry and its regulatory environment, and reviewed the company's documentation surrounding the policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities. Based on this understanding, we identified and assessed the risks of material misstatement in the financial statements and designed and performed audit procedures in response to those risks.
We identified the key laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, the most significant of these are The Hazardous Waste (England and Wales) Regulations 2005, Health and Safety At Work Act 1974 and the UK Companies Act 2006. We also gained knowledge of the legal and regulatory frameworks which do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.
The audit engagement team were made aware of the potential opportunities and incentives that may exist within the company for fraudulent activity and how and where fraud might occur or be concealed within the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other manual adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, we designed procedures which included:
enquiring of management and those charged with governance concerning actual and potential litigation and claims and any known instances of non-compliance with laws and regulations;
assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry or inspection;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
performing detailed audit work on areas identified as being susceptible to management bias and override of controls, such as provisions, estimates and journal entries, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of bias;
performing analytical procedures to identify any unusual relationships that may indicate a risk of material misstatement due to fraud.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £251,104.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
Supertune Automotive Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Oldham Central Trading Park, Coulton Close, Off Cromford Street, Oldham, Lancashire, OL1 4EB.
The group consists of Supertune Automotive Holdings Limited and all of its subsidiaries.
The financial statements are the company's first financial statements from its date of incorporation to its first accounting period end of 31 July 2025. This period is longer than one year.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Supertune Automotive Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 July 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
Unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The unlisted investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in or .
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Ordinary shares are classified as equity. The Ordinary 'B' shares of £1 each are entitled to one vote in any circumstances. Each Ordinary 'B' share is equally entitled to a distribution of dividends and a distribution of capital.
The rights of the Ordinary 'A' shares of £1 each are specifically provided in the Articles of Association of the company and shall rank pari passu with the Ordinary 'B' shares. No dividends or other distributions shall be declared, made or paid without shareholder consent, that being, the prior written consent of the holder(s) for the time being of not less than 50% by nominal value of all 'A' shares and not less than 50% by nominal value of all 'B' shares.
The Ordinary 'C' shares shall have no voting rights, nor any right to receive notice of or attend any general meetings; article 10.1 shall to the 'C' shares in respect of dividends or other distributions; they shall carry no rights on any return of capital, liquidation or otherwise; any holder of the 'C' shares shall transfer them to the company (or to the 'A' shareholder) for £1 per share if given notice by the 'A' shareholder and if such transfer is not executed within ten business days, the holders of the 'C' shares hereby appoint the 'A' shareholder as attorney to execute the relevant transfer(s) on their behalf.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Invoice discounting
Amounts due in respect of invoice discounting are separately disclosed as current liabilities. The company can use these facilities to draw down a percentage of the value of certain sales invoices. The management and collection of trade receivables remains with the company.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Stock lines are provided for by senior management based on known discontinued stock lines of those known to be overvalued and for stock items classified as slow moving.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
As total directors' remuneration was less than £200,000 in the current period, no disclosure is provided for either period in respect of the highest paid director.
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
Group
The group has capital losses amounting to £49,208 to carry forward and offset against any future capital gains that may arise.
Details of the company's subsidiaries at 31 July 2025 are as follows:
The registered office address of both McCarthy Shanks Limited and Supertune Automotive Ltd is Oldham Central Trading Park, Coulton Close, Off Cromford Street, Oldham, Lancashire, OL1 4EB.
Details of joint ventures at 31 July 2025 are as follows:
Following the company acquiring a 50% shareholding in Antons UK Limited, the financial period end of that company was changed from 31 October to 31 July so as to be co-terminus with that of Supertune Automotive Holdings Limited.
The registered office address of Antons UK Limited is Unit 1, 480 Hawthorne Road, Bootle, Liverpool, L20 9PP.
The group share of profits of Antons UK Limited is £6,056.
A reversal of an impairment loss amounting to £20,756 was recognised in cost of sales against stock during the year due to slow moving and obsolete stock.
The other borrowings relate to deferred consideration payable to the former shareholders of McCarthy Shanks Limited following the company's acquisition of that company and its subsidiary undertaking on 14 August 2024.
Other borrowings are secured by a composite guarantee and debenture dated 14 August 2024 in favour of Mr C.M. McCarthy and Mrs G.E. McCarthy which is secured by fixed and floating charges on the premises and all properties, plant and machinery, fixtures, motor vehicles and goodwill or undertaking of Supertune Automotive Ltd (see note 26).
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The company was incorporated on 8 July 2024. On that date, 70 Ordinary 'B' shares of £1 each were issued at par value to establish the share capital of the company.
On 14 August 2024, 30 Ordinary 'A' shares of £1 each were allotted as part of the consideration due under a share purchase agreement to which the company acquired the entire issued share capital of the McCarthy Shanks Limited, which became the company's subsidiary undertaking.
On 12 February 2025, 1 Ordinary 'C' share of £1 each was issued to provide additional working capital.
Rights of shares
The Ordinary 'B' shares of £1 each are entitled to one vote in any circumstances. Each Ordinary 'B' share is equally entitled to a distribution of dividends and a distribution of capital.
The rights of the Ordinary 'A' shares of £1 each are specifically provided in the Articles of Association of the company and shall rank pari passu with the Ordinary 'B' shares. No dividends or other distributions shall be declared, made or paid without shareholder consent, that being, the prior written consent of the holder(s) for the time being of not less than 50% by nominal value of all 'A' shares and not less than 50% by nominal value of all 'B' shares.
The Ordinary 'C' shares shall have no voting rights, nor any right to receive notice of or attend any general meetings; article 10.1 shall to the 'C' shares in respect of dividends or other distributions; they shall carry no rights on any return of capital, liquidation or otherwise; any holder of the 'C' shares shall transfer them to the company (or to the 'A' shareholder) for £1 per share if given notice by the 'A' shareholder and if such transfer is not executed within ten business days, the holders of the 'C' shares hereby appoint the 'A' shareholder as attorney to execute the relevant transfer(s) on their behalf.
Called up share capital represents the number of shares that have been issued.
The other reserve relates to a merger relief reserve arising on the acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd.
Profit and loss reserves includes all current and prior period retained profit and losses.
On 14 August 2024 the group acquired one hundred percent of the issued capital of McCarthy Shanks Limited and its subsidiary undertaking Supertune Automotive Ltd, a group whose primary activity is the wholesale of automotive refinishing products to the trade, for a total consideration of £14,823,750 (including the issue of 30 Ordinary 'A' shares of £1 each in the company).
The company has recorded the investment at the fair value of the total consideration. The excess of the part consideration over the nominal value of the shares issued has been credited to a merger relief reserve, in accordance with section 612 of the Companies Act 2016.
The acquisition has been accounted for under the acquisition method. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the group.
The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the subsidiary undertakings products in new markets.
Group
There is a cross guarantee dated 29 July 2020 in place between Supertune Automotive Ltd and its immediate parent company, McCarthy Shanks Limited. As at 31 July 2025, the amount guaranteed was £nil (2024: £nil).
Group and company
There is also a cross guarantee dated 29 August 2024 in place between Supertune Automotive Ltd, its immediate parent company, McCarthy Shanks Limited and its ultimate parent company, Supertune Automotive Holdings Limited. As at 31 July 2025, the amount guaranteed was £nil.
There is also a composite guarantee and debenture dated 14 August 2024 in favour of Mr C.M. McCarthy and Mrs G.E. McCarthy which is secured by fixed and floating charges on the premises and all properties, plant and machinery, fixtures, motor vehicles and goodwill or undertaking of Supertune Automotive Ltd.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 14 April 2026, the company acquired a further 30% in the issued voting share capital of its joint venture, Antons UK Limited, thereby increasing its shareholding in the voting capital to 80% and thus becoming the controlling party,
The remuneration of key management personnel is as follows.
Group
The group via its subsidiary undertaking, Supertune Automotive Ltd, holds an unlisted investment in a company incorporated in England and Wales. During the year, Supertune Automotive Ltd made purchases from this company amounting to £146,359 (2024: £254,047) on normal commercial terms. As at 31 July 2025, Supertune Automotive Ltd owed the company £24,818 (2024: £nil) which is included in trade creditors.
During the year, Supertune Automotive Ltd made sales to the company amounting to £141,367 (2024: £111,467). Supertune Automotive Ltd also made rebates to the company amounting to £20,961 (2024: £36,995) during the year. As at 31 July 2025, a balance of £51,939 (2024: £21,756) was owed to Supertune Automotive Ltd.
With effect from 4 April 2025, Supertune Automotive Holdings Limited, acquired a 50% shareholding in a company incorporated in England and Wales. During the period post acquisition, Supertune Automotive Ltd made purchases from this company amounting to £17,270 on normal commercial terms. As at 31 July 2025, Supertune Automotive Ltd owed the company £15,258 which is included in trade creditors.
During the period post acquisition, Supertune Automotive Ltd made sales to the company amounting to £67,323. As at 31 July 2025, a balance of £64,463 was owed to Supertune Automotive Ltd.
During the year, Supertune Automotive Ltd sold a vehicle to the company for £10,000. The balance outstanding at 31 July 2025 was £12,000.
The group has taken advantage of the exemption under the Financial Reporting Standard 102 Section 33.1A from disclosing any transactions with group entities which are consolidated in the group financial statements of Supertune Automotive Holdings Limited.
Company
Included in creditors: amounts falling due within one year are amounts owed to group undertakings amounting to £3,511,923. The loans are unsecured and repayable on demand.
The company has taken advantage of the exemption under the Financial Reporting Standard 102 Section 33.1A from disclosing any transactions with group entities which are consolidated in the group financial statements of Supertune Automotive Holdings Limited.