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REGISTERED NUMBER: 14772241 (England and Wales)

| SOUTHTOWN HOLDINGS LIMITED |

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |

| CONSOLIDATED FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2025 |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

| Company Information | 1 |

| Group Strategic Report | 2 |

| Report of the Director | 4 |

| Report of the Independent Auditors | 6 |

| Consolidated Income Statement | 10 |

| Consolidated Other Comprehensive Income | 11 |

| Consolidated Balance Sheet | 12 |

| Company Balance Sheet | 13 |

| Consolidated Statement of Changes in Equity | 14 |

| Company Statement of Changes in Equity | 15 |

| Consolidated Cash Flow Statement | 16 |

| Notes to the Consolidated Cash Flow Statement | 17 |

| Notes to the Consolidated Financial Statements | 18 |

| SOUTHTOWN HOLDINGS LIMITED |

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTOR: | S Anthony

| REGISTERED OFFICE: | Alphin Brook Road

| Marsh Barton Trading Estate

| Exeter

| Devon

| EX2 8RG

| REGISTERED NUMBER: | 14772241 (England and Wales)

| AUDITORS: | WP Audit Services LLP

| Chartered Accountant & Statutory Auditor

| Chancery House

| 30 St Johns Road

| Woking

| Surrey

| GU21 7SA

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The director presents his strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

Bridge Motorcycles has enjoyed another successful year.

The franchises operated in the period included Honda, Kawasaki, Suzuki and Triumph.

Turnover has increased by 7.5% to £11.4m from £10.6m in the prior year.

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

The group's gross profit margin has increased, with reported margins of 17% (2024: 13.8%). A strong net profit continues to be generated.

Another key performance indicator for the business is stock turnover days, which have decreased by 30 days to a total of 107 (2024: 137).There was slow moving stock at the end of last year.

The balance sheet continues to reflect the financial strength of the business, with net assets of £5m (2024: £4.4m).

BUSINESS RESTRUCTURE

During the year, the ownership structure of the group changed. On 31st October 2025, Southtown Holdings Limited, previously the ultimate parent undertaking of the group, acquired 100% of the issued share capital of Bridge Motorcycles Limited from the intermediate parent company, Southtown Investment Company Limited, and became its immediate parent undertaking.

The change did not impact the principal activities, strategy or operations of the group.

PRINCIPAL RISKS AND UNCERTAINTIES

Given the nature of the product, demand is heavily influenced by weather conditions, an external risk that is beyond the group’s control. The director has responded to this risk effectively by proactively addressing trends and offering discounts on slower-moving stock. This year the weather has improved performance, due to good weather conditions in the new plate period. This risk needs to continue to be managed each year.

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

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

The interest charged on the directors loan account is based on base rate however rates tend to be reducing at the moment, and the director is in support of the business and would not make a decision at the detriment of the group and therefore this risk is minimal.

SECTION 172(1) STATEMENT

The director has had regard to the considerations set out in S172 Companies Act 2006 when fulfilling his duty to promote the success of the group, these being;

a) the likely consequences of any decision in the long term;

b) the interests of the group's employees;

c) the need to foster the group's business relationships with suppliers, customers and others;

d) the impact of the group's operations on the community and the environment;

e) the desirability of the group maintaining a reputation for a high standard of business conduct; and

f) the need to act fairly between members of the group.

In the period ended 31 December 2025, the efforts of the key management team have been shown through the increased activity through the business. The director is always seeking ways to improve the returns generated by the group, whilst considering what is best for the employees at all times.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

GOING CONCERN

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

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

ON BEHALF OF THE BOARD:

S Anthony - Director

7 July 2026

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

REPORT OF THE DIRECTOR

FOR THE YEAR ENDED 31 DECEMBER 2025

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITIES

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTOR

S Anthony held office during the whole of the period from 1 January 2025 to the date of this report.

FINANCIAL INSTRUMENTS

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

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

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

The director's loan account is interest bearing and interest levels are determined using the Bank of England base rate as a starting point, and adding 6.5%. The director supports the business and would not request repayment of the loan at the detriment of the group as a whole.

DISCLOSURE IN THE STRATEGIC REPORT

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

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

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

- | select suitable accounting policies and then apply them consistently;

- | make judgements and accounting estimates that are reasonable and prudent;

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

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

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

REPORT OF THE DIRECTOR

FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

S Anthony - Director

7 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SOUTHTOWN HOLDINGS LIMITED

Opinion

We have audited the financial statements of Southtown Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's profit for the year then ended;

- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- | have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

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

- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- | the parent company financial statements are not in agreement with the accounting records and returns; or

- | certain disclosures of director's remuneration specified by law are not made; or

- | we have not received all the information and explanations we require for our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SOUTHTOWN HOLDINGS LIMITED

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SOUTHTOWN HOLDINGS LIMITED

Auditors' responsibilities for the audit of the financial statements

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

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

Objectives

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

- to identify and assess the risks of material misstatement of the financial statements due to fraud; - to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and

- to respond appropriately to instances of fraud or suspected fraud identified during the audit.

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

Audit Approach

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Consumer Rights Act 2015, Companies Act 2006, FRS 102, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance, as well a review of relevant correspondence and certifications. - We assessed the risk of material misstatement of the financial statements and how it might occur (including the risk of material misstatement due to fraud), by holding discussions with management and those charged with governance. We used our knowledge of the company and the industry in which it operates to determine if management's explanations were consistent with our own conclusions.

- Based on our understanding developed from the above, we designed specific appropriate audit procedures to identify instances of non-compliance with the key laws and regulations which may result in potential fraud. This included making enquiries of management and those charged with governance, investigating unusual or unexpected relationships or movements in figures disclosed in the accounts and remaining alert for any transactions that appeared to be outside the normal course of business.

- Furthermore, as required by auditing standards, and taking into account our overall knowledge of the control environment, we have performed procedures to address the risks of management override of controls and the risk of fraudulent revenue recognition. Procedures such as a review of journal entries and assessing estimates for management bias have enabled us to conclude in this area.

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

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

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control environment relevant to the audit, in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company's internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

SOUTHTOWN HOLDINGS LIMITED

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

Context of the ability of the audit to detect fraud or breaches of law or regulation

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

it.

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

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

Use of our report

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

Stephanie Williams (Senior Statutory Auditor)

for and on behalf of WP Audit Services LLP

Chartered Accountant & Statutory Auditor

Chancery House

30 St Johns Road

Woking

Surrey

GU21 7SA

14 July 2026

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

CONSOLIDATED

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 4 | 11,388,846 |  | 10,630,756 |  |

Cost of sales | (9,457,670 | ) | (9,161,594 | ) |

GROSS PROFIT | 1,931,176 |  | 1,469,162 |  |

Distribution costs | (63,360 | ) | (64,698 | ) |

Administrative expenses | (1,090,024 | ) | (1,089,959 | ) |

777,792 |  | 314,505 |  |

Other operating income | 67,327 |  | 66,046 |  |

OPERATING PROFIT | 6 | 845,119 |  | 380,551 |  |

Interest receivable and similar income | 137,688 |  | 139,794 |  |

982,807 |  | 520,345 |  |

Interest payable and similar expenses | 8 | (251,559 | ) | (111,193 | ) |

PROFIT BEFORE TAXATION | 731,248 |  | 409,152 |  |

Tax on profit | 9 | (208,869 | ) | (119,920 | ) |

PROFIT FOR THE FINANCIAL YEAR | 522,379 |  | 289,232 |  |

Profit attributable to:

Owners of the parent | 522,379 |  | 289,232 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

CONSOLIDATED

OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

PROFIT FOR THE YEAR | 522,379 |  | 289,232 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 522,379 |  | 289,232 |  |

Total comprehensive income attributable to:

Owners of the parent | 522,379 |  | 289,232 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

CONSOLIDATED BALANCE SHEET

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | 12,260 |  | 13,635 |  |

Tangible assets | 12 | 2,352,133 |  | 2,392,570 |  |

Investments | 13 | - |  | - |  |

Investment property | 14 | 350,000 |  | 350,000 |  |

2,714,393 |  | 2,756,205 |  |

CURRENT ASSETS

Stocks | 15 | 2,207,796 |  | 2,957,532 |  |

Debtors | 16 | 2,062,476 |  | 2,043,639 |  |

Cash at bank and in hand | 2,136,543 |  | 809,997 |  |

6,406,815 |  | 5,811,168 |  |

CREDITORS

Amounts falling due within one year | 17 | 3,960,771 |  | 3,908,754 |  |

NET CURRENT ASSETS | 2,446,044 |  | 1,902,414 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 5,160,437 |  | 4,658,619 |  |

PROVISIONS FOR LIABILITIES | 20 | 199,652 |  | 220,213 |  |

NET ASSETS | 4,960,785 |  | 4,438,406 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 100 |  | 100 |  |

Share premium | 22 | 999,977 |  | 999,977 |  |

Capital Redemption Reserve | 22 | 1,500,000 |  | 1,500,000 |  |

Fair value reserve | 22 | 3,012,298 |  | 3,012,298 |  |

Retained earnings | 22 | (551,590 | ) | (1,073,969 | ) |

SHAREHOLDERS' FUNDS | 4,960,785 |  | 4,438,406 |  |

The financial statements were approved by the director and authorised for issue on 7 July 2026 and were signed by:

S Anthony - Director

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

COMPANY BALANCE SHEET

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | - |  | - |  |

Investments | 13 | 5,024,000 |  | 5,024,000 |  |

Investment property | 14 | - |  | - |  |

5,024,000 |  | 5,024,000 |  |

CURRENT ASSETS

Debtors | 16 | 922,507 |  | 1,660,116 |  |

CREDITORS

Amounts falling due within one year | 17 | 2,470,818 |  | 4,174,573 |  |

NET CURRENT LIABILITIES | (1,548,311 | ) | (2,514,457 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 3,475,689 |  | 2,509,543 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 100 |  | 100 |  |

Share premium | 22 | 999,977 |  | 999,977 |  |

Capital Redemption Reserve | 22 | 1,500,000 |  | 1,500,000 |  |

Retained earnings | 22 | 975,612 |  | 9,466 |  |

SHAREHOLDERS' FUNDS | 3,475,689 |  | 2,509,543 |  |

Company's profit for the financial year | 966,146 |  | 1,481,133 |  |

The financial statements were approved by the director and authorised for issue on 7 July 2026 and were signed by:

S Anthony - Director

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |

| share |  | Retained |  | Share

| capital |  | earnings |  | premium

£ | £ | £ |

Balance at 1 January 2024 | 100 |  | 136,799 |  | 999,977 |  |

Changes in equity

Profit for the year | - |  | 289,232 |  | - |  |

Total comprehensive income | - |  | 289,232 |  | - |  |

Preference share redemption | - |  | (1,500,000 | ) | - |  |

Balance at 31 December 2024 | 100 |  | (1,073,969 | ) | 999,977 |  |

Changes in equity

Profit for the year | - |  | 522,379 |  | - |  |

Total comprehensive income | - |  | 522,379 |  | - |  |

Balance at 31 December 2025 | 100 |  | (551,590 | ) | 999,977 |  |

| Capital |  | Fair |

| Redemption |  | value |  | Total

| Reserve |  | reserve |  | equity

£ | £ | £ |

Balance at 1 January 2024 | - |  | 3,012,298 |  | 4,149,174 |  |

Changes in equity

Profit for the year | - |  | - |  | 289,232 |  |

Total comprehensive income | - |  | - |  | 289,232 |  |

Preference share redemption | 1,500,000 |  | - |  | - |  |

Balance at 31 December 2024 | 1,500,000 |  | 3,012,298 |  | 4,438,406 |  |

Changes in equity

Profit for the year | - |  | - |  | 522,379 |  |

Total comprehensive income | - |  | - |  | 522,379 |  |

Balance at 31 December 2025 | 1,500,000 |  | 3,012,298 |  | 4,960,785 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |  | Capital |

| share |  | Retained |  | Share |  | Redemption |  | Total

| capital |  | earnings |  | premium |  | Reserve |  | equity

£ | £ | £ | £ | £ |

Balance at 1 January 2024 | 100 |  | 28,333 |  | 999,977 |  | - |  | 1,028,410 |  |

Changes in equity

Preference share redemption | - |  | (1,500,000 | ) | - |  | 1,500,000 |  | - |  |

Total comprehensive income | - |  | 1,481,133 |  | - |  | - |  | 1,481,133 |  |

Balance at 31 December 2024 | 100 |  | 9,466 |  | 999,977 |  | 1,500,000 |  | 2,509,543 |  |

Changes in equity

Total comprehensive income | - |  | 966,146 |  | - |  | - |  | 966,146 |  |

Balance at 31 December 2025 | 100 |  | 975,612 |  | 999,977 |  | 1,500,000 |  | 3,475,689 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 1,486,203 |  | 623,106 |  |

Tax paid | (120,858 | ) | (200,820 | ) |

Net cash from operating activities | 1,365,345 |  | 422,286 |  |

Cash flows from investing activities

Purchase of intangible fixed assets | - |  | (13,750 | ) |

Purchase of tangible fixed assets | (118,533 | ) | (60,074 | ) |

Sale of tangible fixed assets | 355 |  | 7,000 |  |

Interest received | 137,688 |  | 139,794 |  |

Net cash from investing activities | 19,510 |  | 72,970 |  |

Cash flows from financing activities

Amount withdrawn by directors | (58,309 | ) | (135,217 | ) |

Net cash from financing activities | (58,309 | ) | (135,217 | ) |

Increase in cash and cash equivalents | 1,326,546 |  | 360,039 |  |

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

Cash and cash equivalents at end of year | 2 | 2,136,543 |  | 809,997 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

| 2025 |  | 2024

£ | £ |

| Profit before taxation | 731,248 |  | 409,152 |  |

| Depreciation charges | 155,130 |  | 102,577 |  |

| Profit on disposal of fixed assets | (355 | ) | - |  |

| Government grants | (1,881 | ) | - |  |

| Finance costs | 251,559 |  | 111,193 |  |

| Finance income | (137,688 | ) | (139,794 | ) |

998,013 |  | 483,128 |  |

| Decrease in stocks | 756,832 |  | 204,964 |  |

| Increase in trade and other debtors | (18,837 | ) | (87,234 | ) |

| (Decrease)/increase in trade and other creditors | (249,805 | ) | 22,248 |  |

| Cash generated from operations | 1,486,203 |  | 623,106 |  |

2. | CASH AND CASH EQUIVALENTS

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

| Year ended 31 December 2025

| 31.12.25 |  | 1.1.25

£ | £ |

| Cash and cash equivalents | 2,136,543 |  | 809,997 |  |

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 809,997 |  | 449,958 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.25 | Cash flow | At 31.12.25

£ | £ | £ |

| Net cash |

| Cash at bank and in hand | 809,997 |  | 1,326,546 |  | 2,136,543 |  |

809,997 |  | 1,326,546 |  | 2,136,543 |  |

| Total | 809,997 |  | 1,326,546 |  | 2,136,543 |  |

4. | MAJOR NON-CASH TRANSACTIONS

| There was interest incurred in the year which was not physically paid, and instead credited to the director's loan account. As a result this transaction has not been shown in the Cash Flow Statement for the year.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

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

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

2. | STATEMENT OF COMPLIANCE

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

3. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| The financial statements have been prepared under the historical cost convention as modified by the recognition of certain financial assets and liabilities measured at fair value.

| The director believes that the group is experiencing good levels of sales growth and profitability, and that is well placed to manage its business risks successfully. Accordingly he has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus he continues to adopt the going concern basis of accounting in preparing the financial statements.

| The preparation of financial statements requires the use of certain accounting estimates. The areas involving a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the financial statements

| Basis of consolidation

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

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

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

| Related party exemption

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

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

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Critical accounting judgements and key sources of estimation uncertainty

| In the application of the group's accounting policies, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

| The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

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

| (i) Stock provisioning

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

| (ii) Manufacturer sales bonus

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

| (iii) Investment property valuation

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

| (iv) Impairment of, and rights to, improvements to property

| The director has assessed the value of the property as a whole and feel that the value attributed to the freehold and improvements is far in excess of their cost value, based on future generate profits and revenue levels. On this basis he feels no impairment is considered necessary. One of the showrooms is owned fully by the company and the honda showroom and workshop is owned by the director's pension scheme. However the group is entitled to use the property and receive the benefits and obligations associated with the improvements to the property as a result of their continued use of the premises and ongoing repairs and renewals costs incurred.

| (v) Lifetime Warranty Provision

| The group offers a lifetime warranty on all new bike purchases. The director therefore provides for an estimate of the potential costs arising from this for each bike sold. The uncertainty is surrounding the level of claims that will be realised in the lifecycle of each bike. The director compares the provision made to historic data of claims make to ensure this estimate is reasonable and will add a certain percentage to the provision each month for each bike. This provison is then written off after 5 years, as this is the estimated life of a new bike, with most customers selling their bikes after 5 years and replacing it with a new one. The warranty does not pass on to the new owner. As of 2025, these warranties are no longer offered, and the provision will be released over the next five years.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Turnover

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

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

| Intangible assets

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

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

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

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

| Freehold property - 2% on cost, contained within freehold property is £280k attributed to land, this is not depreciated

| Improvements to property - over 10 or 25 years straight line

| Fixtures and fittings - between 2 to 10 years straight line

| Motor vehicles - 25% on cost, see below

| Contained within motor vehicles are investment bikes, these are held at a residual value of £274k (2024: £287k) as the assets are expected to appreciate over time. These values are set on an individual basis. No further depreciation is charged.

| Tangible fixed assets are stated at costs less accumulated depreciation and accumulated impairment losses. However property has been recognised at fair value at the date that it was acquired within the group, in line with accounting requirements.

| Impairment of Assets

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

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

| Debtors

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

| £1,957,926 of the other debtor balance relates to loans to connected companies. The interest rate for these are 7%. The loans are repayable on demand, and there are no set repayment dates.

| Creditors

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

| Investments in subsidiaries

| Investments in subsidiary undertakings are recognised at cost.

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

| Impairment of Financial Assets

| Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when 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 of the investment have been affected.

| For all other financial assets, objective evidence of impairment could include:

| - significant financial difficulty of the issuer or counterpart; or

| - breach of contract, such as a default or delinquency in interest or principal payments; or

| - it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or

| - the disappearance of an active market for that financial asset because of financial difficulties.

| For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the company's past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 30 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.

| For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

| The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off re credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

| For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreased and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date of the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

| Investment property

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

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

| The investment property is a leasehold property and has 39 years remaining on the lease.

| Stocks

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

| When stocks are sold, the carrying amount of those stocks is recognised as an expense in the period in which the related turnover is recognised. The amount of any write-down of stocks to net realisable value and all losses of stock are recognised as an expense in the period in which the write-down or loss occurs. The amount of any reversal of any write-down stocks is recognised as a reduction in the amount of stocks recognised as an expense in the period in which the reversal occurs.

| Taxation

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

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

| Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. If and when all conditions for retaining tax allowances for the cost of a fixed asset have been met, the deferred tax is reversed.

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

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

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Hire purchase and leasing commitments

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

| Finance leases

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

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

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

| Operating leases

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

| Pension costs and other post-retirement benefits

| Short- term employee benefits and contributions to defined contribution plans are recognised as an expense in the period in which they are incurred.

| Provisions for liabilities

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

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

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

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

| The group has historically offered a lifetime warranty on all bike purchases, and therefore provided for an expected cost of this per bike at the point of purchase. This was then written off after 5 years as this is the expected life cycle of the bike, with most customers selling their bike after this period and buying again. The warranty does not pass on to the new owner. As of 2025, this is no longer offered, so this provision will be released to nil over the next 5 years.

| Cash and cash equivalents

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

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

| Manufacturer bonuses

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

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | ACCOUNTING POLICIES - continued

| Grant income

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

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

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

4. | TURNOVER

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

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

|  | 2025 |  | 2024 |  |

| £ |  | £ |  |

| Motorbike franchise activity |  | 11,016,661 |  | 10,311,834 |  |

| Café Sales |  | 372,185 |  | 318,922 |  |

|  | 11,388,846 |  | 10,630,756 |  |

5. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 1,516,012 |  | 1,423,391 |  |

| Social security costs | 162,070 |  | 133,422 |  |

| Other pension costs | 32,172 |  | 128,577 |  |

1,710,254 |  | 1,685,390 |  |

| The average number of employees during the year was as follows:

| 2025 |  | 2024

| Operational | 39 |  | 43 |  |

| Administration and other management | 13 |  | 10 |  |

52 |  | 53 |  |

| Included within the above in key management personnel remuneration including pension contributions made to the money purchase scheme and excluding employers NI, totalling £216,583 for the year ended 31 December 2025 (2024: £292,495).

| In the year to 31 December 2025, directors remuneration totalled £64,333 (2024; £60,004). There were no employers pensions contributions made to the director this year.

| No additional benefits in kind have been provided to the director.

| 2025 |  | 2024

£ | £ |

| Director's remuneration | 64,333 |  | 60,004 |  |

| Director's pension contributions to money purchase schemes | - |  | 49,540 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

6. | OPERATING PROFIT

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

| 2025 |  | 2024

£ | £ |

| Hire of plant and machinery | 5,640 |  | 6,300 |  |

| Other operating leases | 43,000 |  | 43,000 |  |

| Depreciation - owned assets | 151,874 |  | 102,462 |  |

| Profit on disposal of fixed assets | (355 | ) | - |  |

| Computer software amortisation | 1,375 |  | 115 |  |

7. | AUDITORS' REMUNERATION

| 2025 |  | 2024

£ | £ |

| Fees payable to the company's auditors for the audit of the company's financial statements | 17,138 |  | 16,335 |  |

| Auditors' remuneration for non audit work | 7,485 |  | 11,850 |  |

| In addition to the auditors remuneration disclosed above for audit work and other compliance services, project work was also undertaken and amounts were charged in the year totalling £37,000. These fees have been included within legal and professional fees, but make up part of the auditors remuneration.

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Interest payable | 251,559 |  | 86,193 |  |

| Preference dividend | - |  | 25,000 |  |

251,559 |  | 111,193 |  |

9. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 199,911 |  | 120,900 |  |

| Over/under provision of tax | (42 | ) | 20 |  |

| Total current tax | 199,869 |  | 120,920 |  |

| Deferred tax | 9,000 |  | (1,000 | ) |

| Tax on profit | 208,869 |  | 119,920 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

9. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 731,248 |  | 409,152 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 182,812 |  | 102,288 |  |

| Effects of:

| Expenses not deductible for tax purposes | 8,232 |  | 763 |  |

| Capital allowances in excess of depreciation | (1,019 | ) | - |  |

| Depreciation in excess of capital allowances | - |  | 11,619 |  |

| Movement in deferred tax provision | 9,000 |  | (1,000 | ) |

| Preference share dividends | - |  | 6,250 |  |

| Consolidation adjustments | 9,844 |  | - |  |

| Total tax charge | 208,869 |  | 119,920 |  |

10. | INDIVIDUAL INCOME STATEMENT

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

11. | INTANGIBLE FIXED ASSETS

| Group

| Computer

| software

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 13,750 |  |

| AMORTISATION

| At 1 January 2025 | 115 |  |

| Amortisation for year | 1,375 |  |

| At 31 December 2025 | 1,490 |  |

| NET BOOK VALUE

| At 31 December 2025 | 12,260 |  |

| At 31 December 2024 | 13,635 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

12. | TANGIBLE FIXED ASSETS

| Group

| Improvements |  | Fixtures |

| Freehold |  | to |  | and |  | Motor |

| property |  | property |  | fittings |  | vehicles |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 January 2025 | 1,800,000 |  | 90,866 |  | 335,844 |  | 316,508 |  | 2,543,218 |  |

| Additions | - |  | - |  | 118,533 |  | - |  | 118,533 |  |

| Disposals | - |  | - |  | (1,884 | ) | (7,096 | ) | (8,980 | ) |

| At 31 December 2025 | 1,800,000 |  | 90,866 |  | 452,493 |  | 309,412 |  | 2,652,771 |  |

| DEPRECIATION

| At 1 January 2025 | 35,937 |  | 19,146 |  | 79,640 |  | 15,925 |  | 150,648 |  |

| Charge for year | 63,333 |  | 12,622 |  | 65,302 |  | 10,617 |  | 151,874 |  |

| Eliminated on disposal | - |  | - |  | (1,884 | ) | - |  | (1,884 | ) |

| At 31 December 2025 | 99,270 |  | 31,768 |  | 143,058 |  | 26,542 |  | 300,638 |  |

| NET BOOK VALUE

| At 31 December 2025 | 1,700,730 |  | 59,098 |  | 309,435 |  | 282,870 |  | 2,352,133 |  |

| At 31 December 2024 | 1,764,063 |  | 71,720 |  | 256,204 |  | 300,583 |  | 2,392,570 |  |

13. | FIXED ASSET INVESTMENTS

| Company

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2025 | 5,024,000 |  |

| Additions | 3,000,000 |  |

| Impairments | (3,000,000 | ) |

| At 31 December 2025 | 5,024,000 |  |

| NET BOOK VALUE

| At 31 December 2025 | 5,024,000 |  |

| At 31 December 2024 | 5,024,000 |  |

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

| Subsidiaries

| Bridge Motorcycles Limited

| Registered office: Alphin Brook Road, Marsh Barton Trading Est, Exeter, Devon, EX2 8RG

| Nature of business: Motor Retail

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| The shares in this company are now held directly following the group restructure which occurred in the year. Previously the shares were held by Southtown Investment Company Limited.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

13. | FIXED ASSET INVESTMENTS - continued

| Southtown Investment Company Limited

| Registered office: Alphin Brook Road, Marsh Barton Trading Est, Exeter, Devon, EX2 8RG

| Nature of business: Holding company

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| On 31st October 2025, 100% of the shares in Bridge Motorcycles Limited were acquired from Southtown Investment Company Limited, its former parent undertaking, as part of an internal group reorganisation. Southtown Holdings Limited was previously the ultimate controlling party of both entities and therefore there is deemed to be no change in ultimate value held by the company.

| The acquisition was accounted for at cost of £3,000,000. No goodwill arose on the transaction as it was an internal group restructure.

| However, as a result of this transaction, the overall value held within investments was considered to be overstated. As there was a dividend received of all the remaining reserves from Southtown Investment Company Limited following this transaction, a portion of this dividend amounting to £3,000,000 has been treated as a return from investment, reducing the value of the overall investment recorded accordingly.

14. | INVESTMENT PROPERTY

| Group

| Total

£ |

| FAIR VALUE

| At 1 January 2025

| and 31 December 2025 | 350,000 |  |

| NET BOOK VALUE

| At 31 December 2025 | 350,000 |  |

| At 31 December 2024 | 350,000 |  |

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

15. | STOCKS

| Group |

2025 | 2024 |

£ | £ |

| Stocks | 2,207,796 |  | 2,957,532 |  |

16. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 3,590 |  | 13,081 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 922,431 |  | 1,660,040 |  |

| Other debtors | 1,964,055 |  | 1,911,711 |  | 76 |  | 76 |  |

| Prepayments and accrued income | 94,831 |  | 118,847 |  | - |  | - |  |

2,062,476 |  | 2,043,639 |  | 922,507 |  | 1,660,116 |  |

| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

17. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade creditors | 1,084,845 |  | 1,348,266 |  | - |  | - |  |

| Amounts owed to group undertakings | - |  | - |  | 952 |  | 1,898,127 |  |

| Tax | 199,911 |  | 120,900 |  | - |  | - |  |

| Social security and other taxes | - |  | 1,018 |  | - |  | - |  |

| VAT | 125,323 |  | 60,748 |  | - |  | - |  |

| Other creditors | 17,562 |  | 33,098 |  | 12,797 |  | 12,627 |  |

| Directors' current accounts | 2,457,069 |  | 2,263,819 |  | 2,457,069 |  | 2,263,819 |  |

| Accruals and deferred income | 76,061 |  | 80,905 |  | - |  | - |  |

3,960,771 |  | 3,908,754 |  | 2,470,818 |  | 4,174,573 |  |

| Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

18. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 5,750 |  | 44,552 |  |

| Between one and five years | 13,905 |  | 21,577 |  |

19,655 |  | 66,129 |  |

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

19. | SECURED DEBTS

| The following secured debts are included within creditors:

| Group |

2025 | 2024 |

£ | £ |

| Trade creditors | 719,274 |  | 1,060,262 |  |

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

20. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax | 165,000 |  | 156,000 |  |

| Other provisions | 34,652 |  | 64,213 |  |

| Aggregate amounts | 199,652 |  | 220,213 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

20. | PROVISIONS FOR LIABILITIES - continued

| Group

| Deferred |  | Other |

| tax |  | provisions |

£ | £ |

| Balance at 1 January 2025 | 156,000 |  | 64,213 |  |

| Provided during year | 9,000 |  | - |  |

| Utilised during year | - |  | (29,561 | ) |

| Balance at 31 December 2025 | 165,000 |  | 34,652 |  |

21. | CALLED UP SHARE CAPITAL

| Allotted, issues and fully paid:

| Number |  | Class |  | Nominal Value per share |  | £ |  |

| 20 |  | Ordinary |  | 1 |  | 20 |  |

| 2 |  | A Ordinary |  | 1 |  | 2 |  |

| 2 |  | B Ordinary |  | 1 |  | 2 |  |

| 76 |  | C Ordinary |  | 1 |  | 76 |  |

|  | 100 |  |

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

| 19 Ordinary shares of 1 each at £43,474.91 per share

| 2 A Ordinary shares of 1 each at £43,474.91 per share

| 2 B Ordinary shares of 1 each at £43,474.91 per share

| Share rights

| Ordinary: Full voting, full equity, dividend rights, non-redeemable.

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

22. | RESERVES

| Group

| Capital |  | Fair |

| Retained |  | Share |  | Redemption |  | value |

| earnings |  | premium |  | Reserve |  | reserve |  | Totals

£ | £ | £ | £ | £ |

| At 1 January 2025 | (1,073,969 | ) | 999,977 |  | 1,500,000 |  | 3,012,298 |  | 4,438,306 |  |

| Profit for the year | 522,379 |  | 522,379 |  |

| At 31 December 2025 | (551,590 | ) | 999,977 |  | 1,500,000 |  | 3,012,298 |  | 4,960,685 |  |

| Company

| Capital |

| Retained |  | Share |  | Redemption |

| earnings |  | premium |  | Reserve |  | Totals

£ | £ | £ | £ |

| At 1 January 2025 | 9,466 |  | 999,977 |  | 1,500,000 |  | 2,509,443 |  |

| Profit for the year | 966,146 |  | 966,146 |  |

| At 31 December 2025 | 975,612 |  | 999,977 |  | 1,500,000 |  | 3,475,589 |  |

SOUTHTOWN HOLDINGS LIMITED (REGISTERED NUMBER: 14772241) |

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

22. | RESERVES - continued

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

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

23. | RELATED PARTY DISCLOSURES

| Entities with control, joint control or significant influence over the entity

2025 | 2024 |

£ | £ |

| Rendering of services | - |  | 6,786 |  |

| Services recharged | - |  | 1,476 |  |

| An entity under joint control provides warranty cover to some of the company's customers.

| Entities over which the entity has control, joint control or significant influence

2025 | 2024 |

£ | £ |

| At start of the period | - |  | 1,425 |  |

| Repaid | - |  | (1,425 | ) |

| The loan was repaid in full in the prior year with no further transactions in the current year.

| Loans from related parties - directors

2025 | 2024 |

£ | £ |

| At start of period | 2,263,819 |  | 805,231 |  |

| Advanced | - |  | 1,525,000 |  |

| Repaid | (8,050 | ) | (135,217 | ) |

| Interest transactions | 201,300 |  | 68,805 |  |

| At end of period | 2,457,069 |  | 2,263,819 |  |

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

| Loans to related parties - other related parties

2025 | 2024 |

£ | £ |

| At start of the period | 1,066,371 |  | 1,059,121 |  |

| Interest transactions | 68,425 |  | 74,138 |  |

| At end of the period | 1,134,796 |  | 1,133,259 |  |

| The loan is provided to a company in which a director holds a 50% shareholding. An interest rate of 7% was applied and there are no set repayment terms.

| Other transactions with related parties

| Lease charges of £43,000 net of VAT (2024 £43,000) were charged by a Small Self Administered Pension Scheme of which a director of the company is a trustee and beneficiary. Rent is payable by the company to the scheme in respect of properties owned by the scheme.

24. | ULTIMATE CONTROLLING PARTY

| The ultimate controlling party is The Stuart Anthony Family Trust 2023, due to their shareholding in the ultimate parent company, Southtown Holdings Limited.