REGISTERED NUMBER: 04406814 (England and Wales)

SOUTHTOWN INVESTMENT COMPANY LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTOR:

S Anthony

SECRETARY:

R E Anthony

REGISTERED OFFICE:

Bridge Motorcycles, Alphinbrook Road

Marsh Barton

Tradi

Exeter

Devon

EX2 8RG

REGISTERED NUMBER:

04406814 (England and Wales)

AUDITORS:

WP Audit Services LLP

Chartered Accountant & Statutory Auditor

Chancery House

30 St Johns Road

Woking

Surrey

GU21 7SA

The director presents his strategic report for the year ended 31 December 2025.

REVIEW OF BUSINESS

The trading subsidiary of the Group is Bridge Motorcycles Limited. The success of the Group is fully derived from this company. The franchises operated in the period included Honda, Kawasaki, Suzuki and Triumph.

Bridge Motorcycles has enjoyed another successful year.

Comparing this current year results with the preceding 12 months, 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 trading subsidiary'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 trading subsidiary is stock turnover days, which have decreased by 30 days to a total of 107 (2024: 137).

PRINCIPAL RISKS AND UNCERTAINTIES

Given the nature of the product, demand is heavily influenced by weather conditions an external risk that is beyond the company’s control. The directors have 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 company 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 directors to assess liquidity risk as low.

ON BEHALF OF THE BOARD:

R E Anthony - Secretary

13 July 2026

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

PRINCIPAL ACTIVITY

The company was dormant for the year under review.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £4,224,245.

DIRECTOR

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

RESTRUCTURE

During the year the group structure has been amended, and the company's investment in its subsidiary has been transferred to its parent company via a dividend in specie.

In order to enable this, the company's share premium account was cancelled to retained earnings in the year.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company'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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

R E Anthony - Secretary

13 July 2026

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

The company has ceased to trade and is now dormant, having disposed of the investment in its subsidiary.

The assets and liabilities remaining on the Balance Sheet have been reviewed and are confirmed to approximate to Fair Value. Had the accounts been prepared on the break up basis, there would be no material changes to the figures reported.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern with respect to their ability to meet liabilities as they fall due 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or

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

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

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, 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 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 company or to cease operations, or has no realistic alternative but to do so.

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 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, albeit this risk is considered low as the only income recorded relates to dividends from subsidiaries.

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.

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 standard 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

TURNOVER

-

-

OPERATING PROFIT

5

-

-

Income from shares in group undertakings

750,000

1,610,000

PROFIT BEFORE TAXATION

750,000

1,610,000

Tax on profit

6

-

-

PROFIT FOR THE FINANCIAL YEAR

750,000

1,610,000

PROFIT FOR THE YEAR

750,000

1,610,000

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

750,000

1,610,000

FIXED ASSETS

Investments

8

-

3,000,000

CURRENT ASSETS

Debtors

9

952

2,135,237

CREDITORS

Amounts falling due within one year

10

-

1,660,040

NET CURRENT ASSETS

952

475,197

TOTAL ASSETS LESS CURRENT LIABILITIES

952

3,475,197

CAPITAL AND RESERVES

Called up share capital

11

952

952

Share premium

12

-

905,746

Retained earnings

12

-

2,568,499

SHAREHOLDERS' FUNDS

952

3,475,197

The financial statements were approved by the director and authorised for issue on 13 July 2026 and were signed by:

S Anthony - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

952

2,568,499

905,746

3,475,197

Changes in equity

Dividends

-

(1,610,000

)

-

(1,610,000

)

Total comprehensive income

-

1,610,000

-

1,610,000

Balance at 31 December 2024

952

2,568,499

905,746

3,475,197

Changes in equity

Cancellation of share premium

-

905,746

(905,746

)

-

Dividends

-

(4,224,245

)

-

(4,224,245

)

Total comprehensive income

-

750,000

-

750,000

Balance at 31 December 2025

952

-

-

952

1.	STATUTORY INFORMATION

Southtown Investment Company 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 Company 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 company is now dormant, after disposing of the investment in its subsidiary in the year.

It is expected that in the coming 12 months the company will be demerged from the group and struck off, as it is no longer required. If the company is struck of in the next 12 months, this would be via a Director's solvent voluntary liquidation. There would be no liabilities owing that could not be settled.

The Balance Sheet of the company has minimal balances remaining. The Director has assessed the impact of preparing the financial statements on a break-up basis and concluded that there would be no impact on the Profit and Loss Account or Balance Sheet. This is because all assets and liabilities are already recognised and measured at an appropriate realisable value, given their nature.

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows.

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 companies within the group.

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.

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).

Provisions for liabilities

Provisions are recognised when the company 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.

Dividends

Dividends are recognised when they become legally payable.

Debtors

Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2025 nor for the year ended 31 December 2024.

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

2025

2024

Administrative

2

2

The director and secretary are remunerated from elsewhere in the group.

2025

2024

£

£

Director's remuneration

-

-

5.	OPERATING PROFIT

No auditors remuneration is reported in the Profit and Loss Account, because this is incurred by Bridge Motorcycles Ltd, a fellow group company.

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024.

7.

DIVIDENDS

2025

2024

£

£

Interim

4,224,245

1,610,000

8.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

3,000,000

Disposals

(3,000,000

)

At 31 December 2025

-

NET BOOK VALUE

At 31 December 2025

-

At 31 December 2024

3,000,000

During the year, the entire investment held in Bridge Motorcycles Limited, totalling £3,000,000 was disposed of at cost to the parent company, Southtown Holdings Limited, as part of a group simplification exercise.

Following this disposal, the Company no longer holds any investments in subsidiary undertakings and has therefore ceased to be a parent company.

There are plans to strike-off the Company within the 2026 year as it is no longer required. There are no going concern issues arising as a result of these plans, as the company is dormant.

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed by group undertakings

952

2,135,237

Amounts owed by group undertakings are unsecured, interest free and have no set terms of repayment.

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Amounts owed to group undertakings

-

1,660,040

Amounts owed to group undertakings are unsecured, interest free and have no set terms of repayment.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2025

2024

value:

£

£

952

Ordinary

£1

952

952

These shares have attached to them voting rights, dividend rights and capital distribution (including on winding up) rights, they do not confer any right of redemption.

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2025

2,568,499

905,746

3,474,245

Profit for the year

750,000

750,000

Dividends

(4,224,245

)

(4,224,245

)

Cancellation of share premium

905,746

(905,746

)

-

At 31 December 2025

-

-

-

During the year the Company has cancelled the entire balance of its share premium account, amounting to £905,746. This balance has then been credited to retained earnings.

13.	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.

The consolidated accounts of Southtown Holdings Limited of Bridge Motorcycles, Alphinbrook Road, Marsh Barton, Exeter, Devon, EX2 8RG are available from Companies House, Crown Way, Cardiff.