Southco Manufacturing Limited

​Directors

Daniel Bush
Philip Kempson
Rosalind Spinage

Introduction

The Directors present their strategic report for the year ended 31 December 2025.

Business review

The Company is a wholly owned subsidiary of Touchpoint Inc. which is incorporated in the United States of America, and operates as part of the group's European division.

The Company's principal activities are the manufacturing, sale and distribution of access hardware equipment predominantly in the European marketplace. The Company has one branch that operates outside of the UK, situated in the Czech Republic.

The Directors are not aware, at the date of this report, of any likely major changes to the Company's activities in the next year.

The Statement of financial position in these financial statements shows the Company's financial position at the year ended 31 December 2025.

Principal risks and uncertainties

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

The movements in key performance indicators are in line with management expectations based on company performance for the year ended 31 December 2025, with improved margins and returns on equity. Movement in debtor and creditor days has been consistent and the Company continue to balance the granting of credit terms for customers in excess of payment terms with suppliers with supporting the growth of the business. 

The Directors have acted in the way that they considered, in good faith, would be most likely to promote the success of the Company for the benefit of its member as a whole and this section forms our Section 172 disclosure, describing how, in doing so, the Directors considered the matters set out in section 172(1)(a) to (f) of the Companies Act 2006. The Directors also took into account the views and interests of a wider set of stakeholders, including customers, suppliers, employees and Regulators.

The Directors have acted in a way that they considered, in good faith, to be most likely to promote the success of the Company for the benefit of its member as a whole, and in doing so had regard, amongst other matters, to:

• the likely consequences of any decision in the long term;

• the need to foster the Company’s business relationships with suppliers, customers and others;

• the impact of the Company’s operations on the community and the environment;

• the impact of the Company’s operations on the Company’s employees;

• the desirability of the Company maintaining a reputation for high standards of business conduct.

In addition, the Company exists within the wider TouchPoint Inc. Group and relationships with other Group companies including the Company’s shareholder, Southco International Inc. are key to the Company’s success.

This report was approved by the board and signed on its behalf:

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

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

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

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

The Directors​ who served during the year:

Daniel Bush

Philip Kempson

Rosalind Spinage

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

Business review, principal risks and uncertainties facing the Company and key performance indicators have been included in the strategic report. In addition, the s172 declaration is contained in the strategic report.

The profit for the year, after taxation, amounted to £3,085,000 (2024 : loss £6,661,000). A dividend of £14,624,000 was paid in the year (2024 : £5,878,299).

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

Following a review of forecasts, statement of comprehensive income and statement of financial position, the board is satisfied the Company has sufficient financial resources to meet its obligations as they fall due for a period of 12 months from the date of approval of these financial statements.

In addition to this, the Company has access to a group revolving credit facility managed by the parent company, TouchPoint Inc. In August 2022, the parent company amended and restated the credit facility to increase it to $400 million and extend its expiration date to August 2027. The Directors are comfortable that the parent company will remain in compliance with all covenants as part of this credit facility. A guarantee from Touchpoint Inc is obtained to cover any shortfall in Southco's cash position in the succeeding months to December 2027 and the Directors have satisfied themselves of TouchPoint Inc's ability to provide the support. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully and are further satisfied that the going concern basis is appropriate.

The directors anticipate the business environment will remain competitive. They believe that the company is in a good financial position and that the risks that have been identified are being well managed. With careful focus on existing markets and customers and development of new products, the directors are confident in the company's ability to maintain and build on this position. As in 2025, the company continues to be committed to research and development of new markets and product lines where this fits with strategic goals. 

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

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

Employees of the Company are key assets of the business. As a Company our policy is to demonstrate that all employees, regardless of role, seniority or where they are located, feel an integral and valued part of our business. Employee satisfaction and involvement underpins the success of the business.

The company seeks to maintain good business relationships with suppliers and customers and continues to engage with inter-company partners and others to foster a strong working relationship. 

Each of the persons who are Directors​​​ at the time when this Directors' report​​ is approved has confirmed that:

Under section 487(2) of the Companies Act 2006, Grant Thornton UK LLP​ will be deemed to have been reappointed as auditors​ 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board and signed on its behalf:

Date: 5 August 2026 

We have audited the financial statements of Southco Manufacturing Limited (the 'company') for the year ended 31 December 2025, which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice).

In Auditors' opinion:

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

We are responsible for concluding on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the auditor’s opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the company to cease to continue as a going concern.

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

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

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

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

Other information

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

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in auditors' opinion:

As explained more fully in the directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Use of our report

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

Sreekanth Gaddamanugu 

Senior statutory auditor

For and on behalf of Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Birmingham

5 August 2026

Date: 5 August 2026 

The notes 21 on to 47 form part of these financial statements.

Southco Manufacturing Limited is a private company limited by shares and incorporated in England and Wales. Its registered office is located at Touchpoint, Wainwright Road, Worcester, WR4 9FA.

The principal activity is the manufacturing, sale and distribution of access hardware equipment predominantly in the European marketplace.

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's​ accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

The Company's functional and presentational currency is the Pound Sterling. The financial statements are rounded to thousands.

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

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

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

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

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

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

Tooling services policy

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

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership to the lessee. If the lease does not transfer substantially all the risks and rewards incidental to ownership, it is classified as an operating lease. Lease classification is dependent on the substance of the transaction rather than the form of the contract. Classification is made at the inception of the lease and is not changed during the term of the lease unless both the lessee and lessor agree to change the provisions of the lease, at which point the classification is re-evaluated.

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

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

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

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

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

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

Defined contribution pension plan

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

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

Defined benefit pension plan

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

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

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

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

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

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

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

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

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

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

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

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

Investments in subsidiaries are measured at cost less accumulated impairment.

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

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

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

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

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

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accountingestimates. It also requires management to exercise judgement in applying the Company's accounting policies.
Management consider there to be no critical estimates.

An analysis of turnover by class of business is as follows:

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

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

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

During the year retirement benefits were accruing to 3 Directors (2024 - 3) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £390,876 (2024 - £439,000)

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £28,000 (2024 - £28,000)

The total accrued pension provision of the highest paid Director at 31 December 2025 amounted to £Nil (2024 - £Nil).

The amount of the accrued lump sum in respect of the highest paid Director at 31 December 2025 amounted to £Nil (2024 - £Nil).

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

Factors affecting tax for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25.00% (2024 - 25.00%). The differences are explained below:

Factors that may affect future tax changes

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

Included in the net book value of property disclosed above are the following amounts ascribable to land:

The following were subsidiary undertakings of the Company:

The carrying value of stocks are stated net of impairment losses totalling £74,081 (2024 - £110,416. Impairment losses / (gains) totalling £74,081 (2024 - £110,416) were recognised in the Statement of Comprehensive Income.

A credit of £51,118 (2024: credit £42,722) was recognised in administration expenses against trade debtors during the year as a result of a decrease in the bad debt provision. Amounts owed by group undertakings are unsecured, attract interest up to 3.0% and are repayable on demand.

The bank overdraft is part of a facility available to the Touchpoint Inc. group and is secured by a floating charge over certain assets of that group. 

Amounts owed to group undertakings are unsecured, attract interest at between 0 and 3% and are repayable on demand.

Secured loans 

A bank loan bears interest at a variable rate which was linked to LIBOR in 2021, but has since moved to the Euro Short-Term Rate (ESTR).

The bank loan is part of a facility available to the Touchpoint Inc. group and is secured by a floating charge over certain assets of that group.

The deferred tax balance is made up as follows:

The deferred tax asset is made up as follows:

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

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

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

During 2024, the Company received a claim from a customer in respect of some parts that were claimed to be faulty, and damages thereon. The Company believes that the parts were not used appropriately. The dispute is currently going through a legal process. Management, having taken legal advice, have assessed that the likelihood that the customer’s claim would succeed in court is less than probable but (acknowledging the inherent uncertainty in any legal dispute) is more than remote. It is the customer’s continued submission that they are owed approximately EUR 2.0 million. The Company expects the outcome of the dispute to be somewhere between zero and EUR 2.0 million, and made a provision at the lower end of this scale as a purely technical provision as part of the year end audit which is their best estimate of the settlement of the matter.