Southco Severn Ltd

​Directors

Daniel Bush
Philip Kempson
Rosalind Spinage

Introduction

The directors present their strategic report for the year end 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 activity is as a holding company. The company holds 99.99% of the share capital of Southco Brasil Componentes Industriais Ltda.

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.

Principal risks and uncertainties

Financial key performance indicators

The Directors do not apply KPI's to the performance of the Company, which is an investment holding company. The Directors monitor the performance of the Company's investments and the wider group and make appropriate decisions based on the results.

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

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 Director 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 Director 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 present​​ their​ report and the financial statements for the year ended 31 December 2025.

Directors' responsibilities statement​

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.

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 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 $400M 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 Southco Manufacturing Limited is obtained to cover any shortfall in the Company's cash position to December 2027 and the Directors have satisfied themselves of Southco Manufacturing Limited'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.

Results and Dividends

No dividends were paid in the year, or the preceding year.

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. 

Research and development

Directors​​​​​

The Directors​ who served during the year:

Daniel Bush

Philip Kempson

Rosalind Spinage

Future developments

The Directors believe that the company will continue to maintain its function as a holding company and that the risks that have been identified are being well managed.

The company has no suppliers or customers, but continues to engage with inter-company partners and to foster a strong working relationship.

Events since the balance sheet​ date

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

Date: 5 August 2026 

We have audited the financial statements of Southco Severn 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 our opinion the financial statements:

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

Matter 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:

As explained more fully in the directors' responsibilities statement set out on page 5, 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: 

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 

Date:5 August 2026

The financial statements were approved and authorised for issue by the board and were signed on its behalf by the Director:

Date: 5 August 2026 

The notes on pages 19 to 28 form part of these financial statements.

Southco Severn Limited is a private company limited by shares and is incorporated in England & Wales. The address of its registered office is Touch Point​, Wainwright Road​, ​, Warndon​, Worcester​.

The principal activity of the Company is as a Holding company.

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

The information is included in the consolidated financial statements of Touchpoint, Inc as at 31 December 2025 and these financial statements may be obtained from 2595 Interstate Dr., Ste. 103. Harrisburg, PA, 17110.

In forming their going concern assessment the Directors have obtained a letter of support from its immediate parent undertaking, Southco Manufacturing Limited, and from its ultimate parent company and ultimate controlling party, Touchpoint Inc, who have agreed to provide financial support to the Company for a period of 12 months from the approval of these financial statements. As a result of this the Directors have a reasonable expectation that Southco Severn Ltd has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Finance costs are charged to profit or loss 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.

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each Statement of Financial Position date. Gains and losses on remeasurement are recognised in profit or loss for the period.

Cash and cash equivalents include cash in hand, deposits with financial institutions repayable without penalty on notice of not more than 24 hours, other highly liquid investments that mature in no more than three months from the date of acquisition and bank overdrafts. Bank overdrafts, where applicable, are shown within 'Creditors: amounts due within one year'.

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, non-monetary items measured on a historical cost basis are translated using the exchange rate at the date of the transaction, and non-monetary items measured at fair value in a foreign currency are translated using the rate at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition are recognised in profit or loss for the year. Gains and losses relating to borrowings and cash and cash equivalents are presented within 'other finance income or finance costs', with all other foreign exchange gains and losses presented in 'other operating income or expenses'.

Where FRS 102 requires a gain or loss on a non-monetary item to be recognised in other comprehensive income, any exchange component of that gain or loss must also be recognised in other comprehensive income.

Tax is recognised in profit or loss except that a charge attributable to an item recognised in other comprehensive income or directly in equity. In this case, the tax is recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company ​operates​​ and generates​​ income.

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.

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.

Management consider there to be no critical estimates.

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

The audit fee in relation to services provided to Southco Severn Limited amounting to £17,614 (2024:£17,101) has been borne by its parent company Southco Manufacturing Limited. This includes expenses incurred in performing the audit. 

Factors affecting tax credit for the year

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

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.

Each year the value of the net investment in the Brazilian subsidiary is compared to its net assets revalued at the balance date. An impairment charge is then made to bring these two values into line.

Subsidiary undertaking

Cash and cash equivalents comprise cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Financial liabilities measured at amortised cost comprise amounts owed to group undertakings.

Reserves represent current year profits and the accumulation of historic profits, net of dividends paid, of which there are nil for both 2025 and 2024.