Company registration number 15824436 (England and Wales)
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
GROUP ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
C M McCarthy
(Appointed 8 July 2024)
C Roper
(Appointed 8 July 2024)
Company number
15824436
Registered office
Oldham Central Trading Park
Coulton Close
Off Cromford Street
Oldham
Lancashire
OL1 4EB
Senior statutory auditor
Jason Allcroft BA BFP FCA
Auditor
Chadwick and Company (Manchester) Limited
Chartered Accountants
Statutory Auditors
Capital House
272 Manchester Road
Droylsden
Manchester
M43 6PW
Business address
Oldham Central Trading Park
Coulton Close
Off Cromford Street
Oldham
Lancashire
OL1 4EB
OL1 4EB
Bankers
Barclays Bank plc
Commercial Street
Sheffield
S1 2AT
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 36
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 JULY 2025
- 1 -

The directors present the strategic report for the period ended 31 July 2025.

Review of the business

The company was incorporated on 8 July 2024 so as to facilitate the acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd. On 8 July 2024, 70 Ordinary 'B' shares of £1 each were issued at par value to the group's ultimate controlling party, Mr C Roper and to establish his shareholding in the company.

On 14 August 2024, 30 Ordinary 'A' shares of £1 each were allotted in the company as part of the consideration due under a share purchase agreement to which the company acquired the entire issued share capital of McCarthy Shanks Limited, which became the company's wholly owned subsidiary undertaking. McCarthy Shanks Limited controls its subsidiary undertaking, Supertune Automotive Ltd, which is the only trading company within the group.

On 4 April 2025, the company acquired a 50% shareholding in Antons UK Limited as part of its growth strategy thereby increasing the group's presence in the Merseyside area.

Following the re-organisation of the business and the acquisition of Antons UK Limited, t he director s are pleased to announce that the group continued to perform in line with the owners’ expectations during the period.

The turnover of the group's subsidiary undertaking has increased during the period to £25.67 million (2024: £24.69 million) due to increasing demand from existing customers as well as taking on new customers in the period. The directors continue to review the impact of the current economic and political climate at the local, national, and global levels on the business and then take the appropriate measures to mitigate any such impact.

In a time of increasing raw material and labour cost charges, the group's gross profit margin has remained relatively consistent with the previous year. The directors continue to monitor and tightly control the cost of purchase s of direct supplies. Administrative o verhead s remain stable and are consistent with the previous year. The group continues to operate well within its agreed banking facilities. The group benefits from low staff turnover and continues to promote new skills where necessary, at the same time investing in Health and Safety with a resultant excellent record on accidents.

At the year end, the group had shareholders’ funds of £5.35 million including distributable reserves of £921,000. The directors consider the results for the period and the financial position at the year end to be satisfactory and expect to see continued growth in the foreseeable future.

Principal risks and uncertainties

The directors perceive that inflationary pressures on the costs of the merchandise it supplies and a rising cost base in general as the key risk facing the group. To mitigate this risk, the directors continue to monitor and control costs whilst continuing to source products at competitive prices.

The group believes that the key risk to the business is the general economic climate. However, the directors see this risk is mitigated to a certain extent by its excellent reputation and the quality of the products it supplies.

The group in general operates in a competitive market. By continuing to focus on customer service, the directors believe they will not only mitigate any such risks, but achieve continuing growth going forward.

Interest rate risk

The group's funding is principally via invoice discounting which attracts interest at a variable rate. Thus debt costs and cash flow can be affected by the movements in interest rates. The group's funding is also generated from its operations which has enabled it to facilitate the funding of the company's acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd.

Liquidity risk

The group manages its cash and borrowing requirements in order to minimise interest expense, and ensure there are sufficient liquid resources to meet day to day business needs.

Credit risk

Trade debtors are monitored on an ongoing basis to manage credit risk.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 2 -
Development and performance

The group continues to exploit its reputation in the market and looks to the future with confidence.

On behalf of the board

C M McCarthy
Director
22 June 2026
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JULY 2025
- 3 -

The directors present their annual report and financial statements for the period ended 31 July 2025.

Incorporation and principal activities

The company was incorporated on 8 July 2024. On that date, 70 Ordinary 'B' shares of £1 each were issued at par value to establish the share capital of the company.

On 14 August 2024, 30 Ordinary 'A' shares of £1 each were allotted as part of the consideration due under a share purchase agreement to which the company acquired the entire issued share capital of the McCarthy Shanks Limited, which became the company's subsidiary undertaking.

On 12 February 2025, 1 Ordinary 'C' share of £1 each was issued at par value to provide additional working capital.

The principal activity of the company is that of the ultimate holding company of a group that of the wholesale of automotive refinishing products to trade.

Results and dividends

The results for the period are set out on page 9.

Ordinary dividends were paid amounting to £251,104. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

C M McCarthy
(Appointed 8 July 2024)
C Roper
(Appointed 8 July 2024)
Auditor

Chadwick and Company (Manchester) Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 4 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
C M McCarthy
Director
22 June 2026
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Supertune Automotive Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 July 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 July 2025 and of the group's profit for the period 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.

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 course of 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.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

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

- T he information given in the strategic report and the directors' r eport for the financial period for which the financial statements are prepared is consistent with the financial statements; and

- The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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:

- 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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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 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 directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 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.

Our objectives are also to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the group financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
- 7 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We considered and updated our knowledge of the company's specific industry and its regulatory environment, and reviewed the company's documentation surrounding the policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities. Based on this understanding, we identified and assessed the risks of material misstatement in the financial statements and designed and performed audit procedures in response to those risks.

We identified the key laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, the most significant of these are The Hazardous Waste (England and Wales) Regulations 2005, Health and Safety At Work Act 1974 and the UK Companies Act 2006. We also gained knowledge of the legal and regulatory frameworks which do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified

The audit engagement team were made aware of the potential opportunities and incentives that may exist within the company for fraudulent activity and how and where fraud might occur or be concealed within the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other manual adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, we designed procedures which included:

- enquiring of management and those charged with governance concerning actual and potential litigation and claims and any known instances of non-compliance with laws and regulations;

- assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry or inspection;

- reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- performing detailed audit work on areas identified as being susceptible to management bias and override of controls, such as provisions, estimates and journal entries, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of bias;

- performing analytical procedures to identify any unusual relationships that may indicate a risk of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
- 8 -

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.

Jason Allcroft BA BFP FCA (Senior Statutory Auditor)
For and on behalf of Chadwick And Company (Manchester) Limited
Chartered Accountants
Statutory Auditors
Capital House
272 Manchester Road
Droylsden
Manchester
M43 6PW
23 June 2026
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JULY 2025
- 9 -
Period
ended
31 July
2025
Notes
£
Turnover
3
25,668,837
Cost of sales
(17,798,234)
Gross profit
7,870,603
Administrative expenses
(6,003,380)
Operating profit
4
1,867,223
Interest receivable and similar income
8
60,953
Interest payable and similar expenses
9
(56)
Profit before taxation
1,928,120
Tax on profit
10
(735,735)
Profit for the financial period
25
1,192,385
Profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 JULY 2025
31 July 2025
- 10 -
2025
Notes
£
£
Fixed assets
Goodwill
12
7,247,339
Tangible assets
13
925,926
Investments
14
41,232
8,214,497
Current assets
Stocks
17
2,156,636
Debtors
18
5,637,648
Cash at bank and in hand
2,982,118
10,776,402
Creditors: amounts falling due within one year
19
(7,904,714)
Net current assets
2,871,688
Total assets less current liabilities
11,086,185
Creditors: amounts falling due after more than one year
20
(5,547,928)
Provisions for liabilities
Deferred tax liability
22
191,705
(191,705)
Net assets
5,346,552
Capital and reserves
Called up share capital
24
101
Other reserves
25
4,424,970
Profit and loss reserves
25
921,481
Total equity
5,346,552

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 22 June 2026 and are signed on its behalf by:
22 June 2026
C M McCarthy
C Roper
Director
Director
Company registration number 15824436 (England and Wales)
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 JULY 2025
31 July 2025
- 11 -
2025
Notes
£
£
Fixed assets
Investments
14
14,858,925
14,858,925
Current assets
Debtors
18
71
Creditors: amounts falling due within one year
19
(4,885,997)
Net current liabilities
(4,885,926)
Total assets less current liabilities
9,972,999
Creditors: amounts falling due after more than one year
20
(5,547,928)
Net assets
4,425,071
Capital and reserves
Called up share capital
24
101
Other reserves
25
4,424,970
Total equity
4,425,071

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £251,104.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 22 June 2026 and are signed on its behalf by:
22 June 2026
C M McCarthy
C Roper
Director
Director
Company registration number 15824436 (England and Wales)
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2025
- 12 -
Share capital
Other reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 8 July 2024
-
-
-
-
Period ended 31 July 2025:
Profit and total comprehensive income
-
-
1,192,385
1,192,385
Issue of share capital
24
101
-
-
101
Dividends
11
-
-
(270,904)
(270,904)
Merger relief reserve arising on issue of shares
-
4,424,970
-
4,424,970
Balance at 31 July 2025
101
4,424,970
921,481
5,346,552
The other reserve relates to a merger relief reserve arising on the acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd.
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JULY 2025
- 13 -
Share capital
Other reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 8 July 2024
-
-
-
-
Period ended 31 July 2025:
Profit and total comprehensive income
-
-
251,104
251,104
Issue of share capital
24
101
-
-
101
Dividends
11
-
-
(251,104)
(251,104)
Merger relief reserve arising on issue of shares
-
4,424,970
-
4,424,970
Balance at 31 July 2025
101
4,424,970
-
0
4,425,071
The other reserve relates to a merger relief reserve arising on the acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd.
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 JULY 2025
- 14 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
32
4,295,237
Interest paid
(56)
Income taxes paid
(625,665)
Net cash inflow from operating activities
3,669,516
Investing activities
Purchase of tangible fixed assets
(375,563)
Proceeds from disposal of tangible fixed assets
58,249
Purchase of subsidiaries, net of cash acquired
(7,040,904)
Purchase of joint ventures
(35,175)
Interest received
54,897
Net cash used in investing activities
(7,338,496)
Financing activities
Proceeds from borrowings
10,325,000
Repayment of borrowings
(3,402,998)
Dividends paid to equity shareholders
(270,904)
Net cash generated from financing activities
6,651,098
Net increase in cash and cash equivalents
2,982,118
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
2,982,118
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JULY 2025
- 15 -
1
Accounting policies
Company information

Supertune Automotive Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Oldham Central Trading Park, Coulton Close, Off Cromford Street, Oldham, Lancashire, OL1 4EB.

The group consists of Supertune Automotive Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The financial statements are the company's first financial statements from its date of incorporation to its first accounting period end of 31 July 2025. This period is longer than one year.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

1.3
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 16 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Supertune Automotive Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 July 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 17 -
1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and machinery
25% per annum reducing balance
Fixtures and fittings
25% per annum reducing balance
Motor vehicles
25% per annum reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The unlisted investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in or .

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 18 -
1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 19 -
Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 20 -
1.14
Equity instruments

Ordinary shares are classified as equity. The Ordinary 'B' shares of £1 each are entitled to one vote in any circumstances. Each Ordinary 'B' share is equally entitled to a distribution of dividends and a distribution of capital.

The rights of the Ordinary 'A' shares of £1 each are specifically provided in the Articles of Association of the company and shall rank pari passu with the Ordinary 'B' shares. No dividends or other distributions shall be declared, made or paid without shareholder consent, that being, the prior written consent of the holder(s) for the time being of not less than 50% by nominal value of all 'A' shares and not less than 50% by nominal value of all 'B' shares.

The Ordinary 'C' shares shall have no voting rights, nor any right to receive notice of or attend any general meetings; article 10.1 shall to the 'C' shares in respect of dividends or other distributions; they shall carry no rights on any return of capital, liquidation or otherwise; any holder of the 'C' shares shall transfer them to the company (or to the 'A' shareholder) for £1 per share if given notice by the 'A' shareholder and if such transfer is not executed within ten business days, the holders of the 'C' shares hereby appoint the 'A' shareholder as attorney to execute the relevant transfer(s) on their behalf.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
1
Accounting policies
(Continued)
- 21 -
1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.20

Invoice discounting

Amounts due in respect of invoice discounting are separately disclosed as current liabilities. The company can use these facilities to draw down a percentage of the value of certain sales invoices. The management and collection of trade receivables remains with the company.

2
Judgements and key sources of estimation uncertainty

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

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

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provisions

Stock lines are provided for by senior management based on known discontinued stock lines of those known to be overvalued and for stock items classified as slow moving.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 22 -
3
Turnover and other revenue
2025
£
Turnover analysed by class of business
Wholesale of automotive refinishing products
25,668,837
2025
£
Turnover analysed by geographical market
United Kingdom
25,668,837
2025
£
Other revenue
Interest income
54,897
4
Operating profit
2025
£
Operating profit for the period is stated after charging/(crediting):
Exchange gains
(108,911)
Depreciation of owned tangible fixed assets
246,391
Loss on disposal of tangible fixed assets
93,381
Amortisation of intangible assets
806,273
Operating lease charges
299,388
5
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
4,500
Audit of the financial statements of the company's subsidiaries
23,000
27,500
For other services
Taxation compliance services
1,500
All other non-audit services
7,560
9,060
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 23 -
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2025
2025
Number
Number
Management
10
2
87
-
Total
97
2

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
2,848,183
-
0
Social security costs
315,123
-
Pension costs
230,048
-
0
3,393,354
-
0
7
Directors' remuneration
2025
£
Remuneration for qualifying services
34,370
Company pension contributions to defined contribution schemes
50,000
84,370

As total directors' remuneration was less than £200,000 in the current period, no disclosure is provided for either period in respect of the highest paid director.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 24 -
8
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
52,260
Other interest income
2,637
Total interest revenue
54,897
Income from fixed asset investments
Income from participating interests - joint ventures
6,056
Total income
60,953
9
Interest payable and similar expenses
2025
£
Other interest
56
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 25 -
10
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
734,678
Deferred tax
Origination and reversal of timing differences
1,057
Total tax charge
735,735

The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:

2025
£
Profit before taxation
1,928,120
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
482,030
Tax effect of expenses that are not deductible in determining taxable profit
48,137
Tax effect of income not taxable in determining taxable profit
(1,514)
Permanent capital allowances in excess of depreciation
6,239
Amortisation on assets not qualifying for tax allowances
200,843
Taxation charge
735,735

Group

The group has capital losses amounting to £49,208 to carry forward and offset against any future capital gains that may arise.

11
Dividends
2025
Group - Recognised as distributions to equity holders:
£
Interim paid
270,904
2025
Company - Recognised as distributions to equity holders:
£
Interim paid
251,104
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 26 -
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 8 July 2024
-
0
Additions - separately acquired
8,033,729
Additions - acquired on acquisition of subsidiary undertakings
58,000
At 31 July 2025
8,091,729
Amortisation and impairment
At 8 July 2024
-
0
Amortisation charged for the period
806,273
Accumulated amortisation acquired on acquisition of subsidiary undertakings
38,117
At 31 July 2025
844,390
Carrying amount
At 31 July 2025
7,247,339
The company had no intangible fixed assets at 31 July 2025.
13
Tangible fixed assets
Group
Plant and machinery
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 8 July 2024
-
0
-
0
-
0
-
0
Additions
10,181
13,074
352,308
375,563
Disposals
-
0
-
0
(287,929)
(287,929)
On acquisition of subsidiary undertakings
592,085
479,887
842,426
1,914,398
At 31 July 2025
602,266
492,961
906,805
2,002,032
Depreciation and impairment
At 8 July 2024
-
0
-
0
-
0
-
0
Depreciation charged in the period
32,348
37,105
176,938
246,391
Eliminated in respect of disposals
-
0
-
0
(136,299)
(136,299)
On acquisition of subsidiary undertakings
479,192
335,451
151,371
966,014
At 31 July 2025
511,540
372,556
192,010
1,076,106
Carrying amount
At 31 July 2025
90,726
120,405
714,795
925,926
The company had no tangible fixed assets at 31 July 2025.
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 27 -
14
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
15
-
0
14,823,750
Investments in joint ventures
16
41,231
35,175
Unlisted investments
1
-
0
41,232
14,858,925
Movements in fixed asset investments
Group
Shares in joint ventures
Other investments
Total
£
£
£
Cost or valuation
At 8 July 2024
-
-
-
Additions
35,175
-
35,175
On acquisition of subsidiary undertakings
-
1
1
Share of profit or loss on joint venture
6,056
-
6,056
At 31 July 2025
41,231
1
41,232
Carrying amount
At 31 July 2025
41,231
1
41,232
Movements in fixed asset investments
Company
Shares in subsidiaries and joint ventures
£
Cost or valuation
At 8 July 2024
-
Additions
14,858,925
At 31 July 2025
14,858,925
Carrying amount
At 31 July 2025
14,858,925
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 28 -
15
Subsidiaries

Details of the company's subsidiaries at 31 July 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
McCarthy Shanks Limited
England & Wales
Intermediate holding company
Ordinary
100.00
-
Supertune Automotive Ltd.
England & Wales
Wholesale of automotive refinishing products
Ordinary
0
100.00

The registered office address of both McCarthy Shanks Limited and Supertune Automotive Ltd is Oldham Central Trading Park, Coulton Close, Off Cromford Street, Oldham, Lancashire, OL1 4EB.

16
Joint ventures

Details of joint ventures at 31 July 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Antons UK Limited
England & Wales
Retail and distribution of paints
Ordinary 'A'
50.00

Following the company acquiring a 50% shareholding in Antons UK Limited, the financial period end of that company was changed from 31 October to 31 July so as to be co-terminus with that of Supertune Automotive Holdings Limited.

The registered office address of Antons UK Limited is Unit 1, 480 Hawthorne Road, Bootle, Liverpool, L20 9PP.

The group share of profits of Antons UK Limited is £6,056.

17
Stocks
Group
Company
2025
2025
£
£
Finished goods and goods for resale
2,156,636
-
0

A reversal of an impairment loss amounting to £20,756 was recognised in cost of sales against stock during the year due to slow moving and obsolete stock.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 29 -
18
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
5,138,251
-
0
Other debtors
28,563
71
Prepayments and accrued income
214,743
-
0
5,381,557
71
Amounts falling due after more than one year:
Trade debtors
256,091
-
0
Total debtors
5,637,648
71
19
Creditors: amounts falling due within one year
Group
Company
2025
2025
Notes
£
£
Other borrowings
21
1,374,074
1,374,074
Trade creditors
3,707,407
-
0
Amounts owed to group undertakings
-
0
3,511,923
Corporation tax payable
402,453
-
0
Other taxation and social security
445,478
-
0
Other creditors
1,301,107
-
0
Accruals and deferred income
674,195
-
0
7,904,714
4,885,997
20
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Other borrowings
21
5,547,928
5,547,928
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 30 -
21
Loans and overdrafts
Group
Company
2025
2025
£
£
Other borrowings
6,922,002
6,922,002
Payable within one year
1,374,074
1,374,074
Payable after one year
5,547,928
5,547,928

The other borrowings relate to deferred consideration payable to the former shareholders of McCarthy Shanks Limited following the company's acquisition of that company and its subsidiary undertaking on 14 August 2024.

Other borrowings are secured by a composite guarantee and debenture dated 14 August 2024 in favour of Mr C.M. McCarthy and Mrs G.E. McCarthy which is secured by fixed and floating charges on the premises and all properties, plant and machinery, fixtures, motor vehicles and goodwill or undertaking of Supertune Automotive Ltd (see note 26).

22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2025
Group
£
Accelerated capital allowances
191,705
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the period:
£
£
As at 8 July 2024
-
-
Charge to profit or loss
1,057
-
On acquisition of subsidiary undertakings
190,648
-
Liability at 31 July 2025
191,705
-
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 31 -
23
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
230,048

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary 'A' shares of £1 each
30
30
Ordinary 'B' shares of £1 each
70
70
Ordinary 'C' shares of £1 each
1
1
101
101

The company was incorporated on 8 July 2024. On that date, 70 Ordinary 'B' shares of £1 each were issued at par value to establish the share capital of the company.

On 14 August 2024, 30 Ordinary 'A' shares of £1 each were allotted as part of the consideration due under a share purchase agreement to which the company acquired the entire issued share capital of the McCarthy Shanks Limited, which became the company's subsidiary undertaking.

On 12 February 2025, 1 Ordinary 'C' share of £1 each was issued to provide additional working capital.

Rights of shares

The Ordinary 'B' shares of £1 each are entitled to one vote in any circumstances. Each Ordinary 'B' share is equally entitled to a distribution of dividends and a distribution of capital.

The rights of the Ordinary 'A' shares of £1 each are specifically provided in the Articles of Association of the company and shall rank pari passu with the Ordinary 'B' shares. No dividends or other distributions shall be declared, made or paid without shareholder consent, that being, the prior written consent of the holder(s) for the time being of not less than 50% by nominal value of all 'A' shares and not less than 50% by nominal value of all 'B' shares.

The Ordinary 'C' shares shall have no voting rights, nor any right to receive notice of or attend any general meetings; article 10.1 shall to the 'C' shares in respect of dividends or other distributions; they shall carry no rights on any return of capital, liquidation or otherwise; any holder of the 'C' shares shall transfer them to the company (or to the 'A' shareholder) for £1 per share if given notice by the 'A' shareholder and if such transfer is not executed within ten business days, the holders of the 'C' shares hereby appoint the 'A' shareholder as attorney to execute the relevant transfer(s) on their behalf.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 32 -
25
Reserves
Own shares

Called up share capital represents the number of shares that have been issued.

Other reserve

The other reserve relates to a merger relief reserve arising on the acquisition of McCarthy Shanks Limited and its subsidiary undertaking, Supertune Automotive Ltd.

Profit and loss reserves

Profit and loss reserves includes all current and prior period retained profit and losses.

26
Acquisition of a business

On 14 August 2024 the group acquired one hundred percent of the issued capital of McCarthy Shanks Limited and its subsidiary undertaking Supertune Automotive Ltd, a group whose primary activity is the wholesale of automotive refinishing products to the trade, for a total consideration of £14,823,750 (including the issue of 30 Ordinary 'A' shares of £1 each in the company).

The company has recorded the investment at the fair value of the total consideration. The excess of the part consideration over the nominal value of the shares issued has been credited to a merger relief reserve, in accordance with section 612 of the Companies Act 2016.

The acquisition has been accounted for under the acquisition method. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the group.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
19,883
-
19,883
Property, plant and equipment
948,384
-
948,384
Investments
1
-
1
Inventories
2,358,827
-
2,358,827
Trade and other receivables
5,115,564
-
5,115,564
Cash and cash equivalents
3,357,846
-
3,357,846
Trade and other payables
(4,125,320)
-
(4,125,320)
Tax liabilities
(694,516)
-
(694,516)
Deferred tax
(190,648)
-
(190,648)
Total identifiable net assets
6,790,021
-
6,790,021
Goodwill
8,033,729
Total consideration
14,823,750
SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
26
Acquisition of a business
(Continued)
- 33 -
The consideration was satisfied by:
£
Cash
2,073,750
Issue of shares
4,425,000
Deferred consideration
8,325,000
14,823,750
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
25,668,837
Profit after tax
1,989,702

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the subsidiary undertakings products in new markets.

27
Financial commitments, guarantees and contingent liabilities

Group

There is a cross guarantee dated 29 July 2020 in place between Supertune Automotive Ltd and its immediate parent company, McCarthy Shanks Limited. As at 31 July 2025, the amount guaranteed was £nil (2024: £nil).

Group and company

There is also a cross guarantee dated 29 August 2024 in place between Supertune Automotive Ltd, its immediate parent company, McCarthy Shanks Limited and its ultimate parent company, Supertune Automotive Holdings Limited. As at 31 July 2025, the amount guaranteed was £nil.

There is also a composite guarantee and debenture dated 14 August 2024 in favour of Mr C.M. McCarthy and Mrs G.E. McCarthy which is secured by fixed and floating charges on the premises and all properties, plant and machinery, fixtures, motor vehicles and goodwill or undertaking of Supertune Automotive Ltd.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 34 -
28
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2025
£
£
Within one year
259,221
-
Between two and five years
603,395
-
In over five years
103,433
-
966,049
-
29
Events after the reporting date

On 14 April 2026, the company acquired a further 30% in the issued voting share capital of its joint venture, Antons UK Limited, thereby increasing its shareholding in the voting capital to 80% and thus becoming the controlling party,

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 35 -
30
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
£
Aggregate compensation
503,767
Transactions with related parties

Group

The group via its subsidiary undertaking, Supertune Automotive Ltd, holds an unlisted investment in a company incorporated in England and Wales. During the year, Supertune Automotive Ltd made purchases from this company amounting to £146,359 (2024: £254,047) on normal commercial terms. As at 31 July 2025, Supertune Automotive Ltd owed the company £24,818 (2024: £nil) which is included in trade creditors.

During the year, Supertune Automotive Ltd made sales to the company amounting to £141,367 (2024: £111,467). Supertune Automotive Ltd also made rebates to the company amounting to £20,961 (2024: £36,995) during the year. As at 31 July 2025, a balance of £51,939 (2024: £21,756) was owed to Supertune Automotive Ltd.

With effect from 4 April 2025, Supertune Automotive Holdings Limited, acquired a 50% shareholding in a company incorporated in England and Wales. During the period post acquisition, Supertune Automotive Ltd made purchases from this company amounting to £17,270 on normal commercial terms. As at 31 July 2025, Supertune Automotive Ltd owed the company £15,258 which is included in trade creditors.

During the period post acquisition, Supertune Automotive Ltd made sales to the company amounting to £67,323. As at 31 July 2025, a balance of £64,463 was owed to Supertune Automotive Ltd.

During the year, Supertune Automotive Ltd sold a vehicle to the company for £10,000. The balance outstanding at 31 July 2025 was £12,000.

The group has taken advantage of the exemption under the Financial Reporting Standard 102 Section 33.1A from disclosing any transactions with group entities which are consolidated in the group financial statements of Supertune Automotive Holdings Limited.

Company

Included in creditors: amounts falling due within one year are amounts owed to group undertakings amounting to £3,511,923. The loans are unsecured and repayable on demand.

The company has taken advantage of the exemption under the Financial Reporting Standard 102 Section 33.1A from disclosing any transactions with group entities which are consolidated in the group financial statements of Supertune Automotive Holdings Limited.

31
Controlling party

The ultimate controlling party of Supertune Automotive Holdings Limited is Mr C Roper due to his majority shareholding in the share capital of the company.

SUPERTUNE AUTOMOTIVE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JULY 2025
- 36 -
32
Cash generated from group operations
2025
£
Profit after taxation
1,192,385
Adjustments for:
Taxation charged
735,735
Finance costs
56
Investment income
(60,953)
Loss on disposal of tangible fixed assets
93,381
Amortisation and impairment of intangible assets
806,273
Depreciation and impairment of tangible fixed assets
246,391
Movements in working capital:
Decrease in stocks
202,191
Increase in debtors
(522,013)
Increase in creditors
1,601,791
Cash generated from operations
4,295,237
33
Analysis of changes in net debt - group
8 July 2024
Cash flows
Acquisitions and disposals
31 July 2025
£
£
£
£
Cash at bank and in hand
-
(375,728)
3,357,846
2,982,118
Borrowings excluding overdrafts
-
(6,922,002)
-
(6,922,002)
-
(7,297,730)
3,357,846
(3,939,884)
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