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REGISTERED NUMBER: 13143228 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 October 2024

for

ATB 2021 TOPCO LIMITED

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)






Contents of the Consolidated Financial Statements
for the year ended 31 October 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Statement of Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 19


ATB 2021 TOPCO LIMITED

Company Information
for the year ended 31 October 2024







DIRECTORS: N Hawyes
A I Savery
C Reid
M Scaife



REGISTERED OFFICE: 1 Whitworth Road
Whitworth Road
St Leonards on Sea
East Sussex
TN37 7PZ



REGISTERED NUMBER: 13143228 (England and Wales)



AUDITORS: Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB



BANKERS: HSBC Bank Plc
26 Norman Road
St Leonards on Sea
East Sussex
TN37 6NR

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Group Strategic Report
for the year ended 31 October 2024

The directors present their strategic report of the company and the group for the year ended 31 October 2024.

GROUP RESULTS, PERFORMANCE AND KPIS
During the year, the main trading entity, Whyte Bikes Limited, continued to operate in challenging market conditions, with both sales volume and average selling price in the UK reportedly lower than pre-COVID levels due to promotional activity to clear excess inventory. As a result, revenue was lower than the previous year. Gross margins, whilst improved, were also impacted by discount rates.

As part of a strategy to develop a network of hire and experience centres across the UK, the group entered into long-term leases with Forestry England in October 2023 to operate the bike hire provision at Bedgebury and High Lodge (Thetford) and acquired Swinley Bike Hub Limited in December 2023. These activities were subsequently determined to be non-core and exited.

In February 2024, a new management team undertook a strategic review to reset the business and position it for future growth. The revised strategy refocused the business on the development, manufacture and supply of quality bikes to independent bike dealers in the UK and international distributors. It also included a broadening of the product range, with a return to mechanical categories and price points with larger volumes. The impact of these decisions will be seen in future years given the lengthy nature of new product development and long lead times.

The key financial highlights are as follows:

2024 2023
Turnover £12,031,374 £15,869,534
Gross profit £2,079,373 £907,400
Gross profit margin 17.3% 5.7%
Loss before tax (£8,746,682) (£10,301,000)

The directors will continue to aim for improvement in performance by monitoring these KPIs, in addition to non-financial measures including health and safety, colleague retention, stock availability, operational efficiency and customer satisfaction.

POST BALANCE SHEET EVENTS
In October 2025, Cairngorm Capital sold its majority shareholding in the group to Causeway Capital Partners II. As part of this transaction, the new majority shareholder also acquired the historical debt owed by the group to its former majority shareholder (31 October 2024: £33,244,632).

The new majority shareholder has agreed to reduce the loan amount owed by the group to £1,000,000. If this arrangement had been in place at 31 October 2024, the group's consolidated net asset position would have been significantly improved from a net liability position of £22,847,179 to a net asset position of £10,608,453.

Also in October 2025, the group secured a new £2,000,000 asset backed secured lending facility from Cynergy Business Finance Limited to fund the working capital requirements of the group.

OUTLOOK AND FUTURE DEVELOPMENTS
The long-term projections remain that of growth through increased cycling participation due to healthier living trends and environmental concerns together with the continued electrification of the bike market, driven by innovation, the rising cost of living and government initiatives.

Whyte will continue to invest in innovation and development across our model range. We will apply our expertise in full-suspension and hardtail mountain bikes to further develop our e-bike range. The company will increasingly invest in initiatives to support the future growth of the business.

The directors consider that with its new management team, market aligned strategy and strong funding position, the group is well placed to capitalise on these opportunities.


ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Group Strategic Report
for the year ended 31 October 2024

PRINCIPAL RISKS AND UNCERTAINTIES
There are a number of risks and uncertainties that can impact the performance of the company, some of which are beyond the control of the company and its directors. The company maintains a register of strategic and operational risks, which are addressed in monthly management meetings where the company's performance is assessed versus budget and prior year. Key performance indicators are also used to benchmark operational performance. Ongoing assessment of trends and risks is an integral part of the company's review of its performance against its plan.

The principal risks and uncertainties facing the company are outlined below:

Economic Risk
The company is exposed to ongoing cost increases throughout the supply chain. Gross margin performance is monitored regularly and the company remains in close dialogue with key suppliers to mitigate any impact. In addition, current inflationary pressure in its core UK market is impacting household budgets. The company continually monitors its selling prices to ensure that it offers value and remains competitive.

Customer credit risk
Credit risk is the risk of financial loss to the company if a customer fails to meet its contractual obligations. The risk arises principally from the company's trade and other customer receivables. The company has a credit policy in place and the exposure to credit risk is monitored on an on-going basis. Evaluations are performed on all customers requiring credit over a certain amount.

Liquidity risk
In order to maintain liquidity and to ensure that the company has sufficient funds available for ongoing operations and to meet its obligations, the company tracks its cash position on a regular basis. The level of available funds is measured and monitored on a regular basis through the use of detailed cash flow forecasts. The company regularly reviews its borrowing facilities to ensure that they provide an appropriate level of liquidity headroom.

Product demand risk
Sustained reduced demand would cause cash flow challenges for the group, ultimately increasing the liquidity risk. The company continues to invest in the design and performance of bikes and the brand to increase desirability.

Supply chain risk
The company is reliant on the performance of key suppliers. The company works closely with all elements of the supply chain to foresee and mitigate future challenges.

Reputational risk
All new product designs undergo rigorous testing to comply with minimum local product safety standards. The company has product liability insurance in place and provides information to customers and training to retailers on how to safely use the bikes.

Foreign currency risk
The majority of the company's turnover is generated from UK sales. However, the company manufactures its bikes
in the far east with payment made in foreign currencies. The business is therefore at risk of volatility in currency
exchange rates which may impact profitability and cash flow. The company mitigates this risk by hedging a
proportion of its anticipated foreign currency cash flows.


ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Group Strategic Report
for the year ended 31 October 2024

GOING CONCERN
In October 2025, the group was acquired by a new majority shareholder and put in place a working capital facility from Cynergy Business Finance Limited. As part of this transaction, the new majority shareholder also acquired the historical debt owed by the group to its former majority shareholder (31 October 2024: £33,244,632).

The new majority investor has agreed to reduce the outstanding balance of the acquired debt to £1,000,000. If this arrangement had been in place at 31 October 2024, the financial position of the group would have been materially improved from a net liability position of £22,847,179 to a net asset position of £10,608,453.

It is the directors' understanding that the new shareholders will also provide additional funding, if required, to enable the group to trade in line with its projections, and operate within set covenants, for at least the next twelve months. The new majority shareholder has also provided the directors with written confirmation that they will not require repayment of the £1m repayable on demand to them in the twelve months from the date these financial statements are approved.

The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements

ON BEHALF OF THE BOARD:





A I Savery - Director


31 October 2025

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Report of the Directors
for the year ended 31 October 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the design, production and wholesale distribution of bicycles.

DIVIDENDS
No dividends will be distributed for the year ended 31 October 2024.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors who have held office during the period from 1 November 2023 to the date of this report are as follows:

D C Hill - resigned 5 February 2024
N A McGill - resigned 21 November 2023
E A Culley - resigned 5 February 2024
N Hawyes - appointed 5 February 2024
J Neale - appointed 5 February 2024
A I Savery - appointed 5 February 2024
M J S Anstead - appointed 2 January 2024 - resigned 9 April 2024

C Reid and M Scaife were appointed as directors after 31 October 2024 but prior to the date of this report.

G W Buckle and J Neale ceased to be directors after 31 October 2024 but prior to the date of this report.

EMPLOYEE DIVERSITY
The company is committed to having a diverse workforce that reflects our customers, suppliers and society at large. The company is committed to achieving a working environment which provides equality of opportunity and freedom from unlawful discrimination on the grounds of race, religion or beliefs, age or sexual orientation.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The group has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.

DISCLOSURE IN THE STRATEGIC REPORT
Certain matters required by regulation to be dealt with in the annual report have been dealt with in the Strategic Report rather than in the Directors' Report. These include principal risks and uncertainties, going concern and future developments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group 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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Report of the Directors
for the year ended 31 October 2024

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

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

AUDITORS
The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A I Savery - Director


31 October 2025

Report of the Independent Auditors to the Members of
ATB 2021 Topco Limited

Opinion
We have audited the financial statements of ATB 2021 Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the 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 the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Other matter
The financial statements for the year ended 31 October 2023 were audited by RSM UK Audit LLP who expressed a clean opinion on the financial statements on 10 January 2025. We have made all necessary attempts to confirm that opening balances are correct.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
ATB 2021 Topco Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of 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 Statement of Directors' Responsibilities set out on pages five and six, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
ATB 2021 Topco Limited


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

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

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory
framework that the company operates in and how the company is complying with the legal and regulatory
framework;
- inquired of management, and those charged with governance, about their own identification and assessment of
the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
- discussed matters about non-compliance with laws and regulations and how fraud might occur including
assessment of how and where the financial statements may be susceptible to fraud

As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, and tax compliance regulations. We performed audit procedures to detect non-compliance which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence where relevant authorities, and evaluating advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls as the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business.

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

Report of the Independent Auditors to the Members of
ATB 2021 Topco Limited


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




Chris Morey (Senior Statutory Auditor)
for and on behalf of Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB

31 October 2025

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Consolidated
Statement of Comprehensive
Income
for the year ended 31 October 2024

2024 2023
Notes £ £

TURNOVER 3 12,031,374 15,869,534

Cost of sales (9,952,001 ) (14,962,134 )
GROSS PROFIT 2,079,373 907,400

Distribution costs (813,389 ) (1,063,941 )
Administrative expenses (6,057,081 ) (6,695,396 )
OPERATING LOSS 6 (4,791,097 ) (6,851,937 )

Interest receivable and similar income 663 -
(4,790,434 ) (6,851,937 )

Interest payable and similar expenses 8 (3,956,248 ) (3,449,063 )
LOSS BEFORE TAXATION (8,746,682 ) (10,301,000 )

Tax on loss 9 - -
LOSS FOR THE FINANCIAL YEAR (8,746,682 ) (10,301,000 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(8,746,682

)

(10,301,000

)

Loss attributable to:
Owners of the parent (8,746,682 ) (10,301,000 )

Total comprehensive income attributable to:
Owners of the parent (8,746,682 ) (10,301,000 )

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Consolidated Balance Sheet
31 October 2024

2024 2023
Notes £ £
FIXED ASSETS
Intangible assets 11 5,498,686 6,298,342
Tangible assets 12 592,604 578,517
Investments 13 - -
6,091,290 6,876,859

CURRENT ASSETS
Stocks 14 3,197,448 3,751,928
Debtors 15 1,208,330 1,699,835
Cash at bank 2,408,946 5,202,107
6,814,724 10,653,870
CREDITORS
Amounts falling due within one year 16 (14,528,817 ) (12,499,698 )
NET CURRENT LIABILITIES (7,714,093 ) (1,845,828 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,622,803

)

5,031,031

CREDITORS
Amounts falling due after more than one
year

17

(21,224,376

)

(19,108,536

)

PROVISIONS FOR LIABILITIES 22 - (22,992 )
NET LIABILITIES (22,847,179 ) (14,100,497 )

CAPITAL AND RESERVES
Called up share capital 23 1,000 1,000
Share premium 24 99,000 99,000
Retained earnings 24 (22,947,179 ) (14,200,497 )
SHAREHOLDERS' FUNDS (22,847,179 ) (14,100,497 )

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2025 and were signed on its behalf by:





A I Savery - Director


ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Company Balance Sheet
31 October 2024

2024 2023
Notes £ £
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 95,000 95,000
95,000 95,000

CREDITORS
Amounts falling due within one year 16 (17,360 ) (10,860 )
NET CURRENT LIABILITIES (17,360 ) (10,860 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

77,640

84,140

CAPITAL AND RESERVES
Called up share capital 23 1,000 1,000
Share premium 99,000 99,000
Retained earnings (22,360 ) (15,860 )
SHAREHOLDERS' FUNDS 77,640 84,140

Company's loss for the financial year (6,500 ) (4,168 )

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2025 and were signed on its behalf by:





A I Savery - Director


ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Consolidated Statement of Changes in Equity
for the year ended 31 October 2024

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 November 2022 1,000 (3,899,497 ) 99,000 (3,799,497 )

Changes in equity
Total comprehensive income - (10,301,000 ) - (10,301,000 )
Balance at 31 October 2023 1,000 (14,200,497 ) 99,000 (14,100,497 )

Changes in equity
Total comprehensive income - (8,746,682 ) - (8,746,682 )
Balance at 31 October 2024 1,000 (22,947,179 ) 99,000 (22,847,179 )

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Company Statement of Changes in Equity
for the year ended 31 October 2024

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 November 2022 1,000 (11,692 ) 99,000 88,308

Changes in equity
Total comprehensive income - (4,168 ) - (4,168 )
Balance at 31 October 2023 1,000 (15,860 ) 99,000 84,140

Changes in equity
Total comprehensive income - (6,500 ) - (6,500 )
Balance at 31 October 2024 1,000 (22,360 ) 99,000 77,640

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Consolidated Cash Flow Statement
for the year ended 31 October 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 (1,539,091 ) 2,038,595
Interest paid (99,465 ) (562,317 )
Net cash from operating activities (1,638,556 ) 1,476,278

Cash flows from investing activities
Purchase of intangible fixed assets (319,520 ) (57,319 )
Purchase of tangible fixed assets (380,535 ) (289,838 )
Sale of tangible fixed assets 10,666 2,583
Acquisition of subsidiary (note 4) (90,879 ) -
Interest received 663 -
Net cash from investing activities (779,605 ) (344,574 )

Cash flows from financing activities
New loans in year 5,593,273 3,000,000
Loan repayments in year (5,968,273 ) (500,000 )
Net cash from financing activities (375,000 ) 2,500,000

(Decrease)/increase in cash and cash equivalents (2,793,161 ) 3,631,704
Cash and cash equivalents at beginning of
year

2

5,202,107

1,570,403

Cash and cash equivalents at end of year 2 2,408,946 5,202,107

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 October 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£ £
Loss before taxation (8,746,682 ) (10,301,000 )
Depreciation charges 1,524,970 1,105,485
Loss/(profit) on disposal of fixed assets 6,522 (2,583 )
Increase/(decrease) in provisions (22,992 ) 22,992
Finance costs 3,956,248 3,449,063
Finance income (663 ) -
(3,282,597 ) (5,726,043 )
Decrease in stocks 558,066 6,363,916
Decrease in trade and other debtors 517,350 1,939,942
Increase/(decrease) in trade and other creditors 668,090 (539,220 )
Cash generated from operations (1,539,091 ) 2,038,595

2. CASH AND CASH EQUIVALENTS

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

Year ended 31 October 2024
31.10.24 1.11.23
£ £
Cash and cash equivalents 2,408,946 5,202,107
Year ended 31 October 2023
31.10.23 1.11.22
£ £
Cash and cash equivalents 5,202,107 1,570,403


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.11.23 Cash flow At 31.10.24
£ £ £
Net cash
Cash at bank 5,202,107 (2,793,161 ) 2,408,946
5,202,107 (2,793,161 ) 2,408,946
Debt
Debts falling due within 1 year (11,170,638 ) (1,060,618 ) (12,231,256 )
Debts falling due after 1 year (19,108,536 ) (2,115,840 ) (21,224,376 )
(30,279,174 ) (3,176,458 ) (33,455,632 )
Total (25,077,067 ) (5,969,619 ) (31,046,686 )

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Cash Flow Statement
for the year ended 31 October 2024

4. ACQUISITION OF BUSINESS

During the year the Group obtained control of the following subsidiary. The fair values of assets acquired and liabilities assumed were as follows:


Swinley Bike
Hub Limited
Cash (12,407 )
Stock 66,889
Trade debtors 4.892
Other debtors 13,758
Tangible assets 72,010
Trade creditors (26,929 )
Other creditors (154,481 )
(36,266 )

Total purchase price paid in cash 78,472
Less: Cash of subsidiary acquired 12,407
Cash paid to obtain control net of cash acquired 90,879

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements
for the year ended 31 October 2024

1. STATUTORY INFORMATION

ATB 2021 Topco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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


Amounts in these financial statements are rounded to the nearest Pound.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The company is a qualifying entity for the purposes of FRS102, 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 4 'Statement of Financial Position': Reconciliation of the opening and closing number of shares:
- 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': Carrying
amounts, interest income/expenses and net gains/losses for each category of financial instrument; 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.

Basis of consolidation
The group financial statements consolidate the financial statements of ATB 2021 Topco Limited and all of its subsidiary undertakings as if they form a single entity. Intercompany transactions and balances between group companies are eliminated in full. Uniform accounting policies are followed within the group.

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Goodwill
Goodwill represents the excess of the cost of acquisition of a business over th fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its estimated life, which is 10 years.

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 any 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 to the unit and then other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and estimates and these estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The items in the financial statements where these judgements and estimates have been made include the useful economic life of tangible and intangible fixed assets, the depreciation and amortisation of these assets, stock obsolescence, provisions, and the recoverability of debtors.

Key sources of estimation uncertainty:

The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are depreciated over the approved depreciation rates. The carrying amount of tangible fixed assets is £592,604 (2023: £578,517) as noted in note 12.

The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are amortised over the approved amortisation rates. The carrying amount of intangible fixed assets is £5,498.686 (2023: £6,298,342) as noted in note 11.

The group makes an estimate of the recoverable value of trade and other debtors. When assessing the impairment of trade debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. The carrying amount of trade debtors is £955,592 (2023: £1,427,148) as noted in note 15.

A stock provision is booked for cases where the realisable value from sales of the stock item is estimated to be lower than the stock carrying value. The provision is estimated taking into account various factors, including prevailing sales prices of stock items, the seasonality of the items' sales profile and losses associated with slow moving stock items. This provision totalled £215,804 (2023: £223,686) and the carrying amount of closing stock is £3,197,448 (2023: £3,751,928) as noted in note 14.

The group's current tax provision of £Nil (2023: £Nil) relates to management's assessment of the amount of tax payable on the company's profit for the year where the liabilities remain to be agreed with HMRC. Due to the uncertainty with such taxation items, there is a possibility that the final outcome may differ on conclusion of open tax matters at a future date.

Key judgements have been made as follows:

Carrying value of investments
The directors use varying methods on an ongoing basis to estimate whether any impairment write down is required to the carrying value in investments. The directors' do not consider there to be any indicators of impairment and have therefore not performed an impairment assessment.

Carrying value of goodwill
The directors regularly review the carrying value of goodwill for indicators of impairment and recognise any required write down. No changes to the amortisation period of ten years or requirements for impairment write down of the carrying value of goodwill of £5,359,140 (2023: £6,192,765) have been identified.

Amounts due to/from other group companies
The directors review the recoverability of amounts due from other group companies with the directors of the relevant companies on a regular basis. In the directors opinion, at the period end there are no indicators of impairment and, therefore, no impairment is required.

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Business combinations
Key assumptions are made by the directors relating to fair value measurement of identifiable assets acquired and liabilities assumed by the group.

Going concern and overall value
As highlighted in the strategic review and the going concern accounting policy on page 25, the cycling industry as a whole continues to undergo challenging economic conditions. Management continue to take necessary steps to manage the company through this period. However, judgments like going concern and estimates on whether impairments are required to items such as goodwill, investments and receivables are reliant to some extent on the market the group is currently operating in. The group considers itself set to weather this tough period of trading and invest for growth when the market picks up.

Turnover
Revenue from the sale of bikes is recognised at the fair value of the consideration received or receivable. Revenue is calculated as the gross sales value which is reduced for trade discounts, rebates, similar discounts and allowances and net of VAT.

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

The policies adopted for the recognition of turnover are as follows:

Sale of goods - Turnover from the sale of goods in recognised at the point of sale or the date of despatch.

Interest receivable - Interest income is recognised using the effective interest method.

Intangible fixed assets
Website development has been capitalised to reflect the period over which the directors believe the economic benefit will be derived.

Amortisation has been provided at the following annual rates in order to write off each asset over its estimated useful life.

Software-straight line over 3 years
Development costs-straight line over 3 years
Website development-straight line over 3 years

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery-straight line over 10 years
Equipment-straight line over 3 years
Motor vehicles-straight line over 4 years
Computer equipment-straight line over 3 years

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 credited or charged to profit or loss.

Depreciation is recognised within administrative expenses.

Impairment policy
At each balance sheet date, the company reviews the carrying amount of its assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Stocks
Stocks, which consists of bikes, are stated at the lower of cost and estimated selling price less costs to complete and sell. Costs comprise those costs incurred by the company in bringing the stocks to the location and condition intended by management and are calculated on a first-in first-out basis. Estimated selling price less costs to complete and sell is based on the estimated selling price in an arm’s length transaction less any estimated completion or selling costs that will be expected to be incurred in the transaction.

When stocks are sold, the carrying amount of those stocks is recognised as an expense within cost of sales. This takes place in the same period that the associated revenue is recognised.

At each balance sheet date, the directors undertake a review of its stock to establish if any stock is slow-moving or has become obsolete. Where any write-downs of stock become necessary so as to reduce the value from cost to estimated selling price less costs to complete and sell, such write-downs are recognised as an expense in profit or loss in the period in which the write-down or loss occurs. Where such write-downs subsequently reverse, the amount of any reversal is recognised as a reduction in the amount of stocks recognised as an expense in the period in which the reversal occurs.

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.

Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitutes a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. If evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the balance sheet date. If evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis as to realise the asset and settle the liability simultaneously.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives ar recognised in the profit and loss account as finance costs or finance income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Provisions
Provisions are recognised when the company has a legal or constructive obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Foreign currencies
Transactions in currencies other than the functional currency are recorded at the rate of exchange on the date the transaction occurred. Monetary items denominated in other currencies are translated at the rate prevailing at the balance sheet date. All differences are taken to profit or loss. Non-monetary items which are measured at historic cost in a foreign currency are not retranslated.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Employee benefits
Short-term employee benefits are recognised as an expense in the period in which they are incurred.

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.

The company operates a defined contribution pension scheme and the obligations for contributions are recognised as an expense in the period they are incurred. Differences between contributions payable in the year and those actually paid are recognised as either prepayments or accruals in the balance sheet. The assets of the defined contribution pension scheme are held separately from those of the company in an independently administered fund.

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

2. ACCOUNTING POLICIES - continued

Going concern
In October 2025, the group was acquired by a new majority shareholder and put in place a working capital facility from Cynergy Business Finance Limited. As part of this transaction, the new majority shareholder also acquired the historical debt owed by the group to its former majority shareholder (31 October 2024: £33,244,632).

The new majority investor has agreed to reduce the outstanding balance of the acquired debt to £1,000,000. If this arrangement had been in place at 31 October 2024, the financial position of the group would have been materially improved from a net liability position of £22,847,179 to a net asset position of £10,608,453.

It is the directors' understanding that the new shareholders will also provide additional funding, if required, to enable the group to trade in line with its projections, and operate within set covenants, for at least the next twelve months. The new majority shareholder has also provided the directors with written confirmation that they will not require repayment of the £1m repayable on demand to them in the twelve months from the date these financial statements are approved.

The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements

Cash and cash equivalents
Cash and cash equivalents 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.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less accumulated impairment.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2024 2023
£ £
United Kingdom 11,117,515 12,489,714
Europe 572,328 1,715,799
Rest of World 341,531 1,664,021
12,031,374 15,869,534

4. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 2,757,903 2,879,817
Social security costs 291,681 319,939
Other pension costs 60,386 57,805
3,109,970 3,257,561

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Sales and distribution 30 21
Administration 8 9
Directors 3 6
Research and development 8 10
Warranty 4 4
53 50

A defined contribution pension scheme is operated by the group. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension charge represents contributions payable by the group to the fund.

5. DIRECTORS' EMOLUMENTS

2024 2023
£    £   
Remuneration for qualifying services 486,146 848,034
Company pension contributions to defined contribution schemes 17,340 16,325
503,486 864,359

Remuneration disclosed above includes the following amounts paid to the highest paid director:

2024 2023
£    £   
Remuneration for qualifying services 182,441 308,400
Company pension contributions to defined contribution schemes 8,507 9,000

6. OPERATING LOSS

Operating loss for the period is stated after charging/ (crediting):

2024 2023
£    £   
Exchange differences apart from those arising on financial
instruments


150,644

339,891
Research and development costs 79,478 121,606
Depreciation on owned tangible fixed assets 335,297 239,677
Profit on disposal of tangible fixed assets 6,522 (2,583 )
Amortisation of intangible assets 838,722 865,807
Impairment of intangible assets 280,404 -
Operating lease charges 439,885 227,141

7. AUDITORS' REMUNERATION
2024 2023
£ £
Fees payable to the company's auditors for the audit of the company's
financial statements

68,580

74,750

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

7. AUDITORS' REMUNERATION - continued

Fees payable to the company's auditor and associates:

2024 2023
£    £   
For audit services
Audit of the financial statements of the group and company 6,500 5,750
Audit of the financial statements of the company's
subsidiaries


62,080

69,000
68,580 74,750

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Bank interest 615,410 524,206
Bank loan interest - 173,731
Loan interest 3,340,838 2,751,126
3,956,248 3,449,063

9. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 October 2024 nor for the year ended 31 October 2023.

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Loss before tax (8,746,682 ) (10,301,000 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 22.520 %)

(2,186,671

)

(2,319,785

)

Effects of:
Expenses not deductible for tax purposes 1,234,268 829,453
Deferred tax adjustments in respect of prior years - (3,192 )
Effect of change in corporation tax rate - (163,843 )
Change in respect of unrecognised deferred tax assets 952,403 1,657,367
Total tax charge - -

10. INDIVIDUAL INCOME STATEMENT

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

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

11. INTANGIBLE FIXED ASSETS

Group
Patents and Developments Computer
Goodwill licences costs software Totals
£ £ £ £ £
COST
At 1 November 2023 8,481,240 - 98,488 8,800 8,588,528
Additions 280,404 36,716 2,400 - 319,520
Impairments (280,404 ) - - - (280,404 )
At 31 October 2024 8,481,240 36,716 100,888 8,800 8,627,644
AMORTISATION
At 1 November 2023 2,288,475 - - 1,711 2,290,186
Amortisation for year 833,625 2,054 160 2,933 838,772
At 31 October 2024 3,122,100 2,054 160 4,644 3,128,958
NET BOOK VALUE
At 31 October 2024 5,359,140 34,662 100,728 4,156 5,498,686
At 31 October 2023 6,192,765 - 98,488 7,089 6,298,342

12. TANGIBLE FIXED ASSETS

Group
Plant and Motor Computer
machinery Equipment vehicles equipment Totals
£ £ £ £ £
COST
At 1 November 2023 329,306 1,202,084 144,935 584,086 2,260,411
Additions 46,229 318,271 - 16,035 380,535
Disposals (69,189 ) (677,199 ) (20,226 ) (219,904 ) (986,518 )
Impairments - (12,152 ) (10,537 ) (3,484 ) (26,173 )
At 31 October 2024 306,346 831,004 114,172 376,733 1,628,255
DEPRECIATION
At 1 November 2023 198,755 892,174 112,315 478,650 1,681,894
Charge for year 20,460 212,318 17,957 75,424 326,159
Eliminated on disposal (69,189 ) (661,726 ) (19,072 ) (219,343 ) (969,330 )
Impairments - (1,680 ) (778 ) (614 ) (3,072 )
At 31 October 2024 150,026 441,086 110,422 334,117 1,035,651
NET BOOK VALUE
At 31 October 2024 156,320 389,918 3,750 42,616 592,604
At 31 October 2023 130,551 309,910 32,620 105,436 578,517

After an impairment review was carried out, fixed assets in Whyte Bikes (Demo Centres) Ltd were written down to fair value.

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 November 2023
and 31 October 2024 95,000
NET BOOK VALUE
At 31 October 2024 95,000
At 31 October 2023 95,000


ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

13. FIXED ASSET INVESTMENTS - continued


The following were subsidiary undertakings of the company at the Balance Sheet date:

ATB 2021 Midco Limited
Registered office: 22 Cross Keys Close, London, England, W1U 2DW
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00%
Direct holding

ATB 2021 Bidco Limited
Registered office: 22 Cross Keys Close, London, England, W1U 2DW
Nature of business: Intermediate holding company
%
Class of shares: holding
Ordinary 100.00%
Indirect holding

Whyte Bikes Limited
Registered office: Whitworth Road, St. Leonards On Sea, East Sussex, TN37 7PZ
Nature of business: Design, production and wholesale distribution of bicycles
%
Class of shares: holding
Ordinary 100.00%
Indirect holding

Whyte Bikes (Demo Centres) Limited
Registered office: Whitworth Road, St. Leonards On Sea, East Sussex, TN37 7PZ
Nature of business: Hiring of mechanical and e-bikes to the general public at designated hire centres across the UK
%
Class of shares: holding
Ordinary 100.00%
Indirect holding

Whyte Bikes (Finance) Limited
Registered office: Whitworth Road, St. Leonards On Sea, East Sussex, TN37 7PZ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00%
Indirect holding

Swinley Bike Hub Limited
Registered office: Whitworth Road, St. Leonards On Sea, East Sussex, TN37 7PZ
Nature of business: Hire and sale of all terrain bicycles and associated coaching services
%
Class of shares: holding
Ordinary 100.00%
Indirect holding

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

14. STOCKS

Group
2024 2023
£ £
Goods in transit 1,047,927 353,610
Finished goods 2,149,521 2,886,493
Raw materials and consumables - 511,825
3,197,448 3,751,928

Stock recognised in cost of sales during the year as an expense was £11,808,924 (2023:14,422,543).

No stock in the year was written off (2023: £384,081).

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£ £
Trade debtors 955,592 1,427,148
Other debtors 44,521 19,701
Corporation tax 9,365 8,702
Prepayments & accrued income 198,852 244,284
1,208,330 1,699,835

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Bank loans and overdrafts (see note 18) - 500,000 - -
Other loans (see note 18) 12,231,256 10,670,638 - -
Trade creditors 1,010,286 169,420 - -
Amounts owed to group undertakings - - 17,360 10,860
Other taxation and social
security 354,869 617,353 - -
Other creditors 92,177 41,521 - -
Accruals and deferred income 721,229 500,766 - -
Deferred consideration 119,000 - - -
14,528,817 12,499,698 17,360 10,860

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

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2024 2023
£ £
Bank loans (see note 18) 6,033,917 5,593,273
Other loans (see note 18) 15,190,459 13,515,263
21,224,376 19,108,536

18. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£ £
Amounts falling due within one year or on demand:
Bank loans - 500,000
Other loans 12,231,256 10,670,638
12,231,256 11,170,638
Amounts falling due between one and two years:
Bank loans - 1-2 years 6,033,917 5,593,273
Other loans - 1-2 years 15,190,459 13,515,263
21,224,376 19,108,536

The bank loan of £3,826,200 (2023: £4,093,273) was being paid in quarterly instalments. Term A interest is charged at 4.25% per annum above the Bank of England base rate. Term B has a cash margin of 5% per annum plus a funding cost of the Bank of England base rate, and a capitalised margin at 5% per annum.

Cairngorm Capital Partners III LLP provided £2,000,000 in July 2021, as at 31 October 2024, the loan note borrowings amounts to £3,167,402 (2023: £2,739,809). £3,000,000 was provided in August 2022, as at 31 October 2024, the loan note borrowings amounted to £4,138,148 (2023: £3,579,506). £3,000,000 was provided in January 2023, as at 31 October 2024, the loan notes borrowings amounted to £3,889,096 (2023: £3,364,076). Interest is payable on these loan notes at a rate of 15% per annum and is capitalised bi-annually on 30 June and 31 December, with new loans at the same interest rate being issued. The loan notes, including those issued covering annual interest, are repayable on demand.

The majority shareholder acquired all debt and related rights from Santander in November 2024. The majority shareholder has since made amendments to the terms that state all principal and interest amounts will be repaid at the termination date, relieving the business of a significant annual cash burden. Further amendments include the conversion of the £2.0m RCF into term debt and all interest charges being replaced with a 15% interest charge that compounds each payment date.

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 127,000 189,114
Between one and five years 67,422 547,423
194,422 736,537

20. SECURED DEBTS

The Santander UK PLC fixed and floating charge over the company's assets due to the bank loan advanced was satisfied post year end as part of the change in ownership of the debt.

Cairngorm Capital Partners III LLP have fixed and floating charges over the group companies' assets in respect of the Loan Notes, which were transferred as part of the recent acquisition.

Cynergy Business Finance Limited have a fixed and floating charge over the company's debtors and stock due to them providing a finance facility to the group

21. FINANCIAL INSTRUMENTS

2024 2023
Financial assets £    £   
Financial assets that are debt instruments measured at amortised cost 3,401,865 6,648,956
3,401,865 6,648,956
Financial liabilities
Financial liabilities measured at amortised cost (35,478,822 ) (30,990,881 )
(35,478,822 ) (30,990,881 )

22. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Other provisions - 22,992

Aggregate amounts - 22,992

23. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
84,500 Ordinary A 0.01 845 825
7,500 Ordinary B 0.01 75 75
8,000 Ordinary C 0.01 80 100
1,000 1,000

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

23. CALLED UP SHARE CAPITAL - continued

During the year, 2,000 £0.01 Ordinary C shares were reclassified as 2,000 £0.01 Ordinary A shares.

Each A ordinary share carried one vote, has the right to participate in any income distribution including dividends declared on this class of share, has the right to participate in any capital distributions of the company including on winding up, and is non-redeemable.

Each B ordinary share carried one vote, has the right to participate in any income distribution including dividends declared on this class of share, has the right to participate in any capital distributions of the company including on winding up, and is non-redeemable.

Each C ordinary share carried one vote, has the right to participate in any income distribution including dividends declared on this class of share, has the right to participate in any capital distributions of the company including on winding up, and is non-redeemable.

24. RESERVES

Group
Retained Share
earnings premium Totals
£ £ £

At 1 November 2023 (14,200,497 ) 99,000 (14,101,497 )
Deficit for the year (8,746,682 ) (8,746,682 )
At 31 October 2024 (22,947,179 ) 99,000 (22,848,179 )


25. FINANCIAL COMMITMENTS , GUARANTEES AND CONTINGENT LIABILITIES

In accordance with Section 479C of the Companies Act 2006, ATB 2021 Topco Limited has provided a guarantee over the liabilities of Whyte Bikes (Demo Centres) Limited.

26. RELATED PARTY DISCLOSURES

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

Group
The following amounts were paid to key management personnel for services to the Group during the financial year/period:

£
Aggregate emoluments 423,009
Company pension contributions to money purchase schemes 4,164
Compensation or loss of office 92,500

The ultimate controlling party was Cairngorm Capital Partners III, a fund advised by Cairngorm Capital Partners LLP, were due loan interest in respect of Loan Notes during the year of £3,340,838 (2023: £2,703,105) and were paid management fees of £66,000 (2023: £52,416). The Loan Notes outstanding to Cairngorm Capital Partners III at the year end are £32,419,022 (2023: £23,198,655).

There are no other related party transactions requiring disclosure.

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

27. POST BALANCE SHEET EVENTS

The group signed a Deed of Surrender with Forestry England in February 2025 relating to the High Lodge (Thetford) lease and sold its shares in Swinley Bike Hub Limited in December 2024.

In October 2025, Cairngorm Capital sold its majority shareholding in the group to Causeway Capital Partners II. As part of this transaction, the new majority shareholder also acquired the historical debt owed by the group to its former majority shareholder (31 October 2024: £33,244,632).

The new majority shareholder has agreed to reduce the loan amount owed by the group to £1,000,000. If this arrangement had been in place at 31 October 2024, the group's consolidated net asset position would have been significantly improved from a net liability position of £22,847,179 to a net asset position of £10,608,453.

Also in October 2025, the group secured a new £2,000,000 asset backed secured lending facility from Cynergy Business Finance Limited to fund the working capital requirements of the group

28. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Causeway Capital Partners II.

29. CAPITAL COMMITMENTS

There are no capital commitments which have been contracted for, but not provided in the financial statements.

30. EQUITY RESERVE

Share capital - This represents the nominal value of shares that have been issued.

Share premium - This represents the consideration receive on the issue of shares in excess of the nominal value of the shares that have been issued.

Retained earnings - Includes all current and prior period retained profits and losses.

ATB 2021 TOPCO LIMITED (REGISTERED NUMBER: 13143228)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 October 2024

31. BUSINESS COMBINATIONS

Acquisition of Swinley Bike Hub Limited
On

Details of the goodwill and net assets acquired are as follows:

Goodwill
£   
Cash consideration 77,097
Deferred consideration 119,000
Directly attributable costs 85,806
Fair value of net assets acquired (82,932 )
Goodwill 280,404

The goodwill has been impaired fully in the year.

The assets and liabilities as of 8 December 2023 arising from the acquisition, are determined as follows:





Fair Value
Acquiree's
carrying
amount
£    £   
Fixed assets 28,338 28,338
Stocks 66,890 66,890
Trade and other receivables 18,651 18,651
Cash at bank (12,407 ) (12,407 )
Trade and other payables (184,404 ) (184,404 )
Net assets (82,932 ) (82,932 )