| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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: |
| 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: |
| 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. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants |
| Preston Park House |
| South Road |
| Brighton |
| East Sussex |
| BN1 6SB |
| 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 | ( |
) | ( |
) |
| 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 |
| CREDITORS |
| Amounts falling due within one year | 16 | ( |
) | ( |
) |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 23 |
| Share premium |
| Retained earnings | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS |
| Company's loss for the financial year | (6,500 | ) | (4,168 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 October 2023 | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 October 2024 | ( |
) |
| 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 |
| 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 |
| 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 |
| 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 |
| NET BOOK VALUE |
| At 31 October 2024 |
| At 31 October 2023 |
| 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 | - | - |
| 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 |
| 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: | £ | £ |
| Ordinary A | 0.01 | 845 | 825 |
| Ordinary B | 0.01 | 75 | 75 |
| 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 | ) |