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Silverfish UK (Holdings) Limited
Annual Report and Financial Statements
Year Ended 31 October 2024

Registration number: 07702814

Silverfish UK (Holdings) Limited

Contents

Company Information | 1
Strategic Report | 2 to 4
Directors' Report | 5 to 6
Statement of Directors' Responsibilities | 7
Independent Auditor's Report | 8 to 11
Profit and Loss Account | 12
Balance Sheet | 13
Statement of Changes in Equity | 14
Notes to the Financial Statements | 15 to 20

Silverfish UK (Holdings) Limited

Company Information

Directors | Mr D Mabbott Mr M Osborne Mr E G Gardiner Mr A P Metcalfe

Registered office | Units 3B & 3C Woodacre Court Saltash Cornwall PL12 6LY

Auditors | PKF Francis Clark Statutory Auditor Melville Building East Unit 18, 23 Royal William Yard Stonehouse Plymouth Devon PL1 3GW

Silverfish UK (Holdings) Limited

Strategic Report for the Year Ended 31 October 2024

The directors present their strategic report for the year ended 31 October 2024.

Principal activity

The principal activity of the company is that of a holding company

Fair review of the business

The role of the company is an intermediate holding company. The details below cover the activities of the group as a whole.
The cycling sector continued to face challenging trading conditions during the year ending October 2024, with the macroeconomic factors noted in previous years’ financial statements persisting longer than anticipated. Sector-wide overstocking remained a significant issue, resulting in elevated levels of discounting as brands, distributors and retailers competed to reduce their own inventory to support liquidity. Despite this backdrop, Silverfish’s carefully curated brand portfolio and disciplined operational management supported a broadly stable trading performance, with sales remaining in line with the prior year. This stabilisation follows two years of decline and suggests that demand in the sector, while still subdued, has begun to level out.
Liquidity remains strong, with approximately £3 million cash headroom at the time of writing. This position reflects prudent working capital management and the successful completion of a sale and leaseback of the Saltash property in October 2025, which provided an additional £1.5 million of liquidity. Further information is provided in the Financial Risks section.

The company's key financial and other performance indicators during the year were as follows:

Financial KPIs | Unit | 2024 | 2023
Net asset position | £ | 2,575,794 | 7,507,500
Investments | £ | 2,605,794 | 7,537,500

The directors remain focused on supporting the Group’s long-term success by maintaining sufficient cash headroom. The current liquidity position, together with new brand acquisitions and the bank’s ongoing support-including its commitment to further covenant resets-provide the directors with confidence that there is no immediate threat to the Group’s going-concern status. Securing the renewal of bank facilities beyond December 2026 remains a priority, and the directors consider the bank’s recent support for the sale and leaseback as a positive indicator in this regard.

Exceptional items
The prolonged market challenges have meant a review of the carrying value of the company's investment balance was required. The discounted cash flow methodology was considered the most appropriate way of conducting this and generated an investment impairment of £4.9m.
There were no exceptional items in the year ending October 2023.

Silverfish UK (Holdings) Limited

Strategic Report for the Year Ended 31 October 2024

Principal risks and uncertainties

Competitive markets
The Group operates in a highly competitive sector subject to supplier dynamics, retailer performance and wider economic conditions. These risks are mitigated through:
• Continued investment in Silverfish’s differentiated distribution model,
• Careful alignment of purchasing with demand,
• Active management of inventory,
• Ongoing improvements to systems and processes, and
• Strong relationships with brand partners, who have remained supportive throughout recent market challenges.
Financial risks
The Group is exposed to credit, liquidity and foreign exchange risks, each managed through established controls.
Credit risk
Arises primarily from trade receivables. Historically, bad debts have been low, and the Group continues to apply robust credit control procedures.
Foreign exchange risk
Managed through forward contracts that hedge approximately half of expected future currency exposures.
Liquidity risk
Managed through regularly updated short and long range cash flow forecasts. These forecasts identified the need for additional financing in late 2025, leading to the sale and leaseback of the Saltash premises, which was completed in October 2025 and contributed approximately £1.5 million to the Group’s cash balance, which stands at around £3 million at the time of writing. The directors remain committed to taking further actions if required to maintain adequate headroom.
The directors are also mindful of the bank loan maturity date of December 2026. An extension has been requested and will be formally reviewed in 2026. The bank’s support in recent years—including writing down debt at refinancing, resetting covenants, and releasing security to enable the sale and leaseback—provides confidence in a constructive outcome.

Covenant compliance
The senior lender ThinCats has remained supportive of the business and we expect to reset covenants in the near future and it has confirmed its intention to waive historical breaches as part of the reset.
Stock obsolescence
The prevailing market conditions have increased stock risk in recent years. Silverfish’s stock peaked at £10.5m in January 2023 and remained elevated at approximately £9m at the start of the financial year. Through targeted stock reduction initiatives-including detailed reviews of aged stock and selective customer discounting-the Group reduced stock levels to under £6m by year-end. A careful review identified some remaining obsolete items, meaning a year end provision was maintained, albeit at a much smaller value than the preceding year end.
Legislation changes
The Group may be affected by regulatory changes relating to the manufacture, sale and use of bicycles and related products. Ongoing communication with brand partners and membership of national cycling bodies help ensure the Group remains informed of potential changes and can respond appropriately.

Silverfish UK (Holdings) Limited

Strategic Report for the Year Ended 31 October 2024

Approved and authorised by the Board on 8 December 2025 and signed on its behalf by:

......................................... Mr M Osborne Director

Silverfish UK (Holdings) Limited

Directors' Report for the Year Ended 31 October 2024

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

Directors of the company

The directors who held office during the year were as follows:

Mr D Mabbott

Mr M Osborne

Mr E G Gardiner

Mr A P Metcalfe

Financial instruments

Objectives and policies

The group effectively manages its working capital through a range of established controls, including key performance indicators, a treasury management policy and the use of a revolving credit facility with its primary lender. To manage exposure to currency volatility, the Group uses foreign exchange forward contracts to hedge a proportion of anticipated surpluses and deficits.

Price risk, credit risk, liquidity risk and cash flow risk

Operational and financial risks are managed through a combination of forward planning, benchmarking of purchase prices, and regular credit assessments supported by external credit checking tools. Cash flow risk is addressed through detailed cash flow modelling, frequent reviews of liquidity and covenant headroom, and proactive communication with finance providers. These controls collectively support the Group’s ability to respond effectively to changes in market conditions.

Silverfish UK (Holdings) Limited

Directors' Report for the Year Ended 31 October 2024

Going concern

The principal risk to the Group’s going concern position relates to liquidity, reflecting the impact of recent sector-wide challenges on working capital and profitability. Further details are provided in the Strategic Report.
The sale and leaseback of the Saltash property, completed in October 2025, significantly strengthened the Group’s cash position. As a result, the directors have concluded that the Group remains a going concern, and the financial statements have been prepared on this basis.
The Board’s assessment is supported by:
• The bank’s stated intention to undertake a further covenant reset,
• The Group’s strong liquidity position (approximately £3m cash as at November 2025),
• Detailed forward-looking forecasts, and
• The continued support of shareholders, the bank and key suppliers.
At the time of signing, the group is in breach of certain financial covenants attached to its senior bank debt, which in turn has triggered a related breach of the shareholder loan notes. As a result, these balances, which totalled £13,215,076 at the balance sheet date, are technically repayable on demand. As the breaches occurred pre year end the debt is presented as a current liability at the balance sheet date. If the breaches are waived, the debts remain scheduled for final repayment at the end of the 2026 calendar year. The group does not currently hold sufficient cash to settle these amounts in full were they to be demanded immediately, although the directors expect the waivers and loan rescheduling to be agreed in the normal course of discussions.
The directors recognise that certain matters require consideration when assessing going concern at the date of approval. The directors acknowledge these facts currently represent a material uncertainty that, if they were not addressed, would have the potential to cast doubt on the entity’s ability to continue as a going concern at the date of approval. However they note that these matters are being addressed, the covenant reset on the bank debt is expected to be completed without difficulty, reflecting the bank’s recent approach, including its agreement to release security to enable the sale and leaseback. The reset would have been finalised prior to approval of these financial statements had it not been for the imminent filing deadline. The directors are also confident that an extension to the facility repayment date, which is scheduled for negotiation in Autumn 2026, will be agreed in the normal course of discussions, at which point these going concern uncertainties would be resolved. On this basis, the Board continues to adopt the going concern basis in preparing the accounts.

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 8 December 2025 and signed on its behalf by:

......................................... Mr M Osborne Director

Silverfish UK (Holdings) Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

• | select suitable accounting policies and apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

• | state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

Silverfish UK (Holdings) Limited

Independent Auditor's Report to the Members of Silverfish UK (Holdings) Limited

Opinion

We have audited the financial statements of Silverfish UK (Holdings) Limited (the 'company') for the year ended 31 October 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the company's affairs as at 31 October 2024 and of its 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to Note 2 in the financial statements, which indicates that the group is in breach of the covenants on its debt facilities, which are currently due for repayment at the end of the 2026 calendar year. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2 indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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. 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Silverfish UK (Holdings) Limited

Independent Auditor's Report to the Members of Silverfish UK (Holdings) Limited

We have nothing to report in this regard.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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, or returns adequate for our audit have not been received from branches not visited by us; or
• | the 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 page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditor Responsibilities for the audit of the financial statements

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

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

Silverfish UK (Holdings) Limited

Independent Auditor's Report to the Members of Silverfish UK (Holdings) Limited

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the entity and the sector in which it operates to identify the key laws and regulations affecting the entity. The key laws and regulations we identified were employment and health and safety legislation.
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, including, but not limited to the reporting framework (FRS 102) , the Companies Act and the relevant tax compliance regulations in the UK.
As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the entity’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:
• Reviewed legal and professional costs to identify legal costs in respect of non compliance;
• Enquiries with management whether there have been any known instances, allegations or suspicions of fraud or non compliance with laws and regulations;
• Reviewed minutes of board meetings.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting. Our proceedures involved the following;
• Review of significant accounting estimates for bias;

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

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

Silverfish UK (Holdings) Limited

Independent Auditor's Report to the Members of Silverfish UK (Holdings) 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 an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Duncan Leslie (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor
Melville Building East
Unit 18, 23 Royal William Yard
Stonehouse
Plymouth
Devon
PL1 3GW

9 December 2025

Silverfish UK (Holdings) Limited

Profit and Loss Account

Year Ended 31 October 2024

| Note | 2024 £ | 2023 £
Turnover |  | - | -
Gross profit/(loss) |  | - | -
Operating profit/(loss) |  | - | -
Amounts provided against investments |  | (4,931,706) | -
Loss before tax |  | (4,931,706) | -
Loss for the financial year |  | (4,931,706) | -

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above.

Silverfish UK (Holdings) Limited

Balance Sheet

31 October 2024

| Note | 2024 £ | 2023 £
Fixed assets |  |  |
Investments | 4 | 2,605,794 | 7,537,500
Creditors: Amounts falling due within one year | 5 | (30,000) | (30,000)
Net assets |  | 2,575,794 | 7,507,500
Capital and reserves |  |  |
Called up share capital |  | 100 | 100
Capital redemption reserve |  | 7,000,000 | 7,000,000
Profit and loss account |  | (4,424,306) | 507,400
Shareholders' funds |  | 2,575,794 | 7,507,500

Approved and authorised by the Board on 8 December 2025 and signed on its behalf by:

......................................... Mr M Osborne Director

Company Registration Number: 07702814

Silverfish UK (Holdings) Limited

Statement of Changes in Equity

Year Ended 31 October 2024

| Share capital £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 November 2023 | 100 | 7,000,000 | 507,400 | 7,507,500
Loss for the year | - | - | (4,931,706) | (4,931,706)
Total comprehensive income | - | - | (4,931,706) | (4,931,706)
At 31 October 2024 | 100 | 7,000,000 | (4,424,306) | 2,575,794

| Share capital £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 November 2022 | 100 | 7,000,000 | 507,400 | 7,507,500
Profit/(loss) for the year | - | - | - | -
Total comprehensive income | - | - | - | -
At 31 October 2023 | 100 | 7,000,000 | 507,400 | 7,507,500

Silverfish UK (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 October 2024

1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Units 3B & 3C
Woodacre Court
Saltash
Cornwall
PL12 6LY

These financial statements were authorised for issue by the Board on 8 December 2025.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', including Section 1A, and the Companies Act 2006. There are no material departures from FRS102.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Summary of disclosure exemptions

FRS 102 grants a qualifying entity exemptions from the full requirements of FRS 102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity.
The company has taken advantage of the exemption, under FRS 102 paragraph 1.12(b), from preparing a Statement of Cash Flows on the basis that it is a qualifying entity and its ultimate parent company, Silverfish Holdings Limited, includes the company’s cash flows in its own consolidated financial statements. The company is also taking exemption from disclosure of key management personnel compensation and exemption from disclosure of related party transactions entered into between the company and other members of the Silverfish Holdings Limited Group.

Group accounts not prepared

The financial statements contain information about Silverfish UK Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate parent, Silverfish Holdings Limited, a company incorporated in England and Wales.

Silverfish UK (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Going concern

The principal risk to the Group’s going concern position relates to liquidity, reflecting the impact of recent sector-wide challenges on working capital and profitability. Further details are provided in the Strategic Report.
The sale and leaseback of the Saltash property, completed in October 2025, significantly strengthened the Group’s cash position. As a result, the directors have concluded that the Group remains a going concern, and the financial statements have been prepared on this basis.
The Board’s assessment is supported by:
• The bank’s stated intention to undertake a further covenant reset,
• The Group’s strong liquidity position (approximately £3m cash as at November 2025),
• Detailed forward-looking forecasts, and
• The continued support of shareholders, the bank and key suppliers.
At the time of signing, the group is in breach of certain financial covenants attached to its senior bank debt, which in turn has triggered a related breach of the shareholder loan notes. As a result, these balances, which totalled £13,215,076 at the balance sheet date, are technically repayable on demand. As the breaches occurred pre year end the debt is presented as a current liability at the balance sheet date. If the breaches are waived, the debts remain scheduled for final repayment at the end of the 2026 calendar year. The group does not currently hold sufficient cash to settle these amounts in full were they to be demanded immediately, although the directors expect the waivers and loan rescheduling to be agreed in the normal course of discussions.
The directors recognise that certain matters require consideration when assessing going concern at the date of approval. The directors acknowledge these facts currently represent a material uncertainty that, if they were not addressed, would have the potential to cast doubt on the entity’s ability to continue as a going concern at the date of approval. However they note that these matters are being addressed, the covenant reset on the bank debt is expected to be completed without difficulty, reflecting the bank’s recent approach, including its agreement to release security to enable the sale and leaseback. The reset would have been finalised prior to approval of these financial statements had it not been for the imminent filing deadline. The directors are also confident that an extension to the facility repayment date, which is scheduled for negotiation in Autumn 2026, will be agreed in the normal course of discussions, at which point these going concern uncertainties would be resolved. On this basis, the Board continues to adopt the going concern basis in preparing the accounts.

Key sources of estimation uncertainty

The company holds an investment balance in the trading company Silverfish UK Limited. Each year the Directors complete an impairment review and when necessary consider the likely recoverable amount of the investment and whether any impairment provision is required. This is supported by a discounted cash-flow projection completed by management. The projection is subject to significant uncertainty regarding the key underlying assumptions such as discount rate and the future cash flows.

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment. Dividends on equity securities are recognised in income when receivable.

Silverfish UK (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Financial instruments

Classification
The company holds the following financial instruments:
• Other creditors
All financial instruments are classified as basic.
Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Dividends payable on preference shares are recognised as an expense in the Profit and Loss Account.

3 | Auditor's remuneration

Auditor's remuneration is borne by the trading subsidiary Silverfish UK Limited. The audit fee in relation to Silverfish UK (Holdings) Limited is £1,925 (2023 - £1,750).

Silverfish UK (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 October 2024

4 | Investments

| 2024 £ | 2023 £
Investments in subsidiaries | 2,605,794 | 7,537,500

Subsidiaries | £
Cost or valuation
At 1 November 2023 | 7,537,500
At 31 October 2024 | 7,537,500
Provision
At 1 November 2023 | -
Provision | 4,931,706
At 31 October 2024 | 4,931,706
Carrying amount
At 31 October 2024 | 2,605,794
At 31 October 2023 | 7,537,500

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2024 | 2023
Subsidiary undertakings
Silverfish UK Limited | Units 3B and 3C Woodacre Court Saltash Parkway Industrial Estate Burraton Road Saltash Cornwall PL12 6LY England | Ordinary | 100% | 100%

Silverfish UK (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Subsidiary undertakings
Silverfish UK Limited The principal activity of Silverfish UK Limited is an importer and wholesaler of bicycles, bicycle clothing and accessories.

5 | Creditors

| Note | 2024 £ | 2023 £
Due within one year |  |  |
Amounts due to group undertakings | 8 | 30,000 | 30,000

6 | Share capital

Allotted, called up and fully paid shares

| 2024 | 2023
| No. | £ | No. | £
Ordinary shares of £1 each | 90 | 90 | 90 | 90
Ordinary B shares of £1 each | 10 | 10 | 10 | 10
| 100 | 100 | 100 | 100

Rights, preferences and restrictions

Ordinary and Ordinary B shares have the following rights, preferences and restrictions: All shares rank equally for voting purposes. On a show of hands, each member has one vote and on a poll, each member has one vote per share held. Dividends may be paid to the holders of one or more classes of shares to the exclusion of the other or to all classes of shares, in each cash at the same or differing rates, as determined by ordinary resolution or resolution of the directors.

7 | Parent and ultimate parent undertaking

The company's immediate parent is Silverfish Group Holdings Limited, incorporated in England and Wales.
The most senior parent entity producing publicly available financial statements is Silverfish Holdings Limited. These financial statements are available upon request from Companies House.
The ultimate controlling party is the ultimate shareholders of Silverfish Holdings Limited, as no individual holds overall control.

Silverfish UK (Holdings) Limited

Notes to the Financial Statements

Year Ended 31 October 2024

8 | Related party transactions

The company has taken advantage of the exemption provided by FRS102 to not disclose transactions entered in to between two or more members of the group, provided that any entity which is a party to the transaction is wholly owned member of the group.

9 | Staff costs

The average number of persons employed by the company (including directors) during the year was 0 (2023: 0).