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Silverfish Holdings Limited

Annual Report and Consolidated Financial Statements
Year Ended 31 October 2024

Registration number: 11409967

 

Silverfish 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

Consolidated Profit and Loss Account

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 39

 

Silverfish Holdings Limited

Company Information

Directors

Mr E G Gardiner

Mr D G Mabbott

Mr A P Metcalfe

Mr M J H Osborne

Mr B Dale

Registered office

Units 3B and 3C
Saltash Parkway Industrial Estate
Saltash
PL12 6LY

Auditors

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

 

Silverfish Holdings Limited

Strategic Report

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 group is is that of importer and wholesaler of premium bicycles, high-end bicycle clothing, components and accessories.

Incorporation

The company was incorporated on the 12th June 2018 as ENSCO 1267 Limited but changed its name to Silverfish Holdings Limited on 20th January 2022.

Fair review of the business

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

Financial KPIs

Unit

2024

2023

Turnover

£

11,974,796

11,980,146

Gross profit margin

%

20

20

Turnover levels were maintained year-on-year, representing a notable stabilisation after two consecutive years of decline (2023 vs 2022: -20%; 2022 vs 2021: -14%). While wider market conditions remain challenging, this trend suggests that the most acute phase of demand contraction has passed.

The Group recorded an operating loss of £2,516k (2023: £2,210k). This includes £495k of goodwill amortisation (2023: £530k) and an impairment of goodwill (£572k), the latter of which is detailed in exceptional items below. While the loss is disappointing, it is broadly consistent with expectations given the prevailing trading environment.

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.
 

 

Silverfish Holdings Limited

Strategic Report

Year Ended 31 October 2024

Exceptional items

The prolonged market challenges have meant a review of the carrying value of the assets, and therefore goodwill, was required. The discounted cash flow methodology was considered the most appropriate way of conducting this and generated an impairment of goodwill of £572k in the year. The carrying value of investments in Silverfish (UK) Holdings Ltd and Silverfish Group Holdings Limited were also reviewed using the same methodology and required an impairment £4.9m and £5.1m respectively. The investment impairments can only be seen in the individual company account as the investment balance are removed as part of the Group accounts consolidation.

There were no exceptional items in the year ending October 2024. The prior year included a £2.5m bank loan write-down, presented as an exceptional item, and a £17m shareholder loan note write-down, presented as a capital contribution within equity.

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.

 

Silverfish Holdings Limited

Strategic Report

Year Ended 31 October 2024

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.

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

.........................................
Mr M J H Osborne
Director

 

Silverfish Holdings Limited

Directors' Report

Year Ended 31 October 2024

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

Directors of the group

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

Mr E G Gardiner

Mr D G Mabbott

Mr A P Metcalfe

Mr M J H Osborne

Mr B Dale

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 Holdings Limited

Directors' Report

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 auditor

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 auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

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

.........................................
Mr M J H Osborne
Director

 

Silverfish 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Silverfish Holdings Limited

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

Opinion

We have audited the financial statements of Silverfish Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's 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 auditor 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.

Material uncertainty related 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 group’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.

 

Silverfish Holdings Limited

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

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.

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 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 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 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.

 

Silverfish Holdings Limited

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

Auditor’s responsibilities for the audit of the financial statements

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

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:

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 nominal journal entries for reasonableness;
• Review of significant accounting estimates for bias;
• Substantive testing of the accuracy and occurence of sales

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 Holdings Limited

Independent Auditor's Report to the Members of Silverfish 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
PL1 3GW

9 December 2025

 

Silverfish Holdings Limited

Consolidated Profit and Loss Account

Year Ended 31 October 2024

Note

31 October
2024
£

31 October
2023
£

Turnover

3

11,974,796

11,980,146

Cost of sales

 

(9,542,458)

(9,554,210)

Gross profit

 

2,432,338

2,425,936

Administrative expenses

 

(4,948,761)

(4,635,738)

Operating loss

4

(2,516,423)

(2,209,802)

Gain on debt write off

 

-

2,500,000

Other interest receivable and similar income

8

55,295

13,205

Interest payable and similar expenses

9

(1,077,360)

(1,487,740)

   

(1,022,065)

1,025,465

Loss before tax

 

(3,538,488)

(1,184,337)

Tax on loss

10

-

(279,996)

Loss for the financial year

 

(3,538,488)

(1,464,333)

Profit/(loss) attributable to:

 

Owners of the company

 

(3,538,488)

(1,464,333)

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

 

Silverfish Holdings Limited

Consolidated Balance Sheet

31 October 2024

Note

31 October
2024
£


 31 October
2023
£

Fixed assets

 

Intangible assets

11

3,094,416

4,051,441

Tangible assets

12

1,317,092

1,338,898

 

4,411,508

5,390,339

Current assets

 

Stocks

14

5,650,429

8,877,529

Debtors

15

1,926,930

1,419,666

Cash at bank and in hand

 

2,876,735

2,013,306

 

10,454,094

12,310,501

Creditors: Amounts falling due within one year

17

(14,132,624)

(885,998)

Net current (liabilities)/assets

 

(3,678,530)

11,424,503

Total assets less current liabilities

 

732,978

16,814,842

Creditors: Amounts falling due after more than one year

17

-

(12,543,376)

Net assets

 

732,978

4,271,466

Capital and reserves

 

Called up share capital

21

11,117

11,117

Capital contribution reserve

17,128,502

17,128,502

Profit and loss account

(16,406,641)

(12,868,153)

Equity attributable to owners of the company

 

732,978

4,271,466

Shareholders' funds

 

732,978

4,271,466

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

.........................................
Mr M J H Osborne
Director

Company Registration Number: 11409967

 

Silverfish Holdings Limited

Balance Sheet

31 October 2024

Note

31 October
2024
£

31 October
2023
£

Fixed assets

 

Investments

13

1

1

Current assets

 

Debtors

15

9,193

9,193

Cash at bank and in hand

 

1,921

1,921

 

11,114

11,114

Net assets

 

11,115

11,115

Capital and reserves

 

Called up share capital

21

11,117

11,117

Profit and loss account

(2)

(2)

Shareholders' funds

 

11,115

11,115

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial year of £- (2023 - profit of £2).

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

.........................................
Mr M J H Osborne
Director

Company Registration Number: 11409967

 

Silverfish Holdings Limited

Consolidated Statement of Changes in Equity

Year Ended 31 October 2024

Share capital
£

Capital contribution reserve
£

Profit and loss account
£

Total
£

At 1 November 2023

11,117

17,128,502

(12,868,153)

4,271,466

Loss for the year

-

-

(3,538,488)

(3,538,488)

Total comprehensive income

-

-

(3,538,488)

(3,538,488)

At 31 October 2024

11,117

17,128,502

(16,406,641)

732,978

Share capital
£

Capital contribution reserve
£

Profit and loss account
£

Total
£

At 1 November 2022

8,500

-

(11,403,820)

(11,395,320)

Loss for the year

-

-

(1,464,333)

(1,464,333)

Total comprehensive income

-

-

(1,464,333)

(1,464,333)

New share capital subscribed

2,617

-

-

2,617

Capital contribution on debt write off

-

17,128,502

-

17,128,502

At 31 October 2023

11,117

17,128,502

(12,868,153)

4,271,466

 

Silverfish Holdings Limited

Statement of Changes in Equity

Year Ended 31 October 2024

Share capital
£

Profit and loss account
£

Total
£

At 1 November 2023

11,117

(2)

11,115

Profit/(loss) for the year

-

-

-

Total comprehensive income

-

-

-

At 31 October 2024

11,117

(2)

11,115

Share capital
£

Profit and loss account
£

Total
£

At 1 November 2022

8,500

-

8,500

Loss for the year

-

(2)

(2)

Total comprehensive income

-

(2)

(2)

New share capital subscribed

2,617

-

2,617

At 31 October 2023

11,117

(2)

11,115

 

Silverfish Holdings Limited

Consolidated Statement of Cash Flows

Year Ended 31 October 2024

Note

31 October
2024
£

31 October
2023
£

Cash flows from operating activities

Loss for the year

 

(3,538,488)

(1,464,333)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

1,173,105

610,486

Finance income

8

(55,295)

(13,205)

Finance costs

9

1,077,360

1,487,740

Income tax expense

10

-

279,996

Gain/loss on debt write off

 

-

(2,500,000)

 

(1,343,318)

(1,599,316)

Working capital adjustments

 

Decrease in stocks

14

3,227,100

799,287

(Increase)/decrease in trade debtors

15

(414,085)

439,547

Decrease in trade creditors

17

(61,629)

(1,552,234)

Cash generated from operations

 

1,408,068

(1,912,716)

Income taxes paid

10

-

(10,996)

Net cash flow from operating activities

 

1,408,068

(1,923,712)

Cash flows from investing activities

 

Interest received

55,295

13,205

Acquisitions of tangible assets

(51,034)

(39,044)

Proceeds from sale of tangible assets

 

-

26,177

Acquisition of intangible assets

11

(143,240)

(30,165)

Net cash flows from investing activities

 

(138,979)

(29,827)

Cash flows from financing activities

 

Interest paid

9

(405,660)

(117,856)

Proceeds from issue of ordinary shares, net of issue costs

 

-

2,617

Proceeds from other borrowing draw downs

 

-

3,602,052

Payments to finance lease creditors

 

-

10,650

Net cash flows from financing activities

 

(405,660)

3,497,463

Net increase in cash and cash equivalents

 

863,429

1,543,924

Cash and cash equivalents at 1 November

 

2,013,306

469,382

Cash and cash equivalents at 31 October

 

2,876,735

2,013,306

 

Silverfish 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 and 3C
Saltash Parkway Industrial Estate
Saltash
PL12 6LY
England

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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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 the company’s cash flows are included in the 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.

The company has also taken advantage of the exemption under S408 to not prepare a company statement of profit and loss.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 October 2024.

As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

 

Silverfish 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.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Judgements

Deferred tax. The group has made the significant judgement to recognise no deferred tax asset related to carried forward losses at the current time.

Key sources of estimation uncertainty

Goodwill. Each year the Directors complete an impairment review and when necessary consider the likely recoverable amount of the Goodwill and Fixed Asset balance and whether any impairment provision is required. This is supported by an assessment of realisable value and 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. As a result of the work completed in the current year the Directors recognised an impairment of £571,608 (2023 - £Nil). The carrying amount is £2,892,640 (2023 -£3,959,140).

Stock provision. The company estimates the stock provision based on a risk analysis of outstanding stock at the year end and an assessment of estimated realisable value of discontinued stock. This estimate is dependent on the assumption that the future pattern of stock sales accurately reflects the past history of similar stock movement.. The carrying amount is £497,120 (2023 -£946,085).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.

Turnover is recognised on point of despatch on sale of goods. Service work completed under warranties is recognised on point of despatch.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items are carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and buildings

2% straight line

Plant and machinery

10-33% straight line

Motor vehicles (owned)

25% reducing balance

Motor vehicles (hire purchase)

Over the life of the lease

Assets under construction

None until available for use

Goodwill

Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Website and computer software costs

25% straight line

Goodwill

10% straight line

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.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

At each reporting date stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell, the impairment loss is recognised immediately in the Profit or Loss Account.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Other loans;
• Bank loans;
• Cash and bank balances;
• Derivative forward foreign currency contracts.


All financial instruments are classified as basic (other than the derivatives).

 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.

Except for bank loans, 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.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

 

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Derivative financial instruments and hedging

Derivatives
The group uses forward foreign currency contracts to reduce exposure to foreign exchange rates.

Derivative financial instruments are initially measured at fair value and are subsequently measured at fair value through profit or loss. When the fair value is positive the derivatives are carried as current assets; and as current liabilities when the fair value is negative. The fair value of the forward foreign currency contracts is calculated by comparing the year end spot rate or forward contract rates, which acts as an approximation for the fair value of the contracts, with the contracted rates.

 

 

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

31 October
2024
£

31 October
2023
£

Sale of goods

11,974,796

11,980,146

The analysis of the group's Turnover for the year by market is as follows:

31 October
2024
£

31 October
2023
£

UK

10,035,783

9,506,593

Europe

1,939,013

2,473,553

11,974,796

11,980,146

4

Operating loss

Arrived at after charging/(crediting)

31 October
2024
£

31 October
2023
£

Depreciation expense

72,840

80,022

Amortisation expense

1,100,265

530,464

Foreign exchange losses/(gains)

18,690

(317,633)

Operating lease expense - property

38,750

36,667

Operating lease expense - plant and machinery

67,636

66,696

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

5

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

31 October
2024
£

31 October
2023
£

Wages and salaries

2,057,188

1,993,549

Social security costs

222,599

206,669

Pension costs, defined contribution scheme

62,267

72,881

Redundancy costs

45,286

-

2,387,340

2,273,099

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

31 October
2024
No.

31 October
2023
No.

Management

4

4

Administration and support

16

18

Sales

11

9

Production and warehouse

22

26

53

57

6

Directors' remuneration

The directors' remuneration for the year was as follows:

31 October
2024
£

31 October
2023
£

Remuneration

510,366

496,697

Contributions paid to money purchase schemes

32,581

26,823

542,947

523,520

During the year the number of directors who were receiving benefits and share incentives was as follows:

31 October
2024
No.

31 October
2023
No.

Accruing benefits under defined benefit pension scheme

4

4

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

In respect of the highest paid director:

31 October
2024
£

31 October
2023
£

Remuneration

137,363

179,429

Company contributions to money purchase pension schemes

4,701

5,729

7

Auditor's remuneration

31 October
2024
£

31 October
2023
£

Audit of these financial statements

4,490

4,080


 

8

Other interest receivable and similar income

31 October
2024
£

31 October
2023
£

Interest income on bank deposits

55,295

13,205

9

Interest payable and similar expenses

31 October
2024
£

31 October
2023
£

Interest on bank loans

547,629

629,252

Interest on other loans

529,731

858,488

1,077,360

1,487,740

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

31 October
2024
£

31 October
2023
£

Current taxation

UK corporation tax

-

10,996

Deferred taxation

Arising from origination and reversal of timing differences

-

269,000

Tax expense in the income statement

-

279,996

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 22.52%).

The differences are reconciled below:

31 October
2024
£

31 October
2023
£

Loss before tax

(3,538,488)

(1,184,337)

Corporation tax at standard rate

(884,622)

(266,685)

Increase in UK and foreign current tax from adjustment for prior periods

-

10,996

Effect of revenues exempt from taxation

-

(562,945)

Effect of expense not deductible in determining taxable profit (tax loss)

275,564

131,048

Increase from tax losses for which no deferred tax asset was recognised

609,058

941,714

Deferred tax expense relating to changes in tax rates or laws

-

26,709

Decrease from effect of tax incentives

-

(841)

Total tax charge

-

279,996

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Liability
£

Difference between accumulated depreciation, amortisation and capital allowances

(24,502)

-

Tax losses carried forward

24,502

-

-

-

2023

Asset
£

Liability
£

Difference between accumulated depreciation, amortisation and capital allowances

(32,083)

-

Tax losses carried forward

32,083

-

-

-

There are £6,618,324 of unused tax losses (2023 - £4,182,092) for which no deferred tax asset is recognised in the balance sheet.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

11

Intangible assets

Group

Goodwill
 £

Website and computer software
£

Total
£

Cost or valuation

At 1 November 2023

14,526,324

499,401

15,025,725

Additions acquired separately

-

143,240

143,240

At 31 October 2024

14,526,324

642,641

15,168,965

Amortisation

At 1 November 2023

10,567,184

407,100

10,974,284

Amortisation charge

494,892

33,765

528,657

Impairment

571,608

-

571,608

At 31 October 2024

11,633,684

440,865

12,074,549

Carrying amount

At 31 October 2024

2,892,640

201,776

3,094,416

At 31 October 2023

3,959,140

92,301

4,051,441

Amortisation of intangible assets is included within administrative expenses.

Included in the carrying value is £161,667 (2023: £22,838) of assets under development.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

12

Tangible assets

Group

Land and buildings
£

Motor vehicles
 £

Plant and machinery
£

Total
£

Cost or valuation

At 1 November 2023

1,526,252

25,526

303,106

1,854,884

Additions

-

-

51,034

51,034

At 31 October 2024

1,526,252

25,526

354,140

1,905,918

Depreciation

At 1 November 2023

317,675

14,789

183,522

515,986

Charge for the year

22,593

2,684

47,563

72,840

At 31 October 2024

340,268

17,473

231,085

588,826

Carrying amount

At 31 October 2024

1,185,984

8,053

123,055

1,317,092

At 31 October 2023

1,208,577

10,737

119,584

1,338,898

Included within the net book value of land and buildings above is £Nil (2023 - £Nil) in respect of freehold land and buildings, £1,185,984 (2023 - £1,208,577) in respect of long leasehold land and buildings.
 

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

13

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group 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 Group Holdings Limited*

Units 3B & 3C
Saltash Parkway
Industrial Estate
Saltash
England
PL12 6LY

Ordinary

100%

100%

England and Wales

Silverfish UK (Holdings) Limited

Units 3B & 3C
Saltash Parkway
Industrial Estate
Saltash
England
PL12 6LY

Ordinary

100%

100%

England and Wales

Silverfish UK Limited

Units 3B & 3C
Saltash Parkway
Industrial Estate
Saltash
England
PL12 6LY

Ordinary

100%

100%

England and Wales

* indicates direct investment of the company

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Subsidiary undertakings

Silverfish Group Holdings Limited

The principal activity of Silverfish Group Holdings Limited is a holding company.

Silverfish UK (Holdings) Limited

The principal activity of Silverfish UK (Holdings) Limited is a holding company.

Silverfish UK Limited

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

Company

31 October
2024
£

31 October
2023
£

Investments in subsidiaries

1

1

Subsidiaries

£

Cost or valuation

At 1 November 2023

1

At 31 October 2024

1

Provision

At 1 November 2023

-

At 31 October 2024

-

Carrying amount

At 31 October 2024

1

At 31 October 2023

1

14

Stocks

 

Group

Company

31 October
2024
£

31 October
2023
£

31 October
2024
£

31 October
2023
£

Finished goods and goods for resale

5,650,429

8,877,529

-

-

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

15

Debtors

   

Group

Company

Note

31 October
2024
£

31 October
2023
£

31 October
2024
£

31 October
2023
£

Trade debtors

 

1,703,855

1,231,081

-

-

Amounts owed by related parties

24

-

-

9,193

9,193

Other debtors

 

89,360

80,156

-

-

Prepayments

 

133,715

108,429

-

-

 

1,926,930

1,419,666

9,193

9,193

16

Cash and cash equivalents

 

Group

Company

31 October
2024
£

31 October
2023
£

31 October
2024
£

31 October
2023
£

Cash on hand

64

541

-

-

Cash at bank

2,872,324

2,002,765

1,921

1,921

Short-term deposits

4,347

10,000

-

-

2,876,735

2,013,306

1,921

1,921

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

17

Creditors

   

Group

Company

Note

31 October
2024
£

31 October
2023
£

31 October
2024
£

31 October
2023
£

Due within one year

 

Loans and borrowings

18

13,215,076

-

-

-

Trade creditors

 

552,184

524,015

-

-

Social security and other taxes

 

195,955

211,133

-

-

Outstanding defined contribution pension costs

 

11,539

10,775

-

-

Other creditors

 

36,568

72,380

-

-

Accruals

 

121,302

67,695

-

-

 

14,132,624

885,998

-

-

Due after one year

 

Loans and borrowings

18

-

12,543,376

-

-

18

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

31 October
2024
£

31 October
2023
£

31 October
2024
£

31 October
2023
£

Bank borrowings

-

7,710,699

-

-

Other borrowings

-

4,832,677

-

-

-

12,543,376

-

-

Current loans and borrowings

 

Group

Company

31 October
2024
£

31 October
2023
£

31 October
2024
£

31 October
2023
£

Bank borrowings

7,852,668

-

-

-

Other borrowings

5,362,408

-

-

-

13,215,076

-

-

-

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Group

Bank borrowings

Bank loan 1 is denominated in £ with a nominal interest rate of 6.5%, and the final instalment is due on 22 December 2026. The carrying amount at year end is £2,390,811 (2023 - £2,366,431).

The loan is secured by a fixed and floating charge over all property and undertakings. The chargors are the 4 constituent companies of the Silverfish Holdings Limited group.

Bank loan 2 is denominated in £ with a nominal interest rate of 6.5%, and the final instalment is due on 22 December 2026. The carrying amount at year end is £4,152,780 (2023 - £4,110,682).

The loan is secured by a fixed and floating charge over all property and undertakings. The chargors are the 4 constituent companies of the Silverfish Holdings Limited group.

Bank loan 3 is denominated in £ with a nominal interest rate of 6.5%, and the final instalment is due on 31 January 2027. The carrying amount at year end is £1,440,890 (2023 - £1,426,235).

The loan is secured by a fixed and floating charge over all property and undertakings. The chargors are the 4 constituent companies of the Silverfish Holdings Limited group.

The loans above are presented net of issue costs incurred of £131,813 (2023 - £192,650).

Other borrowings

Loan notes D is denominated in £ with a nominal interest rate of 12%, and the final instalment is due on 23 December 2026. The carrying amount at year end is £3,602,063 (2023 - £3,245,230).

The loan notes D are secured by a fixed and floating charge over all property and undertakings. The chargors are the 4 constituent companies of the Silverfish Holdings Limited group

Loan notes E is denominated in £ with a nominal interest rate of 12%, and the final instalment is due on 23 December 2026. The carrying amount at year end is £1,760,345 (2023 - £1,588,140).

Loan covenants
On 30 April 2024 the group breached a financial covenants on its bank borrowings, the senior debt facility, causing a cross-default on the other borrowings.

Prior to the year end on 27 August 2024 the bank agreed to amend the loan agreement to alter loan covenant thresholds and waive historical breaches.

On 30 September 2024 the group breached a financial covenants on its bank borrowings, the senior debt facility, causing a cross-default on the other borrowings. As a result these liabilities are presented
as current at year end.


 

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

19

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

31 October
2024
£

31 October
2023
£

Not later than one year

100,773

65,181

Later than one year and not later than five years

138,493

36,336

239,266

101,517

The amount of non-cancellable operating lease payments recognised as an expense during the year was £106,386 (2023 - £103,363).

20

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £62,267 (2023 - £72,881).

Contributions totalling £11,539 (2023 - £10,775) were payable to the scheme at the end of the year and are included in creditors.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

21

Share capital

Allotted, called up and fully paid shares

 

2024

2023

 

No.

£

No.

£

Ordinary A shares of £0.01 each

408,000

4,080

408,000

4,080.00

Ordinary B shares of £0.01 each

102,000

1,020

102,000

1,020.00

Ordinary C shares of £0.01 each

340,000

3,400

340,000

3,400.00

Ordinary D shares of £0.12 each

16,026

1,923

16,026

1,923.12

Ordinary E shares of £0.01 each

37,422

374

37,422

374.22

Ordinary F shares of £0.01 each

9,356

94

9,356

93.56

Ordinary G shares of £0.01 each

22,574

226

22,574

225.74

 

935,378

11,117

935,378

11,117

Rights, preferences and restrictions

Ordinary A, B, C, D, E, F and G shares have the following rights, preferences and restrictions:
Ordinary D, E and G shares are entitled to one vote per share at meetngs. Ordinary A, B, C and F shares confer no voting rights. Any dividends declared are paid in cash pro rate between holders of Ordinary D, E and G shares. Ordinary A, B, C and F shares do not carry the rights to receive dividends. All shares are not redeemable. Return of capital on any surplus assets is to holders of D, E, F and G shares (pro rata as if they constituted one class) on the first £1,000,000,000.

22

Parent and ultimate parent undertaking

The ultimate controlling party is the shareholders as a group, no individual holds overall control.

23

Financial instruments

Group

Financial liabilities measured at fair value

Forward foreign currency contracts
The fair value of the forward foreign currency contracts is calculated by comparing the year end spot rate or forward rate, which acts as an approximation for the fair value of the contracts, with the contracted rates. The group had a number of active contracts at year end but the fair value recognised in the balance sheet is £Nil (2023 - £Nil) and the change in value included in profit or loss is £Nil (2023 - £Nil).

The fair value is £Nil (2023 - £Nil) and the change in value included in profit or loss is £Nil (2023 - £Nil).

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

24

Related party transactions

Group

The company has taken advantage of the exemption provided by FRS 102 to not disclose transactions entered in to between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

The company considers that the statutory directors meet the definition of key management under FRS102 as disclosed in note 6.

Transactions with directors

2024

At 1 November 2023
£

Interest incurred by company payable to director
£

At 31 October 2024
£

Director 1

Loan note B in Silverfish Group Holdings

-

-

-

Loan note E in Silverfish Group Holdings

1,588,140

172,205

1,760,345

 

1,588,140

172,205

1,760,345

     

 

2023

At 1 November 2022
£

Loan notes issued to director
£

Interest incurred by company payable to director
£

Written off
£

At 31 October 2023
£

Director 1

Loan note B in Silverfish Group Holdings

7,391,409

-

216,199

(7,607,608)

-

Loan note E in Silverfish Group Holdings

808,153

633,000

146,987

-

1,588,140

 

8,199,562

633,000

363,186

(7,607,608)

1,588,140

       

 

Other transactions with directors
During the prior year a director received an asset with a net book value of £26,177. This was transferred in part consideration for the loan note write off in Silverfish Group Holdings Limited.

During the prior year the group bore total costs of £19,000 on behalf of a director related to the loan note write off and refinance.

 

Silverfish Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2024

Loan notes are held by a Director of the company, their spouse and a Trust for which the Director and their spouse act as Trustees. The loan notes B incurred interest at 10% and were written off in the prior year as part of the re-finance package. The loan notes E incur interest at 12% and are repayable in December 2026. Balances presented above include interest accrued at the balance sheet date.

25

Analysis of changes in net debt

Group

At 1 November 2023
£

Financing cash flows
£

Other non-cash changes
£

At 31 October 2024
£

Cash and cash equivalents

Cash

2,013,306

863,429

-

2,876,735

Borrowings

Long term borrowings

(12,543,376)

404,591

12,138,785

-

Short term borrowings

-

-

(13,215,076)

(13,215,076)

(12,543,376)

404,591

(1,076,291)

(13,215,076)

 

(10,530,070)

1,268,020

(1,076,291)

(10,338,341)


26 Post balance sheet events
On 31 October 2025 Silverfish UK completed a sale and leaseback arrangement on its main trading premises.