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Silverfish Group Holdings Limited
Annual Report and Financial Statements
Year Ended 31 October 2025

Registration number: 13664853

Silverfish Group 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 26

Silverfish Group 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 England PL12 6LY

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

Silverfish Group Holdings Limited

Strategic Report for the Year Ended 31 October 2025

The directors present their strategic report for the year ended 31 October 2025.

Principal activity

The principal activity of the company is that of a management company.

Fair review of the business

The role of the company within the group is to hold the group financing and investment balances. 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 2025, with the macroeconomic factors noted in previous years’ financial statements continuing to impact performance. Whilst some categories showed signs of normalisation, overstocking remained a significant issue in most, and consequently discounting remained higher than usual as companies compete to reduce their inventory to support liquidity. Despite this backdrop, Silverfish continued to weather the storm better than most, with its carefully curated brand portfolio and disciplined operational management supporting a broadly stable trading performance.
Liquidity remains strong, with approximately £2.9m cash at year end (2024: £2.9m) and £2.9m at February 2026. 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 and a gain of £0.4m. 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 | 2025 | 2024
Loss for the financial period | £ | 490,906 | 5,813,048
Investments | £ | 2,605,794 | 2,605,794

The Group recorded an operating loss of £1,588k (2024: £2,516k), which includes £413k of goodwill amortisation (2024: £495k). While the loss is disappointing, it is an improvement on the prior year performance and 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 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 Group Holdings Limited

Strategic Report for the Year Ended 31 October 2025

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 is typically managed through forward contracts that hedge approximately half of expected future currency exposures. In the year ending October 2025, the company used more complex derivative options as part of its foreign exchange risk mitigation for the first time to support an improvement in the average hedging rate and allow greater participation in any foreign exchange rate upside.
Liquidity risk is 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 £2.9 million at February 2026. 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, remains supportive of the business and is willing to reset covenants as part of the debt restructure timetabled for summer 2026.
Stock obsolescence
The prevailing market conditions have increased stock risk in recent years. Silverfish’s stock peaked at £10.5m in January 2023 but is has largely normalised in the year to October 2025 at around the £5-6m level. Despite this improved position, a careful review identified some remaining obsolete items, meaning a year end provision was maintained.
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 Group Holdings Limited

Strategic Report for the Year Ended 31 October 2025

Approved by the Board on 16 March 2026 and signed on its behalf by:

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

Silverfish Group Holdings Limited

Directors' Report for the Year Ended 31 October 2025

The directors present their report and the financial statements for the year ended 31 October 2025.

Directors of the company

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 Group Holdings Limited

Directors' Report for the Year Ended 31 October 2025

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 negotiate a debt restructure in the summer of 2026, which will include a covenant reset,
• The Group’s strong liquidity position (approximately £2.9m cash as at February 2026),
• 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 £13,319,583 (2024: £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 and the debt restructure, including a covenant reset, is expected to be completed without difficulty. This reflects the bank’s recent approach, including its agreement to release its security over the property to enable the sale and leaseback. The directors are also confident that an extension to the facility repayment date, which is scheduled for negotiation in summer 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 by the Board on 16 March 2026 and signed on its behalf by:

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

Silverfish Group 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.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Silverfish Group Holdings Limited

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

Opinion

We have audited the financial statements of Silverfish Group Holdings Limited (the 'company') for the year ended 31 October 2025, 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 2025 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 sets out 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. 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 Group Holdings Limited

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

Independent Auditor's Report to the Members of Silverfish Group 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.

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.

Silverfish Group Holdings Limited

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

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

16 March 2026

Silverfish Group Holdings Limited

Profit and Loss Account

Year Ended 31 October 2025

| Note | 2025 £ | 2024 £
Turnover | 3 | 886,667 | 700,000
Gross profit |  | 886,667 | 700,000
Administrative expenses |  | (403,895) | (398,811)
Operating profit |  | 482,772 | 301,189
Amounts provided against investments |  | - | (5,124,807)
Interest payable and similar expenses | 7 | (973,678) | (989,430)
|  | (973,678) | (6,114,237)
Loss before tax |  | (490,906) | (5,813,048)
Loss for the financial year |  | (490,906) | (5,813,048)

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 Group Holdings Limited

Balance Sheet

31 October 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Tangible assets | 9 | 138 | 1,406
Investments | 10 | 2,605,794 | 2,605,794
|  | 2,605,932 | 2,607,200
Current assets |  |  |
Debtors | 11 | 9,718,611 | 10,047,913
Cash at bank and in hand |  | 28,327 | 57,944
|  | 9,746,938 | 10,105,857
Creditors: Amounts falling due within one year | 13 | (12,090,754) | (11,960,035)
Net current liabilities |  | (2,343,816) | (1,854,178)
Net assets |  | 262,116 | 753,022
Capital and reserves |  |  |
Called up share capital |  | 1 | 1
Capital contribution reserve |  | 17,128,502 | 17,128,502
Profit and loss account |  | (16,866,387) | (16,375,481)
Shareholders' funds |  | 262,116 | 753,022

Approved and authorised by the Board on 16 March 2026 and signed on its behalf by:

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

Company Registration Number: 13664853

Silverfish Group Holdings Limited

Statement of Changes in Equity

Year Ended 31 October 2025

| Share capital £ | Capital contribution reserve £ | Profit and loss account £ | Total £
At 1 November 2024 | 1 | 17,128,502 | (16,375,481) | 753,022
Loss for the year | - | - | (490,906) | (490,906)
Total comprehensive income | - | - | (490,906) | (490,906)
At 31 October 2025 | 1 | 17,128,502 | (16,866,387) | 262,116

| Share capital £ | Capital contribution reserve £ | Profit and loss account £ | Total £
At 1 November 2023 | 1 | 17,128,502 | (10,562,433) | 6,566,070
Loss for the year | - | - | (5,813,048) | (5,813,048)
Total comprehensive income | - | - | (5,813,048) | (5,813,048)
At 31 October 2024 | 1 | 17,128,502 | (16,375,481) | 753,022

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

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
England
PL12 6LY
England

These financial statements were authorised for issue by the Board on 16 March 2026.

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 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.

Name of parent of group

These financial statements are consolidated in the financial statements of Silverfish Holdings Limited.

The financial statements of Silverfish Holdings Limited may be obtained from Companies House.

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

Group accounts not prepared

The financial statements contain information about Silverfish Group 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.

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 negotiate a debt restructure in the summer of 2026, which will include a covenant reset,
• The Group’s strong liquidity position (approximately £2.9m cash as at February 2026),
• 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 £13,319,583 (2024: £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 and the debt restructure, including a covenant reset, is expected to be completed without difficulty. This reflects the bank’s recent approach, including its agreement to release its security over the property to enable the sale and leaseback. The directors are also confident that an extension to the facility repayment date, which is scheduled for negotiation in summer 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 Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

Judgements

The company has made the significant judgement to recognise no deferred tax asset of £916,379 (2024: £793,652) related to carried forward tax losses at this time.

Key sources of estimation uncertainty

The company holds an investment balance in the holding company Silverfish UK (Holdings) 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. The carrying amount is £2,605,794 (2024 - £2,605,794).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of management services to companies in the Silverfish Holdings Limited group. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company. Turnover is recognised in the same period as the underlying management services are provided.

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
Computer equipment | 33% 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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

Financial instruments

Classification
The company holds the following financial instruments:
• Short term trade and other debtors and creditors;
• Other loans;
• Bank loans; and
• Cash and bank balances.
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.
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 and others loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

3 | Turnover

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

| 2025 £ | 2024 £
Rendering of services | 886,667 | 700,000

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

| 2025 £ | 2024 £
UK | 886,667 | 700,000

4 | Staff costs

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

| 2025 £ | 2024 £
Wages and salaries | 265,748 | 257,756
Social security costs | 31,263 | 29,232
Pension costs, defined contribution scheme | 6,931 | 17,077
| 303,942 | 304,065

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

| 2025 No. | 2024 No.
Administration and support | 5 | 5
| 5 | 5

5 | Directors' remuneration

The directors' remuneration for the year was as follows:

| 2025 £ | 2024 £
Remuneration | 144,751 | 129,109
Contributions paid to money purchase schemes | 4,108 | 8,550
| 148,859 | 137,659

6 | Auditor's remuneration

Auditor's remuneration is borne by the trading subsidiary Silverfish UK Limited. The audit fee in relation to Silverfish Group Holdings Limited is £6,065 (2024 - £5,775).

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

7 | Interest payable and similar expenses

| 2025 £ | 2024 £
Interest on bank loans | 445,394 | 459,699
Interest on other loans | 528,284 | 529,731
| 973,678 | 989,430

8 | Taxation

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 2025 £ | 2024 £
Loss before tax | (490,906) | (5,813,048)
Corporation tax at standard rate | (122,727) | (1,453,262)
Effect of expense not deductible in determining taxable profit (tax loss) | - | 1,281,202
Increase from tax losses for which no deferred tax asset was recognised | 122,727 | 172,060
Total tax charge/(credit) | - | -

Deferred tax

Deferred tax assets and liabilities

2025 | Asset £ | Liability £
Fixed asset timing difference | (35) | -
Tax losses carried forward | 35 | -
| - | -

2024 | Asset £ | Liability £
Fixed asset timing difference | (352) | -
Tax losses carried forward | 352 | -
| - | -

There are £3,665,515 of unused tax losses (2024 - £3,174,609) for which no deferred tax asset is recognised in the balance sheet.

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

9 | Tangible assets

| Computer equipment £ | Total £
Cost or valuation
At 1 November 2024 | 4,502 | 4,502
At 31 October 2025 | 4,502 | 4,502
Depreciation
At 1 November 2024 | 3,096 | 3,096
Charge for the year | 1,268 | 1,268
At 31 October 2025 | 4,364 | 4,364
Carrying amount
At 31 October 2025 | 138 | 138
At 31 October 2024 | 1,406 | 1,406

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

10 | Investments

| 2025 £ | 2024 £
Investments in subsidiaries | 2,605,794 | 2,605,794

Subsidiaries | £
Cost or valuation
At 1 November 2024 | 17,749,937
At 31 October 2025 | 17,749,937
Provision
At 1 November 2024 | 15,144,143
At 31 October 2025 | 15,144,143
Carrying amount
At 31 October 2025 | 2,605,794
At 31 October 2024 | 2,605,794

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
|  |  | 2025 | 2024
Subsidiary undertakings
Silverfish UK (Holdings) Limited* | Units 3B & 3C Saltash Parkway Industrial Estate Saltash England PL12 6LY England and Wales | Ordinary | 100% | 100%
Silverfish UK Limited | Units 3B & 3C Saltash Parkway Industrial Estate Saltash England PL12 6LY England and Wales | Ordinary | 100% | 100%

* indicates direct investment of the company

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

Subsidiary undertakings
Silverfish UK (Holdings) Limited* The principal activity of Silverfish UK (Holdings) Limited* is that of a holding company.
Silverfish UK Limited The principal activity of Silverfish UK Limited is importer and wholesaler of bicycles, bicycle clothing and accessories.

11 | Debtors

| 2025 £ | 2024 £
Amounts owed by group companies | 9,718,611 | 10,046,317
Other debtors | - | 1,596
| 9,718,611 | 10,047,913
Less non-current portion | (9,718,611) | (10,046,317)
| - | 1,596

Details of trade and other debtors

£9,718,611 (2024 - £10,046,317) of amounts owed to group companies is classified as non current. The loan is interest free and repayable on demand. In the Directors' judgement the loan is unlikely to be repaid within 12 months of the balance sheet date and has been classified as non-current.

12 | Cash and cash equivalents

| 2025 £ | 2024 £
Cash at bank | 28,327 | 57,944

13 | Creditors

| Note | 2025 £ | 2024 £
Due within one year |  |  |
Loans and borrowings | 14 | 11,878,693 | 11,774,186
Trade creditors |  | 146,852 | 146,852
Social security and other taxes |  | 64,788 | 38,997
Other creditors |  | 421 | -
|  | 12,090,754 | 11,960,035

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

14 | Loans and borrowings

Current loans and borrowings

| 2025 £ | 2024 £
Bank borrowings | 5,988,001 | 6,411,777
Other borrowings | 5,890,692 | 5,362,409
| 11,878,693 | 11,774,186

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 £1,906,197 (2024 - £2,390,811). The loan is secured by a fixed and floating charge of all property and undertakings of the company. 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 (2024 - £4,152,780). The loan is secured by a fixed and floating charge of all property and undertakings of the company. The chargors are the 4 constituent companies of the Silverfish Holdings Limited group. The loans above are presented net of issue costs incurred of £70,976 (2024 - £131,814) being amortised over the life of the loans.

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 £3,958,386 (2024 - £3,602,063).

The loan notes D are secured by a fixed and floating charge of all property and undertakings of the company. 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 £1,932,306 (2024 - £1,760,346).

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

Loan covenants
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 Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

15 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £1 each | 1 | 1 | 1 | 1

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions: The company has a single share class and a single issued share. The rights, preferences and restrictions are as schedule 1 of the Companies (Model Articles) Regulations 2008 as amended and adopted by subsequent articles on 22 December 2021.

16 | Parent and ultimate parent undertaking

The company's immediate parent is Silverfish 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.

17 | Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £6,931 (2024 - £17,077).

18 | 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 a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

Silverfish Group Holdings Limited

Notes to the Financial Statements

Year Ended 31 October 2025

Transactions with directors

2025 | At 1 November 2024 £ | Interest incurred by company payable to director £ | At 31 October 2025 £
Director 1
Loan notes E | 1,760,345 | 171,961 | 1,932,306

2024 | At 1 November 2023 £ | Interest incurred by company payable to director £ | At 31 October 2024 £
Director 1
Loan notes E | 1,588,140 | 172,205 | 1,760,345

Other transactions with directors

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 E incur interest at 12% and are repayable in December 2026. Balances presented above include interest accrued at the balance sheet date.

Summary of transactions with other related parties

During the year Silverfish received services from a company, in which a Director of Silverfish is a Director.

Expenditure with and payables to related parties

2025 | Other related parties £
Receipt of services | 90,506
Amounts payable to related party | 146,852

2024 | Other related parties £
Receipt of services | 86,179
Amounts payable to related party | 146,852