Year Ended
Registration number:
Silverfish UK Limited
Contents
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Statement of Income and Retained Earnings |
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Balance Sheet |
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Notes to the Financial Statements |
Silverfish UK 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 importer and wholesaler of premium bicycles, high-end bicycle clothing, components, and accessories.
Fair review of the business
Silverfish UK Limited is the sole trading company in the wider Silverfish Group. The details below cover the activity 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 in group at year end (2024: £2.9m) and £2.9m in 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 £0.7m. Further information is provided in the Financial Risks section.
The company's key financial and other performance indicators during the year were as follows:
|
Unit |
2025 |
2024 |
|
|
Turnover |
£ |
11,636,885 |
11,974,796 |
|
Gross profit margin |
% |
21 |
20 |
The slight decline in revenue reflects the lower levels of stock clearance, with year-end stock of £5.26m similar to that at October 2024 (£5.65m). This is compared to the previous financial year when stock reduced by £3.2m. This trend is also reflected in the improved gross profit margin % which is up from 20% to 21%.
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 UK 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 UK Limited
Strategic Report for the Year Ended 31 October 2025
Approved and authorised by the
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Silverfish UK 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:
Financial instruments
Objectives and policies
The group effectively manages its working capital through a range of established controls, including key performance indicators, a treasury management policy and the use of a revolving credit facility with its primary lender. To manage exposure to currency volatility, the Group uses foreign exchange forward contracts to hedge a proportion of anticipated surpluses and deficits.
Price risk, credit risk, liquidity risk and cash flow risk
Operational and financial risks are managed through a combination of forward planning, benchmarking of purchase prices, and regular credit assessments supported by external credit checking tools. Cash flow risk is addressed through detailed cash flow modelling, frequent reviews of liquidity and covenant headroom, and proactive communication with finance providers. These controls collectively support the Group’s ability to respond effectively to changes in market conditions.
Silverfish UK 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 and authorised by the
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Silverfish UK 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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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 UK Limited
Independent Auditor's Report to the Members of Silverfish UK Limited
Opinion
We have audited the financial statements of Silverfish UK Limited (the 'company') for the year ended 31 October 2025, which comprise the Statement of Income and Retained Earnings, Balance Sheet, 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 UK Limited
Independent Auditor's Report to the Members of Silverfish UK 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:
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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 |
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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 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Silverfish UK Limited
Independent Auditor's Report to the Members of Silverfish UK 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;
• Review 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 procedures involved the following;
• Review of nominal journal entries for reasonableness;
• Review of significant accounting estimates for bias;
• Substantives testing 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.
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 UK Limited
Independent Auditor's Report to the Members of Silverfish UK Limited
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Melville Building East
Unit 18, 23 Royal William Yard
Stonehouse
Devon
PL1 3GW
Silverfish UK Limited
Statement of Income and Retained Earnings
Year Ended 31 October 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
|
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Gross profit |
|
|
|
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Administrative expenses |
(4,533,422) |
(4,183,451) |
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Other gains/losses |
673,842 |
- |
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Operating loss |
( |
( |
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Other interest receivable and similar income |
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Interest payable and similar charges |
( |
( |
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(45,221) |
(32,635) |
||
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Loss before tax |
( |
( |
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Loss for the financial year |
( |
( |
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Retained earnings brought forward |
(559,177) |
1,224,571 |
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Retained earnings carried forward |
(1,990,922) |
(559,177) |
There are no other movements on any components of equity.
Silverfish UK Limited
Balance Sheet
31 October 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
( |
( |
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Shareholders' deficit |
( |
( |
Approved and authorised by the
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Company Registration Number: 04075057
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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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 FRS102. 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 FRS102 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, included 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 UK Limited
Notes to the Financial Statements
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.
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
Judgements
Deferred tax. The company has made the significant judgement to recognise no deferred tax asset of £1,359,461 (2024 - £860,929) related to carried forward tax losses at this time. |
Key sources of estimation uncertainty
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 £525,811 (2024 - £497,119).
Foreign currency derivatives. Under its hedging strategy the company has taken out a number of forward foreign currency contracts and foreign currency options. The fair valuation of these derivatives at year end is subject to a significant degree of underlying estimate uncertainty. Depending on the spot market movement post year end the company is exposed to future potential gains or losses on these contracts. At year end the company had live contracts to buy or sell over £4m of foreign currency. The carrying amount is £- (2024 - £Nil).
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.
Foreign currency transactions and balances
Tax
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 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.
Intangible assets
Intangible assets are stated in the balance sheet at cost, less any subsequent accumulated amortisation and subsequent accumulated impairment losses.
The cost of intangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
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:
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
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Asset class |
Amortisation method and rate |
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Website and computer software costs |
25% straight line |
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 assets under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Land and buildings |
2% Straight line |
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Plant and machinery |
10-33% Straight line |
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Motor vehicles |
25% Reducing balance |
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Assets under construction |
N/A |
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. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
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.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Bank loans;
• Cash and bank balances; and
• Derivative forward and option foreign currency contracts.
All financial instruments (other than the derivatives) are classified as basic.
Recognition and measurement
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.
Derivative financial instruments and hedging
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 year end forward rate, which acts as an approximation for the fair value of the contracts, with the contracted rates.
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
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Revenue |
The analysis of the company's Turnover for the year from continuing operations is as follows:
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2025 |
2024 |
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Sale of goods |
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The analysis of the company's Turnover for the year by market is as follows:
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2025 |
2024 |
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UK |
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Europe |
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Other gains and losses |
The analysis of the company's other gains and losses for the year is as follows:
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2025 |
2024 |
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Gain on disposal of tangible assets |
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- |
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Operating loss |
Arrived at after charging/(crediting)
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2025 |
2024 |
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Depreciation expense |
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Amortisation expense |
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|
|
Foreign exchange (gains)/losses |
( |
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - plant and machinery |
|
|
|
Profit on disposal of property, plant and equipment |
( |
- |
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Redundancy costs |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Management |
|
|
|
Administration and support |
|
|
|
Sales |
|
|
|
Production and warehouse |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
419,037 |
405,288 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under defined benefit pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Auditor's remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
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
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax decrease from effect of capital allowances and depreciation |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase from tax losses for which no deferred tax asset was recognised |
|
|
|
Decrease from effect of tax incentives |
( |
- |
|
Total tax charge/(credit) |
- |
- |
Deferred tax
Deferred tax assets and liabilities
|
2025 |
Asset |
Liability |
|
Difference between accumulated depreciation, amortisation and capital allowances |
( |
- |
|
Tax losses carried forward |
|
- |
|
- |
- |
|
2024 |
Asset |
Liability |
|
Difference between accumulated depreciation, amortisation and capital allowances |
( |
- |
|
Tax losses carried forward |
|
- |
|
- |
- |
There are £5,437,845 of unused tax losses (2024 - £3,443,715) for which no deferred tax asset is recognised in the balance sheet.
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Intangible assets |
|
Website and computer software |
Total |
|
|
Cost or valuation |
||
|
At 1 November 2024 |
|
|
|
Additions |
|
|
|
At 31 October 2025 |
|
|
|
Amortisation |
||
|
At 1 November 2024 |
|
|
|
Amortisation charge |
|
|
|
At 31 October 2025 |
|
|
|
Carrying amount |
||
|
At 31 October 2025 |
|
|
|
At 31 October 2024 |
|
|
Included in the carrying value is £17,495 (2024: £161,667) of assets under development.
Amortisation of intangible assets is presented within administrative expenses.
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Tangible assets |
|
Land and buildings |
Plant and machinery |
Motor vehicles |
Total |
|
|
Cost or valuation |
||||
|
At 1 November 2024 |
|
|
|
|
|
Additions |
- |
|
- |
|
|
Disposals |
( |
( |
- |
( |
|
At 31 October 2025 |
- |
|
|
|
|
Depreciation |
||||
|
At 1 November 2024 |
|
|
|
|
|
Charge for the year |
|
|
|
|
|
Eliminated on disposal |
( |
( |
- |
( |
|
At 31 October 2025 |
- |
|
|
|
|
Carrying amount |
||||
|
At 31 October 2025 |
- |
|
|
|
|
At 31 October 2024 |
|
|
|
|
Included within the net book value of land and buildings above is £Nil (2024 - £914,912) in respect of long leasehold land and buildings.
Restriction on title and pledged as security
|
Stocks |
|
2025 |
2024 |
|
|
Finished goods and goods for resale |
|
|
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Debtors |
|
2025 |
2024 |
|
|
Trade debtors |
|
|
|
Other debtors |
|
|
|
Prepayments |
|
|
|
|
|
|
Cash and cash equivalents |
|
2025 |
2024 |
|
|
Cash on hand |
|
|
|
Cash at bank |
|
|
|
Short-term deposits |
|
|
|
|
|
|
Creditors |
|
Note |
2025 |
2024 |
|
|
Due within one year |
|||
|
Loans and borrowings |
|
|
|
|
Trade creditors |
|
|
|
|
Amounts due to group undertakings |
|
|
|
|
Social security and other taxes |
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
Other creditors |
|
|
|
|
Accruals |
|
|
|
|
|
|
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Loans and borrowings |
Current loans and borrowings
|
2025 |
2024 |
|
|
Bank borrowings |
|
|
Bank borrowings
|
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. |
Loan covenants
On 30 September 2024 the group breached a financial covenant on its bank borrowings, the senior debt facility. As a result the liability is presented as current.
|
Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
- |
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
50 |
|
50 |
|
|
|
50 |
|
50 |
|
|
|
|
|
|
Rights, preferences and restrictions
Ordinary shares have the following rights, preferences and restrictions:
All shares rank equally for voting purposes. On a show of hands, each member has one vote and on a poll, each member has one vote per share held.
Dividends may be paid to the holders of one or more classes of shares to the exclusion of the other or to all classes of shares, in each case at the same or differing rates, as determined by ordinary resolution or resolution of the directors.
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
|
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 £
Contributions totalling £
Silverfish UK Limited
Notes to the Financial Statements
Year Ended 31 October 2025
|
Financial instruments |
Financial liabilities measured at fair value
Forward foreign currency contracts
The fair value of the forward and option foreign currency contracts is calculated by comparing the year end spot rate or forward rate against the contracted rates.
The fair value is £Nil (2024 - £Nil) and the change in value included in profit or loss is £Nil (2024 - £Nil).
|
Related party transactions |
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.
During the financial year Silverfish UK Limited completed a sale and operating leaseback on its leasehold property with a third party. As part of this transaction a Director of Silverfish UK Limited resigned as a Director and Member of a related party, a company which held the freehold interest of the site.