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Fish Brothers Group (Holdings) Limited
Registered number: 15997743
Annual report and consolidated
financial statements
For the period ended 31 December 2025
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
COMPANY INFORMATION
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Fish Brothers Ashworth Road
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Chartered Accountants & Statutory Auditor
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors present the Strategic Report and Financial Statements for the 15-month period ended 31 December 2025. Detailed results for the 15-month period are shown in the accounts and notes thereto.
The Company was incorporated on 4 October 2024, then on 25 October 2024 it completed the purchase of Fish Brothers Holdings Ltd and its subsidiary Fish Brothers Swindon. Full details of the acquisition are in note 28 of the accounts.
The Group’s profit after providing for taxation amounted to £2,463k.
The Group provides management and administrative support to its subsidiary, Fish Brothers (Swindon) Limited. During 2025, the portfolio for which the Company provides support increased with the addition of Omoda/Jaecoo and Chery dealerships.
Principal activity and review of the business
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The Group’s principal activity during the period is to provide continued support services to its subsidiary, Fish Brothers (Swindon) Limited. These services include Finance/HR/IT/Marketing/Facilities Maintenance support.
Any general economic downturn and changing interest rates may have a marked impact on the automotive industry from consumer demand and production perspectives.
The Financial Conduct Authority (“FCA”) has conducted a review of motor finance commission arrangements, including the historic use of discretionary commission arrangements (“DCAs”) and other commission structures, with concerns that such arrangements may have led to unfair customer outcomes, particularly where commission arrangements were not adequately disclosed or resulted in an unfair relationship under the Consumer Credit Act 1974. This review relates primarily to agreements entered into between 6 April 2007 and 28 January 2021, being the period prior to the introduction of the FCA’s ban on discretionary commission arrangements (DCAs).
In October 2024, the Court of Appeal issued a judgement regarding the disclosure of finance commissions. This judgement was subsequently appealed, and in August 2025 the Supreme Court issued its decision, clarifying aspects of lender and intermediary liability. Following this, the FCA has progressed its work on an industry-wide redress framework, including the introduction of rules for a consumer redress scheme.
The redress framework established by the FCA is expected to operate primarily through lenders as the providers of credit and counterparties to the underlying finance agreements. However, as a directly authorised firm carrying on credit broking activities, the Company may be exposed to complaints and potential liabilities where responsibility arises from its own sales processes or disclosures, including through the Financial Ombudsman Service or other dispute resolution mechanisms.
The Group considers that it has, at all relevant times, operated in accordance with applicable regulatory requirements and has maintained appropriate policies, procedures, controls, and training in respect of customer communications and commission disclosure.
Notwithstanding the above, the outcome and application of the FCA’s redress framework to individual firms remains uncertain. While the Group considers its exposure to be more limited than that of lenders, there remains a risk of claims, complaints or liabilities arising in certain circumstances. At the balance sheet date, the Group is unable to reliably estimate the likelihood, timing, or quantum of any such exposure and, accordingly, no provision has been recognised in these financial statements.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Financial position at period end
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Working capital remains tightly controlled and cash resources were at a satisfactory level at the period end. Used vehicle stock levels have risen in line with the Group’s anticipated future sales, whilst consignment stock levels have increased in line with manufacturer supply.
Statement on the discharge of directors’ duties under Section 172 of the Companies Act 2006
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In compliance with the Companies Act 2006, the board of Directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, whilst having regard for its key stakeholders. The Directors consider both the short and long-term consequences of their decisions and actions.
Employees
We recognise that our employees are fundamental to the business and the delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees.
As a result, the group places considerable value on the welfare and engagement of its employees. An active dialogue is maintained with employees to seek their views and facilitate communication. This is achieved through meetings, presentations and group-wide emails.
The interests of employees in the Group’s performance are augmented by performance related remuneration, where appropriate.
In addition, the Group offers access to its employee assistance programme, to ensure that all employees are aware of the benefits on offer.
The Group also ensures its employees are appropriately trained and committed to the Financial Conduct Authority (“FCA”) rules and regulations and this is continually monitored through a third-party compliance consultancy.
Customers
We recognise customer loyalty as invaluable and strive to build long-term relationships, demonstrated by a strong number of repeat customers.
We continue to develop our offering to our customers and continually develop our sales procedures to include distance selling and the launch of a new website with increased functionality.
The Group adheres to all relevant FCA rules and regulations which ensure the delivery of good customer outcomes.
Suppliers and Partners
Engagement with our suppliers and customers is key to our success. We meet with our manufacturer partners regularly throughout the period to ensure our strategies are aligned and strive to achieve upper quartile customer satisfaction when compared to other dealer groups.
Communities
Our decisions also take account of their impact on the wider community and the environment. To this effect we have installed solar panels on the majority of our buildings and all sites now have electric vehicle charging points. We are focused on waste management and have reduced the packaging requirements for our growing online parts distribution business. The Group also makes regular donations to a number of local charities.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Regulators
Developing and sustaining good relationships with the regulators who govern our business is important to our success. All relevant employees are suitably trained in the FCA rules and regulations, in addition to our internal policies and procedures. The board is updated on legal and regulatory developments and takes these into account when considering future actions.
The Directors are satisfied that all Section 172 matters are given appropriate and effective consideration with the necessary structures, policies and processes in place.
In deciding the level of dividend for the period, the Directors have given due regard to the working capital requirements of the company and ensuring compliance with the legal requirements concerning the distribution of reserves.
This report was approved by the board on 11 September 2026 and signed on its behalf.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors present their report and the financial statements for the period ended 31 December 2025.
The Company was incorporated on 4 October 2024. Following incorporation, Fish Brothers Group (Holdings) Limited acquired the entire issued share capital of Fish Brothers (Holdings) Limited and its subsidiary undertakings. As the Group was newly formed during the period as a result of this acquisition, no comparative figures have been presented.
Directors' responsibilities statement
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The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £2,463k.
A final dividend of £1,000k was paid in respect of the current period.
During the period, the Group has continued its practice of informing and consulting employees on matters affecting them and on various matters concerning the company’s performance.
The Group gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by persons with a disability. Where existing employees become disabled, it is Group policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors have had regard to the need to maintain and foster the Group’s business relationships with suppliers, customers and others, and that has been taken into account when principal decisions have been made during the period.
The Group made no political contributions or incurred any political expenditure during the period.
The Directors who served during the period were:
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G D Hughes (resigned 22 January 2026)
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Matters covered in the Group Strategic Report
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Certain information not shown in the Directors’ Report is shown in the Strategic Report on page 1 instead in accordance with Section 414C (11) of the Companies Act 2006. This includes a business review and principal risks and uncertainties.
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Possible effects of the imposition of global tariffs
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Economic impacts of global events UK businesses are currently facing a wide range of uncertainties, including the consequences of environmental sustainability initiatives and geopolitical events such as the Russian invasion of Ukraine, the introduction of US tariffs, and the recent escalation of conflict involving Iran. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment. The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Directors continue to adapt their strategy to mitigate the current challenges with global supply chains, the additional impact on this by the current conflict in Ukraine is minimal.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Group’s use of energy and the associated emissions have been calculated as follows:
Metric tonnes refers to greenhouse gases.
The following factors have been used to convert kWh to kilogrammes: Gas 0.185, Electricity 0.233 and Fuel 2.31. These have been multiplied by 0.001 to give metric tonnes.
The intensity ratio of emissions has been assessed using tonnes emitted compared with turnover in millions. Based on turnover of £337 million, this results in a ratio of 3.3 metric tonnes for every £1 million of turnover.
The Group has during the period sought to minimise energy usage and associated emissions through a variety of measures, including the use of solar panels at the majority of sites, installation of charge points for electric vehicles, optimisation of delivery vehicle routes, use of video conferencing software to conduct meetings, and monitoring the use of heating and air conditioning.
The Directors have a reasonable expectation that the Company has adequate resources, liquidity and bank facilities to continue in operational existence for the foreseeable future. Current activity continues to be strong with the 2026 budget and 2027 forecast demonstrating continued growth. Performance is continually reviewed and monitored by the Directors to ensure that any fluctuations in sales or costs can be accommodated within the existing structure. They are thus continuing to prepare these financial statements on the basis of the Company being a going concern.
In April the Company leased another facility to its subsidiary Fish Brothers (Swindon) Limited following a new franchise opening, Xpeng.
Post balance sheet events
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In January 2026, G D Hughes resigned as a Director.
In February 2026, the Company has taken out a lease with a related party for new property, the facility is currently under renovation.
An indication of other likely future developments in the business and particulars of significant events which have occurred since the end of the financial period have been included in the Strategic Report on page 1.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Forvis Mazars LLP were appointed as auditor during the period and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 11 September 2026 and signed on its behalf.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FISH BROTHERS GROUP (HOLDINGS) LIMITED
Opinion
We have audited the financial statements of Fish Brothers Group (Holdings) Limited (the ‘Parent Company’) and their subsidiaries (the 'Group') for the period ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Group and Parent Company’s affairs as at 31 December 2025 and of the Group's profit for the period 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’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report. 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.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FISH BROTHERS GROUP (HOLDINGS) LIMITED
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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FISH BROTHERS GROUP (HOLDINGS) LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Group or Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and Parent Company and their industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group or Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FISH BROTHERS GROUP (HOLDINGS) LIMITED
In addition, we evaluated the Directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut off assertion) and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Jon Marchant (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
8th Floor
Bristol
BS2 0JJ
11 September 2026
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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15 month period ended
31 December
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial period
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There were no recognised gains and losses for 2025 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2025.
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The notes on pages 19 to 46 form part of these financial statements.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
REGISTERED NUMBER: 15997743
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 September 2026.
The notes on pages 19 to 46 form part of these financial statements.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
REGISTERED NUMBER: 15997743
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The profit after tax of the Parent Company for the period was £8,000k.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 September 2026.
The notes on pages 19 to 46 form part of these financial statements.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the period
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Total transactions with owners
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The notes on pages 19 to 46 form part of these financial statements.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Comprehensive income for the period
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Total comprehensive income for the period
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the period
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Total transactions with owners
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The notes on pages 19 to 46 form part of these financial statements.
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Cash flows from operating activities
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Profit for the financial period
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Net fair value (gains)/losses recognised in P&L
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Purchase of subsidiary (net of cash)
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Net cash used in investing activities
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Cash flows from financing activities
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Net cash generated from financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the end of period
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Cash and cash equivalents at the end of period comprise:
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- 18 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Fish Brothers Group (Holdings) Limited ('the Company') is a private limited company, incorporated in the United Kingdom and registered in England and Wales. The Company's registered number is 15997743. The address of its registered office and principal place of business is Fish Brothers Ashworth Road, Bridgemead, Swindon, United Kingdom, SN5 7UZ.
The Group’s principal activity during the period is to provide continued support services to its subsidiary, Fish Brothers (Swindon) Limited. These services include Finance/HR/IT/Marketing/Facilities Maintenance support.
The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest £1,000.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
The Directors have a reasonable expectation that the Company has adequate resources, liquidity and bank facilities to continue in operational existence for the foreseeable future. Current activity continues to be strong with the 2026 budget and 2027 forecast demonstrating continued growth. Performance is continually reviewed and monitored by the Directors to ensure that any fluctuations in sales or costs can be accommodated within the existing structure. They are thus continuing to prepare these financial statements on the basis of the Company being a going concern.
- 19 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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Leased assets: the Group as lessee
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Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
- 20 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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Current and deferred taxation
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The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
- 21 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
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Plant, equipment, fixtures & fittings
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Assets Under Construction
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Land is not depreciated.
- 22 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Investment property is carried at fair value, which is assessed annually by the Directors with reference to current market rents, investment property yields for comparable properties and other relevant market evidence, adjusted where necessary for differences in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
All consignment stock is included within the balance sheet from the day it is consigned by the manufacturer as this is considered to be when the company bears the risks and rewards of ownership.
Used vehicle stocks are stated at part exchange value less any adjustment to reflect over or under allowance on exchange value and adjusted for market conditions.
Parts stocks are stated at the lower of cost and net realisable value. In general, cost is determined on a first in first out basis. Net realisable value is the price at which the stock can be realised in the normal course of business after allowing for the costs of realisation. Provision is made for obsolete, slow-moving and defective stock.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
- 23 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Provisions for liabilities
|
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
- 24 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
- 25 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
- 26 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Judgments in applying accounting policies and key sources of estimation uncertainty
|
In applying the Group's accounting policies, the Directors are required to make judgments, estimates and assumptions in determining the carrying amount of assets and liabilities. The Directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.
Used vehicle stock
A key source of estimation uncertainty is the valuation of used vehicle stock. The directors value used stock on a vehicle-by-vehicle basis having due regard to vehicle mileage and condition, and the market value indicated by relevant trade guides and used vehicle websites. These valuations assume that demand for used vehicles is consistent with that seen in previous years.
Parts stock
Parts stock is stated after an appropriate gradual provision for slow moving or obsolete stock, and this is calculated so as to fully provide against the cost of that stock after two years.
Consignment stock
Consignment stock is held on the balance sheet at the estimated minimum realisable value assuming a consistent pattern of discounts and incentives from manufacturers once vehicles are registered.
Debtors
Debtors are stated at realisable value allowing for provisions against specific debts considered doubtful.
Creditors
Creditors and accruals are recognised on the basis of there being a reasonable likelihood that costs will be realised or payments will be made within a timescale acceptable to the directors.
- 27 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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An analysis of turnover by class of business is as follows:
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15 month period ended
31 December
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All turnover arose within the United Kingdom.
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15 month period ended
31 December
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The operating profit is stated after charging:
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15 month period ended
31 December
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Depreciation of tangible fixed assets
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Amortisation of intangible assets, including goodwill
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Operating lease expenditure
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- 28 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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During the period, the Group obtained the following services from the Company's auditor and its associates:
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15 month period ended
31 December
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Fees payable to the Company's auditor for the audit of the parent Company's financial statements:
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Fees payable to the Company's auditor for the audit of the subsidiaries' financial statements
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Fees payable to the Company's auditor and its associates in respect of:
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Taxation compliance services
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All non-audit services not included above
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- 29 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the period was as follows:
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15 month period ended
31 December
|
15 month period ended
31 December
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- 30 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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15 month period ended
31 December
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Group contributions to defined contribution pension schemes
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During the period retirement benefits were accruing to 3 Directors in respect of defined contribution pension schemes.
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The highest paid Director received remuneration of £201k.
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £5k.
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15 month period ended
31 December
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- 31 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Interest payable and similar expenses
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15 month period ended
31 December
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Other loan interest payable
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Charges made by vehicle suppliers and their associated finance houses relating to funds made available to finance consignment stock are included in other loans.
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15 month period ended
31 December
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Current tax on profits for the period
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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Adjustments in respect of prior periods
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- 32 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
12.Taxation (continued)
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Factors affecting tax charge for the period
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The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
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15 month period ended
31 December
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
|
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Non-tax deductible amortisation of goodwill
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Adjustments to tax charge in respect of prior periods- deferred tax
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Other differences leading to an increase (decrease) in the tax charge
|
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Total tax charge for the period
|
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
- 33 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 34 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Plant, equipment, fixtures & fittings
|
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Assets Under Construction
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Acquisition of subsidiary
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Transfers between classes
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Acquisition of subsidiary
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During the period, the Group acquired a subsidiary undertaking and recognised land and buildings at fair value on acquisition, resulting in a fair value uplift of £3,701k.. In addition, properties with a carrying value of £937k were transferred from tangible fixed assets to investment property to reflect their investment nature.
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- 35 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
|
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Investments in subsidiary companies
|
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The following were subsidiary undertakings of the Company:
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Fish Brothers (Holdings) Limited
|
Fish Brothers, Ashworth Road, Bridgemead, Swindon, SN5 7UZ
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Fish Brothers (Swindon) Limited*
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Fish Brothers(Swindon), Ashworth Road, Bridgemead, Swindon, SN5 7UZ
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All subsidiaries marked with a * above are held indirectly by the Parent Company, Fish Brothers Group (Holdings) Limited.
Fish Brothers (Holdings) Limited was exempt from the requirement to obtain an audit of its individual financial statements under section 479A of the Companies Act 2006.
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- 36 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Freehold investment property
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Transfers between classes
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During the period, properties with a carrying value of £937k were transferred from tangible fixed assets to investment property to more appropriately reflect their use as investment property. Upon transfer, the properties were remeasured to fair value, giving rise to a gain of £2k recognised in profit or loss for the period.
The Directors have assessed the fair value of the investment properties at 31 December 2025, taking into account recent market transactions, rental yields and the specific characteristics of each property. They consider the carrying value to be a reasonable estimate of fair value at the reporting date.
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If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
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Accumulated depreciation and impairments
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- 37 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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The difference between purchase price or production cost of stocks and their replacement cost is not material.
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The write-down of stocks to net realisable value amounted to £261k. The write-down is included in cost of sales.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings bear interest of 2% above the Bank of England base rate and are repayable on demand.
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Cash and cash equivalents
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- 38 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings bear interest of 2% above the Bank of England base rate and are repayable on demand.
Included within other creditors are amounts due to directors totalling £1,466k. Of this balance, £1,380k is formally secured against the assets of the Company and is repayable by 31 October 2026, while the remaining £86k is secured against the same assets and is repayable on demand.
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Creditors: Amounts falling due after more than one year
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The bank loans are secured by way of first legal charges over the properties at Penzance Drive, Swindon, and Ashworth Road, Swindon.
- 39 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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The Company is party to a Composite Company Unlimited Multilateral Guarantee dated 3 March 2005 together with Fish Brothers (Holdings) Limited and Fish Brothers Group (Holdings) Limited. Under the terms of this agreement, each participating company guarantees the liabilities of the other parties to the agreement. As at the balance sheet date, the directors are not aware of any circumstances that would give rise to a liability under the guarantee and, accordingly, no provision has been recognised in the financial statements.
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- 40 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Charged to profit or loss
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Arising on business combinations
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Accelerated capital allowances
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Acquisition fair value adjustments
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Allotted, called up and fully paid
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750 Ordinary A shares of £1.00 each
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250 Ordinary B shares of £1.00 each
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On incorporation, the Company issued 1 A Ordinary share of £1. On 25 October 2024, the Company issued a further 749 Ordinary A shares and 250 Ordinary B shares of £1 each as non-cash consideration for the acquisition of Fish Brothers (Holdings) Limited. The shares were issued at a total fair value of £30,000,000, giving rise to share premium of £29,999,000.
The holders of A Ordinary and B Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. The B Ordinary shares carry a preferential entitlement to the first £2,500,000 of capital on a distribution or winding up of the Company, after which both classes rank pari passu in respect of capital.
- 41 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Share premium account
This reserve represents the value of shares above the nominal share price.
Profit and loss account
Includes all current and prior period retained profits and losses.
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Acquisition and disposal of subsidiaries
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- 42 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Acquisition of Fish Brothers (Holdings) Limited
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Due after more than one year
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Total Identifiable net assets
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Total purchase consideration
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Directly attributable costs
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Total purchase consideration
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- 43 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
28.Business combinations (continued)
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Directly attributable costs
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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The results of Fish Brothers (Holdings) Limited since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
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- 44 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The Financial Conduct Authority (“FCA”) has conducted a review of motor finance commission arrangements, including the historic use of discretionary commission arrangements (“DCAs”) and other commission structures, with concerns that such arrangements may have led to unfair customer outcomes, particularly where commission arrangements were not adequately disclosed or resulted in an unfair relationship under the Consumer Credit Act 1974. This review relates primarily to agreements entered into between 6 April 2007 and 28 January 2021, being the period prior to the introduction of the FCA’s ban on discretionary commission arrangements (DCAs).
In October 2024, the Court of Appeal issued a judgment regarding the disclosure of finance commissions. This judgment was subsequently appealed, and in August 2025 the Supreme Court issued its decision, clarifying aspects of lender and intermediary liability. Following this, the FCA has progressed its work on an industry-wide redress framework, including the introduction of rules for a consumer redress scheme.
The redress framework established by the FCA is expected to operate primarily through lenders as the providers of credit and counterparties to the underlying finance agreements. However, as a directly authorised firm carrying on credit broking activities, the Company may be exposed to complaints and potential liabilities where responsibility arises from its own sales processes or disclosures, including through the Financial Ombudsman Service or other dispute resolution mechanisms.
The Company considers that it has, at all relevant times, operated in accordance with applicable regulatory requirements and has maintained appropriate policies, procedures, controls, and training in respect of customer communications and commission disclosure.
Notwithstanding the above, the outcome and application of the FCA’s redress framework to individual firms remains uncertain. While the Company considers its exposure to be more limited than that of lenders, there remains a risk of claims, complaints or liabilities arising in certain circumstances. At the balance sheet date, the Company is unable to reliably estimate the likelihood, timing, or quantum of any such exposure and, accordingly, no provision has been recognised in these financial statements.
In a separate development, the FCA raised concerns regarding the value provided by certain guaranteed asset protection (“GAP”) insurance products, with a market review announced in November 2023. On 12 February 2024, a significant proportion of providers agreed to temporarily withdraw GAP insurance products from sale following a request from the FCA, pending remedial action to address fair value concerns. Subsequently, from May 2024, certain providers were permitted to recommence sales where revised products demonstrated improved value to customers, including through reduced commission levels. The Company ceased the sale of GAP insurance products to customers on 31 January 2024 and the position remains unchanged. The FCA has indicated that it is continuing its supervisory work in this area. Based on information currently available, no provision has been recognised in respect of this matter.
The Group operates a defined contribution personal pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension charge for the period amounted to £534k. Contributions totalling £1k were payable at the end of the financial period.
- 45 -
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FISH BROTHERS GROUP (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Commitments under operating leases
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At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption permitted by Section 33 Related Party Disclosures, not to provide disclosures of transactions entered into with other wholly-owned members of the Group.
During the period, the Group paid rent of £670k and interest of £51k to an entity under common control. Loans made by the scheme and repayments to the scheme amounted to £Nil. At the period end amounts owed from/to entities under common control totalled £Nil.
During the period, the Group paid rent of £35k to another entity under common control and supplied services totalling £3k. Loans advanced to, and repaid by the entity under common control amounted to £Nil. At the period end amounts owed to/from entities under common control totalled £Nil.
Included within other creditors are amounts due to the directors totalling £1,466k at the period end. These balances have arisen through the directors' loan accounts. Of the total balance, £1,380k is secured against the assets of the Group and is repayable by 31 October 2026, with the remaining £86k secured against the same assets and repayable on demand. During the period, advances of £3,086k were made and repayments of £1,620k were received. No interest was charged on the outstanding loan account balances during the period.
During the period there were dividends declared to directors totalling £1,000k.
The total compensation of key management personnel for the period was £837,752.
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Post balance sheet events
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In January 2026, G D Hughes resigned as a Director.
In February 2026, the Company has taken out a lease with a related party for new property, the facility is currently under renovation.
The Group is under the ultimate control of Mr M Fish due to his majority shareholding.
- 46 -
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