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Registration number: 09689753

Coombefish Holdings Ltd
(formerly Spearco Limited)

Annual Report and Unaudited Financial Statements

for the Period from 1 September 2022 to 31 December 2023

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Contents

Accountants' Report

1

Statement of Comprehensive Income

2

Balance Sheet

3 to 4

Notes to the Financial Statements

5 to 13

 

Chartered Accountants' Report to the Board of Directors on the preparation of the Unaudited Statutory Accounts of
Coombefish Holdings Ltd
for the Period Ended 31 December 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Coombefish Holdings Ltd for the period ended 31 December 2023 as set out on pages 2 to 13 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements.

This report is made solely to the Board of Directors of Coombefish Holdings Ltd, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Coombefish Holdings Ltd and state those matters that we have agreed to state to the Board of Directors of Coombefish Holdings Ltd, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Coombefish Holdings Ltd and its Board of Directors as a body for our work or for this report.

It is your duty to ensure that Coombefish Holdings Ltd has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit of Coombefish Holdings Ltd. You consider that Coombefish Holdings Ltd is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or a review of the accounts of Coombefish Holdings Ltd. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

.............................................
Milsted Langdon LLP
Chartered Accountants
Winchester House
Deane Gate Avenue
Taunton
Somerset
TA1 2UH

17 July 2024

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Statement of Comprehensive Income for the Period from 1 September 2022 to 31 December 2023

2023
£

2022
£

Profit/(loss) for the period

955,279

(9,485)

Unrealised gain on discounting of interest free loan

87,883

-

Total comprehensive income for the period

1,043,162

(9,485)

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

(Registration number: 09689753)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

5

4,104,019

964,226

Current assets

 

Debtors

6

1,052,921

352,700

Cash at bank and in hand

 

12,600

4,652

 

1,065,521

357,352

Creditors: Amounts falling due within one year

7

(2,015,156)

(1,148,242)

Net current liabilities

 

(949,635)

(790,890)

Total assets less current liabilities

 

3,154,384

173,336

Creditors: Amounts falling due after more than one year

7

(672,117)

-

Net assets

 

2,482,267

173,336

Capital and reserves

 

Called up share capital

2,065,118

176

Capital redemption reserve

58

-

Retained earnings

417,091

173,160

Shareholders' funds

 

2,482,267

173,336

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

(Registration number: 09689753)
Balance Sheet as at 31 December 2023

For the financial period ending 31 December 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

Directors' responsibilities:

The members have not required the company to obtain an audit of its accounts for the period in question in accordance with section 476; and

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 17 July 2024 and signed on its behalf by:
 

............................
A D J Spear
Director

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

1

General information

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

The company was formerly known as Spearco Limited.

The address of its registered office is:
Coombe Fisheries
Riverside Road
Pottington Business Park
Barnstaple
Devon
EX31 1QN
United Kingdom

These financial statements were authorised for issue by the Board on 17 July 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

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.

The financial statements are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.

Summary of disclosure exemptions

The company has taken advantage of the disclosure exemption given by Financial Reporting Standard 102 1A to not disclose transacations with other group companies that are wholly owned by the group.

Going concern

The directors have reviewed the supply chains, key customers and the capital resources available and consider that the company has adequate resources in place to continue trading for the foreseeable future. Therefore, these accounts have been prepared on a going concern basis.

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

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. Turnover also includes dividends received from subsidiary companies.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Government grants

Grants are recognised in the financial statements when there is reasonable assurance that the entity
will comply with the conditions attached to them and the grants will be received. Grants become receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs shall be recognised in income in the period in which it becomes receivable.
Grants towards capital expenditure are initially recognised as deferred revenue and then released to
the profit and loss account over the expected useful life of the assets. Grants towards revenue
expenditure are released to the profit and loss account as the related expenditure is incurred.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current 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 operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

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

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

Depreciation

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

Asset class

Depreciation method and rate

Computer equipment

25% straight line

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

Motor vehicles

25% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

3

Staff numbers

The average number of persons employed by the company (including directors) during the period was 3 (2022 - 3).

4

Tangible assets

Computer equipment
 £

Motor vehicles
 £

Total
£

Cost or valuation

At 1 September 2022

2,081

12,500

14,581

At 31 December 2023

2,081

12,500

14,581

Depreciation

At 1 September 2022

2,081

12,500

14,581

At 31 December 2023

2,081

12,500

14,581

Carrying amount

At 31 December 2023

-

-

-

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

5

Investments

Subsidiaries

£

Cost or valuation

At 1 September 2022

1,125,183

Additions

2,978,837

Disposals

(1)

At 31 December 2023

4,104,019

Provision

At 31 August 2021 and 31 December 2023

-

Carrying amount

At 31 December 2023

4,104,019

At 31 August 2022

964,226

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

Details of undertakings

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

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Girl Rona Holdings Limited

Coombe Fisheries Riverside Road
Pottington Business Park
Barnstaple
Devon, EX31 1QN

England and Wales

Equity shares

100%

67.74%

Pamela Jill Limited

Coombe Fisheries Riverside Road
Pottington Business Park
Barnstaple
Devon, EX31 1QN

England and Wales

Equity shares

100%

100%

Mermaid Trawler Company Limited

Coombe Fisheries Riverside Road
Pottington Business Park
Barnstaple
Devon, EX31 1QN

England and Wales

Equity shares

100%

100%

North Devon Trawlers Limited

Coombe Fisheries Riverside Road
Pottington Business Park
Barnstaple
Devon, EX31 1QN

England and Wales

Equity shares

50%

50%

WCS Fishing Limited

Coombe Fisheries Riverside Road
Pottington Business Park
Barnstaple
Devon, EX31 1QN

England and Wales

Equity shares

100%

100%

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

Coombe Fisheries Limited

Coombe Fisheries Riverside Road
Pottington Business Park
Barnstaple
Devon, EX31 1QN

England and Wales

Equity shared

100%

100%

The principal activity of Girl Rona Holdings Limited is a Holding Company. Coombefish Holdings Ltd acquired 100% of the share holding on 4 November 2022.

The principal activity of Pamela Jill Limited is a non trading company. The company was dissolved on 7 February 2023.

The principal activity of Mermaid Trawler Company Limited is Marine Fishing.

The principal activity of North Devon Trawlers Limited is Marine Fishing.

The principal activity of WCS Fishing Limited is a non trading company. The company was dissolved on 9 January 2024.

The principal activity of Coombe Fisheries Limited is shellfish and fish processing for sale and distribution within the UK, Europe and South East Asia.

6

Debtors

Note

2023
£

2022
£

Trade debtors

 

4,047

5,426

Amounts owed by related parties

10

826,688

122,420

Other debtors

 

221,798

224,274

Prepayments

 

388

580

 

1,052,921

352,700

Details of non-current trade and other debtors

£221,680 (2022 - £219,778) of loans are classified as non-current.

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

7

Creditors

Due within one year

Note

2023
£

2022
£

 

Loans and borrowings

9

1,365,085

981,224

Amounts due to related parties

10

567,618

-

Social security and other taxes

 

1,285

1,004

Other creditors

 

54,486

111,944

Accruals

 

26,307

50,070

Deferred income

 

375

4,000

 

2,015,156

1,148,242

Due after one year

 

Loans and borrowings

9

672,117

-

8

Reserves

The changes to each component of equity resulting from items of other comprehensive income for the current period were as follows:

Retained earnings
£

Total
£

Unrealised gain/loss on cash flow hedges

87,883

87,883

 

Coombefish Holdings Ltd
(formerly Spearco Limited)

Notes to the Financial Statements for the Period from 1 September 2022 to 31 December 2023

9

Loans and borrowings

Non-current loans and borrowings

2023
£

2022
£

Other borrowings

672,117

-

Current loans and borrowings

2023
£

2022
£

Other borrowings

1,365,085

981,224

10

Related party transactions

Key management personnel

During the period, A D J Spear, a director of the company, made an interest free loan to the company of £542,612 (2022: £nil).
During the period, A D J Spear and R A C Spear each made a loan to the company of £12,503. At the period end, the aggregate amount owed by the company was £25,006 (2022: £nil).

Summary of transactions with associates

The company has provided a loan to an associated company. Interest is charged on the loan at 4.5% per annum. The balance outstanding on the loan at 31 December 2023 was £221,680 (2022: £219,778).