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Registration number: 01506577

Coombe Fisheries Limited

Annual Report and Financial Statements

for the Year Ended 31 December 2023

 

Coombe Fisheries Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Profit and Loss Account

10

Balance Sheet

11

Statement of Changes in Equity

12

Statement of Cash Flows

13

Notes to the Financial Statements

14 to 34

 

Coombe Fisheries Limited

Company Information

Directors

Mr R A C Spear

Mr A D J Spear

Mr A Turner

Registered office

Riverside Road
Pottington Business Park
Barnstaple
Devon
EX31 1QN

Auditors

Milsted Langdon LLP
Chartered Accountants and Statutory Auditors
Winchester House
Deane Gate Avenue
Taunton
Somerset
TA1 2UH

 

Coombe Fisheries Limited

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023.

Principal activity

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

Fair review of the business

During 2023 sales volumes in the period were strong compared to the prior year growing by 25%, having improved to above pre-covid levels, in all major markets. Although sales prices were subdued.

Underlying direct costs have continued to increase and as a result the Gross Profit Margin has reduced from 19% to 16% due to underlying costs increasing. Whilst a continued increase in overseas labour assisted with an increased throughput of product, the associated recruitment costs also contributed to the reduction in Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) of £1,292,355 compared to an EBITDA of £1,762,543 during the prior year.

Coombe Fisheries operates in a highly competitive marketplace. Since the reporting date, year to date (YTD) June sales are as anticipated and broadly in line with last year’s sales for the same period.

The Company continues to look for efficiencies in process and opportunities in automation, but by the
very nature of the products that are sourced by the Company it will always be reliant on manually
intensive operations which will curtail future scope for automation. However, we will continue to
explore automation potential on an ongoing basis.

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

 

Unit

2023

2022

Turnover

£

31,912,993

25,463,233

Gross Profit

£

4,992,790

4,903,166

Gross Profit margin

%

16

19

Earnings before Interest, Tax, Depreciation and Amortisation

£

1,292,355

1,762,543

The directors do not consider any non-financial key performance indicators at this time.

 

Coombe Fisheries Limited

Strategic Report for the Year Ended 31 December 2023

Principal risks and uncertainties

The company faces a number of risks. The supply of raw materials has become increasingly
challenging for the company, as it has for the industry as a whole. To overcome this the company has
invested in the catching sector and has subsequently benefitted from more consistent and reliable
supply and as a consequence of this the company will continue to seek opportunities for further
investment of this type.

The company continues to derive the majority of its turnover from export sales and is therefore
exposed to exchange rate risk which it seeks to mitigate through appropriate treasury management.
The group manages its credit risk by combining credit insurance with a rigorous credit control process.
We have no significant concentration of debtor risk.

In light of the continuing economic challenges, the directors have reviewed projections and budgets
for the next twelve months. On the basis that the company has strong supply chains, excellent
customer relationships and plentiful capital resources available, the directors remain very confident
that the company remains a going concern and is able to continue trading for the foreseeable future.

Approved and authorised by the Board on 6 August 2024 and signed on its behalf by:
 

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

 

Coombe Fisheries Limited

Directors' Report for the Year Ended 31 December 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors of the company

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

Mr R A C Spear

Mr A D J Spear

Mr I J Spear (ceased 30 March 2023)

Mr A Turner

Financial instruments

Objectives and policies

The company's operations expose it to a variety of financial risks that include the effects of changes in market prices, credit risk, liquidity risk, interest rate risk and foreign exchange rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the company.

Price risk, credit risk, liquidity risk and cash flow risk

Price risk
The company is exposed to commodity price risk as a result of its operations. However, given the size of the company's operations, the cost of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.

Credit risk
The company has a continued policy that requires appropriate credit checks on potential customers before sales are made. Management have made the decision to further reduce the risk by taking out insurance cover against specific customer debts.

Liquidity risk
The company maintains facilities that are designed to ensure the company has sufficient funds for operations and planned expenses.

Cashflow risk
The company has interest bearing liabilities and foreign currency transactions. The company has a policy of maintaining debt at a fixed rate where appropriate to ensure certainty of future interest cash flows. However, given the size of the company's operations, the cost of managing exposure to foreign exchange rate risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.

Future developments

The directors aim to maintain the management policies going forward. They consider the next year will show further growth in sales from continuing operations.

Important non adjusting events after the financial period

After the date of the balance sheet date, the parent company changed its trading name from Spearco Limited to Coombefish Holdings Ltd.

 

Coombe Fisheries Limited

Directors' Report for the Year Ended 31 December 2023

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Approved and authorised by the Board on 6 August 2024 and signed on its behalf by:
 

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

 

Coombe Fisheries Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Coombe Fisheries Limited

Independent Auditor's Report to the Members of Coombe Fisheries Limited

Opinion

We have audited the financial statements of Coombe Fisheries Limited (the 'company') for the year ended 31 December 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Coombe Fisheries Limited

Independent Auditor's Report to the Members of Coombe Fisheries Limited

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit; or

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

 

Coombe Fisheries Limited

Independent Auditor's Report to the Members of Coombe Fisheries Limited

Auditor Responsibilities for the audit of the financial statements

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

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;

inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud;

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

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 our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Mr Nigel Fry (Senior Statutory Auditor)
For and on behalf of Milsted Langdon LLP, Statutory Auditor
Winchester House
Deane Gate Avenue
Taunton
Somerset
TA1 2UH

6 August 2024

 

Coombe Fisheries Limited

Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

31,912,993

25,463,233

Cost of sales

 

(26,920,203)

(20,560,067)

Gross profit

 

4,992,790

4,903,166

Distribution costs

 

(1,007,864)

(812,273)

Administrative expenses

 

(3,292,767)

(2,914,556)

Other operating income

4

310,304

313,297

Operating profit

6

1,002,463

1,489,634

Other interest receivable and similar income

8

187

77

Interest payable and similar expenses

9

(261,456)

(146,894)

   

(261,269)

(146,817)

Profit before tax

 

741,194

1,342,817

Tax on profit

13

(196,292)

(225,212)

Profit for the financial year

 

544,902

1,117,605

The above results were derived from continuing operations.

The company has no recognised gains or losses for the year other than the results above and therefore a separate statement of other comprehensive income has not been presented.

 

Coombe Fisheries Limited

(Registration number: 01506577)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Intangible assets

14

14,101

18,801

Tangible assets

15

5,890,376

5,954,042

Other financial assets

16

5,000

5,000

 

5,909,477

5,977,843

Current assets

 

Stocks

17

3,930,018

3,743,225

Debtors

18

4,921,273

4,133,641

Cash at bank and in hand

19

1,750

201,295

 

8,853,041

8,078,161

Creditors: Amounts falling due within one year

20

(6,725,979)

(5,081,780)

Net current assets

 

2,127,062

2,996,381

Total assets less current liabilities

 

8,036,539

8,974,224

Creditors: Amounts falling due after more than one year

20

(1,973,385)

(3,233,626)

Provisions for liabilities

21

(550,269)

(453,666)

Net assets

 

5,512,885

5,286,932

Capital and reserves

 

Called up share capital

23

17,500

17,500

Capital redemption reserve

24

6

6

Profit and loss account

24

5,495,379

5,269,426

Total equity

 

5,512,885

5,286,932

Approved and authorised by the Board on 6 August 2024 and signed on its behalf by:
 

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

 

Coombe Fisheries Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2023

17,500

6

5,269,426

5,286,932

Profit for the year

-

-

544,902

544,902

Dividends

-

-

(318,949)

(318,949)

At 31 December 2023

17,500

6

5,495,379

5,512,885

Share capital
£

Capital redemption reserve
£

Retained earnings
£

Total
£

At 1 January 2022

17,500

6

4,364,293

4,381,799

Profit for the year

-

-

1,117,605

1,117,605

Dividends

-

-

(212,472)

(212,472)

At 31 December 2022

17,500

6

5,269,426

5,286,932

 

Coombe Fisheries Limited

Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

544,902

1,117,605

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

6

352,805

355,679

Release of grant income

(70,632)

(69,402)

Loss/(profit) on disposal of tangible assets

5

7,718

(13,368)

Finance income

8

(187)

(77)

Finance costs

9

261,456

146,894

Income tax expense

13

196,292

225,212

Foreign exchange gains/losses

 

(1,808)

13,838

 

1,290,546

1,776,381

Working capital adjustments

 

Increase in stocks

17

(186,793)

(802,013)

Increase in trade debtors

18

(787,632)

(851,972)

(Decrease)/increase in trade creditors

20

(276,882)

480,056

Cash generated from operations

 

39,239

602,452

Income taxes received

13

16,228

-

Net cash flow from operating activities

 

55,467

602,452

Cash flows from investing activities

 

Interest received

8

187

77

Acquisitions of tangible assets

(292,154)

(313,366)

Proceeds from sale of tangible assets

 

-

24,718

Net cash flows from investing activities

 

(291,967)

(288,571)

Cash flows from financing activities

 

Interest paid

9

(261,456)

(146,894)

(Repayment)/proceeds from invoice discounting facility

 

(147,030)

738,685

Proceeds from bank borrowing draw downs

 

-

130,424

Repayment of bank borrowing

 

(151,974)

(103,502)

Repayment of other borrowing

 

(83,311)

-

Payments to finance lease creditors

 

(96,151)

(89,111)

Proceeds from advance of government grants

 

90,953

-

Dividends paid

27

(318,949)

(212,472)

Foreign exchange gains/losses

 

1,808

(13,838)

Net cash flows from financing activities

 

(966,110)

303,292

Net (decrease)/increase in cash and cash equivalents

 

(1,202,610)

617,173

Cash and cash equivalents at 1 January

 

201,295

(415,878)

Cash and cash equivalents at 31 December

 

(1,001,315)

201,295

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

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

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

These financial statements were authorised for issue by the Board on 6 August 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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

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

Going concern

During the year, the company provided further finance of over £400,000 to its parent, Coombefish Holdings Ltd. This, together with general inflationary pressures and the requirement to maintain or increase stock levels to fulfil additional turnover, has meant that there were additional pressures on the company's cash flow. The directors have therefore reviewed the financial forecasts and consider that the company will have sufficient cash and borrowing facilities to continue trading for the foreseeable future. The directors therefore consider that it is appropriate to prepare these accounts on a going concern basis.

Key sources of estimation uncertainty

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 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 sales/value added tax, returns, rebates and discounts.

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 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.

Foreign currency transactions and balances

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

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred 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 income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the Company. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

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

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

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

Freehold land

Nil

Freehold buildings

2% and 5% straight line

Short leasehold property

5% straight line

Plant and machinery

7% - 25% reducing balance

Motor vehicles

25% reducing balance

Office equipment

25% reducing balance

Research and development

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated. A provision is made for any impairment.

Any expenditure carried forward will be amortised in line with the expected sales from the related asset over the period of expected benefit. Amortisation shall commence once the asset has been fully developed and is ready for commercial production.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

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

Asset class

Amortisation method and rate

Goodwill

10% straight line

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.

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

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.

Stocks

Stock is valued at the lower of cost and net realisable value, after due regard for obsolete and slow moving stocks. Net realisable value is based on selling price less anticipated costs to completion and selling costs. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in brining the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment.

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.

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.

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Leases

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

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.

Defined contribution pension obligation

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

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

Financial instruments

Classification
Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments.
 Recognition and measurement
An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability in the balance sheet. The corresponding dividends relating to the liability component are charged as an interest expense in the profit and loss accounts.
 Impairment
Financial instruments are assessed for impairment at the end of each reporting period.

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

3

Turnover

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

2023
£

2022
£

Sale of goods

31,823,311

25,359,784

Other revenue

89,682

103,449

31,912,993

25,463,233

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

2023
£

2022
£

UK

15,989,344

11,606,824

Europe

12,474,515

9,105,000

Rest of world

3,449,134

4,751,409

31,912,993

25,463,233

4

Other operating income

The analysis of the company's other operating income for the year is as follows:

2023
£

2022
£

Rent receivable

310,304

313,297

5

Other gains and losses

The analysis of the company's other gains and losses for the year is as follows:

2023
£

2022
£

Gain/loss on disposal of property, plant and equipment

(7,718)

13,368

6

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

348,105

350,979

Amortisation expense

4,700

4,700

Release of grant income

(70,632)

(69,402)

Foreign exchange (gains)/losses

(1,808)

13,838

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

7

Government grants

Amortisation of government grants in the year recognised in the profit and loss account total £ 70,632 ( 2022 - £ 69,402 ).

Government grants relating to capital projects recognised in deferred income amount to £1,444,358 ( 2022 - £1,373,726).

Government grants received in the year amount to £90,953 ( 2022 - £Nil).

8

Other interest receivable and similar income

2023
£

2022
£

Interest income on bank deposits

185

61

Other finance income

2

16

187

77

9

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

224,457

104,569

Interest on obligations under finance leases and hire purchase contracts

5,095

7,423

Interest expense on other finance liabilities

31,904

34,902

261,456

146,894

10

Staff costs

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

2023
£

2022
£

Wages and salaries

4,854,227

4,128,807

Social security costs

429,123

381,082

Pension costs, defined contribution scheme

48,917

55,778

5,332,267

4,565,667

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

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

2023
No.

2022
No.

Production

130

115

Administration and support

23

20

153

135

11

Directors' remuneration

The directors' remuneration for the year was as follows:

2023
£

2022
£

Remuneration

111,651

112,083

Contributions paid to money purchase schemes

22,019

30,480

133,670

142,563

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

2023
No.

2022
No.

Accruing benefits under money purchase pension scheme

3

4

12

Auditors' remuneration

2023
£

2022
£

Audit of the financial statements

17,530

15,500

Other fees to auditors

All other assurance services

12,738

20,819


 

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

13

Taxation

Tax charged/(credited) in the income statement:

2023
£

2022
£

Current taxation

UK corporation tax

150,917

35,000

UK corporation tax adjustment to prior periods

(51,228)

-

99,689

35,000

Deferred taxation

Arising from origination and reversal of timing differences

96,603

190,212

Tax expense in the income statement

196,292

225,212

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - the same as the standard rate of corporation tax in the UK) of 23.52% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Profit before tax

741,194

1,342,817

Corporation tax at standard rate

174,333

255,135

Other tax effects for reconciliation between accounting profit and tax expense (income)

328

(76,507)

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

8,158

(13,494)

Deferred tax expense relating to changes in tax rates or laws

64,701

60,078

Tax decrease from effect of adjustment in research and development tax credit

(26,467)

-

Tax decrease from other tax effects

(24,761)

-

Total tax charge

196,292

225,212

Deferred tax

Deferred tax assets and liabilities

2023

Liability
£

Differences between accumulated depreciation and capital allowances

550,269

550,269

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

2022

Liability
£

Differences between accumulated depreciation and capital allowances

453,666

453,666

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

14

Intangible assets

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2023

47,001

47,001

At 31 December 2023

47,001

47,001

Amortisation

At 1 January 2023

28,200

28,200

Amortisation charge

4,700

4,700

At 31 December 2023

32,900

32,900

Carrying amount

At 31 December 2023

14,101

14,101

At 31 December 2022

18,801

18,801

15

Tangible assets

Freehold land and buildings
 £

Short leasehold property
 £

Plant and machinery
 £

Office equipment
 £

Motor vehicles
 £

Total
£

Cost or valuation

At 1 January 2023

3,308,284

1,411,123

4,734,790

277,458

596,950

10,328,605

Additions

69,299

-

218,804

4,051

-

292,154

Disposals

-

-

(9,808)

(783)

-

(10,591)

At 31 December 2023

3,377,583

1,411,123

4,943,786

280,726

596,950

10,610,168

Depreciation

At 1 January 2023

468,380

778,687

2,565,932

217,325

344,239

4,374,563

Charge for the year

59,197

45,382

163,564

16,781

63,178

348,102

Eliminated on disposal

-

-

(2,873)

-

-

(2,873)

At 31 December 2023

527,577

824,069

2,726,623

234,106

407,417

4,719,792

Carrying amount

At 31 December 2023

2,850,006

587,054

2,217,163

46,620

189,533

5,890,376

At 31 December 2022

2,839,906

632,451

2,168,851

60,122

252,712

5,954,042

Included within the net book value of tangible assets above is £2,850,006 (2022 - £2,839,906) in respect of freehold land and buildings and £587,069 (2022 - £632,451) in respect of short leasehold land and buildings.
 

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2023
£

2022
£

Plant and machinery

32,444

34,886

Motor vehicles

165,597

220,796

198,041

255,682

Restriction on title and pledged as security

Property, plant and equipment with a carrying amount of £5,700,842 (2022 - £5,698,360) has been pledged as security for liabilities.

16

Other financial assets (current and non-current)

Financial assets at cost less impairment
£

Total
£

Non-current financial assets

Cost or valuation

At 1 January 2023

5,000

5,000

At 31 December 2023

5,000

5,000

Carrying amount

At 31 December 2023

5,000

5,000

Financial assets at cost less impairment
£

Total
£

Non-current financial assets

Cost or valuation

At 1 January 2022

5,000

5,000

At 31 December 2022

5,000

5,000

Carrying amount

At 31 December 2022

5,000

5,000

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

17

Stocks

2023
£

2022
£

Raw materials and consumables

151,918

123,105

Finished goods and goods for resale

3,778,100

3,620,120

3,930,018

3,743,225

The carrying amount of stocks pledged as security for liabilities amounted to £3,930,018 (2022 - £3,743,225).

The replacement costs are not materially different from the amount at which stocks are stated in the accounts.

18

Debtors

Current

Note

2023
£

2022
£

Trade debtors

 

3,020,565

2,830,107

Amounts owed by related parties

29

20,553

-

Other debtors

 

1,561,481

1,140,558

Prepayments

 

222,777

137,181

Accrued income

 

95,897

25,795

   

4,921,273

4,133,641

Trade debtors includes £2,733,750 (2022 - £2,525,089) covered by an invoice financing facility.

The carrying amount of debtors pledged as security for liabilities amounted to £3,020,565 (2022 - £2,830,107).

19

Cash and cash equivalents

2023
£

2022
£

Cash on hand

842

350

Cash at bank

907

200,877

Short-term deposits

1

68

1,750

201,295

Bank overdrafts and invoice financing facility

(3,058,733)

(2,202,698)

Cash and cash equivalents in statement of cash flows

(3,056,983)

(2,001,403)

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

20

Creditors

Note

2023
£

2022
£

Due within one year

 

Loans and borrowings

25

4,297,663

2,460,437

Trade creditors

 

1,080,377

1,179,208

Social security and other taxes

 

108,223

94,969

Outstanding defined contribution pension costs

 

17,685

14,541

Other creditors

 

309,365

285,418

Accruals

 

317,217

572,821

Corporation tax liability

13

150,917

35,000

Deferred income

 

444,532

439,386

 

6,725,979

5,081,780

Due after one year

 

Loans and borrowings

25

613,680

1,926,303

Deferred income

 

1,359,705

1,307,323

 

1,973,385

3,233,626

21

Provisions for liabilities

Deferred tax
£

Total
£

At 1 January 2023

453,666

453,666

Increase in provision

96,603

96,603

At 31 December 2023

550,269

550,269

22

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £48,917 (2022 - £55,778).

Contributions totalling £17,685 (2022 - £14,541) were payable to the scheme at the end of the year and are included in creditors.

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

23

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary shares of £1 each

10,000

10,000

10,000

10,000

AA Ordinary shares of £1 each

938

938

938

938

AB Ordinary shares of £1 each

938

938

938

938

AC Ordinary shares of £1 each

938

938

938

938

AD Ordinary shares of £1 each

938

938

938

938

AE Ordinary shares of £1 each

937

937

937

937

AF Ordinary shares of £1 each

937

937

937

937

AG Ordinary shares of £1 each

937

937

937

937

AH Ordinary shares of £1 each

937

937

937

937

 

17,500

17,500

17,500

17,500

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions:
These shares carry voting rights and are entitled to dividends. There are no restrictions in place.

Ordinary AA to AH shares have the following rights, preferences and restrictions:
These shares carry no voting rights but are entitled to receive dividends. They carry the right to have capital repaid in priority to the ordinary shares and to a share of any surplus on winding up.

24

Reserves

Profit and loss account

This reserves relates to the cumulative retained earnings less amounts distributed to shareholders.

Capital redemption reserve

This reserve relates to the nominal value of redeemed shares which cannot be distributed to shareholders.

25

Loans and borrowings

Non-current loans and borrowings

2023
£

2022
£

Bank borrowings

361,642

1,528,967

Hire purchase contracts

59,105

105,337

Other borrowings

192,933

291,999

613,680

1,926,303

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

2023
£

2022
£

Current loans and borrowings

Bank borrowings

1,176,941

161,588

Bank overdrafts

1,003,065

-

Hire purchase contracts

46,233

96,151

Other borrowings

15,756

-

Invoice financing facilities

2,055,668

2,202,698

4,297,663

2,460,437


Bank borrowings
Bank loan 1 is denominated in GBP with a fixed annual interest rate of 3.26% and the final instalment is due on the 3 September 2024. The carrying amount at the year end is £641,129 (2022 - £672,069).

Bank loan 2 is denominated in GBP with an annual interest rate of 1.50% over base rate and the final instalment is due on the 3 September 2024. The carrying amount at the year end is £420,901(2022 - £447,089).

Bank loan 3 is denominated in GBP with a fixed annual interest rate of 5.00% and the final instalment is due on the 5 June 2027. The carrying amount at the year end is £352,083 (2022 - £452,083).

Bank loan 4 is denominated in GBP with an annual interest rate of 3.10% over base rate and the final instalment is due on the 5 June 2041. The carrying amount at the year end is £114,854 (2022 - £119,315).

The above bank loans are secured by a way of legal charge over the company's freehold property and its associated assets.

Invoice financing
The invoice financing facilities are denominated in GBP, Euros and USD depending on the currency that the sales are invoiced in. A margin of 1.5% is payable on the invoice value and interest is charged on the amounts advanced at the bank's base rate in GBP and at the bank's cost of funds for advances in Euros and USD. The amounts advanced are repayable on demand. The carrying amount at the year end is £2,055,668 (2022 - £2,202,698).

The invoice financing facilities are secured by way of a fixed and floating charge over all the assets of the company.

26

Obligations under leases and hire purchase contracts

Finance leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

46,233

72,950

Later than one year and not later than five years

59,104

88,777

105,337

161,727

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

91,773

93,329

Later than one year and not later than five years

344,359

356,465

Later than five years

617,500

697,167

1,053,632

1,146,961

The amount of non-cancellable operating lease payments recognised as an expense during the year was £71,412 (2022 - £72,996).

27

Dividends

   

2023

 

2022

   

£

 

£

Interim dividend of £10.51 (2022 - £7.00) per ordinary share

 

318,949

 

212,472

28

Analysis of changes in net debt

At 1 January 2023
£

Financing cash flows
£

At 31 December 2023
£

Cash and cash equivalents

Cash

201,294

(1,202,610)

(1,001,316)

Borrowings

Long term borrowings

(1,926,303)

(1,312,623)

(3,238,926)

Short term borrowings

(257,740)

(981,190)

(1,238,930)

Invoice financing

(2,202,698)

147,030

(2,055,668)

(4,386,741)

(2,146,783)

(6,533,524)

 

(4,185,447)

(3,349,393)

(7,534,840)

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

29

Related party transactions

Transactions with directors

2023

At 1 January 2023
£

Advances to director
£

Repayments by director
£

At 31 December 2023
£

Mr A D J Spear

Current account - interest free and repayable on demand

-

7,583

-

7,583

Mr R A C Spear

Current account - interest free and repayable on demand

35,017

41,977

(23,681)

53,313

Mr I J Spear

Current account - interest free and repayable on demand

71,016

21,048

(92,064)

-

2022

At 1 January 2022
£

Advances to director
£

Repayments by director
£

At 31 December 2022
£

Mr R A C Spear

Current account - interest free and repayable on demand

44,225

21,326

(30,534)

35,017

Mr I J Spear

Current account - interest free and repayable on demand

71,074

9,625

(9,683)

71,016

Summary of transactions with parent

During the year, a share for share swap occured, which resulted in Coombefish Holdings Ltd (formerly Spearco Limited) now owning 100% of the shares in Coombe Fisheries Limited.
 

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Summary of transactions with other related parties

Other related parties include other entities controlled by directors and the immediate families of directors.

 During the year the company made purchases from and sales to other related parties, these transactions were carried out under normal trading terms.

 All loans are interest free and repayable on demand.

Other related parties have given a joint and several personal guarantee to the company's bank in respect of all bank borrowings. The guarantee is secured on properties owned by the respective related parties.

The company has a cross guarantee with Peninsula Seafoods Limited, as detailed in Note 31. In addition, a new guarantee of up to £300,000 was given by Peninsula Seafoods Limited in respect of the bank debt of Coombe Fisheries Limited.
 

Income and receivables from related parties

2023

Other related parties
£

Sale of goods

12,679,608

Amounts receivable from related party

7,060

2022

Other related parties
£

Sale of goods

9,435,931

Amounts receivable from related party

26,817

Expenditure with and payables to related parties

2023

Key management
£

Other related parties
£

Purchase of goods

-

6,427,926

Leases

149,633

44,793

149,633

6,472,719

Amounts payable to related party

-

136,080

2022

Key management
£

Other related parties
£

Purchase of goods

-

7,023,109

Dividends payable

-

127,048

Leases

206,733

44,793

206,733

7,194,950

Amounts payable to related party

-

168,850

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Loans to related parties

2023

Other related parties
£

Total
£

At start of period

866,194

866,194

Advanced

1,034,288

1,034,288

Repaid

(610,398)

(610,398)

At end of period

1,290,084

1,290,084

2022

Other related parties
£

Total
£

At start of period

498,322

498,322

Advanced

731,902

731,902

Repaid

(364,030)

(364,030)

At end of period

866,194

866,194

Loans from related parties

2023

Key management
£

Total
£

At start of period

302,712

302,712

Repaid

(136,045)

(136,045)

At end of period

166,667

166,667

2022

Key management
£

Other related parties
£

Total
£

At start of period

304,830

500,000

804,830

Repaid

(2,118)

(500,000)

(502,118)

At end of period

302,712

-

302,712

30

Financial instruments

Financial assets measured at fair value

Foreign currency forward contracts
Foreign currency forward contracts are valued using the rate of the contract compared to the rate available were a similar contract to have been entered into at the year end.

The fair value is £(1,982) (2022 - £(8,720)) and the change in value included in profit or loss is £6,739 (2022 - £(12,002)).

 

Coombe Fisheries Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

31

Parent and ultimate parent undertaking

The ultimate controlling parties in the period to 30 March 2023 were A D J Spear, R A C Spear and I J Spear. From 31 March 2023, the ultimate controlling party was A D J Spear and R A C Spear. On 21 June 2023, A D J Spear became the ultimate controlling party.

 The company's immediate parent is Coombefish Holdings Ltd, incorporated in England and Wales.

32

Non adjusting events after the financial period

After the date of the balance sheet date, the parent company changed its trading name from Spearco Limited to Coombefish Holdings Ltd.

33

Contingent liabilities

In respect of the company's invoice financing facilities, there is a corporate guarantee with Peninsula Seafoods Limited. The contingent liability under this guarantee at 31 December 2023 is limited to £964,000 (2022 - £964,000).

The company has given a guarantee to National Westminster Bank Plc of up to £1,478,052 in respect of the bank borrowings of the partnership of A D J Spear and R A C Spear (2022 - £1,478,052).

The company also has trade bond guarantees in place in respect of suppliers to the sum of £400,000.