Company registration number 02575875 (England and Wales)
SEAMARK GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
SEAMARK GROUP LIMITED
COMPANY INFORMATION
Directors
Mr B Ahmed
Mr I Ahmed
Mr K Ahmed
Secretary
Mr B Ahmed
Company number
02575875
Registered office
Ibco Building
Hulme Hall Lane
Lord North Street
Miles Platting
Manchester
M40 8AD
Auditor
Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
SEAMARK GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 27
SEAMARK GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 30 December 2024.
Fair review of the business
Over the past five years, the shrimp market has faced significant disruption due to a range of global economic events. In response, the business undertook a strategic shift during 2024, focusing on operational efficiency. These changes are part of a broader transition towards a sustainable, brand-focused model targeting customers in the UK and Europe.
The implementation of a lower cost base and brand-centric strategy has driven improved business performance in 2024 compared to 2023. Key achievements include:
A consistent level of operating costs being maintained at £3.3m.
A reduction in inventory levels aligned with lower procurement volumes.
A decrease in overall borrowing, from £4.9m to £4.2m.
These results indicate the early success of the business transformation strategy.
Principal risks and uncertainties
The company is exposed to a variety of risks including price risk; credit risk; liquidity risk and exchange risk which reflect the conditions in the markets from which it procures and to which it supplies.
Price risk
The company is exposed to changes in the market price of its raw materials reflecting availability of produce and local inflationary and foreign exchange pressures. Availability is affected by both local supply conditions and global issues and the company manages the associated risks through exploiting local knowledge and developing its relationship with its related business in Bangladesh; developing and maintaining strong relationships with its suppliers involving regular visits and continually seeking to develop supply chains in new trading areas.
Credit risk
Credit risk is managed through a combination of the application of credit insurance supported by strong credit management; application of individual credit limits and close and regular contact with customers.
Liquidity risk
The company is funded by a combination: commercial loans; a flexible bank facility with an overall limit and extended credit from related party suppliers. Current and forward positions and commitments are monitored and the bank facility is reviewed annually. The facility was renewed in the prior year and further renewal is expected at the appropriate review date.
Foreign exchange risk
The company trades in sterling, US dollars and Euros using currency accounts which obviates the need for transactional currency dealing at spot rates and limits the exposure to fluctuation. The currency position is monitored daily and a balanced portfolio of currencies maintained with exchange transactions being transacted when rates are favourable. The company works with its bankers to manage risk and exposure in the most appropriate way.
SEAMARK GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 2 -
Key performance indicators
As the prime measure of economic output, revenue is key to measuring shareholder return and future growth.
Gross profit measures the added value from importing and processing of products.
Future developments
The transition to a leaner operating model has progressed well throughout 2024. Most structural and operational changes are on track to be completed by Mid 2025, positioning the business for a return to profitability.
In 2025, early indicators suggest:
A slowing in the rate of sales decline, suggesting stabilising market conditions.
Further reductions in operating costs, improving financial resilience.
The Directors remain confident in the strategy and are encouraged by the positive trajectory of operational and financial performance. With the final stages of the transformation underway, the business is well-positioned for sustainable growth and profitability in the medium term.
Mr K Ahmed
Director
11 July 2025
SEAMARK GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 30 December 2024.
Principal activities
The principal activity of the company continues to be that of the storage, processing, wholesaling import and export of frozen seafood. The company also operates in the restaurant retail sector.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were :
Mr B Ahmed
Mr I Ahmed
Mr K Ahmed
Post reporting date events
On 20 June 2025 the company re-registered from a public limited company to a private limited company. The company name changed from this date onwards from Seamark PLC to Seamark Group Limited.
Auditor
Royce Peeling Green Limited were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible 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 then apply them consistently;
make judgements 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; 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.
Matters covered in the Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' report. These matters relates to Risks and Future Developments.
SEAMARK GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Existence of branches of the company outside of the United Kingdom
The company has no branches outside of the United Kingdom.
On behalf of the board
Mr K Ahmed
Director
11 July 2025
SEAMARK GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SEAMARK GROUP LIMITED
- 5 -
Opinion
We have audited the financial statements of Seamark Group Limited (the 'company') for the year ended 30 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including 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 30 December 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 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 - material uncertainty
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.
However, we consider the uncertainty of the availability of sufficient committed borrowing facilities to be significant and therefore draw attention to the disclosures made in Note 1.2 of the financial statements. Our opinion is not modified in this respect.
Based on the work we have performed, we have not identified any other 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 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.
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. 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 our audit:
the information given in the strategic report and the directors' report for the financial year 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.
SEAMARK GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SEAMARK GROUP LIMITED (CONTINUED)
- 6 -
Matters on which we are required to report by exception
In the light of the 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 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor'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.
In planning the audit we gain an understanding of the laws and regulations which apply to the company and how management seek to comply with them. This helps us to make appropriate risk assessments.
During the fieldwork we focus on relevant risk areas and review compliance with laws and regulations through making relevant enquiries and corroboration by, for example, reviewing Board Minutes and other documentation.
We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:
Review of controls set in place by management
Enquiry of management as to whether they consider fraud or other irregularities may have occurred or where such opportunity might exist
Challenge of management assumptions with regard to accounting estimates
Identification and testing of journal entries, particularly those which may appear to be unusual by size or nature.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements, or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we are less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
SEAMARK GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SEAMARK GROUP LIMITED (CONTINUED)
- 7 -
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.
Martin Chatten (Senior Statutory Auditor)
For and on behalf of Royce Peeling Green Limited, Statutory Auditor
Chartered Accountants
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
11 July 2025
SEAMARK GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
15,181,090
17,123,679
Cost of sales
(14,011,829)
(17,046,858)
Gross profit
1,169,261
76,821
Distribution costs
(354,251)
(410,544)
Administrative expenses
(3,348,368)
(3,283,911)
Other operating income
292,800
349,868
Operating loss
4
(2,240,558)
(3,267,766)
Interest receivable and similar income
10
180,000
200,000
Interest payable and similar expenses
8
(303,087)
(428,554)
Change in fair value of investment property
9
265,073
-
Loss before taxation
(2,098,572)
(3,496,320)
Tax on loss
11
1,034,682
(18,160)
Loss for the financial year
(1,063,890)
(3,514,480)
Other comprehensive income
Revaluation of tangible fixed assets
3,312,879
Total comprehensive income for the year
2,248,989
(3,514,480)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
SEAMARK GROUP LIMITED
BALANCE SHEET
AS AT 30 DECEMBER 2024
30 December 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
8,867,787
6,079,773
Investment property
12
1,169,550
904,477
10,037,337
6,984,250
Current assets
Stocks
14
2,627,308
4,320,398
Debtors
15
7,075,649
10,544,701
Cash at bank and in hand
177,344
4,414
9,880,301
14,869,513
Creditors: amounts falling due within one year
16
(6,806,432)
(9,904,064)
Net current assets
3,073,869
4,965,449
Total assets less current liabilities
13,111,206
11,949,699
Creditors: amounts falling due after more than one year
17
(62,748)
(115,548)
Provisions for liabilities
Deferred tax liability
18
1,034,682
-
(1,034,682)
Net assets
13,048,458
10,799,469
Capital and reserves
Called up share capital
20
60,000
60,000
Revaluation reserve
3,312,879
Profit and loss reserves
9,675,579
10,739,469
Total equity
13,048,458
10,799,469
The financial statements were approved by the board of directors and authorised for issue on 11 July 2025 and are signed on its behalf by:
Mr K Ahmed
Director
Company registration number 02575875 (England and Wales)
SEAMARK GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2024
- 10 -
Share capital
Revaluation reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 31 December 2022
60,000
14,253,949
14,313,949
Year ended 30 December 2023:
Loss and total comprehensive income
-
-
(3,514,480)
(3,514,480)
Balance at 30 December 2023
60,000
10,739,469
10,799,469
Year ended 30 December 2024:
Loss
-
-
(1,063,890)
(1,063,890)
Other comprehensive income:
Revaluation of tangible fixed assets
-
3,312,879
-
3,312,879
Total comprehensive income
-
3,312,879
(1,063,890)
2,248,989
Balance at 30 December 2024
60,000
3,312,879
9,675,579
13,048,458
SEAMARK GROUP LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(562,449)
(493,906)
Interest paid
(303,087)
(428,554)
Income taxes paid
-
(41,986)
Net cash outflow from operating activities
(865,536)
(964,446)
Investing activities
Purchase of tangible fixed assets
(77,455)
Repayment of loans
1,420,001
1,267,945
Interest received
180,000
200,000
Net cash generated from investing activities
1,600,001
1,390,490
Financing activities
Movement in CID balance
(103,175)
(92,652)
Repayment of bank loans
(795,156)
(1,292,096)
Net cash used in financing activities
(898,331)
(1,384,748)
Net decrease in cash and cash equivalents
(163,866)
(958,704)
Cash and cash equivalents at beginning of year
(1,362,573)
(403,869)
Cash and cash equivalents at end of year
(1,526,439)
(1,362,573)
Relating to:
Cash at bank and in hand
177,344
4,414
Bank overdrafts included in creditors payable within one year
(1,703,783)
(1,366,987)
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
- 12 -
1
Accounting policies
Company information
Seamark Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ibco Building, Hulme Hall Lane, Lord North Street, Miles Platting, Manchester, M40 8AD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
1.2
Going concern
These financial statements have been prepared on a going concern basis, which the directors consider to be appropriate.true
The company utilises a revolving external banking facility to fund its working capital requirements. The trading loss incurred in 2024 was financed primarily through stock reduction, and the company has operational cash flow in 2024.
In addition, the company has fully repaid its Coronavirus Business Interruption Loan Scheme (CBILS) loan.
Borrowings have reduced by £10m over the past five years, largely due to improvements in working capital management. There is no evidence to suggest that the existing bank facility will not remain in place.
The directors have prepared detailed forecasts of income and expenditure to 31 December 2026. These forecasts reflect the operational improvements and financing measures noted above and indicate that the company expects to have adequate resources to meet its liabilities as they fall due for the foreseeable future.
In addition, the directors have confirmed that they have both the ability and intention to provide financial support to the company, should this be required.
Accordingly, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, and therefore, continue to adopt the going concern basis in preparing the financial statements.
1.3
Turnover
Revenue from the wholesale business is recognised when the Company has transferred the significant risks and rewards of ownership to the buyer to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company 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 Company 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.
Revenue from the restaurant and banqueting hall was recognised when the sale is made to the customer.
1.4
Tangible fixed assets
Tangible fixed assets are stated at historical cost or valuation 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 as intended by management.
The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the company. Repairs and maintenance are charged to the statement of comprehensive income during the period in which they are incurred.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
over 25 years straight line
Plant and equipment
over 3-5 years straight line
Fixtures and fittings
over 10 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
Freehold land is not depreciated. 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.
1.5
Investment property
Investment property are carried at fair value determined by external valuers and assessed annually by the directors. The fair value would be adjusted for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in statement of comprehensive income.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.7
Stocks
Stocks are valued at the lower of cost and net realisable value. Cost is based on the cost of purchase on a first in, first out basis. Net realisable value is based on estimated selling price less additional costs to completion and disposal. The value of work in progress and processed finished goods include directly attributable overheads.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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.
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs/ finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payments obligations.
The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.15
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.
1.16
Foreign exchange
The company's functional currency is GBP.
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non‑monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non‑monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period‑end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
2
Judgements and 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 of the revision and future periods where the revision affects both periods.
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible fixed assets
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors such as technological innovation, product life cycles and maintenance programmes (asset lives) and future market conditions, the remaining life of the asset and projected disposal values (residual values).
The directors also have to make assumptions regarding the fair value of the investment property recognised in the financial statements. This has to be established by estimating the square metre coverage used by a separate operation on the land and buildings owned by Seamark plc. The directors consider the fair value to not be materially different to the historical cost for the proportion of the site occupied and recognised as an investment property.
Stocks
Where appropriate slow moving stocks are written down to their net realisable value, the assessment of net realisable value takes account of factors such as the availability of outlet channels and the value realised.
Debtors
In assessing the provision for doubtful debts factors taken into account include debtors' age profile, their historical payment performance and available credit data.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Wholesale Import and Export
15,181,090
17,123,679
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
6,173,818
6,727,892
Rest of Europe
9,007,272
10,395,787
15,181,090
17,123,679
2024
2023
£
£
Other revenue
Interest income
180,000
200,000
Grants received
52,800
52,800
Rental income
240,000
240,000
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 19 -
4
Operating loss
2024
2023
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
74,811
(98,958)
Depreciation of owned tangible fixed assets
524,865
542,733
Operating lease charges
395,073
397,824
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
45,000
32,000
6
Employees
The average monthly number of persons (including directors) employed during the year was:
2024
2023
Administration
30
31
Management
3
3
Production
39
46
72
80
Their aggregate remuneration comprised: (£)
Wages and salaries
1,894,115
1,825,891
Social security costs
156,919
157,237
Pension costs
27,035
26,462
2,078,069
2,009,590
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services: all directors
274,483
348,609
Remuneration for qualifying services: highest paid director
115,158
142,766
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 20 -
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
231,389
338,620
Interest on invoice finance arrangements
71,698
89,934
303,087
428,554
9
Amounts written off investments
2024
2023
£
£
Changes in the fair value of investment properties
265,073
-
10
Interest receivable and similar income
2024
2023
£
£
Interest on financial assets not measured at fair value through profit or loss
180,000
200,000
11
Taxation
2024
2023
£
£
Deferred tax
Origination and reversal of timing differences
(17,598)
34,483
Changes in tax rates
2,188
Adjustment in respect of prior periods
(1,017,084)
(18,511)
Total deferred tax
(1,034,682)
18,160
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
11
Taxation
(Continued)
- 21 -
The actual (credit)/charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(2,098,572)
(3,496,320)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(524,643)
(821,635)
Tax effect of expenses that are not deductible in determining taxable profit
2,178
5,185
Tax effect of income not taxable in determining taxable profit
(65,668)
Unutilised tax losses carried forward
478,831
842,600
Change in unrecognised deferred tax assets
65,893
Effect of change in deferred tax rate
2,188
Depreciation on assets not qualifying for tax allowances
25,811
24,272
Deferred tax adjustments in respect of prior years
(1,017,084)
(18,510)
Other
(15,940)
Taxation (credit)/charge for the year
(1,034,682)
18,160
12
Investment property
2024
£
Fair value
At 31 December 2023
904,477
Net gains or losses through fair value adjustments
265,073
At 30 December 2024
1,169,550
Seamark plc leases a part of the land and buildings to IBCO Limited, a related party.
The valuation of this part of the property has been established by reference to the square footage utilised by the separate operation. In determining this, they have used recent valuation reports provided by professional surveyors.
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 22 -
13
Tangible fixed assets
Freehold land and buildings
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost or valuation
At 31 December 2023
13,682,885
8,314,064
436,223
22,433,172
Revaluation
(5,125,010)
(5,125,010)
At 30 December 2024
8,557,875
8,314,064
436,223
17,308,162
Depreciation and impairment
At 31 December 2023
7,997,889
8,004,888
350,622
16,353,399
Depreciation charged in the year
463,500
57,465
3,900
524,865
Revaluation
(8,437,889)
(8,437,889)
At 30 December 2024
23,500
8,062,353
354,522
8,440,375
Carrying amount
At 30 December 2024
8,534,375
251,711
81,701
8,867,787
At 30 December 2023
5,684,996
309,176
85,601
6,079,773
Land and buildings with a carrying amount of £6,149,473 were revalued at 29 November 2024 by Fisher German LLP, Chartered Surveyors, independent valuers not connected with the company on the basis of market value. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. Of the total valuation an amount of £1,169,550 is accounted for as investment property in the company balance sheet.
Land and buildings are carried at valuation. If land and buildings were measured using the cost model, the carrying amounts would have been as set out below:
Land & buildings
2024
2023
£
£
Cost
13,682,885
-
Accumulated depreciation
(8,477,889)
-
Carrying value
5,204,996
-
14
Stocks
2024
2023
£
£
Raw materials and finished goods
2,581,630
4,310,104
Work in progress
45,678
10,294
2,627,308
4,320,398
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 23 -
15
Debtors
Note
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
1,303,536
1,495,093
Other debtors
23
5,667,500
8,686,806
Prepayments and accrued income
104,613
362,802
7,075,649
10,544,701
16
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Invoice discounting indebtedness
677,908
781,083
Bank loans and overdrafts
3,744,592
4,202,952
Trade creditors
478,473
1,381,353
Corporation tax
4,336
4,335
Other taxation and social security
146,646
94,580
Other creditors
23
1,548,740
3,225,610
Accruals and deferred income
205,737
214,151
6,806,432
9,904,064
The loan, overdraft and invoice discounting indebtedness are secured by fixed and floating charges over all the assets of the company.
At 31 December 2024 the company had guaranteed £2,116,609 (2023: £5,200,000) in relation to related parties under a cross guarantee to Barclays Bank PLC dated 28 March 2022.
The final instalment of CBIL loan of £1,500,000 was repaid in March 2024.
17
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Government grants
19
62,748
115,548
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 24 -
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
968,789
1,034,682
Tax losses
(968,789)
-
-
1,034,682
2024
Movements in the year:
£
Liability at 31 December 2023
1,034,682
Credit to profit or loss
(1,034,682)
Liability at 30 December 2024
-
19
Deferred income
2024
2023
£
£
Arising from government grants
62,748
115,548
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
60,000
60,000
60,000
60,000
21
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within 1 year
390,000
390,000
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 25 -
22
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
306,596
381,521
The amounts disclosed include amounts paid to and on behalf of key management including employers' national insurance, P11D benefits and pension contributions.
Transactions with related parties
Sales
Purchases
2024
2023
2024
2023
£
£
£
£
IBCO Limited
3,201,201
3,790,147
478,000
729,206
Restaurant Wholesale Barking
571,205
535,401
-
-
Seamark (BD) Limited
-
-
1,353,005
3,501,633
IBCO Enterprises
-
-
372,000
372,000
Other related parties
623,385
506,499
2,806
2,741
Rental income/ (charges)
Loan interest/ management charge income
2024
2023
2024
2023
£
£
£
£
IBCO Limited
240,000
240,000
180,000
200,000
IBCO Enterprises
(390,000)
(390,000)
-
-
IBCO Food Industries and Seamark (BD) Limited are Bangladeshi companies under common ownership. Trading is on equivalent terms with those applied by similar suppliers.
IBCO Limited is a company under common ownership and control.
Restaurant Wholesale Barking is a partnership owned by the directors.
IBCO Enterprises is a partnership under common ownership and control.
2024
2023
Amounts due to related parties
£
£
IBCO Limited
409,451
585,682
Seamark (BD) Limited
28,997
1,401,264
IBCO Enterprises
62,000
62,000
Other related parties
952,752
1,055,446
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
22
Related party transactions
(Continued)
- 26 -
Amounts due from related parties
£
£
IBCO Limited
2,470,882
5,261,036
Restaurant Wholesale Barking
584,727
511,141
Seamark (BD) Limited
1,989,712
2,082,748
IBCO Enterprises
437,798
567,239
Key management personnel
6,180
6,180
Other related parties
122,815
182,371
Other related parties include:
Seamark Pension Fund, of which Mr I Ahmed and Mr K Ahmed are members. Amounts owed to this party comprise short term loans of £869,497 (2023: £893,820).
Amounts owed by IBCO Limited include an interest bearing loan of £2,199,983 (2023: £3,619,984).
23
Cash absorbed by operations
2024
2023
£
£
Loss after taxation
(1,063,890)
(3,514,480)
Adjustments for:
Taxation (credited)/charged
(1,034,682)
18,160
Finance costs
303,087
428,554
Investment income
(180,000)
(200,000)
Fair value gain on investment properties
(265,073)
Depreciation and impairment of tangible fixed assets
524,865
542,733
Movements in working capital:
Decrease in stocks
1,693,090
3,429,378
Decrease/(increase) in debtors
2,049,051
(280,923)
Decrease in creditors
(2,536,097)
(864,528)
Decrease in deferred income
(52,800)
(52,800)
Cash absorbed by operations
(562,449)
(493,906)
SEAMARK GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 DECEMBER 2024
- 27 -
24
Analysis of changes in net debt
31 December 2023
Cash flows
30 December 2024
£
£
£
Cash at bank and in hand
4,414
172,930
177,344
Bank overdrafts
(1,366,987)
(336,796)
(1,703,783)
(1,362,573)
(163,866)
(1,526,439)
Borrowings excluding overdrafts
(3,617,048)
898,331
(2,718,717)
(4,979,621)
734,465
(4,245,156)
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