Year Ended
Registration number:
Ocean Fish Group Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Statement of Income and Retained Earnings |
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Balance Sheet |
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Notes to the Financial Statements |
Ocean Fish Group Limited
Company Information
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Directors |
JA Lakeman EJ Lakeman L Genge |
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Registered office |
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Auditors |
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Ocean Fish Group Limited
Strategic Report for the Year Ended 30 November 2024
The directors present their strategic report for the year ended 30 November 2024.
Principal activity
The principal activity of the company is that of a holding company.
Fair review of the business
The Company is the parent undertaking for investments in:
• W Stevenson and Sons Limited which is in involved in the operation of a fishing fleet in the South West of England, together with running the daily fish auction in Newlyn.
• Ocean Fleet (SW) Ltd which operates a single fishing vessel in the South West of England.
• On 4 May 2023 the company also became parent of Ocean Fish (Wholesale) Limited which is involved in the processing and sales of largely UK landed fish into the Wholesale market. Ocean Fish (Wholesale) Limited is the parent company of Ocean Fish (Retail) Limited which sells fish into the Retail sector.
As the Company does not trade, key performance indicators are not monitored.
Principal risks and uncertainties
The directors ensure that senior managers are made aware of key risks facing the business.
A range of robust internal controls are continually monitored and reported to ensure that an effective level of risk management exists. The principal risks facing the group are as follows:
1. Health and safety - It is of paramount importance that we protect the health, safety and welfare of all our employees, contractors and fishermen. Health and safety will always be very high on the management agenda and is reported weekly to ensure company standards and focus remains high. We have dedicated H&S management resource and employees are provided with continual training to ensure that they continue to use best practice so that health and safety is never compromised.
2. Cost of fuel – despite the softening of fuel prices the conflict in Ukraine continues to impact global demand and the short-term profitability of fishing is likely to continue to be under pressure as fish prices struggle to increase enough to cover these overheads. The Company continues to explore new build programmes for vessels with modern and fuel-efficient engines and hull designs and in doing so lower overall carbon emissions.
3. Government Policy – A change in policy in respect of quotas and allowable catches, together with volatility in fish availability and market pricing continue to represent a risk to the business.
The Directors believe that the Company is well placed to manage its business risks and the support of the bank to continue a wider Group vessel modernisation programme. Accordingly, the Directors’ have continued to adopt the going concern basis in the preparation of these accounts.
Approved and authorised by the
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Ocean Fish Group Limited
Directors' Report for the Year Ended 30 November 2024
The directors present their report and the financial statements for the year ended 30 November 2024.
Directors of the company
The directors who held office during the year were as follows:
Future developments
A structured decommission and replacement programme continues to be appraised and implemented for W Stevenson & Sons vessels that are nearing the end of their useful economic life. This will ensure that days-at-sea and operational efficiencies are maximised. Directors are constantly reviewing new and innovative methods of fishing to ensure the sustainability of all South West stocks for future generations.
Important non adjusting events after the financial period
On 5 April 2025, Ocean Fish Group Limited acquired 51% of the shares in Chapman's of Sevenoaks Limited, a wholesale fish provider to the foodserve sector.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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Ocean Fish Group Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group Limited
Opinion
We have audited the financial statements of Ocean Fish Group Limited (the 'company') for the year ended 30 November 2024, which comprise the Statement of Income and Retained Earnings, Balance Sheet, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 30 November 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. |
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 director's 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 original 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.
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group 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:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group Limited
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the group and management.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our commercial and sector experience and through discussions with the directors and other management. We discussed with the directors and other management the policies and procedures regarding compliance throughout the audit and have reviewed board minutes and any relevant correspondence with regulator bodies. We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements. This was all clearly communicated, and our team remained alert to any indications of non-compliance throughout the audit.
The company is subject to laws and regulations that directly affect the financial statements, including: the Companies Act 2006; the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and UK tax legislation.
The company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, including: General Data Protection Regulation (“GDPR”); health and safety regulations; employment laws; the Fisheries Act 2020; and the Merchant Shipping Act 1995; and Food Standard Agency regulations. Non-compliance could have a material effect through the imposition of fines, litigation or the loss of licences to operate.
Based on our understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures included: Enquiries of management regarding their knowledge of any non-compliance with laws and regulations; Reviewing board meeting minutes; Reviewing legal and professional costs; Searching the Information Commissioner’s Office website and enquiries with the group’s compliance officer; Reviewing filings made at Companies House; Reviewing estimates and judgments made in the accounts for any indication of management bias; and Auditing the risk of management override of controls, including testing journal entries; and Audited income with a multifaceted approach to assess whether income was complete, accurate and recognised in the correct period. We also assessed whether there was any evidence of fraud in revenue recognition.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group Limited
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.
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Melville Building East
Unit 18, 23 Royal William Yard
Devon
PL1 3GW
Ocean Fish Group Limited
Statement of Income and Retained Earnings
Year Ended 30 November 2024
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Note |
2024 |
2023 |
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Turnover |
- |
- |
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Administrative expenses (excluding depreciation and amortisation) |
( |
( |
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EBITDA |
(13,803) |
(32,020) |
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Depreciation and amortisation |
- |
- |
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Operating loss |
( |
( |
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Loss before tax |
( |
( |
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Loss for the financial year |
( |
( |
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Retained earnings brought forward |
(35,835) |
(3,815) |
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Retained earnings carried forward |
(49,638) |
(35,835) |
Ocean Fish Group Limited
Balance Sheet
30 November 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Investments |
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Current assets |
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Debtors |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
( |
( |
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Shareholders' deficit |
( |
( |
Approved and authorised by the
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Company Registration Number: 12218181
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2024
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Summary of disclosure exemptions
FRS102 grants a qualifying entity exemptions from the full requirements of FRS102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity:
The company has taken advantage of the exemption, under FRS102 paragraph 1.12(b), from preparing a Statement of Cash Flows, on the basis that it is a qualifying entity and its ultimate parent company, Ocean Holdings South West Limited, includes the company's cash flows in its own consolidated financial statements.
Group accounts not prepared
The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Ocean Holdings South West Limited, a company incorporated in England
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2024
Going concern
At the year end the company had net liabilities of £47,971 (2023 - £34,168) and net current liabilities of £4,080,578 (2023 - £4,066,755) of which £4,935,099 (2023 - £4,799,805) is owed to fellow group undertakings.
The directors have confirmed continued support for at least a period of 12 months from date of approving the financial statements and therefore consider the going concern basis remains appropriate.
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 group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group 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 group's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
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.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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.
Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2024
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
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Staff costs |
The average number of persons employed by the company (including directors) during the year, was
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Auditor's remuneration |
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2024 |
2023 |
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Audit of the financial statements |
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- |
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Investments |
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2024 |
2023 |
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Investments in subsidiaries |
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Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2024
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 December 2023 |
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At 30 November 2024 |
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Carrying amount |
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At 30 November 2024 |
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At 30 November 2023 |
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Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2024 |
2023 |
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Subsidiary undertakings |
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Unit 2a/2b Victoria Business Park, Roche, St Austell, Cornwall, PL26 8LX England and Wales |
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Unit 2a/2b Victoria Business Park, Roche, St Austell, Cornwall, PL26 8LX England and Wales |
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Unit 2a/2b Victoria Business Park, Roche, St Austell, Cornwall, PL26 8LX England and Wales |
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Harbour Offices, Newlyn, Penzance, Cornwall, TR18 5HB England and Wales |
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Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2024
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Subsidiary undertakings |
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Ocean Fish (Wholesale) Limited The principal activity of Ocean Fish (Wholesale) Limited is |
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Ocean Fish (Retail) Limited The principal activity of Ocean Fish (Retail) Limited is |
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Ocean Fleet (SW) Limited The principal activity of Ocean Fleet (SW) Limited is |
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W. Stevenson & Sons Limited The principal activity of W. Stevenson & Sons Limited is |
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Debtors |
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2024 |
2023 |
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Amounts owed by related parties |
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Creditors |
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Note |
2024 |
2023 |
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Due within one year |
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Amounts due to group undertakings |
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Other creditors |
- |
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Share capital |
Allotted, called up and fully paid shares
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2024 |
2023 |
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No. |
£ |
No. |
£ |
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1,517 |
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1,517 |
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150 |
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150 |
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Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2024
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Contingent liabilities |
There is an unlimited multilateral guarantee between the company and the following companies within the group: Ocean Holdings South West Ltd; Ocean Fish (Wholesale) Limited; Ocean Fish (Retail) Limited; Ocean Fleet (SW) Ltd; and W. Stevenson & Sons Limited. The maximum full potential liability at year end is £7,208,539 (2023 - £7,748,799).
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Non adjusting events after the financial period |
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Related party transactions |
The company has taken advantage of the exemption in FRS 102 "Related Party Disclosures" from
disclosing transactions with wholly owned members of the group.
Summary of transactions with subsidiaries
Income and receivables from related parties
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2024 |
Subsidiaries |
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Amounts receivable from related party |
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Parent and ultimate parent undertaking |
The company's immediate, and ultimate, parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is
The parent of the smallest, and largest, group in which these financial statements are consolidated is
The address of Ocean Holdings South West Limited is: