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Company Registration Number:
31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
COMPANY INFORMATION
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PURE FISHING (UK) LIMITED
CONTENTS
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PURE FISHING (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report for the year ended 31 December 2024.
The Company enjoyed a small expansion of its dealer network in 2024 which supported an improvement in the volume and quality of sales. The company’s focus was promotion of innovative product development which generated consumer and dealer interest.
The UK market continues to be very competitive with high stocking levels in shops, however, differentiation of products compared to the competition has supported a confident outlook from our dealers. The Company’s statement of comprehensive income shows a loss on ordinary activities before taxation of £2,501k (2023: Loss £11,570k). As at the balance sheet date the Company had net assets of £149,354k (2023: £151,855k).
The main risks and uncertainties facing the Company would have to be categorised as follows:
· Unpredictable consumer demand and general economic conditions. · Severe and unseasonable weather in any prime selling seasons for fishing, as sales are always weather dependent · Future inventory prices from China can fluctuate due to supply and currency. We purchase the majority of our inventory from China, denominated in USD which can alter the price we pay for product over time. · Excessive short term fluctuations in foreign exchange rates affecting the price of products sourced from overseas in foreign currency. · The continued availability of credit facilities to the Company, as part of the wider Pure Fishing group, at competitive prices. All the above can be managed with good planning, long-term strategy and careful investment. FOREIGN EXCHANGE RISK The Company is exposed to foreign exchange risk on its products and on amounts due to and from fellow group undertakings. The Company monitors its exposure to foreign exchange risk on an ongoing basis. CREDIT RISK The Company trades with only recognised, creditworthy third parties. It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. In addition, receivable balances are monitored on an ongoing basis and, where appropriate, credit insurance is utilised with the result that the Company’s exposure to bad debts is mitigated. LIQUIDITY RISK The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of loans from fellow group undertakings. The financing of the Company via group loan notes is linked to LIBOR as disclosed in notes 18 and 19. As such the liquidity of the Company can be impacted by interest rate volatility PRICE RISK The Company manufactures and purchases product with exposure to fluctuating purchase prices. Where this occurs the Company sets its selling prices accordingly to mitigate this effect.
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PURE FISHING (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Turnover increased by £511k (3.0%) (2023: increased £628k (3.8%)).
The Company purchases the majority of its products in US dollars but sells them in Sterling. The profitability of the Company is therefore heavily dependent upon foreign exchange rates. The Company’s key financial and other performance indicators during the year were as follows:
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PURE FISHING (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors work to promote the success of the Company by considering the impact that their decisions may have on the Company, along with the Company's stakeholders. The issues and factors which have guided the directors' decisions are outlined in the "Review of the Business" and "Principal Risks and Uncertainties" section of this report.
The Company's key stakeholders include but are not limited to: • Customers • Employees • Suppliers • Funders During the financial year ended 31 December 2024 the directors, having regard to the financial performance and position of the Company, and the ability to meet the expectations of its key stakeholders, decided not to pay a dividend. The core values at Pure Fishing are to work as a team, providing great customer experience. These values underpin the Pure Fishing group's strategy and vision. The vision is to be the leading global player in the fishing tackle industry, and its strategy is to have the best employees, products and processes to create a platform for growth. The directors of the Company promote good governance, which is key to driving the success of the business. The directors aim to promote strong relationships with key stakeholders at all times which are also critical to achieving long term growth and success. The Senior Leadership team meet at least every quarter to review the business and its operations to ensure it is meeting targets and that decisions taken are in line with the groups' values and objectives. The Company also engaged with external customers to ensure a positive customer experience and to ensure the new product development was in line with market trends. Internally the Company looked at its operations to determine productivity improvements that could be made to strengthen its ability to compete in the marketplace. The business is mindful of its impact on the environment and supports sustainable fishing practices in the markets in which it operates and participates actively in many local organisations.
This report was approved by the board and signed on its behalf.
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PURE FISHING (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £2,501k (2023 - loss £11,570k).
No dividends were paid during the year (2023: £Nil). The Directors do not recommend payment of a final dividend for 2024 (2023: £Nil).
The directors believe that preparing the financial statements on the going concern basis is appropriate due to the continued financial support of the ultimate parent company, Pure Fishing Inc. The directors have received confirmation that the parent company, via its subsidiary undertaking SP PF Cayman Holdings I LP intends to support the Company for at least one year from the date these financial statements are signed.
The directors who served during the year were:
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PURE FISHING (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Overall in the coming year the Company expects to continue operating with its current business model.
We will continue to develop strong relationships with our customers, suppliers and with the fishing industry in general, generating new business where possible and seeking growth for the business.
There have been no significant events affecting the Company since the year end.
Under section 487(2) of the Companies Act 2006, Armstrong Watson Audit Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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PURE FISHING (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PURE FISHING (UK) LIMITED
We have audited the financial statements of Pure Fishing (UK) Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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).
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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 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 Auditors' 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.
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PURE FISHING (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PURE FISHING (UK) LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial 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.
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.
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PURE FISHING (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PURE FISHING (UK) LIMITED (CONTINUED)
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 Auditors' 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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations was as follows: • the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; • we identified the laws and regulations applicable to the company through discussion with management; • we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and • identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: • making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected or alleged fraud; and • considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. In address the risk of fraud through management bias and override of controls, we: • performed analytical procedures as a risk assessment tool to identify any unusual or unexpected relationships; and • tested journal entries to identify unusual transactions; and • tested the discounted cash flow model for review of impairment to valuation of investments. • reviewed the accounting provisions against stock and trade debtors to gain comfort over valuation and recoverability. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included but were not limited to: • agreeing financial statement disclosures to underlying supporting documentation; and • enquiring of management as to actual and potential litigation and claims.
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 will be 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 for the audit of the financial statements is located on the Financial
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PURE FISHING (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PURE FISHING (UK) LIMITED (CONTINUED)
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
Newcastle upon Tyne
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PURE FISHING (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
REGISTERED NUMBER: 02298581
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 27 form part of these financial statements.
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PURE FISHING (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The principal activity of the Company is the purchasing of fishing tackle for distribution to retailers. The Company is a private company, limited by shares and incorporated and registered in England, United Kingdom. The address of the registered office is 2 Silverton Court, Northumberland Business Park, Cramlington, Northumberland, England, NE23 7RY.
These financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates. Figures are rounded to the nearest thousand.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The Company's results are consolidated in the group financial statements produced by SP PF Cayman Holdings I LP and are filed at Companies House in accordance with the provisions of the Companies Act 2006. Accordingly, the Company has taken advantage of the exemption from preparing consolidated financial statements afforded by Section 401 Companies Act 2006.
The following principal accounting policies have been applied:
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared under the going concern basis because the directors have confirmed that continuing finance will be made available from a parent company, SP PF Cayman Holdings I LP, in order for the Company to meet its liabilities as they fall due and to continue operations without realisation of its assets, for a period of at least 12 months from the date of signing the financial statements. This continuing finance is likely to be in the form of the ultimate parent not setting in motion any group structure review that require settlement of inter company debt. In addition, the Company does not rely on external borrowings and has a strong net asset position.
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Investments in non-derivative instruments that are equity to the issuer are measured: • at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably; • at cost less impairment for all other investments. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an 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. Derivatives, including interest rate swaps and 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 or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Fixed asset investments As noted above, to determine whether there has been an impairment of fixed asset investment (see note 2.11), management consider annually the expected future financial performance of the asset using a Discounted Cash Flow model. The key base assumptions of the model used include: A change in WACC of +0.5% would result an adverse movement in fair value in use of £43.2m, however does not result in impairment to the carrying value. The WACC would have to increase to 12.4% for the model to show an impairment. A change in the growth rate of - 2% would result in movement in an adverse fair value in use of £57.3m, however, this would not result in impairment to the carrying value. Within the discounted cash flow model, the worst case growth prediction would result in an impairment to the carrying value of (£65.5m). Against an asset value of £239.1m this is not considered material by management. Management do not consider their worse case model to be a feasible outcome. Management have assessed that the terminal growth rate would need to fall to below zero% for an impairment to arise. Given global inflation remains positive management do not consider that this outcome is feasible. A change in FX rates of -5% would result in movement in an adverse fair value in use of £14.2m, however, this does not result in impairment to the carrying value.
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
There were no factors that may affect future tax charges.
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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PURE FISHING (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors regard
Pure Fishing Inc. regards
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