Registration number:
Coombefish Holdings Ltd
for the Year Ended 31 December 2024
Coombefish Holdings Ltd
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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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Coombefish Holdings Ltd
Company Information
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Directors |
A D J Spear R A C Spear |
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Registered office |
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Auditors |
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Coombefish Holdings Ltd
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is the catching and shellfish and fish processing for sale and distribution within UK, Europe and South East Asia.
Fair review of the business
Fish is primarily sourced through South West markets and direct landings from local vessels, strengthened by close relationships with trusted suppliers committed to sustainable practices. The Group’s ownership of a diverse fleet of fishing vessels provides additional security of supply and access to premium raw material.
With the prior period covering 15 months, comparisons are not exact; on a like-for-like 12-month basis, turnover was around 10% lower and profitability moved into a modest loss. Despite these headwinds, the Group has remained resilient, maintaining strong customer relationships and operational capacity. The Directors are confident that the foundations are in place to deliver improved performance and a return to sustainable profitability, supported by the Group’s strong balance sheet, capable fleet, and secure supply base.
The acquisition of a further vessel was agreed in December 2024 and the purchase was completed in early January 2025. Alongside this addition, the Group commenced the consolidation of its wholly-owned fleet within the renamed Coombefish Fleet Management Ltd, aligning investment with a more structured approach to fleet management.
Coombe Fisheries Limited operates within a highly competitive marketplace where underlying direct costs have continued to rise, placing continued pressure on gross margins. While the utilisation of overseas labour supported higher levels of throughput, the associated recruitment also weighed on overall earnings compared with the prior year.
The Group remains focused on enhancing efficiency across its operations. While the nature of our products requires significant manual input, opportunities for process improvement and selective automation are continually assessed to support productivity. In parallel, careful sourcing and disciplined production methods ensure customers benefit from seafood that is of consistent reliability and value. Although raw material costs fluctuate with supply conditions, ongoing investment in the catching sector provides greater stability of supply. The Group also works closely with sector organisations and regulatory partners to promote the long-term sustainability of local fisheries, reinforcing both the strength of our offer and the resilience of our supply chain.
Coombefish Holdings Ltd
Strategic Report for the Year Ended 31 December 2024
Principal risks and uncertainties
The supply of raw materials has become increasingly challenging for the Group, as it has for the industry as a whole. To address this, investment has been made in the catching sector, providing more consistent and reliable supply, and the Group will continue to seek opportunities for further investment of this type.
Recruitment of labour, particularly within processing operations, remains a challenge. While the use of overseas workers has supported throughput, the associated recruitment and integration costs create additional pressures. The Group continues to monitor this closely while exploring longer-term workforce solutions.
The health, safety and welfare of our employees is of paramount importance. Standards are continually reviewed, and investment in training and facilities ensures that safe working practices are maintained across all operations.
As the Group derives the majority of its turnover from export sales, it remains exposed to exchange rate movements, which are managed through appropriate treasury controls.
The Group is also mindful of the longer-term impact of environmental and regulatory changes and continues to work with partners across the sector to support sustainable fishing practices.
In light of the continuing economic challenges, the Directors have reviewed projections and budgets for the next twelve months. On the basis that the Group has strong supply chains, excellent customer relationships and plentiful capital resources available, the Directors remain very confident that the Group is a going concern and is able to continue trading for the foreseeable future.
Approved and authorised by the
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Coombefish Holdings Ltd
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the group
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The Group's operations expose it to a variety of financial risks that include the effects of changes in market prices, credit risk, liquidity risk, interest rate risk and foreign exchange rate risk. The Group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Group.
Price risk, credit risk, liquidity risk and cash flow risk
Price risk
The Group is exposed to commodity price risk as a result of its operations. However, given the size of the Group's operations, the cost of managing exposure to commodity price risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.
Credit risk
The Group has a continued policy that requires appropriate credit checks on potential customers before sales are made. Management have made the decision to further reduce the risk by taking out insurance cover against specific customer debts.
Liquidity risk
The Group maintains facilities that are designed to ensure the Group has sufficient funds for operations and planned expenses.
Cashflow risk
The Group has interest bearing liabilities and foreign currency transactions. The Group has a policy of maintaining debt at a fixed rate where appropriate to ensure certainty of future interest cash flows. However, given the size of the Group's operations, the cost of managing exposure to foreign exchange rate risk exceed any potential benefits. The directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.
Future developments
The directors aim to maintain the management policies going forward. They consider the next year will show further growth in sales from continuing operations.
Coombefish Holdings Ltd
Directors' Report for the Year Ended 31 December 2024
Disclosure of information to the auditor
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 group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Approved by the
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Coombefish Holdings Ltd
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 group and the company and of the profit or loss of the group 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 UK 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Coombefish Holdings Ltd
Independent Auditor's Report to the Members of Coombefish Holdings Ltd
Opinion
We have audited the financial statements of Coombefish Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the 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.
Coombefish Holdings Ltd
Independent Auditor's Report to the Members of Coombefish Holdings Ltd
We have nothing to report in this regard.
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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. |
Other matters
The consolidated financial statements of Coombefish Holdings Ltd including the parent company's figures for the period ended 31 December 2023 were not audited. Accordingly, the corresponding figures for the period ended 31 December 2023 were unaudited.
The financial statements of the group entity Coombe Fisheries Limited for the year ended 31 December 2023 were audited by Milsted Langdon LLP who expressed an unmodified opinion on those statements on 6 August 2024.
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.
Coombefish Holdings Ltd
Independent Auditor's Report to the Members of Coombefish Holdings Ltd
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
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obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework; |
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inquired of management, and those charged with governance, about their own identification and assessment of the risks or irregularities, including known and actual, suspected or alleged instances of fraud; |
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discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. |
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undertook a review of manual journals processed in the accounting system, applying professional scepticism to ensure they are in line with our expectations and that they are not unusual in the normal course of business. |
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Statutory Auditor
Winchester House
Deane Gate Avenue
Somerset
TA1 2UH
Coombefish Holdings Ltd
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
Unaudited Period |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
|
|
|
|
Distribution costs |
( |
( |
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
|
|
|
Operating (loss)/profit |
( |
|
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(311,401) |
(387,172) |
||
|
Share of (loss)/profit of equity accounted investees |
( |
|
|
|
(Loss)/profit before tax |
( |
|
|
|
Tax on (loss)/profit |
|
( |
|
|
(Loss)/profit for the financial year |
( |
|
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
|
Coombefish Holdings Ltd
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
Unaudited Period |
|
|
(Loss)/profit for the year |
( |
|
|
Unrealised (loss)/gain on cash flow hedges |
( |
|
|
Total comprehensive income for the year |
( |
|
|
Total comprehensive income attributable to: |
||
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Owners of the company |
( |
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Coombefish Holdings Ltd
(Registration number: 09689753)
Consolidated Balance Sheet as at 31 December 2024
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Note |
2024 |
Unaudited |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
Other financial assets |
5,000 |
5,000 |
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Other reserves |
( |
( |
|
|
Profit and loss account |
|
|
|
|
Equity attributable to owners of the company |
|
|
|
|
Total equity |
|
|
Approved and authorised by the
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Coombefish Holdings Ltd
(Registration number: 09689753)
Balance Sheet as at 31 December 2024
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Note |
2024 |
Unaudited |
|
|
Fixed assets |
|||
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Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets |
|
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
|
|
|
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Total equity |
|
|
The company made a profit after tax for the financial year of £93,436 (2023 - profit of £955,279).
Approved and authorised by the
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Coombefish Holdings Ltd
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Capital redemption reserve |
Merger reserve |
Retained earnings |
Total |
Total equity |
|
|
At 1 January 2024 |
|
|
( |
|
|
|
|
Loss for the year |
- |
- |
- |
( |
( |
( |
|
Other comprehensive income |
- |
- |
- |
( |
( |
( |
|
Total comprehensive income |
- |
- |
- |
( |
( |
( |
|
Dividends |
- |
- |
- |
( |
( |
( |
|
At 31 December 2024 |
|
|
( |
|
|
|
|
Share capital |
Capital redemption reserve |
Merger reserve |
Retained earnings |
Total |
Total equity |
|
|
At 1 September 2022 |
|
|
( |
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
|
Other comprehensive income |
- |
- |
- |
|
|
|
|
Total comprehensive income |
- |
- |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
( |
|
New share capital subscribed |
|
- |
- |
- |
|
|
|
Purchase of own share capital |
(58) |
- |
- |
(542,611) |
(542,669) |
(542,669) |
|
Other capital redemption reserve movements |
- |
58 |
- |
- |
58 |
58 |
|
At 31 December 2023 |
2,065,118 |
64 |
(2,081,555) |
4,731,726 |
4,715,353 |
4,715,353 |
Coombefish Holdings Ltd
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Capital redemption reserve |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
|
|
|
Profit for the year |
- |
- |
|
|
|
Other comprehensive income |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
Share capital |
Capital redemption reserve |
Retained earnings |
Total |
|
|
At 1 September 2022 |
|
- |
|
|
|
Profit for the year |
- |
- |
|
|
|
Other comprehensive income |
- |
- |
|
|
|
Total comprehensive income |
- |
- |
|
|
|
Dividends |
- |
- |
( |
( |
|
New share capital subscribed |
|
- |
- |
|
|
Purchase of own share capital |
(58) |
- |
(542,611) |
(542,669) |
|
Other capital redemption reserve movements |
- |
58 |
- |
58 |
|
At 31 December 2023 |
2,065,118 |
58 |
417,091 |
2,482,267 |
Coombefish Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
Unaudited Period |
|
|
Cash flows from operating activities |
|||
|
(Loss)/profit for the year |
( |
|
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Financial instrument net gains (losses) through profit and loss |
( |
|
|
|
Loss on disposal of tangible assets |
|
|
|
|
Profit on disposal of intangible assets |
- |
( |
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
Increase in stocks |
( |
( |
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Increase/(decrease) in trade creditors |
|
( |
|
|
Increase in deferred income, including government grants |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
|
|
|
|
Acquisition of subsidiary |
- |
( |
|
|
Acquisition of investments in joint ventures and associates |
|
( |
|
|
Net cash flows from investing activities |
( |
( |
|
Coombefish Holdings Ltd
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
Unaudited Period |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Payments for purchase of own shares |
- |
( |
|
|
Proceeds from bank borrowing draw downs |
( |
( |
|
|
Amounts paid on aquisition of shares |
- |
( |
|
|
Proceeds from other borrowing draw downs |
( |
|
|
|
Payments to finance lease creditors |
|
( |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net decrease in cash and cash equivalents |
( |
( |
|
|
Cash and cash equivalents at 1 January |
( |
( |
|
|
Cash and cash equivalents at 31 December |
(3,270,051) |
(3,053,114) |
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 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:
United Kingdom
These financial statements were authorised for issue by the
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Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
The directors consider that the financial statements present fairly the entity's financial position as at the 31st December 2024, and its financial performance and cash flows for the year there ended, in accordance with the above Financial Standard.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
The financial statements are prepared in sterling, which is the functional currency of the company, and rounded to the nearest £.
Summary of 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.
Departure from requirements of FRS 102
In accordance with paragraph 3.4 of FRS 102, management have concluded that in order to give a true and fair view of the financial position of the group, a true and fair view override is required in the |
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Summary of disclosure exemptions
Coombefish Holdings Ltd has taken exemption from presenting its unconsolidated profit and loss account under section 408 of the Companies Act 2006.
The company is a qualifying entity for the purposes of FRS102 and has taken the exemption available from presenting the parent company cash flow under FRS102 paragraph 1.12(B).
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
The consolidated financial statements include the results of Coombefish Holdings Ltd and its subsidiares listed in Note 15.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method or merger method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of joint ventures by the group, whereby the group's share of the joint ventures profit or loss is recognised in the profit and loss account and as a revaluation on the group's investment.
Under the purchase method, the cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Under the merger method, the difference, if any, between the nominal value of the shares issued plus the value of any other consideration given, and the nominal value of the shares recieved in the exchange is shown as a movement on other reserves.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Group reconstruction
On 30 March 2023, a share acquisition took place to effect a group reconstruction of Coombefish Holdings Ltd. Under the group reconstruction, Coombefish Holdings Ltd acquired the entire issued share capital of Coombe Fisheries Limited.
The results of these transactions is a merger of all entities previously under common control with the same ultimate controlling party and the equity interests of the owners remaining the same.
The group reconstruction has been accounted for using merger accounting with the consolidated results and cash flows of the entities being included from the start of the financial period and all comparative information has been restated as if the group had always existed in its current form.
The directors consider that the group reconstruction met the requirements for merger accounting and in adopting this approach correctly disclosed the substance of the transaction. As such, true and fair override has been enacted in accordance with FRS 102 to presenting these financial statements using merger accounting.
Where merger accounting has been used, the acquired entities’ assets and liabilities are not adjusted to fair value so no new goodwill arises and the entities’ assets and liabilities are brought in at the amounts at which the entities recorded them in their books before the combination. Goodwill arose on the acquisition of the associated companies, whereby the cash consideration exceeded the net assets of the shareholdings.
The differences between the nominal value of the shares issued plus the fair value of any other consideration given and the nominal value of the shares received in exchange is shown as a movement in other reserves.
Any existing balances on share premium account of the new subsidiary are brought in against other reserves. These movements are shown in the statement of changes in equity.
Any merger expenses are not shown against other reserves but are charged to the combined entities’ profit and loss account in the consolidation.
Under merger accounting, the combined entities’ results and financial positions are shown in the consolidated financial statements as if they had always been combined and the comparative numbers in the consolidation reflect this. This presentation is considered appropriate and there has been no change in the substance of the shareholders investment.
The ultimate shareholders of the parent and its subsidiaries remains the same and their rights relative to each other are unchanged. No minority’s interest in the net assets of the group is altered by the transfer of shareholdings and reconstruction of the group.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Going concern
The directors have reviewed the supply chains, key customers and the capital resources available and consider that the group has adequate resources in place to continue trading for the foreseeable future. Therefore, these accounts have been prepared on a going concern basis.
Key sources of estimation uncertainty
In the application of the company's accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amounts 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, if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
Stock
The valuation of stock involves significant estimation and judgement. Key assumptions, including net realisable value and provisions for slow-moving stock, are reviewed and adjusted regularly. However, actual results may differ from these estimates under different conditions. The carrying amount is £3,967,180 (2023 -£3,947,078).
Useful economic lives of assets
The estimation of the useful lives of assets is a key area of uncertainty. The useful life of an asset is determined based on historical experience, industry standards, and expectations regarding future usage. These estimates and assumptions are reviewed regularly and adjusted as necessary. However, actual results may differ from these estimates under different assumptions or conditions. The carrying amount is £8,614,259 (2023 -£8,496,175).
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts. Turnover also includes dividends received from subsidiary companies.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Government grants
Grants are recognised in the financial statements when there is reasonable assurance that the entity
will comply with the conditions attached to them and the grants will be received. Grants become receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs shall be recognised in income in the period in which it becomes receivable.
Grants towards capital expenditure are initially recognised as deferred revenue and then released to
the profit and loss account over the expected useful life of the assets. Grants towards revenue
expenditure are released to the profit and loss account as the related expenditure is incurred.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are stated in the Balance Sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Freehold land |
Nil |
|
Freehold buildings |
2% and 5% straight line |
|
Short leasehold property |
5% straight line |
|
Plant & machinery |
5%-25% straight line & reducing balance |
|
Office equipment |
25% straight line & reducing balance |
|
Motor vehicles |
25% straight line & reducing balance |
|
Fixtures and fittings |
10% straight line |
|
Fishing vessels |
5% straight line |
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Business combinations
Business combinations are accounted for using the purchase method or merger accounting as appropriate. For the purchase method the consideration for each acquisition is measured at the aggregate of the fair values at acqusition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Intangible assets
Separately acquired licences are shown at historical cost.
Licences have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
10% straight line |
|
Fishing licences |
2% straight line |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
The company accounts for its investments in subsidiaries, jointly controlled entities and associates using the cost method in the company's individual financial statements. Under this method, investments are stated at cost less any provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.
Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
No shares in Coomefish Holdings Ltd are held by subsidiary undertakings.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
|
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
2024 |
Unaudited Period |
|
|
Sale of goods |
|
|
|
Other revenue |
|
|
|
|
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
The analysis of the group's Turnover for the year by market is as follows:
|
2024 |
Unaudited Period |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2024 |
Unaudited Period |
|
|
Miscellaneous other operating income |
|
|
|
Other gains and losses |
The analysis of the group's other gains and losses for the year is as follows:
|
2024 |
Unaudited Period |
|
|
Loss on disposal of Tangible assets |
( |
( |
|
Gain on disposal of intangible assets |
- |
|
|
(48,725) |
869,072 |
|
Operating (loss)/profit |
Arrived at after charging/(crediting):
|
2024 |
Unaudited Period |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses/(gains) |
|
( |
|
Operating lease expense - plant and machinery |
|
|
|
Operating lease expense - other |
- |
|
|
Loss on disposal of property, plant and equipment |
|
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Other interest receivable and similar income |
|
2024 |
Unaudited Period |
|
|
Interest income on bank deposits |
|
|
|
Other finance income |
|
|
|
|
|
|
Interest payable and similar expenses |
|
2024 |
Unaudited Period |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Foreign exchange losses |
( |
( |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
Unaudited Period |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Other employee expense |
|
|
|
|
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
Unaudited Period |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
Unaudited Period |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
29,410 |
25,476 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
Unaudited Period |
|
|
Accruing benefits under money purchase pension scheme |
|
|
|
Auditors' remuneration |
|
2024 |
Unaudited Period |
|
|
Audit of these financial statements |
8,000 |
- |
|
Audit of the financial statements of subsidiaries of the company pursuant to legislation |
19,000 |
18,000 |
|
|
|
|
|
Other fees to auditors |
||
|
All other assurance services |
|
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the income statement:
|
2024 |
Unaudited Period |
|
|
Current taxation |
||
|
UK corporation tax |
( |
|
|
UK corporation tax adjustment to prior periods |
- |
( |
|
(62,175) |
212,186 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Deferred tax adjustment relating to prior years |
( |
- |
|
Total deferred taxation |
|
|
|
Tax (receipt)/expense in the income statement |
( |
|
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
Unaudited Period |
|
|
(Loss)/profit before tax |
( |
|
|
Corporation tax at standard rate |
( |
|
|
Increase in UK and foreign current tax from adjustment for prior periods |
- |
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Tax increase from other short-term timing differences |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
( |
|
Other tax effects |
|
( |
|
Increase in other short term timing differences not recognised |
|
|
|
Total tax (credit)/charge |
( |
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
Liability |
|
Deferred tax |
- |
|
|
- |
|
|
Unaudited Period 2023 |
Asset |
Liability |
|
Deferred tax |
- |
|
|
- |
|
|
Intangible assets |
Group
|
Goodwill |
Licences |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
Licenses with a carrying amount of £890,094 (2023 - £907,151) are pledged as security for the group's bank loans.
On 30 March 2023, negative goodwill of £873,040 arose on the initial purchase of 30% of the share capital in Coombe Fisheries Limited. On the same day, there was a further purchase of the remaining 70% of the share capital. At this point the negative goodwill was disposed of, and the merger method of accounting was adopted.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Freehold land and buildings |
Fishing Vessels |
Furniture, fittings and equipment |
Plant and machinery |
Office equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
|
Additions |
|
- |
- |
|
|
|
|
|
Disposals |
( |
- |
( |
( |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
Depreciation |
|||||||
|
At 1 January 2024 |
|
|
|
|
|
|
|
|
Charge for the year |
|
|
|
|
|
|
|
|
Eliminated on disposal |
( |
- |
( |
( |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
Carrying amount |
|||||||
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
|
|
|
|
|
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Included within the net book value of land and buildings above is £2,790,054 (2023 - £2,857,899) in respect of freehold land and buildings.
Tangible fixed assets with a carrying value of £7,198,809 (2023 - £7,244,197) are pledged as security against the loans and borrowings of the group.
Company
|
Office equipment |
Motor vehicles |
Total |
|
|
Cost or valuation |
|||
|
At 1 January 2024 |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
- |
- |
- |
Tangible fixed assets with a carrying amount of £nil have been pledged as security for over the loans and borrowings of the company.
|
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Joint ventures |
||||
|
|
Grosvenor House
|
Equity shares |
|
|
|
England and Wales |
||||
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
North Devon Trawlers Limited is owed 50% by Coombefish Holdings Ltd and 50% by another company, therefore it is considered to be a joint venture. The year end for North Devon Trawlers Limited 31 August 2024.
For the year ending 31 December 2024 the following subsidiaries were entities to exemption from audit under section 479A of the Companies Act 2006 relating subsidiary companies:
Coombefish Fleet Management Ltd
Girl Rona Holdings Limited
Girl Rona Limited
|
Joint ventures |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Impairment of investments in subsidiaries |
( |
|
At 31 December 2024 |
|
Aggregate financial information of joint ventures
|
2024 |
Unaudited Period |
|
|
Group's share of profit or loss in joint ventures |
( |
|
Company
|
2024 |
Unaudited Period |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
Share of loss for the year |
( |
|
At 31 December 2024 |
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 100% of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
Coombe Fisheries England and Wales |
|
|
|
|
|
Coombe Fisheries England and Wales |
|
|
|
|
|
Coombe Fisheries England and Wales |
|
|
|
|
|
Coombe Fisheries England and Wales |
|
|
|
|
|
Coombe Fisheries England and Wales |
|
|
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Subsidiary undertakings |
|
Girl Rona Holdings Limited The principal activity of Girl Rona Holdings Limited is |
|
Girl Rona Limited The principal activity of Girl Rona Limited is |
|
Coombefish Fleet Management Ltd (formerly Mermaid Trawler Company Limited) The principal activity of Coombefish Fleet Management Ltd (formerly Mermaid Trawler Company Limited) is |
|
Coombe Fisheries Limited The principal activity of Coombe Fisheries Limited is |
|
WCS Fishing Limited The principal activity of WCS Fishing Limited is |
|
Other financial assets |
Group
|
Financial assets at cost less impairment |
Total |
|
|
Non-current financial assets |
||
|
Cost or valuation |
||
|
At 1 January 2024 |
5,000 |
5,000 |
|
At 31 December 2024 |
5,000 |
5,000 |
|
Impairment |
||
|
Carrying amount |
||
|
At 31 December 2024 |
|
5,000 |
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Stocks |
|
Group |
Company |
|||
|
2024 |
Unaudited Period |
2024 |
Unaudited Period |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Merchandise |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
Other inventories |
|
|
- |
- |
|
|
|
- |
- |
|
Group
The carrying amount of stocks pledged as security for liabilities amounted to £
|
Debtors |
|
Group |
Company |
||||
|
Current |
Note |
2024 |
Unaudited |
2024 |
Unaudited Period |
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
- |
- |
|
|
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Accrued income |
|
|
- |
- |
|
|
Income tax asset |
|
- |
- |
- |
|
|
|
|
|
|
||
Details of non-current trade and other debtors
Company
£Nil (2023 - £221,680) of loans is classified as non current.
Group
Debtors with a carrying value of £4,191,264 (2023 - £3,510,133) are pledged as security against the loans and borrowings of the group.
Company
Debtors with a carrying value of £679,990 (2023 - £1,051,248) are pledged as security against the loans and borrowings of the company.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
Unaudited Period |
2024 |
Unaudited Period |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
|
|
Short-term deposits |
|
|
- |
- |
|
|
|
|
|
|
|
Bank overdrafts |
( |
( |
- |
- |
|
Cash and cash equivalents in statement of cash flows |
(708,102) |
(997,446) |
2,229 |
12,600 |
Group
Amounts included in cash and cash equivalents with a carrying value of £8,711 (2023 - £15,021) have been pledged as security for the loans and borrowings of the group.
Company
Amounts included in cash and cash equivalents with a carrying value of £2,229 (2023 - £12,600) have been pledged as security for the loans and borrowings of the company
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
Unaudited Period |
2024 |
Unaudited Period |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
- |
|
|
Amounts due to related parties |
|
|
|
|
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
|
|
|
|
Accruals |
|
|
|
|
|
|
Corporation tax liability |
- |
150,917 |
- |
- |
|
|
Deferred income |
|
|
- |
|
|
|
|
|
|
|
||
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Group |
Company |
||||
|
Note |
2024 |
Unaudited Period |
2024 |
Unaudited Period |
|
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 January 2024 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 31 December 2024 |
|
|
|
|
||
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
Unaudited Period 2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
Ordinary shares of £0.01 each |
114,503,050 |
1,145,031 |
114,503,050 |
1,145,031 |
|
AA Ordinary shares of £0.01 each |
15,342,337 |
153,423 |
15,342,337 |
153,423 |
|
AB Ordinary shares of £0.01 each |
15,343,275 |
153,433 |
15,343,275 |
153,433 |
|
AC Ordinary shares of £0.01 each |
15,343,275 |
153,433 |
15,343,275 |
153,433 |
|
AD Ordinary shares of £0.01 each |
15,326,917 |
153,269 |
15,326,917 |
153,269 |
|
AE Ordinary shares of £0.01 each |
15,325,980 |
153,260 |
15,325,980 |
153,260 |
|
AF Ordinary shares of £0.01 each |
15,326,917 |
153,269 |
15,326,917 |
153,269 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
Ordinary shares have the following rights, preferences and restrictions: |
|
Reserves |
Group
Merger reserve
Arising on consolidation under merger accounting, this reserve represents the difference between the par value of shares issued and the shares received as well as the difference between the original 30% investment in Coombe Fisheries Limited and the book value of the assets acquired.
Capital redemption reserve
Arising on the buyback of shares, this reserve represents a non-distributable balance arising from share capital purchased from the shareholders. This therefore ensures the maintenance of the capital base of the company.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
Unaudited Period |
2024 |
Unaudited Period |
|
|
Bank borrowings |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
Unaudited Period |
2024 |
Unaudited Period |
|
|
Bank borrowings |
|
|
- |
- |
|
Bank overdrafts |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
Invoice financing |
|
|
- |
- |
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
Group
The loans and borrowings of the group are secured by a way of fixed and floating charges over the group's tangible and intangible assets owned now or in the future, as well as the group's book debts, stocks and cash.
Coombefish Fleet Management Ltd - £1,090,346
Coombe Fisheries Limited - £8,667,785
Bank borrowings
Bank loan 1 was refinanced from an existing loan on the 18th December 2024. The loan is denominated in GBP with an annual interest rate of 1.50% over base rate and the final instalment is due on the 18th January 2040. The carrying amount at the year end is £623,781 (2023 - £641,129). The repayment terms of this bank loan were monthly instalments of £4,366 including interest.
Bank loan 2 was refinanced from an existing loan on the 22nd November 2024. The loan is denominated in GBP with an annual interest rate of 1.50% over base rate and the final instalment is due on the 22nd December 2039. The carrying amount at the year end is £416,516 (2023 - £420,901). The repayment terms of this bank loan were monthly instalments of £3,729 including interest.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Bank loan 3 is denominated in GBP with a fixed annual interest rate of 5.00% and the final instalment is due on the 3rd May 2027. The carrying amount at the year end is £251,019 (2023 - £352,083). The repayment terms of this bank loan were monthly instalments of £8,333 including interest.
Bank loan 4 is denominated in GBP with an annual interest rate of 3.1% over base rate and the final instalment is due on the 5th June 2041. The carrying amount at the year end is £110,220 (2023 - £114,854). The repayment terms of this bank loan were monthly instalments of £743 including interest.
Bank loan 5 is denominated in GBP with an annual interest rate of 2.75% over base rate and the final instalment is due on the 5th June 2030. The carrying amount at the year end is £252,560 (2023 - £270,327). The repayment terms of this bank loan were monthly instalments of £3,090 including interest.
Bank loan 6 is denominated in GBP with an annual interest rate of 3.23% over base rate and the final instalment is due on the 5th June 2030. The carrying amount at the year end is £247,711 (2023 - £267,262). The repayment terms of this bank loan were monthly instalments of £2,314 including interest.
Bank loan 7 is denominated in GBP with a fixed annual interest rate of 3.26% and the final instalment is due on the 5th June 2025. The carrying amount at the year end is £14,548 (2023 - £42,939). The repayment terms of this bank loan were monthly instalments of £2,441 including interest.
Bank loan 8 is denominated in GBP with an annual interest rate of 3.26% over base rate and the final instalment is due on the 5th June 2025. The carrying amount at the year end is £15,264 (2023 - £44,049). The repayment terms of this bank loan were monthly instalments of £2,583 including interest.
Bank loan 9 was refinanced post year end in February 2025 from an existing loan. The loan is denominated in GBP with an annual interest rate of 3.50% over base rate and the final instalment is due on the 1st January 2025. The carrying amount at the year end is £271,016 (2023 - £299,585). The repayment terms of this bank loan were monthly instalments of £4,159 including interest.
The above bank loans are secured by a way of fixed and floating charges over the companies assets owned now or in the future.
Invoice financing
The invoice financing facilities are denominated in GBP, Euros and USD depending on the currency that the sales are invoiced in. A margin of 1.5% is payable on the invoice value and interest is charged on the amounts advanced at the bank's base rate in GBP and at the bank's cost of funds for advances in Euros and USD. The amounts advanced are repayable on demand. The carrying amount at the year end is £2,561,949 (2023 - £2,055,668).
The invoice financing facilities are secured by way of a fixed and floating charge over all the assets of the group.
Company
The loans and borrowings of the company are secured by a way of fixed and floating charges over the company's tangible and intangible assets owned now or in the future, as well as the company's book debts, and cash.
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
Unaudited Period |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
Later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Dividends |
Interim dividends paid
|
2024 |
2023 |
|||
|
Interim dividend of £ |
|
|
||
|
Interim dividend of £ |
|
|
||
|
Interim dividend of £ |
|
|
||
|
Interim dividend of £ |
|
|
||
|
Interim dividend of £Nil (2023 - £ |
- |
|
||
|
Interim dividend of £Nil (2023 - £ |
- |
|
||
|
Interim dividend of £Nil (2023 - £ |
- |
|
||
|
Interim dividend of £Nil (2023 - £ |
- |
|
||
|
|
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Analysis of changes in net debt |
Group
|
At 1 January 2024 |
Financing cash flows |
At 31 December 2024 |
|
|
Cash and cash equivalents |
|||
|
Cash |
15,021 |
(6,310) |
8,711 |
|
Invoice Discounting |
(3,068,135) |
(210,627) |
(3,278,762) |
|
(3,053,114) |
(216,937) |
(3,270,051) |
|
|
|
|||
|
( |
( |
( |
|
|
Related party transactions |
Group
Summary of transactions with key management
During the year, R A C Spear, a director of the company, had a loan with the company. The loan is interest free and repayable on demand. At the balance sheet date, the aggregate amount owed by the company was £42,433 (2023 - £40,810).
|
Transactions with directors |
|
2024 |
At 1 January 2024 |
Advances to director |
Repayments by director |
At 31 December 2024 |
|
R A C Spear |
||||
|
Directors loan account |
|
|
( |
|
|
2023 |
At 1 September 2022 |
Advances to director |
Repayments by director |
At 31 December 2023 |
|
R A C Spear |
||||
|
Directors loan account |
|
|
( |
|
Coombefish Holdings Ltd
Notes to the Financial Statements for the Year Ended 31 December 2024
Summary of transactions with other related parties
During the year ended 31 December 2023, I J Spear resigned as a director of the group. The consolidated amount owed to I J Spear at the year end date was £578,748.
Income and receivables from related parties
|
2024 |
Other related parties |
|
Sale of goods |
|
|
|
|
|
2023 |
Other related parties |
|
Sale of goods |
|
|
Amounts receivable from related party |
|
|
|
|
Company
Key management personnel
During the year, A D J Spear, a director of the company, maintained an interest free loan to the company. At the balance sheet date, the amount due to A D J Spear was £550,991 (2023 - £555,115).
During the year, R A C Spear, a director of the company, had a loan with the company. The loan is interest free and repayable on demand. At the balance sheet date, the aggregate amount owed by the company was £8,379 (2023 - £12,503).