Registered number: 11704833
31 DECEMBER 2024
SP PURE FISHING UK BUYER LIMITED
COMPANY INFORMATION
SP PURE FISHING UK BUYER LIMITED
CONTENTS
SP PURE FISHING UK BUYER 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 has not traded during the period and is not expected to trade in future years. The profit before tax figure is solely comprised of interest expense and foreign exchange gains/losses arising from balances with other group companies.
Current and future investment opportunities are continually being reviewed and assessed and the Company fully expects this to be its main focus in the future.
The Company's key financial and other performance indicators during the period were as follows:
Current and future investment opportunities are continually being reviewed and assessed and the Company fully expects this to be its main focus in the future.
The Company's key financial and other performance indicators during the period were as follows:
The main risks and uncertainties facing the Company and its investment portfolio would have to be categorised as follows:
∙Any further unpredicted general economic downturn.
∙Severe and unseasonable weather in any prime selling seasons for fishing, as sales are always weather dependent.
∙The unpredictability of cost increases from China which has started to creep into the equation.
∙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.
The Company's investment portfolio has principal financial instruments comprising cash and loans due to and from fellow group undertakings. The main purpose of these financial instruments is to raise finance for the investment portfolios operations. The investment portfolio has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations.
It is, and has been throughout the period under review, the Company's policy that no trading (e.g. derivatives) in financial instruments shall be undertaken. The main risks arising from the investment portfolios financial instruments are foreign exchange risk, credit risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.
Foreign exchange risk
The Company is exposed through its investments to foreign exchange risk on its products and on amounts due to and from fellow group undertakings. The Company monitors its exposure in its investments to foreign exchange risk on an ongoing basis.
It is, and has been throughout the period under review, the Company's policy that no trading (e.g. derivatives) in financial instruments shall be undertaken. The main risks arising from the investment portfolios financial instruments are foreign exchange risk, credit risk and liquidity risk. The board reviews and agrees policies for managing each of these risks and they are summarised below.
Foreign exchange risk
The Company is exposed through its investments to foreign exchange risk on its products and on amounts due to and from fellow group undertakings. The Company monitors its exposure in its investments to foreign exchange risk on an ongoing basis.
Page 1
SP PURE FISHING UK BUYER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Credit risk
The Company investments trade 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. Given the debt of the Company is via instruments with a fixed rate of interest not linked to "base" or "LIBOR" there is no wider liquidity risk linked to interest rate fluctuations.
Price Risk
The wider Group does not directly manufacture or purchase product and therefore does not have a direct exposure to commodity price changes. However, its investments do have exposure to fluctuating purchase prices and where this occurs the wider Group will set selling prices accordingly to mitigate this effect.
The Company investments trade 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. Given the debt of the Company is via instruments with a fixed rate of interest not linked to "base" or "LIBOR" there is no wider liquidity risk linked to interest rate fluctuations.
Price Risk
The wider Group does not directly manufacture or purchase product and therefore does not have a direct exposure to commodity price changes. However, its investments do have exposure to fluctuating purchase prices and where this occurs the wider Group will set selling prices accordingly to mitigate this effect.
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 this report.
The company's key stakeholders include but are not limited to:
• Companies in the same group
• Funders
During the period 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 in 2024 and retain cash for investment. The expectation is that dividends will be payable in future years.
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 through its investment in subsidiaries also engaged with internal and external customers to ensure a positive customer experience and to ensure the new product development was in line with market trends. We continue to forge close working relationships with our suppliers to bring our products to the market in an efficient manner to meet the needs of our end users. New product design systems are now in place to increase the speed and volume of new products to market in future years, to provide growth for the business.
The company takes payment practices to suppliers seriously and seeks to ensure prompt payment of invoices in line with agreed terms with swift resolution to disputes. This is seen as key to facilitating good relationships with suppliers and is evidenced on our ability to bring new products to the market in reducing timescales.
The company's key stakeholders include but are not limited to:
• Companies in the same group
• Funders
During the period 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 in 2024 and retain cash for investment. The expectation is that dividends will be payable in future years.
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 through its investment in subsidiaries also engaged with internal and external customers to ensure a positive customer experience and to ensure the new product development was in line with market trends. We continue to forge close working relationships with our suppliers to bring our products to the market in an efficient manner to meet the needs of our end users. New product design systems are now in place to increase the speed and volume of new products to market in future years, to provide growth for the business.
The company takes payment practices to suppliers seriously and seeks to ensure prompt payment of invoices in line with agreed terms with swift resolution to disputes. This is seen as key to facilitating good relationships with suppliers and is evidenced on our ability to bring new products to the market in reducing timescales.
Page 2
SP PURE FISHING UK BUYER LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Whilst not trading, the business is mindful of the impact of its investments on the environment and supports sustainable fishing practices in the markets in which it operates and participates actively in many local organisations. We are active members of European Fishing Tackle Trade Association who work to promote and protect sportfishing activities and the environment.
This report was approved by the board and signed on its behalf.
Page 3
SP PURE FISHING UK BUYER 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.
Pure Fishing Spirit UK Limited is also a UK investment holding company within the Pure Fishing Group.
The Company has not traded during the period and is not expected to trade in future years. The loss before tax figure is solely comprised of interest income and expense and foreign exchange gains/losses arising from balances with other group companies.
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 loss for the year, after taxation, amounted to £5,921k (2023:loss £22,168k).
The Directors do not recommend the payment of a final dividend for 2024 (2023: £Nil).
Page 4
SP PURE FISHING UK BUYER LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors who served during the year were:
D J Styles (appointed 2 January 2024, resigned 2 January 2024)
The future developments of the business are covered in the strategic report.
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 auditor 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.
Page 5
SP PURE FISHING UK BUYER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SP PURE FISHING UK BUYER LIMITED
We have audited the financial statements of SP Pure Fishing UK Buyer Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Auditor's Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Page 6
SP PURE FISHING UK BUYER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SP PURE FISHING UK BUYER 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.
Page 7
SP PURE FISHING UK BUYER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SP PURE FISHING UK BUYER 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 Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙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.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included but were not limited too:
∙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
Page 8
SP PURE FISHING UK BUYER LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SP PURE FISHING UK BUYER LIMITED (CONTINUED)
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 Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
Newcastle upon Tyne
Page 9
SP PURE FISHING UK BUYER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 10
SP PURE FISHING UK BUYER LIMITED
REGISTERED NUMBER: 11704833
BALANCE SHEET
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 24 form part of these financial statements.
Page 11
SP PURE FISHING UK BUYER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 12
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The Company is an investment holding company within the Pure Fishing Group.
The Company is a private company, limited by shares and incorporated and registered in England, United Kingdom. The address of its 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.
The Company is a private company, limited by shares and incorporated and registered in England, United Kingdom. The address of its 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 following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of SP PF Cayman Holdings I LP as at 31 December 2024 and these financial statements may be obtained from Companies House in accordance with the provisions of the Companies Act 2006.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The consolidated financial statements of SP PF Cayman Holdings I LP are filed at Companies House in accordance with the provisions of the Companies Act 2006.
Page 13
SP PURE FISHING UK BUYER 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 concept 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. The directors expect the Company to remain a non-trading entity for the foreseeable future.
Functional and presentation currency
Transactions and balances
Investments in Subsidiaries are assessed for impairment on an annual basis by comparing
recoverable amounts to carrying value. Where recoverable amount is less than the carrying value an
impairment charge is recognised. Recoverable amount is the higher of net realisable value or fair
value in use. Net realisable value, where available, is derived from publicly available market data.
Fair value in use is determined by the calculation of the net present value of future cash flows.
Page 14
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Page 15
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Page 16
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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 2.8), 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 £48.4m, however does not result in impairment to the carrying value. The WACC would have to increase to 12.7% 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 £63.0m, 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 (£64.7m). Against an asset value of £231.2m 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 £19.7m, however, this does not result in impairment to the carrying value.
Page 17
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 18
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
9.Taxation (continued)
There were no factors that may affect future tax charges.
Page 19
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Page 20
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 21
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Subsidiary undertakings (continued)
Page 22
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Page 23
SP PURE FISHING UK BUYER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Share premium account
Merger Reserve
The assets and liabilities of 100% owned subsidiary, Pure Fishing Spirit Holdings Limited, were transferred to SP Pure Fishing UK Buyer Limited upon voluntary liquidation. A difference arising between the net assets of the subsidiary versus the value of the investment in the subsidiary has resulted in a merger reserve.
Profit and loss account
The immediate parent undertaking is SP Pure Fishing UK Limited (100% holding).
The directors regardPure Fishing Inc. as the ultimate parent company as this company ultimately governs the financial and operating policies of all Pure Fishing Group entities.
Pure Fishing Inc. regardsSP PF Cayman Aggregator LP as its ultimate controlling party and consolidated financial statements for the Pure Fishing Group are prepared by SP PF Cayman Holdings I LP . The consolidated financial statements of SP PF Cayman Holdings I LP are filed at Companies House in accordance with the provisions of the Companies Act 2006.
The directors regard
Pure Fishing Inc. regards
Page 24