Year Ended
Registration number:
Ocean Fish (Wholesale) Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Statement of Comprehensive Income |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Ocean Fish (Wholesale) Limited
Company Information
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Directors |
L Genge JB Wallace BA Rowland JM Goldthorpe |
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Registered office |
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Auditors |
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Ocean Fish (Wholesale) Limited
Strategic Report for the Year Ended 30 November 2025
The directors present their strategic report for the year ended 30 November 2025.
Principal activity
The principal activity of the company is the processing of fish for the onward sale and distribution to UK and Global markets.
Fair review of the business
Fish is sourced from South West auctions and direct boat landings, with the supply network also extending to a number of sustainable seafood partners around the world. The Company owns a fleet of fishing vessels which provides further access to raw material across certain seasons.
The Directors are pleased with the performance of the Company and remain excited by its growth potential. It has a strong balance sheet and is well funded with good cashflows from operating activities. The key performance indicator used by the Board is EBITDA which is assessed on a monthly basis against overall net debt levels to ensure the ongoing adherence to agreed banking covenants.
Overall turnover increased to £31.5m with Gross profit at 19% (2024 - 22%). The Directors believe that given its economies of scale and distribution network it is well placed to increase export market share as cephalopod stocks increase in South West waters. There is renewed optimism given recent Brexit renegotiations that costs associated with export will soften into 2027 which in turn will help support demand and volumes.
The Directors have continued to ensure that efficiency is achieved in the sourcing and production of all raw materials and that customers are offered best value and quality. The price of fish is an annual cost pressure which is adversely affected during periods of inconsistent supply, although with increased Group investments in the catching sector this will be mitigated to some extent. The Company is committed to supplying the best quality fish to its customers and working with industry bodies to continue to drive sustainability of the local fisheries.
Ocean Fish (Wholesale) Limited
Strategic Report for the Year Ended 30 November 2025
Principal risks and uncertainties
The Directors have regular board meetings and ensure that senior managers are made aware of key risks facing the business.
A range of robust internal controls are continually monitored and reported to ensure that an effective level of risk management exists. The principal risks facing the group are as follows:
1. Raw material inflation - The cost of fish is increasing year on year and never more so following global economic crisis and energy market inflation. Fish is a migratory species, and the cost can fluctuate significantly depending on availability. There is also evidence that climate change is potentially impacting water temperature which is affecting the supply of aquaculture products. The Company mitigates these risks by trying to influence sales patterns to optimise the supply of certain species at key points in the trading calendar and also forms long term strategic partnerships with its supply base to ensure that procurement channels are robust. This allows for a raw material purchasing efficiency to be balanced with the supply of a high-quality product that meets the required standards set by our customers.
2. Health and safety - It is important that we protect the health, safety and welfare of all our employees and contractors. Health and safety is very high on the agenda of the directors and is reported monthly to ensure Company standards and focus remains high. Management are provided with continual training to ensure that they continue to use best practice in the factory so that health and safety is never compromised.
3. Currency risk - The Company enters into transactions in sterling and foreign currencies. It is therefore exposed to foreign currency movements which can cause raw material inflation and subsequent losses. The Company uses a range of hedging techniques to mitigate these risks. Foreign sales are set at a budget rate which is reviewed periodically. This is to protect the business against spot market fluctuations between the point of invoice and remittance.
Prior to exchange into base currency, consideration is given to euro payment requirements to limit cost pressures for these purchases. Forward contracts and future options with varying maturity dates are used to ensure that foreign currency assets and liabilities are effectively managed in line with commercial targets.
4. Credit risk - The Company manages credit risk by using trade insurance, coupled with a strong control environment on debt collection and payment allocations. The aged debtor report is reviewed on a daily basis to ensure that any risks are identified early, allowing for payment plans to be established in the first instance.
5. Workforce - The Company values all employees and recognises the key contribution that every staff member play’s in delivering growth and fulfilling the potential of the business. The Company invests in staff training and development programmes to maximise employee retention and not compromise the supply chain. Directors continue to lobby government to ensure that our interests are fully considered in ongoing immigration policy decisions.
The Directors’ believe that the Company is well placed to manage its business risks and that the Company has adequate capacity to continue its operations for the foreseeable future. Accordingly, the Directors’ have continued to adopt the going concern basis in the preparation of these accounts.
Ocean Fish (Wholesale) Limited
Strategic Report for the Year Ended 30 November 2025
Approved and authorised by the
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Ocean Fish (Wholesale) Limited
Directors' Report for the Year Ended 30 November 2025
The directors present their report and the financial statements for the year ended 30 November 2025.
Directors of the company
The directors who held office during the year were as follows:
The following director was appointed after the year end:
On 25 November 2025, Ocean Fish Group Limited was acquired by Fortuna Limited. See note 25 for more information.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved and authorised by the
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Ocean Fish (Wholesale) Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Ocean Fish (Wholesale) Limited
Independent Auditor's Report to the Members of Ocean Fish (Wholesale) Limited
Opinion
We have audited the financial statements of Ocean Fish (Wholesale) Limited (the 'company') for the year ended 30 November 2025, which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 30 November 2025 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Ocean Fish (Wholesale) Limited
Independent Auditor's Report to the Members of Ocean Fish (Wholesale) Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the financial statements are not in agreement with the accounting records and returns; or |
• | certain disclosures of directors' remuneration specified by law are not made; or |
• | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor Responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Ocean Fish (Wholesale) Limited
Independent Auditor's Report to the Members of Ocean Fish (Wholesale) Limited
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the group and management.
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our commercial and sector experience and through discussions with the directors and other management. We discussed with the directors and other management the policies and procedures regarding compliance throughout the audit and have reviewed board minutes and any relevant correspondence with regulator bodies. We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements. This was all clearly communicated, and our team remained alert to any indications of non-compliance throughout the audit.
The company is subject to laws and regulations that directly affect the financial statements, including: the Companies Act 2006; the Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'; and UK tax legislation.
The company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on the amounts or disclosures in the financial statements, including: General Data Protection Regulation (“GDPR”); health and safety regulations; employment laws; the Fisheries Act 2020; and the Merchant Shipping Act 1995; and Food Standard Agency regulations. Non-compliance could have a material effect through the imposition of fines, litigation or the loss of licences to operate.
Based on our understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures included: Enquiries of management regarding their knowledge of any non-compliance with laws and regulations; Reviewing board meeting minutes; Reviewing legal and professional costs; Searching the Information Commissioner’s Office website and enquiries with the group’s compliance officer; Reviewing filings made at Companies House; Reviewing estimates and judgments made in the accounts for any indication of management bias; and Auditing the risk of management override of controls, including testing journal entries; and Audited income with a multifaceted approach to assess whether income was complete, accurate and recognised in the correct period. We also assessed whether there was any evidence of fraud in revenue recognition.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Ocean Fish (Wholesale) Limited
Independent Auditor's Report to the Members of Ocean Fish (Wholesale) Limited
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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Melville Building East
Unit 18, 23 Royal William Yard
Devon
PL1 3GW
Ocean Fish (Wholesale) Limited
Profit and Loss Account
Year Ended 30 November 2025
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Note |
2025 |
2024 |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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|
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Administrative expenses (excluding depreciation and amortisation) |
( |
( |
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Other operating income |
- |
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EBITDA |
946,927 |
620,878 |
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Depreciation and amortisation |
(560,550) |
(569,809) |
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Operating profit |
386,377 |
51,069 |
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Other interest receivable and similar income |
- |
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Interest payable and similar expenses |
(441,010) |
(535,113) |
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Loss before tax |
( |
( |
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Tax on loss |
( |
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|
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Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
Ocean Fish (Wholesale) Limited
Statement of Comprehensive Income
Year Ended 30 November 2025
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2025 |
2024 |
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Loss for the year |
( |
( |
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Revaluation of fixed assets |
27,774 |
- |
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Total comprehensive income for the year |
( |
( |
Ocean Fish (Wholesale) Limited
Balance Sheet
30 November 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investments |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
100 |
100 |
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Revaluation reserve |
185,051 |
205,631 |
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Profit and loss account |
6,894,509 |
6,906,552 |
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Shareholders' funds |
7,079,660 |
7,112,283 |
Approved and authorised by the
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Company Registration Number: 01478179
Ocean Fish (Wholesale) Limited
Statement of Changes in Equity
Year Ended 30 November 2025
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Share capital |
Revaluation reserve |
Profit and loss account |
Total |
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At 1 December 2024 |
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Loss for the year |
- |
- |
( |
( |
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Other comprehensive income |
- |
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- |
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Total comprehensive income |
- |
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( |
( |
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Transfers |
- |
(48,354) |
48,354 |
- |
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At 30 November 2025 |
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Share capital |
Revaluation reserve |
Profit and loss account |
Total |
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At 1 December 2023 |
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Loss for the year |
- |
- |
( |
( |
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At 30 November 2024 |
100 |
205,631 |
6,906,552 |
7,112,283 |
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Summary of disclosure exemptions
FRS102 grants a qualifying entity exemptions from the full requirements of FRS102. The following exemptions have been taken in these financial statements as the company is deemed to be a qualifying entity:
The company has taken advantage of the exemption, under FRS102 paragraph 1.12(b), from preparing a Statement of Cash Flows, on the basis that it is a qualifying entity and its smallest parent company, Ocean Fish Group Limited, includes the company's cash flows in its own consolidated financial statements.
Group accounts not prepared
The company is exempt under section 401 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its smallest parent company, Ocean Fish Group Limited, a company incorporated in England
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Going concern
The Directors have considered the ongoing effect of cost of living, the USA-Iran conflict in the Middle East and supply chain disruption and anticipates an ability to continue trading successfully. The Company is well diversified across its sales and supply channels and has successfully weathered the challenges that previous geo-political events, such as Brexit, posed. The Directors continue to explore opportunities across the sector and monitor developments in a rapidly changing business environment.
The Directors have reviewed the Company's current stock holdings, working capital and future trading ability, and as a result anticipate that the business will be able to continue successfully. Therefore, the Directors consider it appropriate for the financial statements to be prepared on a going concern basis.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements in conformity with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are set out below:
i. Valuation of fishing licences
The fair value of fishing licences are based on valuations carried out by expert valuers. They contain assumptions on the values of kilowatt and gross tonnage units.
ii. Impairment of tangible and intangible assets
At each reporting date, management reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.
iii. Depreciation period for fixed assets
Depreciation is estimated, based upon the estimated useful economic life and residual value of assets.
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 and after eliminating sales within the company.
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
and specific criteria have been met for each of the company's activities.
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
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:
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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Asset class |
Depreciation method and rate |
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Freehold Property |
2% Straight Line |
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Freehold Property Improvements |
10% Reducing Balance |
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Plant and Equipment |
4% and 7% Straight Line |
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Motor Vehicles |
25% Reducing Balance |
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Fixtures and Fittings |
15% Reducing Balance |
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Fishing Boats and Improvements |
Straight Line Over Useful Economic Life of Each Boat (11 - 31 Years) |
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Fish Boxes |
25% Straight Line |
Intangible assets
Fishing licenses are initially recognised at cost. After recognition, under the revaluation model, intangible assets shall be carried at a revalued amount, being its fair value at the date of revaluation less any subsequent accumulated amortisation and subsequent impairment losses - provided that the fair value can be determined by reference to an active market.
Revaluations are made with sufficient regularity to ensure that the carrying amount does not differ materially from that which would be determined using fair value at the end of the reporting date.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the average weighted cost 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.
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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.
Financial instruments
Classification
• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
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Turnover |
The analysis of the company's Turnover for the year from continuing operations is as follows:
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2025 |
2024 |
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Sale of goods |
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The analysis of the company's Turnover for the year by market is as follows:
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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2025 |
2024 |
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UK |
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Europe |
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Rest of world |
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Other operating income |
The analysis of the company's other operating income for the year is as follows:
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2025 |
2024 |
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Government grants |
- |
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Miscellaneous other operating income |
- |
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- |
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Operating profit |
Arrived at after charging/(crediting)
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2025 |
2024 |
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Depreciation expense |
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Profit on disposal of property, plant and equipment |
( |
( |
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Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
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2025 |
2024 |
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Wages and salaries |
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Social security costs |
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Pension costs, defined contribution scheme |
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|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
135,729 |
128,810 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under defined benefit pension scheme |
|
|
|
Auditor's remuneration |
|
2025 |
2024 |
|
|
Audit of the financial statements |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
- |
|
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Other finance costs |
|
|
|
|
|
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
2025 |
2024 |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2025 |
2024 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Tax increase from effect of capital allowances and depreciation |
|
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Tax increase arising from group relief |
- |
|
|
Total tax charge/(credit) |
|
( |
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Deferred tax
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
Losses and other deductions |
( |
|
|
|
2024 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
Losses and other deductions |
( |
|
|
|
Intangible assets |
|
Licenses and quota |
Development expenditure |
Total |
|
|
Cost or valuation |
|||
|
At 1 December 2024 |
|
|
|
|
Revaluations |
|
- |
|
|
Disposals |
( |
- |
( |
|
At 30 November 2025 |
|
|
|
|
Amortisation |
|||
|
At 1 December 2024 |
- |
- |
- |
|
At 30 November 2025 |
- |
- |
- |
|
Carrying amount |
|||
|
At 30 November 2025 |
|
|
|
|
At 30 November 2024 |
|
|
|
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Tangible assets |
|
Freehold land and buildings |
Property improvements |
Furniture, fittings and equipment |
Motor vehicles |
Plant and machinery |
Fishing boats and improvements |
Fish boxes |
Total |
|
|
Cost or valuation |
||||||||
|
At 1 December 2024 |
|
722,218 |
|
|
|
2,495,243 |
206,991 |
|
|
Additions |
- |
912 |
|
- |
|
32,724 |
7,200 |
|
|
Disposals |
- |
- |
- |
( |
- |
(354,904) |
- |
( |
|
At 30 November 2025 |
|
723,130 |
|
|
|
2,173,063 |
214,191 |
|
|
Depreciation |
||||||||
|
At 1 December 2024 |
|
298,120 |
|
|
|
1,394,271 |
167,768 |
|
|
Charge for the year |
|
39,043 |
|
|
|
134,129 |
14,874 |
|
|
Eliminated on disposal |
- |
- |
- |
( |
- |
(283,443) |
- |
( |
|
At 30 November 2025 |
|
337,163 |
|
|
|
1,244,957 |
182,642 |
|
|
Carrying amount |
||||||||
|
At 30 November 2025 |
|
385,967 |
|
|
|
928,106 |
31,549 |
|
|
At 30 November 2024 |
|
424,098 |
|
|
|
1,100,972 |
39,223 |
|
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Assets held under finance leases and hire purchase contracts
The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:
|
2025 |
2024 |
|
|
Motor vehicles |
225,184 |
327,351 |
|
Furniture, fittings and equipment |
33,292 |
- |
|
258,476 |
327,351 |
Included within the net book value of land and buildings above is £1,220,410 (2024 - £1,251,651) in respect of freehold land and buildings.
|
Investments |
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 December 2024 |
|
|
At 30 November 2025 |
|
|
Carrying amount |
|
|
At 30 November 2025 |
|
|
At 30 November 2024 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2025 |
2024 |
|||
|
Subsidiary undertakings |
||||
|
|
Unit 2a/2b Victoria Business Park, Roche, St Austell, England, PL26 8LX |
|
|
|
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Subsidiary undertakings |
|
Ocean Fish (Retail) Limited The principal activity of Ocean Fish (Retail) Limited is |
|
Stocks |
|
2025 |
2024 |
|
|
Finished goods and goods for resale |
|
|
|
Debtors |
|
2025 |
2024 |
|
|
Trade debtors |
|
|
|
Amounts owed by related parties |
|
|
|
Other debtors |
|
|
|
Prepayments and accrued income |
|
|
|
Tax recoverable |
|
|
|
|
|
The carrying amount of existing, and future, trade debtors pledged as security for an invoice discounting facility, included in trade creditors, amounted to £3,852,326 (2024 - £2,567,129).
|
Creditors |
|
Note |
2025 |
2024 |
|
|
Due within one year |
|||
|
Loans and borrowings |
|
|
|
|
Trade creditors |
|
|
|
|
Amounts due to group undertakings |
|
|
|
|
Social security and other taxes |
|
|
|
|
Other creditors |
|
|
|
|
Accruals |
|
|
|
|
|
|
||
|
Due after one year |
|||
|
Loans and borrowings |
|
|
|
|
Deferred income |
|
|
|
|
|
|
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Loans and borrowings |
Current loans and borrowings
|
2025 |
2024 |
|
|
Bank borrowings |
|
|
|
Bank overdrafts |
|
- |
|
Hire purchase contracts |
|
|
|
|
|
|
Non-current loans and borrowings
|
2025 |
2024 |
|
|
Bank borrowings |
|
|
|
Hire purchase contracts |
|
|
|
|
|
|
Bank borrowings
|
Bank borrowings are secured by first legal charges over the company's freehold property; fixed charges over book and other debts, chattels, goodwill, uncalled capital, both present and future; and over intellectual property; and floating charges over all assets, both present and future. |
Hire purchases contracts are secured against the assets to which they relate.
Included in the loans and borrowings are the following amounts due after more than five years:
|
2025 |
2024 |
|
|
After more than five years by instalments |
|
|
|
- |
- |
|
Obligations under leases and hire purchase contracts |
Finance leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Operating leases
The total of future minimum lease payments is as follows:
|
2025 |
2024 |
|
|
Not later than one year |
|
|
|
Later than one year and not later than five years |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Provisions for liabilities |
|
Deferred tax |
|
|
At 1 December 2024 |
|
|
Increase (decrease) in existing provisions |
|
|
At 30 November 2025 |
|
|
|
|
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
100 |
|
100 |
|
Contingent liabilities |
There is an unlimited multilateral guarantee between the company and the following companies within the group: Ocean Fish Group Limited; Ocean Fish (Retail) Limited; Ocean Fleet (SW) Ltd; and W. Stevenson & Sons Limited. The maximum full potential liability at year end is £4,446,620 (2024 - £4,523,059).
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £
|
Related party transactions |
The company has taken advantage of the exemption in FRS 102 "Related Party Disclosures" from
disclosing transactions with wholly owned members of the group.
|
Transactions with directors |
|
2025 |
At 1 December 2024 |
Advances to director |
Repayments by director |
At 30 November 2025 |
|
Director 1 |
||||
|
Interest free, unsecured and repayable on demand loan account |
|
|
( |
- |
|
Director 2 |
||||
|
Interest free, unsecured and repayable on demand loan account |
|
|
( |
- |
|
Director 3 |
||||
|
Interest free, unsecured and repayable on demand loan account |
- |
|
( |
- |
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
2024 |
At 1 December 2023 |
Advances to director |
Repayments by director |
At 30 November 2024 |
|
Director 1 |
||||
|
Interest free, unsecured and repayable on demand loan account |
|
|
( |
|
|
Director 2 |
||||
|
Interest free, unsecured and repayable on demand loan account |
|
|
( |
|
|
Director 3 |
||||
|
Interest free, unsecured and repayable on demand loan account |
|
|
( |
- |
Summary of transactions with subsidiaries
Summary of transactions with associates
Summary of transactions with other related parties
Income and receivables from related parties
|
2025 |
Subsidiaries |
Other related parties |
|
Sale of goods |
|
|
|
Amounts receivable from related party |
|
|
|
|
||
|
2024 |
Subsidiaries |
Associates |
Other related parties |
|
Sale of goods |
|
- |
|
|
Amounts receivable from related party |
- |
|
|
|
|
|||
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Expenditure with and payables to related parties
|
2025 |
Subsidiary |
Other related parties |
|
Purchase of goods |
|
- |
|
Rendering of services |
- |
|
|
Amounts payable to related party |
|
|
|
|
||
|
2024 |
Subsidiary |
Associates |
Other related parties |
|
Purchase of goods |
|
- |
- |
|
Rendering of services |
- |
|
|
|
Amounts payable to related party |
|
- |
- |
|
|
|||
Loans from related parties
|
2025 |
Other related parties |
|
At start of period |
|
|
Repaid |
( |
|
At end of period |
- |
|
|
|
|
2024 |
Other related parties |
|
At start of period |
|
|
Repaid |
( |
|
At end of period |
|
|
|
|
Terms of loans from related parties
Ocean Fish (Wholesale) Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent is
The most senior parent entity producing publicly available financial statements is
The ultimate controlling party is
The smallest parent entity producing publicly available consolidated financial statements is Ocean Fish Group Limited. The address of Ocean Fish Group Limited is 2a/2b Victoria Business Park, Roche, Cornwall, United Kingdom, PL26 8LX.
The largest group in which these financial statements are consolidated is Fortuna Ltd. The address of Fortuna Ltd is 10 Boxer Bridge, Stanley, The Falkland Islands.