Year Ended
Registration number:
Ocean Fish Group Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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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 |
Ocean Fish Group 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 Group Limited
Strategic Report
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 group is the catching, auctioning and 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 Group owns a substantial fleet of fishing vessels which provides further access to raw material.
The ongoing Directors are satisfied with the performance of the Group throughout what has been a challenging year with supply chain disruptions but remain excited by its long term growth potential.
Consolidated turnover has increased to £64.5m from £58.0m which is largely as a result of continued expansion into hospitality and food service markets. The Group has continued to strengthen its market share as a result of a strong and unrivalled consolidated supply chain as well as reputation for responsible global sourcing. Now forming part of the Fortuna Group following the successful majority sale towards the end of the financial year, the Ocean Fish brand is well established and internationally recognised and as such Directors believe that investments made over the past few years mean the Group is well placed to capitalise on opportunities for increased seafood consumption in chilled, frozen formats and value-added formats.
Overall Group EBITDA decreased to £1.45m (2024: £1.59m) which is largely as a result of a number of high value and non-repeat advisor costs associated with several strategic business transactions, including the majority sale to Fortuna Limited towards year end. Once adjusted for this and together with the short term supply chain issues identified within the retail business, the Group has delivered strong like-for-like earnings growth and maintains robust profitability projections.
The Board remain committed to investment in people and especially into the leadership team to ensure that it is well placed to grow and take advantage of development opportunities into the future. This has compounded upward pressure on overheads, although the long-term development potential of the Group is of paramount importance to Directors who recognise that investment in people is a key requirement to achieving success.
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 investments in the catching sector this is mitigated to some extent. The business 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 Group Limited
Strategic Report
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 on 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 Group 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 Group 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 Group 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 Group 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 Group 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 Group 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 Group 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 Group is well placed to manage its business risks and that the Group 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 Group Limited
Strategic Report
Year Ended 30 November 2025
Section 172(1) statement
The Directors are aware of their duty under s.172 of the Companies Act 2006 to act in a way which they consider, in good faith would be most likely to promote the success of the Group for the benefit ofits shareholders, which includes having regard to other stakeholders.
The Directors consider it is imperative that the Group maintains its reputation for high standards of business conduct as they are responsible for the Group's standards, culture, values, ethics and reputation. These are embedded by the senior management team throughout all departments of the business. The Directors also seek to balance the needs of its members with s.172 matters throughout the period in the policies and practices operated by the Group ensuring that its obligations to all stakeholders are met.
Approved by the
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Ocean Fish Group Limited
Directors' Report
Year Ended 30 November 2025
The directors present their report and the for the year ended 30 November 2025.
Directors of the group
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Engagement with suppliers, customers and other relationships
The Group engages with our stakeholders regularly and actively seeks to strengthen and expand those relationships further. The economic environment in which we operate continues to be challenging however through our channels of communication with our key suppliers, customers and stakeholders, we have sought to ensure that our high-quality standard of service is maintained.
Greenhouse gas emissions, energy consumption and energy efficient action
The Group has taken advantage of the exemptions from disclosing information surrounding its greenhouse gas emissions, energy consumption and energy efficient action on the grounds that the parent company qualifies as a low energy user and each subsidiary does not qualify to report information due to their size.
Future developments
Having sold a majority share of the Group to Fortuna Limited towards the year end, the renewed intention is to build and capitalise on recent investments by ensuring that the integrated supply chain is capable of delivering long term benefits. The Directors continue to review the company's fishing fleet with a view to decommissioning vessels nearing the end of their useful lives. This will ensure that days-at-sea and operational efficiencies are maximised. Directors are constantly reviewing new and innovative methods of fishing to ensure sustainability of all South West stocks for future generations.
The processing operations have a considerable amount of excess capacity that facilitates an increase in throughput volumes and cold storage capacity. The Group is targeting a significant increase in its current retail volumes with a mix of both core and new product offerings, including high care. This will be produced from its dedicated retail-ready site which we feel creates a unique point of difference in the South West.
The Group continues to target further growth via strategic trade acquisitions which will be measured and assessed by their ability to add-value to existing operations and accelerate growth potential. The Group has adequate reserves and funding to be able to execute consolidation opportunities within its target investmetn parameters.
Ocean Fish Group Limited
Directors' Report
Year Ended 30 November 2025
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 company'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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Ocean Fish Group Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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.
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group Limited
Opinion
We have audited the financial statements of Ocean Fish Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 November 2025, 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 30 November 2025 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 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 group and parent 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.
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group Limited
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.
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. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page 7, 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.
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group Limited
Auditor’s 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:
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.
Ocean Fish Group Limited
Independent Auditor's Report to the Members of Ocean Fish Group Limited
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.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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Melville Building East
Unit 18, 23 Royal William Yard
Devon
PL1 3GW
Ocean Fish Group Limited
Consolidated Profit and Loss Account
Year Ended 30 November 2025
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Note |
2025 |
2024 |
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|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
27,768 |
59,786 |
|
|
Gain on investment properties at fair value through profit and loss |
128,511 |
- |
|
|
EBITDA |
1,455,741 |
1,596,104 |
|
|
Depreciation and amortisation |
(1,243,521) |
(1,305,921) |
|
|
Exceptional other provision |
(108,159) |
(119,000) |
|
|
Operating profit |
|
|
|
|
Gain on financial assets at fair value through profit and loss |
|
- |
|
|
Other interest receivable and similar income |
- |
|
|
|
Interest payable and similar expenses |
( |
( |
|
|
(797,448) |
(933,422) |
||
|
Loss before tax |
( |
( |
|
|
Tax on loss |
( |
|
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
( |
( |
|
|
Minority interests |
|
( |
|
|
( |
( |
Ocean Fish Group Limited
Consolidated Statement of Comprehensive Income
Year Ended 30 November 2025
|
2025 |
2024 |
|
|
Loss for the year |
( |
( |
|
Revaluation of fixed assets |
27,774 |
(152,558) |
|
Deferred tax on revaluation of fixed assets |
- |
38,140 |
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
|
Minority interests |
|
( |
|
( |
( |
Ocean Fish Group Limited
Consolidated Balance Sheet
30 November 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Negative goodwill |
- |
- |
|
|
Goodwill |
1,058,819 |
24,277 |
|
|
Intangible assets not including goodwill |
|
|
|
|
Tangible assets |
|
|
|
|
Investment property |
|
|
|
|
|
|
||
|
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 |
1,667 |
1,667 |
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|
Revaluation reserve |
7,615,137 |
7,635,717 |
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|
Profit and loss account |
12,014,995 |
9,975,278 |
|
|
Equity attributable to owners of the company |
19,631,799 |
17,612,662 |
|
|
Minority interests |
- |
3,748,015 |
|
|
Shareholders' funds |
19,631,799 |
21,360,677 |
Approved and authorised by the
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Company Registration Number: 12218181
Ocean Fish Group Limited
Balance Sheet
30 November 2025
|
Note |
2025 |
2024 |
|
|
Fixed assets |
|||
|
Tangible assets |
|
- |
|
|
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 liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
1,667 |
1,667 |
|
|
Profit and loss account |
(223,799) |
(49,638) |
|
|
Shareholders' deficit |
(222,132) |
(47,971) |
The company made a loss after tax for the financial year of £174,161 (2024 - loss of £13,803).
Approved and authorised by the
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Company Registration Number: 12218181
Ocean Fish Group Limited
Consolidated Statement of Changes in Equity
Year Ended 30 November 2025
|
Share capital |
Revaluation reserve |
Profit and loss account |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 December 2024 |
|
|
|
|
|
|
|
(Loss)/profit for the year |
- |
- |
( |
( |
|
( |
|
Other comprehensive income |
- |
|
- |
|
- |
|
|
Total comprehensive income |
- |
|
( |
( |
|
( |
|
Transfers |
- |
(48,354) |
48,354 |
- |
- |
- |
|
Increase in ownership interests in subsidiaries |
- |
- |
- |
- |
( |
( |
|
Acquisition of non-controlling interest, increase in equity |
- |
- |
|
|
- |
|
|
At 30 November 2025 |
|
|
|
|
- |
|
|
Share capital |
Revaluation reserve |
Profit and loss account |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 December 2023 |
|
|
|
|
|
|
|
Loss for the year |
- |
- |
( |
( |
( |
( |
|
Other comprehensive income |
- |
( |
- |
( |
( |
( |
|
Total comprehensive income |
- |
( |
( |
( |
( |
( |
|
At 30 November 2024 |
1,667 |
7,635,717 |
9,975,278 |
17,612,662 |
3,748,015 |
21,360,677 |
Ocean Fish Group Limited
Statement of Changes in Equity
Year Ended 30 November 2025
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 December 2024 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 30 November 2025 |
|
( |
( |
|
Share capital |
Profit and loss account |
Total |
|
|
At 1 December 2023 |
|
( |
( |
|
Loss for the year |
- |
( |
( |
|
At 30 November 2024 |
1,667 |
(49,638) |
(47,971) |
Ocean Fish Group Limited
Consolidated Statement of Cash Flows
Year Ended 30 November 2025
|
Note |
2025 |
2024 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Changes in fair value of investment property |
( |
- |
|
|
Profit on disposal of tangible assets |
( |
( |
|
|
Loss on disposal of intangible assets |
|
- |
|
|
Finance income |
- |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in stocks |
( |
|
|
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Increase in trade creditors |
|
|
|
|
(Decrease)/increase in provisions |
( |
|
|
|
Decrease in deferred income, including government grants |
( |
( |
|
|
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 intangible assets |
( |
( |
|
|
Acquisition of investment properties |
( |
- |
|
|
Cash subsumed on acquisition of subsidiaries |
9,988 |
- |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from bank borrowing draw downs |
- |
|
|
|
Repayment of bank borrowing |
( |
( |
|
|
Payments to finance lease creditors |
( |
( |
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 December |
( |
( |
|
|
Cash and cash equivalents at 30 November |
(264,555) |
(80,587) |
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
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
|
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.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 November 2025.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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 of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. 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.
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.
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.
Going concern
The Directors have considered the ongoing effect of the global cost of living crisis and supply chain disruption and anticipates an ability to continue trading successfully. The Group is well diversified across its sales and integrated supply channels and has invested heavily in global sourcing strategies. This has ensured that flexible alternatives can be responsibly sourced where core supply is either restricted or commercially unviable, such that consumer demand is always prioritised. The Directors continue to explore opportunities across the sector and monitor developments in a rapidly changing business environment.
The Directors have reviewed the Group’s current stock holdings, working capital and future trading ability, and as a result anticipate that the business will be able to continue successfully trading. Therefore, the Directors consider it appropriate for the financial statements to be prepared on a going concern basis.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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 and quotas
The fair value of fishing licences and quotas are based on valuations carried out by expert valuers. They contain assumptions on the values of kilowatt and gross tonnage units as well as the value per unit.
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.
iv. Valuation of investment properties Investment property is carried at fair value. The directors assess fair value, having regard for current market prices for comparable real estate and using observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Government grants
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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 corporation 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 on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
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 property |
Over the expected useful life |
|
Leasehold property |
10% Straight Line |
|
Plant and machinery |
4% - 20% Straight Line and 7% - 25% Reducing Balance |
|
Motor vehicles |
25% Straight Line and 25% Reducing Balance |
|
Furniture, fittings and equipment |
25% Straight Line and 15% - 25% Reducing Balance |
|
Fishing vessles / Fishing vessel improvements |
Over the expected useful life (3 - 33 years) |
|
Fish boxes |
25% Straight Line |
Investment property
No depreciation is provided in respect of investment propertes applying the fair value model.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition 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 is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.
Negative goodwill
Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.
Intangible assets
Fishing licenses and quotas 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.
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 |
|
Computer software |
4% - 10% Straight Line |
|
Other intangible assets |
10% Straight Line |
Investments
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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.
Provisions
Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
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.
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.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2025 |
2024 |
|
|
Sale of goods |
|
|
|
Rendering of services |
|
|
|
Commissions received |
|
|
|
Other revenue |
|
|
|
|
|
The analysis of the group's Turnover for the year by market is as follows:
|
2025 |
2024 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
|
|
|
|
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Government grants |
|
|
|
Miscellaneous other operating income |
- |
|
|
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange gains |
( |
( |
|
Profit on disposal of property, plant and equipment |
( |
( |
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2025 |
2024 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
Sales, marketing and distribution |
|
|
|
|
|
Ocean Fish Group 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 |
|
|
|
281,751 |
264,683 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Company contributions to money purchase pension schemes |
|
|
|
Auditor's remuneration |
|
2025 |
2024 |
|
|
Audit of these financial statements |
4,970 |
2,350 |
|
Audit of the financial statements of subsidiaries of the company |
39,115 |
32,250 |
|
|
|
|
|
Other fees to auditors |
||
|
Taxation compliance services |
|
|
|
All other non-audit services |
|
|
|
|
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Interest income on bank deposits |
- |
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest on obligations under finance leases and hire purchase contracts |
|
|
|
Interest expense on other finance liabilities |
|
|
|
Other finance costs |
|
|
|
|
|
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax adjustment to prior periods |
( |
- |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Tax expense/(receipt) in the income statement |
|
( |
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
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 |
( |
( |
|
Decrease 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 revenues exempt from taxation |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase from tax losses for which no deferred tax asset was recognised |
|
|
|
Tax increase arising from group relief |
- |
|
|
Tax decrease from other tax effects |
( |
- |
|
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Liability |
|
Fixed asset timing diferences |
|
|
Short term timing differences |
( |
|
Capital gains |
|
|
Losses and other deductions |
( |
|
|
|
2024 |
Liability |
|
Fixed asset timing diferences |
|
|
Short term timing differences |
( |
|
Losses and other deductions |
( |
|
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Intangible assets |
Group
|
Negative Goodwill |
Goodwill |
Fishing licences and quota |
Computer software and website |
Other intangible assets |
Total |
|
|
Cost or valuation |
||||||
|
At 1 December 2024 |
( |
|
|
|
- |
|
|
Revaluations |
- |
- |
|
- |
- |
|
|
Additions acquired separately |
- |
- |
- |
|
- |
|
|
Acquired through business combinations |
( |
|
- |
- |
|
|
|
Disposals |
- |
- |
( |
- |
- |
( |
|
At 30 November 2025 |
( |
|
|
|
|
|
|
Amortisation |
||||||
|
At 1 December 2024 |
( |
|
- |
|
- |
|
|
Amortisation charge |
( |
|
- |
- |
- |
|
|
At 30 November 2025 |
( |
|
- |
|
- |
|
|
Carrying amount |
||||||
|
At 30 November 2025 |
- |
|
|
|
|
|
|
At 30 November 2024 |
- |
|
|
|
- |
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Motor vehicles |
Plant and machinery |
Fishing vessels and improvements |
Fish boxes |
Total |
|
|
Cost or valuation |
|||||||
|
At 1 December 2024 |
|
|
|
|
11,172,211 |
212,206 |
|
|
Additions |
|
|
|
|
232,328 |
- |
|
|
Acquired through business combinations |
|
|
|
|
- |
- |
|
|
Disposals |
- |
- |
( |
- |
(430,524) |
- |
( |
|
At 30 November 2025 |
|
|
|
|
10,974,015 |
212,206 |
|
|
Depreciation |
|||||||
|
At 1 December 2024 |
|
|
|
|
4,301,074 |
171,931 |
|
|
Charge for the year |
|
|
|
|
631,786 |
15,926 |
|
|
Eliminated on disposal |
- |
- |
( |
- |
(359,063) |
- |
( |
|
At 30 November 2025 |
|
|
|
|
4,573,797 |
187,857 |
|
|
Carrying amount |
|||||||
|
At 30 November 2025 |
|
|
|
|
6,400,218 |
24,349 |
|
|
At 30 November 2024 |
|
|
|
|
6,871,137 |
40,275 |
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Included within the net book value of land and buildings above is £1,606,377 (2024 - £1,675,749) in respect of freehold land and buildings, £4,691 (2024 - £316) in respect of long leasehold land and buildings and £6,604 (2024 - £Nil) in respect of short leasehold land and buildings.
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 |
|
Plant and machinery |
182,792 |
- |
|
Furniture, fittings and equipment |
33,292 |
- |
|
441,268 |
327,351 |
Company
|
Furniture, fittings and equipment |
|
|
Cost or valuation |
|
|
At 1 December 2024 |
- |
|
Additions |
|
|
At 30 November 2025 |
|
|
Carrying amount |
|
|
At 30 November 2025 |
|
|
At 30 November 2024 |
- |
|
Investment properties |
Group
|
2025 |
|
|
At 1 December |
|
|
Additions |
|
|
Fair value adjustments |
|
|
At 30 November |
|
There has been no valuation of investment property by an independent valuer.
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 December 2024 |
|
|
Additions |
|
|
At 30 November 2025 |
|
|
Provision |
|
|
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, Cornwall, PL26 8LX England and Wales |
|
|
|
|
|
Unit 2a/2b Victoria Business Park, Roche, St Austell, Cornwall, PL26 8LX England and Wales |
|
|
|
|
|
Unit 2a/2b Victoria Business Park, Roche, St Austell, Cornwall, PL26 8LX England and Wales |
|
|
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
|
Harbour Offices, Newlyn, Penzance, Cornwall, TR18 5HB England and Wales |
|
|
|
|
|
Unit 2a/2b Victoria Business Park, Roche, St Austell, Cornwall, PL26 8LX England and Wales |
|
|
|
|
|
Unit 2a/2b Victoria Business Park, Roche, St Austell, Cornwall, PL26 8LX England and Wales |
|
|
|
Although the Ocean Fish Group legally holds 51% of the share capital of Chapman's of Sevenoaks Limited and its wholly owned subsidiary, Chapmans Fish Brokers Limited, applying the principle of substance over form, the acquisition has been accounted for as a 100% acquisition to reflect the economic substance of the arrangement. The estimated consideration payable for the remaining 49% shareholding has been recognised as contingent consideration and, accordingly, no non-controlling interest has been recognised.
|
Subsidiary undertakings |
|
Ocean Fish (Wholesale) Limited The principal activity of Ocean Fish (Wholesale) Limited is |
|
Ocean Fish (Retail) Limited The principal activity of Ocean Fish (Retail) Limited is |
|
Ocean Fleet (SW) Limited The principal activity of Ocean Fleet (SW) Limited is |
|
W. Stevenson & Sons Limited The principal activity of W. Stevenson & Sons Limited is |
|
Chapman's of Sevenoaks Limited The principal activity of Chapman's of Sevenoaks Limited is |
|
Chapmans Fish Brokers Limted The principal activity of Chapmans Fish Brokers Limted is |
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Raw materials and consumables |
|
|
- |
- |
|
Finished goods and goods for resale |
|
|
- |
- |
|
|
|
- |
- |
|
|
Debtors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by related parties |
- |
- |
|
|
|
|
Other debtors |
|
|
|
- |
|
|
Prepayments |
|
|
- |
- |
|
|
Financial asset |
44,219 |
- |
- |
- |
|
|
Income tax asset |
|
|
- |
- |
|
|
|
|
|
|
||
Group
The carrying amount of trade debtors pledged as security for invoice discounting facilities, included in trade creditors, amounted to £6,314,926 (2024 - £4,445,387).
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash on hand |
|
|
- |
- |
|
Cash at bank |
|
|
|
- |
|
|
|
|
- |
|
|
Bank overdrafts |
( |
( |
- |
- |
|
Cash and cash equivalents in statement of cash flows |
(264,555) |
(80,587) |
10,464 |
- |
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Creditors |
|
Group |
Company |
||||
|
Note |
2025 |
2024 |
2025 |
2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Trade creditors |
|
|
|
- |
|
|
Amounts due to group undertakings |
|
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
|
- |
|
|
Accruals and deferred income |
|
|
|
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
Other creditors |
|
- |
|
- |
|
|
|
|
|
- |
||
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
- |
- |
|
Bank overdrafts |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
|
|
- |
- |
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
- |
- |
|
Hire purchase contracts |
|
|
- |
- |
|
|
|
- |
- |
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Group
Bank borrowings
|
|
|
|
|
|
|
Bank borrowings are secured by first legal charges over the comapny's freehold proprerty; fixed charges over booked 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 purchase 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 |
Group
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 Group 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 |
|
|
|
Later than five years |
|
- |
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
|
Provisions for liabilities |
Group
|
Deferred tax |
Other provisions |
Total |
|
|
At 1 December 2024 |
|
|
|
|
Increase (decrease) in existing provisions |
|
( |
|
|
At 30 November 2025 |
|
|
|
|
|
|||
|
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 £
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Analysis of changes in net debt |
Group
|
At 1 December 2024 |
Financing cash flows |
Acquisition of subsidiaries |
New finance leases |
Other non-cash changes |
At 30 November 2025 |
|
|
Cash and cash equivalents |
||||||
|
Cash |
198,581 |
498,969 |
9,988 |
- |
- |
707,538 |
|
Overdrafts |
(279,168) |
(692,616) |
- |
- |
- |
(971,784) |
|
(80,587) |
(193,647) |
9,988 |
- |
- |
(264,246) |
|
|
Borrowings |
||||||
|
Long term borrowings |
(6,125,688) |
- |
(109,284) |
- |
787,663 |
(5,447,309) |
|
Short term borrowings |
(803,683) |
733,496 |
(10,000) |
- |
(787,663) |
(867,850) |
|
Lease liabilities |
(384,337) |
237,508 |
- |
(252,322) |
- |
(399,151) |
|
(7,313,708) |
971,004 |
(119,284) |
(252,322) |
- |
(6,714,310) |
|
|
|
||||||
|
( |
|
( |
( |
- |
( |
|
|
Share capital |
Allotted, called up and fully paid shares
|
2025 |
2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
1,517 |
|
1,517 |
|
|
|
150 |
|
150 |
|
|
|
|
|
|
|
Contingent liabilities |
Company
There is an unlimited multilateral guarantee between the company and the following companies within the group: Ocean Fish (Wholesale) Limited; Ocean Fish (Retail) Limited; Ocean Fleet (SW) Ltd; and W. Stevenson & Sons Limited. The maximum full potential liability at year end is £7,216,524 (2024 - £7,208,539).
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Business combinations |
On 5 April 2025, Ocean Fish Group Limited acquired 51% of the issued share capital of Chapman's of Sevenoaks Limited and its 100% subsidiary Chapmans Fish Brokers Limited , obtaining control.
Chapman's of Sevenoaks Limited and its 100% subsidiary Chapmans Fish Brokers Limited contributed £5,406,247 revenue and £(387,703) to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value |
Fair value |
|
|
Assets and liabilities acquired |
||
|
Financial assets |
875,598 |
875,598 |
|
Stocks |
23,843 |
23,843 |
|
Tangible assets |
66,200 |
66,200 |
|
Identifiable intangible assets |
214,895 |
214,895 |
|
Financial liabilities |
(2,238,473) |
(2,238,473) |
|
Total identifiable assets |
(1,057,937) |
(1,057,937) |
|
Satisfied by: |
||
|
Other |
54,137 |
54,137 |
|
Cash flow analysis: |
||
|
Cash consideration |
- |
- |
|
Less: cash and cash equivalent balances acquired |
9,988 |
9,988 |
|
Net cash outflow arising on acquisition |
9,988 |
9,988 |
|
|
||
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
|
Financial instruments |
Group
Categorisation of financial instruments
|
2025 |
2024 |
|
|
Financial assets measured at fair value through profit or loss |
|
- |
Financial assets measured at fair value
Forward contracts
In line with accounting standards, the fair value of forward foreign exchange contracts has been estimated at the balance sheet date with reference to actual market rates available.
Underlying derivative contracts are matched to future foreign currency purchases and are set at rates to ensure a favourable, profitable return while mitigating the risk of currency volatility.
The fair value is £44,219 (2024 - £Nil) and the change in value included in profit or loss is £44,219 (2024 - £Nil).
|
Related party transactions |
Group
The group 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 |
|
JA Lakeman |
||||
|
Interest free, unsecured, and repayable on demand |
|
|
( |
- |
|
EJ Lakeman |
||||
|
Interest free, unsecured, and repayable on demand |
|
|
( |
- |
|
L Genge |
||||
|
Interest free, unsecured, and repayable on demand |
|
|
( |
- |
Ocean Fish Group 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 |
|
JA Lakeman |
||||
|
Interest free, unsecured, and repayable on demand |
|
|
( |
|
|
EJ Lakeman |
||||
|
Interest free, unsecured, and repayable on demand |
|
|
( |
|
|
L Genge |
||||
|
Interest free, unsecured, and repayable on demand |
|
|
( |
|
Summary of transactions with other related parties
|
The group entered into the following transactions with companies with common directors and / or shareholders in the year. Loans from other related parties are from close family members of directors and to directors of subsidiaries. |
Income and receivables from related parties
|
2025 |
Other related parties |
|
Sale of goods |
|
|
Amounts receivable from related party |
|
|
|
|
|
2024 |
Other related parties |
|
Sale of goods |
|
|
Amounts receivable from related party |
|
|
|
|
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Expenditure with and payables to related parties
|
2025 |
Parent |
Other related parties |
|
Rendering of services |
- |
|
|
Amounts payable to related party |
|
|
|
|
||
|
2024 |
Other related parties |
|
Rendering of services |
|
|
|
|
Loans from related parties
|
2025 |
Key management |
Other related parties |
Total |
|
At start of period |
|
|
|
|
Advanced |
- |
|
|
|
Repaid |
( |
( |
( |
|
Interest transactions |
|
- |
|
|
At end of period |
- |
( |
( |
|
|
|||
|
2024 |
Key management |
Other related parties |
Total |
|
At start of period |
|
|
|
|
Repaid |
( |
( |
( |
|
Interest transactions |
|
- |
|
|
At end of period |
|
|
|
|
|
|||
Terms of loans from related parties
Ocean Fish Group Limited
Notes to the Financial Statements
Year Ended 30 November 2025
Company
The company has taken advantage of the exemption in FRS 102 "Related Party Disclosures" from
disclosing transactions with wholly owned members of the group.
Summary of transactions with subsidiaries
Income and receivables from related parties
|
2025 |
Subsidiary |
|
Receipt of services |
|
|
Amounts receivable from related party |
|
|
|
|
|
2024 |
Subsidiary |
|
Amounts receivable from related party |
|
|
|
|
Expenditure with and payables to related parties
|
2025 |
Parent |
|
Amounts payable to related party |
|
|
|
|
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate controlling party is
The smallest and 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.