Caseware UK (AP4) 2022.0.179 2022.0.179 2023-03-312023-03-31truetruetruetruetruetruetruetrue2022-04-01376101752falseInternediate parent indertaking2truefalse SC583347 2022-04-01 2023-03-31 SC583347 2021-04-01 2022-03-31 SC583347 2023-03-31 SC583347 2022-03-31 SC583347 2021-04-01 SC583347 1 2022-04-01 2023-03-31 SC583347 1 2021-04-01 2022-03-31 SC583347 d:Director4 2022-04-01 2023-03-31 SC583347 d:Director5 2022-04-01 2023-03-31 SC583347 d:RegisteredOffice 2022-04-01 2023-03-31 SC583347 e:CurrentFinancialInstruments 2023-03-31 SC583347 e:CurrentFinancialInstruments 2022-03-31 SC583347 e:Non-currentFinancialInstruments 2023-03-31 SC583347 e:Non-currentFinancialInstruments 2022-03-31 SC583347 e:CurrentFinancialInstruments e:WithinOneYear 2023-03-31 SC583347 e:CurrentFinancialInstruments e:WithinOneYear 2022-03-31 SC583347 e:Non-currentFinancialInstruments e:AfterOneYear 2023-03-31 SC583347 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2023-03-31 SC583347 e:Non-currentFinancialInstruments e:BetweenOneTwoYears 2022-03-31 SC583347 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2023-03-31 SC583347 e:Non-currentFinancialInstruments e:BetweenTwoFiveYears 2022-03-31 SC583347 e:ShareCapital 2023-03-31 SC583347 e:ShareCapital 2022-03-31 SC583347 e:ShareCapital 2021-04-01 SC583347 e:SharePremium 2023-03-31 SC583347 e:SharePremium 2022-03-31 SC583347 e:SharePremium 2021-04-01 SC583347 e:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 SC583347 e:RetainedEarningsAccumulatedLosses 2023-03-31 SC583347 e:RetainedEarningsAccumulatedLosses 2021-04-01 2022-03-31 SC583347 e:RetainedEarningsAccumulatedLosses 2022-03-31 SC583347 e:RetainedEarningsAccumulatedLosses 2021-04-01 SC583347 d:OrdinaryShareClass1 2022-04-01 2023-03-31 SC583347 d:OrdinaryShareClass1 2021-04-01 2022-03-31 SC583347 d:OrdinaryShareClass1 2023-03-31 SC583347 d:OrdinaryShareClass1 2022-03-31 SC583347 d:FRS102 2022-04-01 2023-03-31 SC583347 d:Audited 2022-04-01 2023-03-31 SC583347 d:FullAccounts 2022-04-01 2023-03-31 SC583347 d:PrivateLimitedCompanyLtd 2022-04-01 2023-03-31 SC583347 e:Subsidiary1 2022-04-01 2023-03-31 SC583347 e:Subsidiary1 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary2 2022-04-01 2023-03-31 SC583347 e:Subsidiary2 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary3 2022-04-01 2023-03-31 SC583347 e:Subsidiary3 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary4 2022-04-01 2023-03-31 SC583347 e:Subsidiary4 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary6 2022-04-01 2023-03-31 SC583347 e:Subsidiary6 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary7 2022-04-01 2023-03-31 SC583347 e:Subsidiary7 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary8 2022-04-01 2023-03-31 SC583347 e:Subsidiary8 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary10 2022-04-01 2023-03-31 SC583347 e:Subsidiary10 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary11 2022-04-01 2023-03-31 SC583347 e:Subsidiary11 1 2022-04-01 2023-03-31 SC583347 e:Subsidiary12 2022-04-01 2023-03-31 SC583347 e:Subsidiary12 1 2022-04-01 2023-03-31 SC583347 2 2022-04-01 2023-03-31 SC583347 4 2022-04-01 2023-03-31 SC583347 6 2022-04-01 2023-03-31 xbrli:shares iso4217:GBP xbrli:pure
Registered Number:SC583347













ROVOP MIDCO LIMITED






ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

 
ROVOP MIDCO LIMITED
 

COMPANY INFORMATION


Directors
G Park 
N Potter 




Registered number
SC583347



Registered office
Silvertrees Drive
Westhill

Aberdeen

AB32 6BH




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
ROVOP MIDCO LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditors' report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 19


 
ROVOP MIDCO LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction
 
The principal activity of the Company is that of an intermediate parent undertaking.

Business review
 
The Company acts as an intermediate holding company between the parent ROVOP Holdings Limited and its subsidiary ROVOP Group Limited. As such the Company does not trade and its primary function is to hold debt within the Group. A full review of the business of the Group for the period is detailed in the consolidated financial statements of ROVOP Holdings Limited.

Principal risks and uncertainties
 
The Company is financed through a combination of equity and debt finance. The Company’s equity is detailed in the Statement of Changes in Equity. Debt finance comprises shareholder loan notes as set out in note 15 to the financial statements. These loans are not repayable until December 2024.
The principal risks facing the Company are that group companies would be unable to repay loans and that investments carried in the Company’s Balance Sheet would not be realised. The objective of the Company is to manage these risks at minimum cost.  
To manage risks relating to the recovery of investments and loans owed to the Company, the directors monitor the performance and financial status of the relevant group companies. 
To manage risks relating to liquidity, the directors match the receipt of interest and loan repayment on amounts owing from group companies which approximates to the amounts borrowed and at similar interest rates. Since the Company’s borrowings are primarily at fixed rates of interest the directors consider that the Company does not have a significant interest rate risk exposure.
As the Company transacts mainly in Sterling the directors do not consider that the Company has any significant exposure to currency risks.

Financial key performance indicators
 
The Company acts as an intermediate holding company and therefore the Key Performance Indicators (KPIs) relate to the financial performance of the trading group it is part of.


This report was approved by the Board and signed on its behalf.



G Park
Director

Date: 26 September 2023

Page 1

 
ROVOP MIDCO LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

The directors present their report and the financial statements for the year ended 31 March 2023.

Results and dividends

The profit for the financial year, after taxation, amounted to £3,841,031 (2022 - loss £3,812,933).

Directors

The directors who served during the year were:

G Park 
N Potter 

Future developments

The Company acts as an intermediate holding company and will continue to provide funding support to its subsidiary undertakings.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditorsAnderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the Board and signed on its behalf.
 





G Park
Director

Date: 26 September 2023

Page 2

 
ROVOP MIDCO LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2023

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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:

select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 3

 
ROVOP MIDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP MIDCO LIMITED
 

Opinion


We have audited the financial statements of ROVOP Midco Limited (the 'company') for the year ended 31 March 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 31 March 2023 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 4

 
ROVOP MIDCO LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP MIDCO LIMITED (CONTINUED)

Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' responsibilities statement set out on page 3, 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.


Page 5

 
ROVOP MIDCO LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP MIDCO LIMITED (CONTINUED)

Auditors' 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 Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in the context were the Companies Act 2006, UK and overseas Taxation legislation. 
We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
 
compliance with relevant laws and regulations which may impact on the financial statements and those that the company needs to comply with for the purpose of trading
management judgements applied in calculating provisions
management override of controls to manipulate the Company’s key performance indicators to meet targets.


We discussed these risks with client management and designed audit procedures to address these risks including:

reviewed internal documentation and correspondence with regulators for evidence or irregularities
consideration of the assumptions applied whether the judgements applied in calculation of provisions were appropriate
reviewed areas of judgement and tested a sample of journal entries for indicators of management bias
performed analytical procedures to identify any unusual or unexpected relationships which may be an  indication of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 6

 
ROVOP MIDCO LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP MIDCO LIMITED (CONTINUED)

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 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Christopher Masson (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

26 September 2023
Page 7

 
ROVOP MIDCO LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
Note
£
£

  

Administrative expenses
  
(7,071)
(17,035)

EBITDA
  
(7,071)
(17,035)

Exceptional income/(expense)
 9 
6,908,422
5,331

Gain/(loss) on foreign exchange
  
504,371
(38)

Interest receivable and similar income
 6 
1,864,794
1,864,794

Interest payable and similar expenses
 7 
(5,429,485)
(5,665,985)

Profit/(loss) before taxation
  
3,841,031
(3,812,933)

Tax on profit/(loss)
 8 
-
-

Profit/(loss) for the financial year
  
3,841,031
(3,812,933)

  

  

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

The notes on pages 11 to 19 form part of these financial statements.

Page 8

 
ROVOP MIDCO LIMITED
REGISTERED NUMBER:SC583347

BALANCE SHEET
AS AT 31 MARCH 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 10 
31,373,747
31,373,747

  
31,373,747
31,373,747

Current assets
  

Debtors: amounts falling due after more than one year
 11 
14,548,592
12,683,798

Debtors: amounts falling due within one year
 11 
25,531,931
25,015,269

Cash at bank and in hand
 12 
2,000
32,763

  
40,082,523
37,731,830

Creditors: amounts falling due within one year
 13 
-
(7,000)

Net current assets
  
 
 
40,082,523
 
 
37,724,830

Creditors: amounts falling due after more than one year
 16 
(20,430,000)
-

Net assets
  
51,026,270
69,098,577


  

Financed by:
  

Shareholder loans including amortised interest and unamortised issue costs
 16 
37,356,009
59,269,347

Capital and reserves
  

Share capital
  
3,211,063
3,211,063

Share premium
  
27,000,000
27,000,000

Profit and loss account
  
(16,540,802)
(20,381,833)

  
51,026,270
69,098,577


The financial statements were approved and authorised for issue by the Board and were signed on its behalf by: 




G Park
Director

Date: 26 September 2023

The notes on pages 11 to 19 form part of these financial statements.

Page 9

 
ROVOP MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 April 2021
3,211,063
27,000,000
(16,568,900)
13,642,163



Loss for the year
-
-
(3,812,933)
(3,812,933)



At 1 April 2022
3,211,063
27,000,000
(20,381,833)
9,829,230



Profit for the year
-
-
3,841,031
3,841,031


At 31 March 2023
3,211,063
27,000,000
(16,540,802)
13,670,261


The notes on pages 11 to 19 form part of these financial statements.

Page 10

 
ROVOP MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

The Company is a private company limited by shares and is incorporated in the UK. The address of the registered office is Silvertrees Drive, Westhill, Aberdeen, AB32 6BH. The principal activity of the Company is that of an intermediate parent undertaking.


2.


Going Concern

The financial statements are prepared on a going concern basis, which assumes that the Company and wider Group that it is a member of will continue to meet its liabilities as they fall due.
Based on the financial projections prepared and taking account of possible downside scenarios the directors remain confident the Group can continue to trade profitably and generate positive cash flows from operating activities to meet its financial obligations.
As a result of the above considerations, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

3.Accounting policies

 
3.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies.

The following principal accounting policies have been applied:

 
3.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of ROVOP Holdings Limited as at 31 March 2023 and these financial statements may be obtained from Companies House.

Page 11

 
ROVOP MIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

3.Accounting policies (continued)

 
3.3

Exemption from preparing consolidated financial statements

The company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
3.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is sterling (GBP).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
3.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
3.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
3.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
3.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the company but are presented separately due to their size or incidence.

 
3.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 12

 
ROVOP MIDCO LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

3.Accounting policies (continued)

 
3.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
3.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
3.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
3.13

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like loans from external parties and loans to group undertakings. These are measured at amortised cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.


4.


Auditors' remuneration

2023
2022
£
£


Fees payable to the company's auditor and its associates for the audit of the company's annual financial statements
3,750
3,500




5.


Employees

The Company has no employees other than the directors, who did not receive any remuneration from the company.
The directors of the Company were paid by other group companies in the year. The directors do not believe it is practical to apportion these amounts between their services as directors of this company and their services as directors of other group companies.





The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
2
2

Page 13

 
ROVOP MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

6.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
1,864,794
1,864,794

1,864,794
1,864,794


7.


Interest payable and similar expenses

2023
2022
£
£


Other loan interest payable
5,429,485
5,665,985

Included within other loan interest payable is £5,049,471 (2022 - £5,518,007) of interest payable on loan notes which have had no cash payments and the interest is rolled-up and accrued in the loan note creditor as disclosed in Note 16. The rolled up interest is not scheduled for payment until December 2024.


8.


Tax


2023
2022
£
£




Tax on profit on ordinary activities
-
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
3,841,031
(3,812,933)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
729,796
(724,457)

Effects of:


Deferred tax not recognised
(960,258)
953,233

Deferred tax rate change
230,462
(228,776)

Total tax charge for the year
-
-

Page 14

 
ROVOP MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

9.


Exceptional items

2023
2022
£
£


Exceptional gains on settlement of loans
6,909,429
5,331

Exceptional professional fees
(1,007)
-

6,908,422
5,331


10.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2022
31,373,747



At 31 March 2023
31,373,747




 

Page 15

 
ROVOP MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

           10.Fixed asset investments (continued)


Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

ROVOP Group Limited
Silvertrees Drive, Westhill, Aberdeen, AB32 6BH
Ordinary
100%
ROVOP Limited*
Silvertrees Drive, Westhill, Aberdeen, AB32 6BH
Ordinary
100%
ROVOP Assets Limited*
Suite 1, 7th Floor 50 Broadway, London, England, SW1H 0BL
Ordinary
100%
ROVOP Inc*
13719 FM 529, Houston, Texas 77041, United States of America
Ordinary
100%
ROVOP Assets 2 Limited*
Suite 1, 7th Floor 50 Broadway, London, England, SW1H 0BL
Ordinary
100%
ROVOP Assets 3 Limited*
Suite 1, 7th Floor 50 Broadway, London, England, SW1H 0BL
Ordinary
100%
ROVOP Assets 4 Limited*
Suite 1, 7th Floor 50 Broadway, London, England, SW1H 0BL
Ordinary
100%
ROVOP Middle East DMCC*
Office 204, Jumeirah Business Centre 1, Cluster G, JLT, Dubai, United Arab Emirates
Ordinary
100%
ROVOP (Trinidad and Tobago) Ltd**
122-124 Frederick Street, Port of Spain, Trinidad and Tobago
Ordinary
100%
ROVOP Mexico SA***
180 Bosque de Circuelos, 11700, Mexico
Ordinary
100%

* held 100% by ROVOP Group Limited.
** held 100% by ROVOP Inc.
*** held 99% by ROVOP Inc and 1% by ROVOP Group Limited.

Page 16

 
ROVOP MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

11.


Debtors

2023
2022
£
£

Due after more than one year

Amounts owed by group undertakings
14,548,592
12,683,798


The outstanding balance of the remaining two loan notes (including rolled up interest) of £14,548,592 (2022 - £12,683,798) is repayable in full on 15 December 2024. These loans bear an interest charge of 10% per annum. No interest or capital repayments are scheduled to be made until the redemption date of 15 December 2024.
The loans are unsecured.

2023
2022
£
£

Due within one year

Amounts owed by group undertakings
25,531,331
25,015,269

Other debtors
600
-

25,531,931
25,015,269



12.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
2,000
32,763



13.


Creditors: Amounts falling due within one year

2023
2022
£
£

Accruals and deferred income
-
7,000

-
7,000


Page 17

 
ROVOP MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

14.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other loans (Note 16)
20,430,000
-

20,430,000
-


Other loans represent a loan with a balance of £20,430,000 (2022 - £nil) due to a third party. The loan is repayable in full by February 2027 and is repaid at the maturity date or when certain criteria is met in relation to available cash. Interest is applied at 6.8% above the relevant base rate.


15.


Shareholder loans

2023
2022
£
£


Shareholder loans (Note 16)
37,356,009
59,269,347

37,356,009
59,269,347


The shareholder loans represent a loan balance due of £37,610,175 (2022 - £59,671,491). which includes rolled up interest accrued. The balance shown above is net of loan issues costs of £254,116 (2022 - £402,144) which are released over the term of the loan. The loan is due for repayment in December 2024 and interest is accruing at 10% per annum. There will be no cash payments until this date.


16.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£


Amounts falling due 1-2 years

Shareholder loans
37,356,009
-

Amounts falling due 2-5 years

Other loans
20,430,000
-

Shareholder loans
-
59,269,347


57,786,009
59,269,347


Page 18

 
ROVOP MIDCO LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



32,110,632 (2022 - 32,110,632) Ordinary shares of £0.10 each
3,211,063
3,211,063



18.


Related party transactions

The Company has taken advantage of the exemption from disclosing transactions with subsidiaries that are 100% owned under FRS 102 section 33.1A.
The Company has loans due to shareholders of £37,610,175 (Note 15). The loans incurred interest of £5,049,571 in the year. During the year a loan to a shareholder was repaid for an amount lower than the outstanding balance, resulting in an exceptional credit in the profit and loss account (Note 9).

19.


Controlling party

The Company is included in the consolidated financial statements of ROVOP Holdings Limited, a company incorporated in Scotland with its registered office at Silvertrees Drive, Westhill, Aberdeen, United Kingdom, AB32 6BH, for the period ended 31 March 2023. This is the only company in the group to prepare consolidated financial statements.
Copies of the consolidated financial statements of ROVOP Holdings Limited can be requested from Silvertrees Drive, Westhill, Aberdeen, United Kingdom, AB32 6BH.
The ultimate parent company is ROVOP Guernsey Limited, a company incorporated in Guernsey with its registered office at PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP.

Page 19