ODE Group Limited
Registered number: 11469180
Annual Report
For the year ended 31 December 2023
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ODE GROUP LIMITED
COMPANY INFORMATION
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Birketts Secretaries Limited
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C/O Birketts Llp
Kingfisher House
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Chartered Accountants & Statutory Auditor
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ODE GROUP LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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ODE GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their strategic report, together with the audited financial statements of ODE Group Limited (the 'Company') for the year ended 31 December 2023.
ODE Group Ltd (the 'Company') incorporated on 17th July 2018 in England and Wales, is a company wholly owned by DORIS Group SA, a company incorporated in France. The Company in turn comprises two wholly owned subsidiaries, Offshore Design Engineering Limited ('ODE'), incorporated on 16th October 1980 in England and Wales, with its own branch and subsidiary operations; and ODE Asset Management Ltd ('ODE AM'), incorporated on 26 April 2018 in England and Wales. These three entities are collectively known as “the Group”.
The principal activities of the Group fall into three categories:
a)ODE Group Limited acts as a holding company and to provide a series of services group wide such as administration and general management services ensuring consistency of systems and processes, group accounting / finance, human resource services including staff benefits, IT including associated licenses and protocols and all insurances. In August 2023, all employees of the Company transferred to its subsidiaries, ODE and ODE AM.
b)As ODE, to provide owner’s engineer, engineering and project management services and design and build / project construction works to the oil and gas and renewable energy industries both on the UK Continental Shelf (UKCS) and in many other overseas markets.
c)As ODE AM, to operate and maintain offshore assets (platforms, subsea and pipeline facilities) on the UKCS and associated onshore reception facilities. Also, the extended and formal roles of Installation Operator and Pipeline Operator, generally referred to as “Duty Holder”.
ODE is well placed within a changing energy environment across international markets in being able to draw on expertise in both offshore renewables and oil & gas dating back many years. ODE has been in offshore renewables for more than 20 years and in oil & gas for over 40 years. With the rebrand to DORIS UK, this is part of a wider integration of activities within the broader DORIS group.
Review and analysis of the business during the current financial year
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ODE Group Ltd:
In 2023 the ODE Group (including its entities) returned an overall loss to the shareholders. ODE Group’s proforma revenues have increased by 26% to £80,532,003 (2022: £63,789,490).
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ODE GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Review and analysis of the business during the current financial year (continued)
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ODE:
1. Offshore Renewables
ODE has secured new contracts both in the UK and overseas and specific growth has been seen in the South Korea. ODE is a market contender as owners engineer and for engineering services throughout the project value chain.
2. Conventional & New Energies (CNE)
The growth in new field developments independent operators based out of and into the UK remained an important driver in ODE’s aspirations. As major Integrated Oil Companies (IOC) continue to exit the UKCS, ODE is placed to support independent operators.
ODE used its expertise in process and safety engineering to the new emerging technologies for hydrogen and other process technologies.
ODE benefited from the changing energy mix, expanding its activities in brownfield / facilities engineering support services to operating assets. The Company has been working in this area for many years and, more recently, is using sister company ODE AM’s presence in Aberdeen to pursue opportunities for further expansion in this market place in the medium and longer term. As ODE AM has responsibility for a number of platforms in the UKCS these require engineering support and this is a consistent ongoing support requirement.
ODE AM:
2023 saw the world emerge from the global pandemic and energy security has influenced the market as a result of the Ukraine conflict. Whilst the UKCS Energy Transition and the Windfall Tax schemes are in some cases limiting the new development market, 2023 saw increased business activity due to the energy security issue and ensuing high gas prices. In this environment, ODE AM has safely continued to grow its operations on its duty holder contracts and continued to tender for new contracts including major Aberdeen based contracts from its Aberdeen offices.
In Great Yarmouth, the outlook for continuing to grow our revenue base in the Southern North Sea with our existing clients and on new developments remains positive. In the Northern and Central oil and gas basins of the UKCS the trend of oil and gas majors exiting the sector and selling assets to new UKCS entrants continues. Our outlook for building on our duty holder capability and winning work with these new entrants through our Aberdeen office remains positive. Existing duty holder clients also remain active in this market and we hope to support them in future acquisitions. The latest FPSO ship management contract which commenced on 1 July 2022 establishes our Aberdeen based operations and offers a new opportunity in supporting this assets development in the future.
ODE AM’s activities entail detailed liaison with the Health and Safety Executive in the acceptance of associated Safety Case requirements and implementation. Regulation 5 owner compliance audits continue to be satisfactorily undertaken by our clients in accordance with the Safety Case Regulations and ODE AM is recognised as an industry leading Installation and Pipeline Operator.
Key performance indicators
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The Group’s board of directors monitors progress on the overall Group strategy by reference to two Key Performance Indicators:
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ODE GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Proforma Consolidated
Group Results
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Definition, method of calculation and analysis
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Year on year sales growth in consolidated group results expressed as a percentage. The sales growth in 2023 was due to operations in accordance with Duty Holder status.
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Operating margin is the ratio of operating profit to sales expressed as a percentage. ODE AM contributed positively to limit the negative operating margin of ODE and ODE Group Limited.
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Development for the coming financial year 2024
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The position of ODE AM is strong in terms of commercial perspectives, profitability and cash generation. In 2024, the priorities of ODE were (i) to reduce operating costs by downsizing its workforce and associated costs to its actual level of activity and (ii) to become more efficient by improving its management organization and administration.
The Company is looking to continue to use the downturn in Oil and Gas activities and the exit of the oil and gas majors from the UKCS to its benefit. Revised organisational structures for the Company and the Group provide for expansion in the coming years and additional investment in core competencies and operating facilities during 2024 onwards.
The extension of the ODE Asset Management business from the Southern Gas basin to the Central and Northern North Sea remains the core geographic growth strategy for the business and our strength as a fit for purpose asset duty holder/integrated services provider, for new UKCS entrants in particular, is a key business lever to growth. It shall also provide for expansion of the associated engineering support and project management / construction-based activities into the Aberdeen market.
Our expertise in both offshore renewables and oil & gas shall help to accelerate initiatives for decarbonisation, the parallel technologies of energy storage and distribution, gas to wire, changes in power generation towards electrification and the application of both hydrogen and ammonia technologies. The Company is already involved in several industry initiatives in this respect.
Financial results for ODE Group Limited at the reporting date
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The Company’s result for the year after taxation amounted to a loss of £8,582,220 (2022: profit of £7,545) resulting in a transfer to reserves of this same amount £8,582,220.
The Company’s net assets decreased from £7,466,244 to net liabilities of £1,115,976 at 31 December 2023.
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ODE GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Principal risks and uncertainties facing the Group
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The principal risks in the Group’s business are international political relations, oil price fluctuations, the shortages in skilled staff and geostrategic disputes as these can seriously affect the Group achieving its long-term growth strategy. Indicators of exposure to price risk, credit risk, liquidity risk and interest rate risk are considered in the directors’ report.
Oil and gas production may halve by 2030 in the North sea as a result of tax proposals tabled by the new Labour government. In response, many companies in this sector have dramatically scaled back their activity as they await the decision on taxes proposed in the budget. Companies will need to pay a 78% tax from November after an increase in the energy profits levy windfall charge that was introduced as a result of Russia’s full scale invasion of Ukraine. The companies also face the prospect of losing capital expenditure and investment allowances as the government plan to close ‘unjustifiable generous’ tax loopholes. In the worst case scenario, “£19bn may be wiped out, or 65% of the UK’s remaining developmental capital expenditure, halve UK production by 2030 and all but eliminate industry cash flows by the 2030s” according to a report circulated by Wood Mackenzie, a respected consultancy practice in the energy industry specialising in the oil and gas sector.
This report was approved by the board and signed on its behalf by:
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ODE GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their annual report and the audited financial statements of ODE Group Limited (the 'Company') for the year ended 31 December 2023.
The principal activity of the Group is that of providing consultancy services and brownfield engineering services to the oil and gas energy sector. ODE Group Limited is the parent company of the Group and provides management services in the direction and oversight to the wider group strategy.
The loss for the year, after taxation, amounted to £8,582,220 (2022: profit of £7,545).
The directors did not recommend a dividend during the year (2022: £nil).
The directors who served during the year and to date of this report were:
C P Y Debouvry (resigned 1 October 2023)
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C H Sailly (resigned 6 October 2023)
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A M Baker (resigned 30 June 2023)
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Directors' responsibilities statement
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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; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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ODE GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Directors' and officers' indemnity insurance
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The Company has made qualifying third party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report. No claim or notice of claim in respect of these indemnities has been received in the period.
The Company’s and its subsidiary undertakings' business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives are described in the strategic report on pages 1 to 4 and the directors' report on pages 5 to 7.
The Company has sufficient financial resources and, through its subsidiaries, it has long-term contracts with a number of customers and suppliers. As a consequence, the directors believe that the Company is well placed to manage its business risks successfully.
The directors confirm that they have complied with these requirements and, having a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, will continue to adopt the going concern basis in preparing the accounts.
Economic impact of global events
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UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Matters covered in the strategic report
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As permitted in paragraph 1A of Schedule 7 to Large and Medium-sized Companies and Groups (accounts and reports) Regulations 2008 certain matters which are required to be disclosed in the directors’ report have been omitted as they are included in the strategic report on pages 1 to 4. These matters relate to future developments.
Provision of information to the auditor
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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 auditor is 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 auditor is aware of that information.
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ODE GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Post balance sheet events
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Offshore Design Engineering Limited ('ODE Limited') entered administration on 20 May 2024. The business activity of ODE Limited (Engineering services) is now carried out by DORIS Engineering UK Limited. The book value of the shares of ODE Limited as at 31 December 2023 has been assessed as nil which is a direct consequence of the administration of the Company. Since the administration, the trade and assets of ODE Limited were sold to Doris Engineering UK Limited which is not owned by ODE Group Limited, but is 100% owned by Doris Engineering Holding SAS, a subsidiary of ultimate parent and controlling undertaking, Doris Group SA.
The auditor, Forvis Mazars LLP, will 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 by:
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ODE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODE GROUP LIMITED
Opinion
We have audited the financial statements of ODE Group Limited (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 December 2023 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the 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 auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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ODE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODE GROUP LIMITED
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.
Opinions 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 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.
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ODE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODE GROUP LIMITED
Responsibilities of Directors
As explained more fully in the directors' responsibilities Statement set out on page 5, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.
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ODE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ODE GROUP LIMITED
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition which we pinpointed to the cut-off assertion, and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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.com This description forms part of our auditor’s report.
Use of the audit 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.
Richard Karmel (Senior statutory auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU
6 March 2025
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ODE GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Impairment of investment in subsidiaries
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Bad debt expense in relation to amounts due from subsidiaries
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Income from investments in subsidiaries
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Interest receivable and similar income
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Interest payable and similar expenses
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(Loss)/profit for the financial year
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Other comprehensive income
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Total comprehensive (loss)/income for the year
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The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
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The notes on pages 15 to 33 form part of these financial statements.
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ODE GROUP LIMITED
REGISTERED NUMBER: 11469180
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Investments in subsidiaries
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 33 form part of these financial statements.
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ODE GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Total transactions with owners
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The notes on pages 15 to 33 form part of these financial statements.
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ODE Group Limited (the 'Company') is a private company, limited by shares and registered in England and Wales. The address of its registered office and principal place of business is C/O Birketts Llp Kingfisher House, 1 Gilders Way, Norwich, Norfolk, United Kingdom, NR3 1UB.
On 21 January 2025, the Company changed its registered office from St George's House, 5 St George's Road, Wimbledon, London, United Kingdom, SW19 4DR to C/O Birketts Llp Kingfisher House, 1 Gilders Way, Norwich, Norfolk, United Kingdom, NR3 1UB.
The principal activity of the Group is that of providing consultancy services and brownfield engineering services to the oil and gas energy sector. ODE Group Limited is the parent company of the Group and provides management services in the direction and oversight to the wider group strategy.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
These financial statements have been prepared in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest Pound.
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23.
This information is included in the consolidated financial statements of Doris Group SA as at 31 December 2023 and these financial statements may be obtained from www.infogreffe.com.
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
The Company’s and its subsidiary undertakings' business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives are described in the strategic report on pages 1 to 4 and the directors' report on pages 5 to 7.
The Company has sufficient financial resources and, through its subsidiaries, it has long-term contracts with a number of customers and suppliers. As a consequence, the directors believe that the Company is well placed to manage its business risks successfully.
The directors confirm that they have complied with these requirements and, having a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, will continue to adopt the going concern basis in preparing the accounts.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentation currency is Pound Sterling.
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 the Statement of Comprehensive Income 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 the Statement of Comprehensive Income within 'administrative expenses'.
- 16 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Turnover represents the invoiced value of management services provided to other group companies during the year. Turnover is recognised once the services have been performed.
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Interest receivable and similar income
|
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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Interest payable and similar expenses
|
Interest payable and similar expenses are charged to the Statement of Comprehensive Income 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.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.
- 17 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
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.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following basis:
Computer software - 33.3%
Amortisation is charged to 'administrative expenses' in the Statement of Comprehensive Income.
- 18 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.
Depreciation is charged to 'administrative expenses' in the Statement of Comprehensive Income.
Investments in subsidiaries are recognised at cost and are accounted for net of impairment losses. Income from investments is recognised in the Statement of Comprehensive Income.
At each reporting date, the Company reviews the carrying value of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.
The recoverable amount of an asset is the higher of fair value less costs to sell and value in use. Value in use is the present value of the future cash flows expected to be derived from the asset. The present value calculation involves estimating the future cash inflows and outflows to be derived from continuing use of the asset, and from its ultimate disposal, applying an appropriate discount rate to those future cash flows.
Where the recoverable amount of an asset is less than the carrying amount, an impairment loss is recognised immediately in the Statement of Comprehensive Income.
An impairment loss recognised for all assets is reversed in a subsequent year if, and only if, the reasons for the impairment loss have ceased to apply.
- 19 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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Cash and cash equivalents
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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.
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Creditors: amounts falling due within one year
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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.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Statement of Comprehensive Income.
- 20 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
- 21 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimates are revised, if the revision affects only that year, or in the year of the revision and future years, if the revision affects both current and future years.
3.1 Critical judgements in applying the Company’s accounting policies
The critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability.
The Company conducts impairment reviews of investments in subsidiaries whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable, or tests for impairment annually in accordance with the relevant accounting standards. Determining whether an asset is impaired requires an estimation of the recoverable amount, which requires the Company to estimate the value in use which is based on future cash flows and a suitable discount rate in order to calculate the present value. At the year end the Directors identified that the main trading subsidiary held by the Company was not performing and wouldn't produce the expected future cash flows, subsequently going into administration on 20 May 2024, leading to a large impairment charge in the year.
The Company establishes a provision for debts that are estimated not to be recoverable. When assessing recoverability the directors have considered factors such as the aging of the debts, past experience of recoverability, and the credit profile of individual or groups of customers.
There have been indicators of impairments identified during the current financial year in relation to investments held by the Company and amounts recoverable from external clients and entities within the Group. Further details are contained in note 15 and 16.
3.2 Key sources of estimation uncertainty
(i) Deferred tax assets
Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies. Further details are contained in note 18.
- 22 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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The operating (loss)/profit is stated after charging/(crediting):
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Amortisation of intangible assets (Note 13)
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Depreciation of tangible fixed assets (Note 14)
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Impairment of investment in subsidiaries (Note 15)
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Bad debt expense in relation to amounts due from subsidiaries (Note 16)
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Defined contribution pension cost (Note 21)
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Fees payable to the Company's auditor for the audit of the Company's financial statements
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Fees payable to the Company's auditor in respect of:
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- 23 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company transferred its employees to fellow subsidiary companies, ODE Asset Management Limited (ODEAM) and Offshore Design Engineering Limited (ODE), as part of a broader restructuring effort. This transfer, effective August 2023, was undertaken to optimise costs and align the Company’s operations with the organisational structure of its ultimate parent, Doris Group. Following this change, ODE Group Limited transitioned into a pure holding company role, ceasing to provide group administrative services.
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- 24 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Directors pension costs - defined contribution scheme
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During the year retirement benefits were accruing to 1 director (2022: 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £113,109 (2022: £210,031).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,934 (2022: £24,971).
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Total compensation of key management personnel during the year was £128,043 (2022: £235,002).
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Income from investments in subsidiaries
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Income from investments in subsidiaries
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Income from investments in subsidiaries relates to dividend income received from ODE Asset Management Limited.
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Interest receivable and similar income
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Interest receivable from group undertakings
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Other interest receivable
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Interest payable and similar expenses
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Interest payable to group undertakings
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- 25 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Origination and reversal of timing differences
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Taxation on (loss)/profit
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Factors affecting tax credit for the year
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The tax assessed for the year is higher than (2022: lower than) the standard rate of corporation tax in the UK of 23.52% (2022:19%). The differences are explained below:
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(Loss)/profit multiplied by standard rate of corporation tax in the UK of 23.52% (2022: 19%)
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Enhanced capital allowances
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Effects of group relief/other reliefs
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Total tax credit for the year
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Factors that may affect future tax charges
|
From 1 April 2023, the rate of corporation tax in the United Kingdom increased from 19% to 25%. Companies with profits of £50,000 or less are continuing to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase. Deferred tax recognised during the year has been calculated at 25%.
- 26 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiaries
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Investments in subsidiary undertakings
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During the year, the Company recognised an impairment charge of £6,204,776 in respect of Offshore Design Engineering Limited, which went into administration on 20 May 2024, as detailed on page 1 of the Strategic Report. The Company also recognised an impairment charge of £50 in AWC Technology Limited.
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- 29 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The following were subsidiary undertakings of the Company:
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ODE Asset Management Limited
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Nelson House, Beevor Road, Great Yarmouth, Norfolk, England, NR30 3QQ
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Duty holder services and operations and maintenance works for offshore oil and gas facilities
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Offshore Design Engineering Limited
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St George's House, 5 St. George's Road, Wimbledon, London, SW19 4DR
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Engineering and ancillary services to the oil and gas and renewable energy industries
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Building 24, Road 270, New Maadi, Cairo, Egypt
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1209 Orange Street, Corporation Trust Center, Wilmington, DE 19801, USA
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Engineering and ancillary services
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The Exchange No.1, 62-104 Market Street, Aberdeen AB11 5PJ
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Engineering and ancillary services
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Mergenthalerallee 73 - 75, c/o Rödl & Partner, 65760 Eschborn, Germany.
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Engineering and ancillary services
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- 30 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Due after more than one year
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During the year, the Company provided £1,304,005 in relation to amounts due from Offshore Design Engineering Limited which went into administration, after the year end.
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Amounts owed by group undertakings
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Prepayments and accrued income
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During the year, the Company provided £2,026,765 in relation to amounts due from Offshore Design Engineering Limited which went into administration, after the year end.
During the year, the Company wrote off a balance of £450,756 owned by AWC Technology Limited. Further details are contained in note 22.
Amounts owed by group undertakings are unsecured and a repayment plan is yet to be defined by the parties. A balance of £nil (2022: £944,903) attracts interest of 1%. The remaining balance is interest-free.
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Creditors: amounts falling due within one year
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Amounts owed to the ultimate parent company
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to the ultimate parent company are unsecured and a repayment plan is yet to be defined by the parties. A balance of £428,943 (2022: £882,797) attracts interest of 1%. The remaining balance is interest-free.
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- 31 -
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ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Credited to the Statement of Comprehensive Income
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Short term timing differences - non trading
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Allotted, called up and fully paid
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1,350,000 (2022: 1,350,000) Ordinary shares of £1 each
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The Company has one class of share; each share carries one voting right per share but no right to fixed income.
|
Share premium account
This reserve represents the amount above the nominal value received for issued share capital, less transaction costs.
Profit and loss account
This reserve represents the cumulative profits and losses of the Company.
- 32 -
|
ODE GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £174,073 (2022: £260,435). Contributions totalling £3,000 (2022: £22,274) were payable to the fund at the reporting date and are included in accruals.
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Related party transactions
|
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The Company is a wholly owned subsidiary of Doris Group SA, a company incorporated in France, and as such has taken advantage of the exemption permitted by FRS 102 section 33.1 Related Party Disclosure, not to provide disclosures of transaction entered into with other wholly owned members of the Group.
During the year the Company wrote off a balance of £450,756 owed by AWC Technology Limited, a subsidiary that is not wholly owned. As at 31 December 2023, £nil (2022: £282,398) is owed by AWC Technology Limited.
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Post balance sheet events
|
Offshore Design Engineering Limited ('ODE Limited') entered administration on 20 May 2024. The business activity of ODE Limited (Engineering services) is now carried out by DORIS Engineering UK Limited. The book value of the shares of ODE Limited as at 31 December 2023 has been assessed as nil which is a direct consequence of the administration of the Company. Since the administration, the trade and assets of ODE Limited were sold to Doris Engineering UK Limited which is not owned by ODE Group Limited, but is 100% owned by Doris Engineering Holding SAS, a subsidiary of ultimate parent and controlling undertaking, Doris Group SA.
The immediate parent undertaking and ultimate controlling party is Doris Group SA, a company incorporated in France.
The largest and smallest group in which the results of the Company are consolidated is Doris Group SA. Copies of the Group's consolidated financial statements can be obtained from www.infogreffe.com.
- 33 -
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