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Registered number:
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
The principal activity of the Company is the provision of remotely operated vehicle (ROV) services to the oil & gas, offshore wind and utilities industries.
The Company delivered revenue for the 9 month period to 31 December 2024 of £54.4m (12 month period ended 31 March 2024: £53.7m) and gross profit of £18.0m (March 2024: £13.0m). This performance reflects stable activity levels across the portfolio of contracts during the period as well as strong operational delivery.
EBITDA* performance was again the main driver of the cash balance of the Company increasing to £12.4m (March 2024: £9.3m). On 2nd May 2024 the Company’s ultimate parent was sold to an entity controlled by Edison Chouest Offshore, a family business based in Louisiana, USA. The business owns and operates vessels, shipyards and ports as well as a subsea services division. As part of the larger group, the Company will benefit from further investment in both people and assets to continue the strong growth seen in recent years. *Profit before interest, tax, depreciation, amortisation, foreign exchange and exceptional items.
As reported in last year’s accounts, the Group, in conjunction with shareholders, has continued to focus on Environmental, Social and Governance (ESG) and has now embedded environmental awareness and reporting into its core practices and beliefs.
The Company continues to see strength in Renewables and is actively focusing on securing new opportunities in non-oil and gas both in terms of offshore wind construction and, particularly, cable lay. These areas now constitute a significant percentage of the Company’s revenue, and it is anticipated that this will continue to be the case based on the current customer and vessel mix.
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STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
Market risk
The business primarily operates in the subsea drill support, survey construction, inspection, repair, maintenance and decommissioning markets for oil, gas and offshore wind markets on a worldwide basis. Success is driven by the Company's ability to successfully tender, win and execute projects across these markets. The principal risks and uncertainties arise from the impact on the business of market conditions in its operating markets. Oil prices have historically been a key driver of these conditions and have been impacted significantly over the last twelve months by supply issues, most recently due to the conflict in Ukraine. As noted previously the oil price is a key factor in the levels of capital expenditure by certain customers with consequent impacts on trading levels and market prices. The Company continues to benefit from high levels of sector expenditure. The focus on energy transition over the last 12-18 months has presented the business with both opportunity and risk but the emerging balanced view towards energy security presents a positive outlook for both traditional and new energy and the Group is well positioned to serve both sectors. Liquidity risk The Company manages its liquidity risk by matching long term assets with long term debt and by maintaining sufficient cash and availability of funding through an adequate amount of committed credit facilities. Currency risk The Company's exposure to the risk of changes in foreign currency rates relates primarily to its operating activities (when revenue or expenses are denominated in a different currency from the Company's functional currency). The Company's principal exposure arises from income denominated in US Dollars (USD), with costs principally denominated in Sterling (GBP) which are not fully matched. Credit risk The Company has trade debtors of £12.8m (March 2024: £10.8m) and bank balances of £12.4m (March 2024: £9.3m). The Company has established procedures to minimise the risk of default by trade debtors including detailed credit checks undertaken before a customer is accepted.
The Company sets a series of Key Performance Indicators (KPIs) related to the financial performance of the business within its annual budget and monitors these throughout the year.
KPIs are reviewed on a weekly basis and as well as financial KPI's such as revenue, ROV days delivered, project contribution per ROV day and EBITDA, there is also discussion on HSEQ, HR, Operations and ESG data. A key operational KPI is commercial asset utilisation as this is a key driver of profitability. Return on capital employed is another important metric reviewed on a regular basis, mainly when pricing potential new projects and making capital expenditure decisions.
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STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
Section 172 (1) (a) to (f) requires the Company directors to consider, both individually and collectively, that they have acted in the way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in the decisions taken during the current year.
∙When making these decisions the directors have given regard to:
∙The likely consequences of any decisions on the long-term
∙The interests of the Company’s employees
∙The need to foster the Company’s business relationships with suppliers, customers and others
∙The impact of the Company’s operations on the community and environment
∙The desirability of the Company maintaining a reputation for high standards of business conduct, and
∙The need to act fairly between shareholders of the Company
The majority of stakeholder engagement is carried out by the Board of directors who meet on a regular basis. The Board considers and discusses information from across the organisation to help it understand the impact of the Company’s operations, and the interests and views of our key stakeholders. It also reviews strategy, financial and operational performance as well as information covering areas such as key risks, and legal and regulatory compliance.
As a result of these activities, the Board has an overview of engagement with stakeholders, and other relevant factors, which enables the directors to comply with their legal duty under section 172 of the Companies Act 2006
This report was approved by the Board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the 9 month period ended 31 December 2024.
The profit for the 9 month period, after taxation, amounted to £11,602,108 (Year ended 31 March 2024 - £3,122,171).
EBITDA before exceptional items was £11,205,528 (March 2024 - £6,104,994).
The directors who served during the 9 month period were:
The directors are confident that the prospects for the market for the Company’s services, coupled with the wider global customer base that has been built up over the last two years, will continue to drive growth in the business. The Company continues to generate a significant portion of its revenue from offshore wind construction and cable lay. Activity on the vessels on which our assets are placed continues to be strong and looks set to continue for the foreseeable future. The change in ownership post year end also brings new opportunities for growth, allowing ROVOP to utilise assets and service personnel controlled by the wider group.
The Group and Company continues to look for innovative systems and processes to ensure a high-quality service delivery.
It is a Company policy that management should consult regularly with employees on matters which affect their employment and that their views should be taken into consideration when decisions are made which will affect their interests.
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DIRECTORS' REPORT (CONTINUED)
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
The Company fully recognises its responsibility to protect the environment and has a strong environmental policy, objectives and guidelines in place which are reviewed and updated regularly. The Company complies with all regulations covering the processing and disposal of toxic & non-toxic waste and uses qualified licensed contractors for the collection and disposal of waste where appropriate.
The following disclosures cover the Company's emissions for the financial periods ending 31 March 2024 and 31 December 2024:
Energy use
During the current reporting period, a total of 182,655kWh (March 2024: 272,249kWh) of energy was used and a total of 40 tonnes of CO2e (March 2024: 57 tonnes of CO2e) was emitted.
The intensity ratio used to measure emissions is based on the tonnes of CO2 emissions per average employee in UK companies. In the period to 31 December 2024 the intensity ratio for the UK group companies is 0.13 (March 24 - 0.21).
The decrease can be explained by the change in reporting period as opposed to additional efficiency savings. The current reporting period is shorter (9 months vs 12 months) and excludes Jan-Mar which are typically higher use months due to the colder weather.
Energy efficiency action
The Company is committed to energy efficiency and the protection of the environment. This commitment and the Company’s intentions are outlined in the corporate HSEQ policy, and procedures are in place to assess environmental aspects and impacts and reduce the corporate impact on the environment. Examples of measures the Company takes to reduce environmental impacts and increase the efficiency of energy consumption are provided as follows:
∙Modern buildings with motion activated LED lighting systems
∙Thermostatic controls on heating and cooling systems
∙Commitment to electricity and gas use reduction year on year contained within the corporate management system objectives
∙Roll out of Carbon Net Zero Road Map to plan progress towards attainment of Net Zero operations in line with the government's 2050 target
∙ROVOP is fully certified in line with ISO 140001:2015, by NQA
There have been no significant events affecting the Company since the period end.
A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting.
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DIRECTORS' REPORT (CONTINUED)
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
This report was approved by the Board and signed on its behalf.
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DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 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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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP LIMITED
We have audited the financial statements of ROVOP Limited (the 'Company') for the 9 month period ended 31 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial 9 month period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 this context were the Companies Act 2006 and UK 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:
∙timing of revenue recognition
∙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, designed audit procedures to address these risks including:
∙reviewed internal documentation and correspondence with regulators for evidence or irregularities
∙vouching the timing and completeness of revenue
∙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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROVOP LIMITED (CONTINUED)
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 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.
for and on behalf of
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
29 May 2025
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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BALANCE SHEET
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the Board and were signed on its behalf by:
The notes on pages 15 to 29 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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 the provision of remotely operated vehicle (ROV) services to the oil & gas and offshore wind and utilities industries.
The Group is now in a strong position with regards to availability of working capital to meet its ongoing obligations and trade successfully. During the financial year demand for services increased significantly and strong revenue levels post year end are ensuring there continues to be sufficient working capital for the Group 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
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 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 December 2024 and these financial statements may be obtained from Companies House.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
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 profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan. Financial assets that are measured at cost and amortised cost 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. For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date. Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
The Company contributes to 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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds. Provisions are charged as an expense to the Statement of comprehensive income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Balance sheet.
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
Increases in provisions are generally charged as an expense to profit or loss.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
3.Accounting policies (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
Useful economic lives of tangible fixed assets The annual depreciation charge for tangible fixed assets is sensitive to changes in the useful economic lives and residual values of the assets. Useful lives and residual values are reassessed annually. They are assessed where necessary to reflect current estimates based on economic utilisation and physical condition. Impairment of debtors The Company makes an assessment of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management consider various factors including the ageing profile of debtors and historical experience. On this basis, certain overdue balance has been fully provided for. The trade debtors figure in Note 14 is shown net of this provision. Tax 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 capital investment plans. The deferred tax asset has been recognised as the expectation is that this will reverse in future periods.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
11.Tax (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
Page 26
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
The Company contributes to 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 scheme and amounted to £229,248 (March 2024 - £276,464). Contributions totalling £100,772 (March 2024 - £84,399) were payable to the fund at the balance sheet date and are included in creditors.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
The immediate parent company at 31 December 2024 is
The Company is included in the consolidated financial statements of Copies of the consolidated financial statements of ROVOP Holdings Limited can be requested from Silvertrees Drive, Westhill, Aberdeen, United Kingdom, AB32 6BH. From 2 May 2024, there was a change in ownership of ROVOP Holdings Limited with C-ROVOP LLC, a company incorporated in the USA, becoming the ultimate parent company.
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