Caseware UK (AP4) 2024.0.164 2024.0.164 2024-12-312025-05-292025-05-292024-12-312025-05-292truefalsetruetruetruetrue2024-04-01falseNo description of principal activity2false SC575284 2024-04-01 2024-12-31 SC575284 2023-04-01 2024-03-31 SC575284 2024-12-31 SC575284 2024-03-31 SC575284 2023-04-01 SC575284 c:Exceptional 2024-04-01 2024-12-31 SC575284 c:Exceptional 2023-04-01 2024-03-31 SC575284 d:Director1 2024-04-01 2024-12-31 SC575284 d:Director1 2024-12-31 SC575284 d:Director2 2024-04-01 2024-12-31 SC575284 d:Director3 2024-04-01 2024-12-31 SC575284 d:Director3 2024-12-31 SC575284 d:RegisteredOffice 2024-04-01 2024-12-31 SC575284 c:CurrentFinancialInstruments 2024-12-31 SC575284 c:CurrentFinancialInstruments 2024-03-31 SC575284 c:CurrentFinancialInstruments c:WithinOneYear 2024-12-31 SC575284 c:CurrentFinancialInstruments c:WithinOneYear 2024-03-31 SC575284 c:ShareCapital 2024-12-31 SC575284 c:ShareCapital 2024-03-31 SC575284 c:ShareCapital 2023-04-01 SC575284 c:RetainedEarningsAccumulatedLosses 2024-04-01 2024-12-31 SC575284 c:RetainedEarningsAccumulatedLosses 2024-12-31 SC575284 c:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 SC575284 c:RetainedEarningsAccumulatedLosses 2024-03-31 SC575284 c:RetainedEarningsAccumulatedLosses 2023-04-01 SC575284 c:TaxLossesCarry-forwardsDeferredTax 2024-12-31 SC575284 c:TaxLossesCarry-forwardsDeferredTax 2024-03-31 SC575284 d:FRS102 2024-04-01 2024-12-31 SC575284 d:Audited 2024-04-01 2024-12-31 SC575284 d:FullAccounts 2024-04-01 2024-12-31 SC575284 d:PrivateLimitedCompanyLtd 2024-04-01 2024-12-31 SC575284 c:Subsidiary1 2024-04-01 2024-12-31 SC575284 c:Subsidiary1 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary2 2024-04-01 2024-12-31 SC575284 c:Subsidiary2 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary3 2024-04-01 2024-12-31 SC575284 c:Subsidiary3 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary5 2024-04-01 2024-12-31 SC575284 c:Subsidiary5 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary6 2024-04-01 2024-12-31 SC575284 c:Subsidiary6 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary7 2024-04-01 2024-12-31 SC575284 c:Subsidiary7 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary9 2024-04-01 2024-12-31 SC575284 c:Subsidiary9 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary10 2024-04-01 2024-12-31 SC575284 c:Subsidiary10 1 2024-04-01 2024-12-31 SC575284 c:Subsidiary11 2024-04-01 2024-12-31 SC575284 c:Subsidiary11 1 2024-04-01 2024-12-31 SC575284 4 2024-04-01 2024-12-31 SC575284 6 2024-04-01 2024-12-31 SC575284 e:PoundSterling 2024-04-01 2024-12-31 iso4217:GBP xbrli:shares xbrli:pure
Registered number: SC575284














ROVOP GROUP LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

 
ROVOP GROUP LIMITED
 

COMPANY INFORMATION


Directors
G Park (resigned 28 February 2025)
N Potter 
D Dundas (appointed 28 February 2025)




Registered number
SC575284



Registered office
Silvertrees Drive
Westhill

Aberdeen

AB32 6BH




Independent auditors
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
ROVOP GROUP LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 19


 
ROVOP GROUP LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The principal activity of the Company is that of a holding company for the trading activities of the ROVOP group.

Business review
 
The Company acts as an intermediate holding company between the ultimate parent ROVOP Holdings Limited and the Company's subsidiaries. As such the Company's primary function is to hold investments and intercompany loans within the Group. A full review of the business of the Group for the period is detailed in the consolidated financial statements of ROVOP Holdings Limited.

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

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

Page 1

 
ROVOP GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
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 in 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 desireability 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.



D Dundas
Director

Date: 29 May 2025

Page 2

 
ROVOP GROUP LIMITED
 
 
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.

Results and dividends

The profit for the 9 month period, after tax, amounted to £6,796,724 (2024 - £14,990).

There were no dividends paid during the financial year (2022 - £nil).

Directors

The directors who served during the 9 month period were:

G Park (resigned 28 February 2025)
N Potter 

Future developments

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

Engagement with employees

It is 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.

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the company since the year end.

Auditors

A resolution to appoint AAB Audit & Accountancy Limited as auditor of the company will be proposed at the next general meeting. 

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





D Dundas
Director

Date: 29 May 2025

Page 3

 
ROVOP GROUP LIMITED
 

DIRECTORS' 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 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 4

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

Opinion


We have audited the financial statements of Rovop Group 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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the 9 month period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


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


We have nothing to report in this regard.


Page 5

 
ROVOP GROUP LIMITED
 

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

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic report and the Directors' report for the financial 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.


Matters on which we are required to report by exception
 

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


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
ROVOP GROUP LIMITED
 

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

Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in 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:
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
Consideration of the assumptions applied whether the judgements applied in calculation of provisions were appropriate
Reviewed areas of judgement and tested a sample of journal entries for indicators of management bias
Performed analytical procedures to identify any unusual or unexpected relationships which may be an indication of material misstatement due to fraud



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


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


Page 7

 
ROVOP GROUP LIMITED
 

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

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





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

29 May 2025
Page 8

 
ROVOP GROUP LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

9 month period ended
31 December
Year ended
31 March
2024
2024
Note
£
£

  

Administrative expenses
  
(3,121)
14,990

Exceptional income
 7 
6,607,484
-

Operating profit
 4 
6,604,363
14,990

Tax on profit
  
192,361
-

Profit for the period
  
6,796,724
14,990

There was no other comprehensive income for the 9 months to 31 December 2024 (year ended 31 March 2024£NIL).

The notes on pages 12 to 19 form part of these financial statements.

Page 9

 
ROVOP GROUP LIMITED
REGISTERED NUMBER:SC575284

BALANCE SHEET
AS AT 31 DECEMBER 2024

31 December
31 March
2024
2024
Note
£
£

Fixed assets
  

Fixed asset investments
 8 
31,951,555
31,951,555

  
31,951,555
31,951,555

Current assets
  

Debtors: amounts falling due within one year
 9 
12,874,366
15,151,738

  
12,874,366
15,151,738

Creditors: amounts falling due within one year
 10 
(7,388,522)
(16,462,618)

Net current assets/(liabilities)
  
 
 
5,485,844
 
 
(1,310,880)

Total assets less current liabilities
  
37,437,399
30,640,675

  

Net assets
  
37,437,399
30,640,675


Capital and reserves
  

Called up share capital 
 12 
32,131,282
32,131,282

Profit and loss account
  
5,306,117
(1,490,607)

  
37,437,399
30,640,675


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




D Dundas
Director

Date: 29 May 2025

The notes on pages 12 to 19 form part of these financial statements.

Page 10

 
ROVOP GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 April 2023
32,131,282
(1,505,597)
30,625,685



Profit for the year
-
14,990
14,990



At 1 April 2024
32,131,282
(1,490,607)
30,640,675



Profit for the 9 month period
-
6,796,724
6,796,724


At 31 December 2024
32,131,282
5,306,117
37,437,399


The notes on pages 12 to 19 form part of these financial statements.

Page 11

 
ROVOP GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

1.


General information

The Company is a private company limited by shares and is incorporated in the UK. The address of the registered office is Silvertrees Drive, Westhill, Aberdeen, AB32 6BH. 
The principal activity of the Company is to provide management services and allocate group debt funding to the trading subsidiaries.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

  
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 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 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 Silvertrees Drive, Westhill, Aberdeen, United Kingdom, AB32 6BH.

 
2.3

Going concern

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

Page 12

 
ROVOP GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

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

Transactions and balances

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

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

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

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

 
2.5

Current and deferred taxation

The tax expense for the 9 month period comprises current and deferred tax. Tax is recognised in profit or loss 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 balance sheet 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 balance sheet 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 balance sheet date.


 
2.6

Exceptional items

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

Page 13

 
ROVOP GROUP LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Debtors

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

 
2.9

Creditors

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

 
2.10

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is 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 creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.

Page 14

 
ROVOP GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance sheet date and the amounts reported during the year for revenue and costs. However the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Management are not aware of any areas in the financial statements that require the exercise of significant judgement.


4.


Operating profit

The operating profit is stated after charging:

9 month period ended
31 December
Year ended
31 March
2024
2024
£
£

Exchange differences
13
135


5.


Auditors' remuneration

During the 9 month period, the Company obtained the following services from the Company's auditors and their associates:


9 month period ended
 31 December
Year ended
31 March
2024
2024
£
£

Fees payable to the Company's auditors and its associates for the audit of the Company's financial statements
2,750
2,850


6.


Employees

The average number of employees, including directors, during the period was 2 (year ended 31 March 2024 - 2).





Page 15

 
ROVOP GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

7.


Exceptional items

9 month period ended
31 December
Year ended
31 March
2024
2024
£
£


Intercompany loan forgiveness
6,607,484
-

6,607,484
-

During the period, the Company had intercompany loans that were forgiven as part of a group restructure. The directors believe this credit is exceptional in nature and required to be disclosed seperately as a result. 


8.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
31,951,555



At 31 December 2024
31,951,555






Net book value



At 31 December 2024
31,951,555



At 31 March 2024
31,951,555



Page 16

 
ROVOP GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

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

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

Page 17

 
ROVOP GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024

9.


Debtors

31 December
31 March
2024
2024
£
£


Amounts owed by group undertakings
12,682,005
15,148,238

Other debtors
-
3,500

Deferred taxation
192,361
-

12,874,366
15,151,738



10.


Creditors: Amounts falling due within one year

31 December
31 March
2024
2024
£
£

Amounts owed to group undertakings
7,388,522
16,462,613

Other creditors
-
5

7,388,522
16,462,618


The amounts owed to group undertakings include a loan of £Nil (March 2024 - £4,250,000) and interest accrued at 10.5% of £Nil (March 2024 - £2,357,483). The lender had agreed to waive the interest charge from 1 April 2023. The loan notes were settled in full during the period by a forgiveness of the amounts due.


11.


Deferred taxation






2024


£






Charged to profit or loss
192,361



At end of year
192,361

Page 18

 
ROVOP GROUP LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 9 MONTH PERIOD ENDED 31 DECEMBER 2024
 
11.Deferred taxation (continued)

The deferred tax asset is made up as follows:

31 December
31 March
2024
2024
£
£


Tax losses carried forward
192,361
-

192,361
-


12.


Share capital

31 December
31 March
2024
2024
£
£
Allotted, called up and fully paid



321,312,820 (March 2024 - 321,312,820) Ordinary shares of £0.10 each
32,131,282
32,131,282



13.


Contingent liabilities

The Company has provided security in the form of a fixed and floating charge as a guarantee in relation to loan borrowings by a fellow group company. Due to a group restructure, this loan was repaid in full on 2 May 2024 and the security discharged. 


14.


Related party transactions

The Company has taken advantage of the exemption from disclosing transactions with subsidiaries that are 100% owned under section 33 of FRS 102. 


15.


Controlling party

The immediate parent company at 31 December 2024 is ROVOP Midco Limited, a company incorporated in Scotland with its registered office at Silvertrees Drive, Westhill, Aberdeen, United Kingdom, AB32 6BH. 
The Company is included in the consolidated financial statements of ROVOP Holdings Limited, a company incorporated in Scotland with its registered office at Silvertrees Drive, Westhill, Aberdeen, United Kingdom, AB32 6BH, for the period ended 31 December 2024. This is the only company in the group to prepare consolidated financial statements.
Copies of the consolidated financial statements of ROVOP Holdings Limited can be requested from Silvertrees Drive, Westhill, Aberdeen, United Kingdom, AB32 6BH.
From 2 May 2024, there was a change in ownership of ROVOP Holdings Limted with C-ROVOP LLC, a company incorporated in the USA, becoming the ultimate parent company.


Page 19