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Registered number: 00300721









NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
COMPANY INFORMATION


Directors
C P O'Neil 
I Broughton 




Company secretary
M J Quilter



Registered number
00300721



Registered office
Stonedale Road
Unit 10 Oldends Lane Industrial Estate

Stonehouse

Gloucestershire

GL10 3RQ




Independent auditor
Ernst & Young LLP

2 St Peters Square

Manchester

M2 3EY





 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

CONTENTS



Page
Strategic Report
1 - 6
Directors' Report
7 - 10
Directors' Responsibilities Statement
11
Independent Auditor's Report
12 - 15
Profit and Loss Account
16
Statement of Comprehensive Income
17
Balance Sheet
18
Statement of Changes in Equity
19
Notes to the Financial Statements
20 - 45


 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The Directors present their Strategic Report for the year ended 31 December 2024.

Business review
 
The Company's principal activities during the year were the manufacturing and sale of pumping and waste water equipment in industrial markets as well as machining, non-destructive testing, fabrication, fitting and assembly work.
The Company is a wholly owned subsidiary of NOV Inc. and operates within NOV Inc.'s Fluid Motion Solutions business unit, created to allow the group to become more focused on an industrial strategy and vision which will grow our existing product offering to better support our current markets, and also enter potential new markets.

Financial key performance indicators
 
The Company's financial key performance indicators during the year were as follows: 

2024
2023
£000
£000


Turnover
62,504
54,848

Gross profit
9,734
6,990

Profit/(loss) before taxation
2,907
(1,531)

Equity shareholders' funds
46,686
44,534

Turnover for the year amounted to £62,504,000, compared to £54,848,000 in the prior year. The Company reported a gross profit of £9,734,000 in 2024, representing a gross profit margin of 16%, compared to £6,990,000 in 2023, representing a gross profit margin of 13%.
The Company reported a profit before taxation of £2,907,000 compared to a loss before taxation of £1,531,000 in 2023.
The improvement in results was due to market share gains and targeted pricing initiatives especially with intercompany partners. 
Shareholders' funds increased from £44,534,000 to £46,686,000 mainly due to the profit for the year. No dividends were distributed during the year (2023 - nil).

Future developments

The Company remains optimistic regarding opportunities to develop new distribution channels and generate additional demand from new products, underpinned by the continued focus on cost control and efficiency improvements within the business.  Notwithstanding this optimism, the Company remains committed to streamlining its operations and improving organisational efficiencies while continuing to focus on the capital investment strategies of our customers to ensure our investments in innovative products and services, including environmentally friendly technologies, are responsive to their longer-term investment outlook.  We believe this strategy will further advance the Company’s competitive position, regardless of the market environment.

Page 1

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties

Market risks
The sale of waste water equipment is largely transacted under medium term supply agreements.  Renewal of these agreements is uncertain and largely based on financial and performance criteria.  The demand for pumps and associated spares is partly influenced by macroeconomic factors, which the Company cannot influence.
Foreign exchange risk
The Company is exposed to foreign currency exchange rate fluctuations, primarily between sterling and the US dollar. Majority of sales are denominated in US dollars and so fluctuations in that currency during the year will directly affect margins when those sales are translated into pounds sterling.  The Company manages this risk by recognising when foreign currency exposure is expected and minimises the risk accordingly.
Other risks and uncertainties
In common with many other manufacturing companies, the increase in the cost of raw materials, particularly steel, is putting margins under pressure.

Page 2

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The Company is a wholly-owned subsidiary of NOV Inc. (“NOV”).  NOV and the Company are committed to, and recognise the importance of, good corporate governance and high ethical standards. Information on NOV’s Corporate Governance and Corporate Responsibility, including an introduction to the NOV Board of Directors and the relevant governance of the NOV group of companies, can be found at www.nov.com under the relevant section. 
The Company’s Directors are fully aware of their duties under Section 172 of the UK Companies Act 2006.
Section 172 of the Companies Act 2006 requires
 that a director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:  
a) the likely consequences of any decisions in the long-term;
b) the interests of the company’s employees;
c) the need to foster the company’s business relationships with suppliers, customers and others;
d) the impact of the company’s operations on the community and environment;
e) the desirability of the company maintaining a reputation for high standards of business conduct; and
f) the need to act fairly as between members of the company.
The Directors and senior management of the Company execute decision-making with the above principles embedded in their consideration. Stakeholder groups include shareholders, employees, customers, suppliers, the local communities in which the Company operates, trade unions, pension trustees, regulators, government agencies, and non-governmental organisations.
Stakeholder engagement at the Company is conducted at the level and in a format best suited to the context and the stakeholder. Depending on the stakeholder this engagement may be globally, locally, regionally or functionally, and may be by the board or senior management of the Company.
The below table sets out the Company’s key stakeholder groups, their material issues and how the Company engages with and considers the interest of each group.
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Page 3

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company (continued)

ole7780.png

Page 4

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company (continued)

ole1f69.png

Page 5

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company (continued)

Stakeholder Group
Material Issues 
How the Company engages and considers stakeholder interests


Local UK Communities

­Credibility, trust, reliability and reputation

­Long-term partnerships with a collaborative approach

­NOV, including the Company, is committed to making a positive impact in the communities in which its employees live and work. We do this through corporate donations, both monetary and in-kind, and employee voluntary hours. We continue to focus on education, poverty, children, and human rights. Many of our community investment initiatives are employee-led and company-supported, and truly represent the giving spirit of the global NOV family. This not only strengthens community ties, but also helps the Company to build NOV’s brand awareness and reputation in the local communities and makes the Company a more attractive long-term partner for potential employee candidates, customers, and suppliers.

­The Company supports and encourages its employees to be involved in their local communities. Our employees continue to support local charities through fundraisers and charity appeals. For example, NOV supported The Giving Tree Aberdeen, an initiative aimed at bringing joy and essential support to families in need during the festive season. NOV also supported Mind UK, a charity that assists people with their mental health.

­The Company makes regular donations to charitable causes, for example, NOV made a financial gift to: Charlie House which has the goal of improving quality of life for young people in the North East of Scotland who have life limiting or threatening conditions; to RNLI whose volunteers help save lives at sea; and to Fife Gingerbread, a voluntary sector organisation that provides advice and support to lone parents and families in need all over Fife.

 


This report was approved by the board on 29 September 2025 and signed on its behalf.



I Broughton
Director

Page 6

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors present their report and the financial statements for the year ended 31 December 2024.

Results and dividends

The profit for the year, after taxation, amounted to £2,182,000 (2023 - loss £1,174,000).

No dividends were paid or proposed during either year.

Directors

The Directors who served during the year and to the date of this report were:

C P O'Neil 
I Broughton 

Future developments

Likely future developments in the business of the Company are discussed in the Strategic Report.

Financial instruments

Interest rate risk
Exposure to interest rate risk is limited to movements in the UK and US base rates. However, as the Company has no external debt, its exposure to interest rate risk is considered low.
Liquidity risk
The Company is a participant in a Zero Balancing Arrangement ("ZBA") cash pool facility headed by its parent undertaking, National Oilwell Varco UK Limited. This means the Company is charged no interest on its negative cash position. This ZBA arrangement allows for cash to be available to the Company to assist with working capital and liquidity needs as and when necessary. As such, the Directors consider the Company’s exposure to liquidity risk to be low.
Credit risk
The Company does have an element of credit risk attributable to its trade receivables, but is rigorous in its financial appraisal of potential customers before entering into sales contracts. The Company has a large and geographically diverse customer base which also mitigates the potential exposure on receivables. The amounts presented in the Balance Sheet are shown net of provisions for doubtful receivables. An allowance for impairment has been made where there is an identifiable loss event, or the likelihood of failure to be able to collect amounts based on previous experience and the current business situation for specific customers.
Price risk
The Directors believe that the Company is well placed to mitigate against this risk due to its diversity of product and flexibility of service.

Research and development activities

The Company continues to develop and enhance its product offering across all sectors.  The total research and development spend in 2024 was £429,000 (2023 - £166,000)

Page 7

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with employees

The Company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Company.  This is achieved through formal and informal meetings.  Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests. 

Disabled employees

The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person.  Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever appropriate. 

Going concern

The Directors have considered the Company's current and future prospects and its availability of financing, and are satisfied that the Company can continue to pay its liabilities as they fall due for a period up to 31 December 2026. The Company is a participant in a Zero Balancing Arrangement ("ZBA") cash pool facility headed by its parent undertaking, National Oilwell Varco UK Limited. This ZBA arrangement allows for cash to be available to the Company to assist with working capital and liquidity needs as and when necessary. Based on a review of forecasts and funding for the Company through to 31 December 2026, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have no reason to believe that a material uncertainty exists that may cast significant doubt over the ability of the Company to continue as a going concern. In the event that the Company requires assistance to meet its financial obligations, then the immediate parent would be able to provide support to the Company. The Directors have received a letter of support from the immediate parent confirming it will provide financial support to the Company if needed, for a period up to 31 December 2026. The Directors have assessed the ability of the immediate parent to provide financial support and are confident that the  immediate parent has adequate cash resources to assist the Company in meeting its liabilities as and when they fall due, if necessary. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Directors recognise that our operations have an environmental impact and as we grow and develop our business, we need to take steps to mitigate equivalent increases in our emissions where we can do so.
As a business we are also aware of our reporting obligations under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018. As such, we are reporting our greenhouse gas emissions (GHG) publicly on an annual basis. We first reported in 2020 and will build on this baseline for the business going forward. Results from 2024 are presented alongside results from 2023 to allow comparison.
The SECR reporting requirements for the first-year reporting for a Large Unquoted Company are listed below:
UK Energy Use and Associated Carbon Emissions
Scope 1 (Direct GHG Emissions)
• Combustion of fuel (e.g. natural gas);
• Mobile combustion – fuels used in transportation; and
• Facility operation – process emissions, or fugitive emissions (such as refrigerants).
Scope 2 (Indirect Emissions)
• Electricity Consumption (market and location based) 
 
Page 8

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Greenhouse gas emissions, energy consumption and energy efficiency action (continued)

We report on all material emissions in scope 1 and 2, using an operational control approach.  The methodology used to compile our greenhouse gas emissions inventory is in accordance with the requirements of the following standards: the WRI GHG Protocol Corporate Standard (revised version) and Defra’s Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements (March 2019).
Results


2024
Carbon Emissions (tCO2e)
2023
Carbon Emissions (tCO2e)

Scope 1 - Emissions resulting from activities for which the Company is responsible involving the combustion of gas or consumption of fuel for the purposes of transport
977.60
978.39

Scope 2 - Emissions resulting from the purchase of the electricity by the Company for its own use, including the purposes of transport
1,031.58
1,104.77

Intensity Metric

Intensity ratios are used to standardise reporting and the comparison of emissions data, an intensity metric of tCO2e per £million has been applied for the annual emissions of the Company:

2024
2023
Carbon Emissions (tCO2e)

2,009.18

2,083.16
 
Company revenue (£million)

62.5

54.85
 
Carbon Intensity (tCO2e/£million)

32.15

37.98
 







Energy Efficiency and Improvements
National Oilwell Varco UK Limited, the immediate parent undertaking, qualifies as a large entity under Energy Savings Opportunity Scheme (ESOS).  Under ESOS, NOV completed audits at multiple facilities across the UK. Potential improvement actions were identified for each location, and these were subsequently reviewed by the relevant management teams. In accordance with ESOS, NOV submitted its improvement plan during Q1 2025. The process for the ongoing review of the actions identified within the improvement plan was discussed during the Q2 2025 UK leadership meeting.
In 2024, the total emissions for the Company indicates an decrease compared to 2023, declining from 2,083.16 tCO2e to 2,009.18 tCO2e whilst also achieving an increase in Company revenue. In turn this has led to a decrease in carbon intensity of the Company, going from 37.98 to 32.15. The measures successfully delivered to date reflects positively on the Company's efforts to improve energy efficiency and performance. 

Page 9

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Disclosure of information to auditor

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.

Post balance sheet events

There were no significant post balance sheet events impacting the Company after the reporting period. 

Auditor

Under section 487 of the Companies Act 2006, Ernst & Young LLP will be deemed to have been reappointed as auditors of the Company.
 

This report was approved by the board on 29 September 2025 and signed on its behalf.
 



I Broughton
Director

Page 10

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable United Kingdom 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 Financial Reporting Standard FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). 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 in accordance with Section 10 of FRS 102  and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; 
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; 
provide additional disclosures when compliance with the specific requirements in FRS 102 is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s financial position and financial performance;
state whether applicable UK Accounting Standards, including FRS 102, 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.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a Directors’ Report, that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website.

Page 11

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED

Opinion


We have audited the financial statements of NOV Process & Flow Technologies UK Limited for the year ended 31 December 2024, which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of changes in equity and the related notes 1 to 27, 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 FRS102 ‘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 company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 to 31 December 2026.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as a going concern.


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 this report, we do not express any form of assurance conclusion thereon.

Page 12

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED (CONTINUED)


Other information (continued)
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 the 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 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 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 11, 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 13

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED (CONTINUED)

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.


Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
 
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are FRS 102 and the Companies Act 2006.
We understood how NOV Process & Flow Technologies UK Limited is complying with those frameworks by making enquiries of management to understand how the Company maintains and communicates its policies and procedures in these areas and corroborated this by reviewing supporting documentation and minutes of meetings of those charged with governance.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur through internal team conversations and inquiry of management and those charged with governance.
We considered there to be a fraud risk around revenue recognition, particularly, in and around the year end. We used data analytics tools to perform a correlation analysis between revenue, deferred income and cash. Using the correlation, we tested that the flow of transactions is in line with our expectations and identified and tested unusual and unexpected journals which could be evidence of management override of controls. We verified the underlying data driving our correlation analysis by tracing a sample of cash transactions, selected at random throughout the year, to bank statements to verify the cash entries represent real cash receipts and also performed cut-off testing around year end transactions to ensure revenue is recognised in the correct period.
We considered the risk of management override by investigating identified postings and transactions, which do not meet our expectations based on predefined and specific criteria, to gain an understanding for the rationale of the posting and then agreeing to source documentation.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. In addition to those set out above, we completed procedures to conclude on the disclosures in the financial statements with the requirements of the relevant accounting standards and UK legislation.


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 auditor's report.


Page 14

 
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NOV PROCESS & FLOW TECHNOLOGIES UK 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 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.





Kate Hindle (Senior Statutory Auditor)
  
for and on behalf of
Ernst & Young LLP, Statutory Auditor
 
Manchester

29 September 2025
Page 15

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£000
£000

  

Turnover
 4 
62,504
54,848

Cost of sales
  
(52,770)
(47,858)

Gross profit
  
9,734
6,990

Distribution costs
  
(2,655)
(3,071)

Administrative expenses
  
(4,502)
(5,852)

Other operating income
  
135
206

Operating profit/(loss)
 5 
2,712
(1,727)

Interest receivable
 9 
195
196

Profit/(loss) before tax
  
2,907
(1,531)

Tax on profit/(loss)
 10 
(725)
357

Profit/(loss) for the financial year
  
2,182
(1,174)

All results are from continuing operations.
The notes on pages 20 to 45 form part of these financial statements.

Page 16

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£000
£000


Profit/(loss) for the financial year

  

2,182
(1,174)

Other comprehensive income
  


Actuarial loss on defined benefit schemes
 24 
(1,794)
(2,059)

Change in irrecoverable plan surplus not recognised
 24 
1,707
1,711

Movement on deferred tax relating to pension liability
 17 
22
87

Other comprehensive loss for the year
  
(65)
(261)

Total comprehensive income/(loss) for the year
  
2,117
(1,435)

The notes on pages 20 to 45 form part of these financial statements.

Page 17

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
REGISTERED NUMBER: 00300721

BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£000
£000

Fixed assets
  

Tangible assets
 11 
20,363
21,133

Investments
 12 
501
501

  
20,864
21,634

Current assets
  

Stocks
 13 
12,983
12,881

Debtors
 14 
29,130
30,576

  
42,113
43,457

Creditors: amounts falling due within one year
 15 
(16,122)
(20,331)

Net current assets
  
 
 
25,991
 
 
23,126

Total assets less current liabilities
  
46,855
44,760

Provisions for liabilities
  

Other provisions
 17 
(169)
(226)

Net assets
  
46,686
44,534


Capital and reserves
  

Called up share capital 
 18 
500
500

Share premium account
 19 
21,900
21,900

Share based payment reserve
 19 
273
360

Merger reserve
 19 
(2,715)
(2,715)

Profit and loss account
       
26,728
24,489

  
46,686
44,534


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.


I Broughton
Director

The notes on pages 20 to 45 form part of these financial statements.

Page 18

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share premium account
Share based payment reserve
Merger reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000
£000


At 1 January 2023
500
21,900
360
(2,715)
25,912
45,957


Comprehensive loss for the year

Loss for the year
-
-
-
-
(1,174)
(1,174)

Actuarial losses on pension schemes (note 23)
-
-
-
-
(348)
(348)

Deferred tax relating to pension schemes (note 16)
-
-
-
-
87
87
Total comprehensive loss for the year
-
-
-
-
(1,435)
(1,435)

Share based payments (note 20)
-
-
183
-
-
183

Amounts paid to fellow subsidiary for vested awards (note 19)
-
-
(171)
-
-
(171)

Realisation of Share based payment reserve (note 19)
-
-
(12)
-
12
-



At 1 January 2024
500
21,900
360
(2,715)
24,489
44,534


Comprehensive income for the year

Profit for the year
-
-
-
-
2,182
2,182

Actuarial losses on pension schemes (note 23)
-
-
-
-
(87)
(87)

Deferred tax relating to pension schemes (note 16)
-
-
-
-
22
22
Total comprehensive income for the year
-
-
-
-
2,117
2,117

Share based payments (note 20)
-
-
172
-
-
172

Amounts paid to fellow subsidiary for vested awards (note 19)
-
-
(137)
-
-
(137)

Realisation of Share based payment reserve (note 19)
-
-
(122)
-
122
-


At 31 December 2024
500
21,900
273
(2,715)
26,728
46,686


Page 19

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

NOV Process & Flow Technologies UK Limited is a limited liability company incorporated in England and Wales, limited by shares. The registered office is Stonedale Road, Unit 10 Oldends Lane Industrial Estate, Stonehouse, Gloucestershire, GL10 3RQ. 

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 FRS 102 'The Financial Reporting Standard applicable in the UK and 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 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.
The information required by sections 11, 12 and 26 noted above is included in the consolidated financial statements of NOV Inc. as at 31 December 2024 and these financial statements may be obtained from its principal office at 10353 Richmond Avenue, Houston, Texas, 77042, USA.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a wholly owned subsidiary company of NOV Inc. and the Company and all of its subsidiary undertakings are included in the consolidated accounts of NOV Inc. The registered office of NOV Inc. is 10353 Richmond Avenue, Houston, Texas, 77042, USA. The Company is therefore exempt from the requirement to prepare group accounts by virtue of section 401 of the Companies Act 2006. These financial statements therefore present information about the Company as an individual undertaking and not about its group.

Page 20

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

The Directors have considered the Company's current and future prospects and its availability of financing, and are satisfied that the Company can continue to pay its liabilities as they fall due for a period up to 31 December 2026. The Company is a participant in a Zero Balancing Arrangement ("ZBA") cash pool facility headed by its parent undertaking, National Oilwell Varco UK Limited. This ZBA arrangement allows for cash to be available to the Company to assist with working capital and liquidity needs as and when necessary. Based on a review of forecasts and funding for the Company through to 31 December 2026, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and have no reason to believe that a material uncertainty exists that may cast significant doubt over the ability of the Company to continue as a going concern. In the event that the Company requires assistance to meet its financial obligations, then the immediate parent would be able to provide support to the Company. The Directors have received a letter of support from the immediate parent confirming it will provide financial support to the Company if needed, for a period up to 31 December 2026. The Directors have assessed the ability of the immediate parent to provide financial support and are confident that the  immediate parent has adequate cash resources to assist the Company in meeting its liabilities as and when they fall due, if necessary. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

 
2.5

Foreign currency translation

Functional and presentation currency
The Company's functional and presentation currency is British pound sterling (GBP). The Company's financial statements are prepared in GBP and rounded to the nearest £'000.

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 Profit and Loss Account except when deferred in Other comprehensive income as qualifying cash flow hedges.
All foreign exchange gains and losses are presented in the Profit and Loss Account within 'Administrative expenses'.

  
2.6

Group reconstructions

The Company accounts for group reconstructions, where the trade and net assets of an entity are acquired from an entity within the same group, using the merger accounting method.

Page 21

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue 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 revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Revenue from contracts with customers 
Revenue from contracts with customers is recognised when the promised services are provided to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services.  Accrued income is initially recognised and subsequently reclassified to trade receivables as the work is complete.  Deferred income is recognised on receipt of advances received from customers and for billing in excess of cost.

 
2.8

Interest income

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

Page 22

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Tangible fixed assets

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.
The Company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Land and construction in progress are not depreciated.  Depreciation on other assets 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:

Freehold buildings
-
30 years
Plant and machinery
-
3 - 10 years

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 Profit and Loss Account.

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

Research and development costs

Research and development expenditure is written off in the year in which it is incurred, except that development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably be regarded as assured.  Any expenditure carried forward is amortised in line with the expected future sales from the related project.

Page 23

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each Balance Sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.13

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.

 
2.14

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.

 
2.15

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Profit and Loss Account in the same period as the related expenditure.

  
2.16

Operating leases: Lessor

Assets subject to operating leases are presented in the Balance Sheet according to the nature of the asset. 
Income from operating leases is recognised in the Profit and Loss Account on a straight line basis over the period of the lease.

 
2.17

Operating leases: Lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Page 24

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.18

Share-based payments

The Company participates in a group share-based payment plan, in which the ultimate parent grants share options and restricted shares directly to the employees of the Company. These share-based payment transactions are treated as equity-settled in the financial statements of the Company as there is no obligation to provide shares to its employees. 
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the ultimate parent company (market conditions). No expense is recognised for awards that do not ultimately vest for failure to meet service conditions or non-market vesting conditions.
At each Balance Sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions on the number of equity instruments that will ultimately vest as described above. The movement in cumulative expense since the previous Balance Sheet date is recognised in the Profit and Loss Account, with a corresponding entry in equity.
There is a contractual recharge agreement in place requiring the Company to reimburse a fellow group company for the cost of the share-based payments. The cost of these transactions to the Company is measured at fair value, which is established initially at the grant date and at each Balance Sheet date thereafter until the awards are settled. During the vesting period a liability is recognised representing the product of the fair value of the award and the portion of the vesting period expired as at the Balance Sheet date. From the end of the vesting period until settlement, the liability represents the full fair value of the award as at the balance sheet date. The liability recognised during the vesting period and changes in the carrying amount for the liability are recognised in equity as a repayment of capital contribution for the equity-settled awards and anything in excess of that contribution is a distribution.

Page 25

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.19

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, 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 accounted for on an undiscounted basis and 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.

 
2.20

Provisions for liabilities

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.

Page 26

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.21

Pensions

The Company operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Company to the fund in respect of the year.

The Company is the sponsoring employer of two defined benefit pension schemes, the assets of which are held separately from those of the Company in trustee administered funds.
The cost of providing benefits under the defined benefit schemes is determined using the projected unit credit method, which attributes entitlement to benefits to the current period (to determine current service cost) and to the current and prior periods (to determine the present value of defined benefit obligations) and is based on actuarial advice. When a settlement or a curtailment occur the change in the present value of the scheme liabilities and the fair value of the scheme assets reflects the gain or loss which is recognised in the Profit and Loss Account during the period in which it occurs.  Past service costs are recognised in net benefit expense on a straight-line basis over the average period until the benefits become vested.  To the extent that the benefits are already vested immediately following the introduction of, or changes to the scheme, the past service cost is recognised immediately in the Profit and Loss Account.
The net interest element is determined by multiplying the net defined benefit liability by the discount rate, at the start of the period taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in the Profit and Loss Account as other finance income or cost.
The re-measurements, comprising actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability (excluding amounts included in net interest) are recognised immediately in Other comprehensive income in the period in which they occur. Re-measurements are not reclassified to the Profit and Loss Account in subsequent periods.
The net defined benefit pension asset or liability in the Balance Sheet comprise the total of the present value of the defined benefit obligation less the fair value of scheme assets out of which the obligations are to be settled directly. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

Page 27

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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 for revenues and expenses during the year.  However, the nature of estimation means that actual outcomes could differ from those estimates.  The following judgements and estimates have had the most significant effect on amounts recognised in the financial statements.
a. Critical accounting estimates and assumptions
(i) Defined benefit pension
The cost of defined benefit pension schemes is determined using actuarial valuations.  The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates and future pension increases.  Due to the complexity of the valuation and the long term nature of these plans, such estimates are subject to uncertainty. FRS 102 requires that the discount rate is to be derived by reference to market yields at the reporting date on high quality sterling-denominated corporate bonds, of a term consistent with the term (or ‘duration’) of the Defined Benefit Obligation. The Global RATE:Link term matching model has been used to derive a single discount rate that reflects the term structure of interest rates. The discounted mean term (or duration) of the plans’ liabilities was calculated to be around 12 years based on the most recent actuarial valuation calculations available. Based on this average duration, a discount rate of 5.40% per annum was adopted based on market conditions as at 31 December 2024. In accordance with the accounting standard, the proposed base table mortality assumption has been set in line with the best estimate tables identified by the Scheme Actuary at the most recent valuation. The proposed future mortality improvements (Males 119% S3PMA and Females 123% S3PFA) reflect the most recent CMI model, CMI_2023, which was published in April 2024. Future salary increases and pension increases are based on expected future inflation rates. Further details are given in note 23.
The benefits provided under the Plans are uncertain to the extent that the impact of GMP equalisation has not yet been fully reflected in the Plan’s benefits. An allowance has been included in the liabilities to reflect the expected value of these additional benefits.
In June 2023, the High Court in the UK issued a ruling in respect of Virgin Media Limited v NTL Pension Trustees II Limited, that decided certain amendments were invalid for contracted-out salary-related defined benefit pension plans in the period from 6 April 1997 until 6 April 2016, if these amendments were not accompanied by actuarial confirmations (section 37 certificates). An appeal on this decision was heard in June 2024 and The Court of Appeal ruled in July 2024 and upheld the original High Court judgment, removing uncertainty around its application. In light of the ruling, the Company initiated an investigation with its pension trustees, of all known amendments to its UK defined benefit pension plans during the affected period, with a view to determining whether section 37 certificates have been obtained where deemed required.  
On 5 June 2025, the Government announced its intention to introduce legislation to give affected pension schemes the ability to retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary standards.   While further legal and actuarial analysis is required, given the nature of the amendments in question the Company does not believe the impact, if any, will be material to the projected benefit obligation. As of 31 December 2024, no specific adjustments for this matter have been included in estimating the projected benefit obligation and related net periodic benefit cost of the applicable plans. The Company will continue to monitor and keep the investigation outcomes under review as conclusions develop and/or change as a consequence of any subsequent court decisions, legislation and/or industry action.

 

Page 28

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.Judgements in applying accounting policies (continued)

b. Critical judgements in applying the entity’s accounting policies
In the course of preparing the financial statements, no critical judements have been made in the process of applying the Company’s accounting policies, other than those involving accounting estimates or assumptions (which are described above) that have had a significant effect on the amounts recognised in the financial statements.
          

4.


Turnover

Turnover represents the amounts derived from the provision of services which fall within the Company's ordinary activities, stated net of value added tax. The Company engages in one principal area of activity represented by the manufacturing and sale of pumping and waste water equipment in industrial markets as well as machining, non-destructive testing, fabrication, fitting and assembly work.
An analysis of turnover by category is as follows:


2024
2023
£000
£000

Sale of goods
60,083
53,821

Provision of services
2,421
1,027

62,504
54,848


Analysis of turnover by country of destination:

2024
2023
£000
£000

Europe
36,523
31,597

Rest of the world
15,976
15,907

United Kingdom
10,005
7,344

62,504
54,848


Page 29

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Operating profit/(loss)

The operating profit/(loss) is stated after charging/(crediting):

2024
2023
£000
£000

Research and development charged as an expense
429
166

Exchange differences
(400)
855

Operating leases - land and buildings
43
89

Operating leases - plant and equipment
304
272

Depreciation of tangibles fixed assets (note 11)
2,095
1,928

Auditor's remuneration (note 6)
75
73

Defined contribution pension costs
886
924

Impairment of stock (note 13)
970
436

Deferred government grants released
(135)
(135)


6.


Auditor's remuneration

2024
2023
£000
£000

Fees payable to the Company's auditor for the audit of the Company's

financial statements
75
73

Page 30

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Employees

The Company’s UK employees’ contracts of employment are with National Oilwell Varco UK Limited, the immediate parent company. However, as the employment costs associated with these employees are borne by the business, the Company has included relevant disclosures below.


Staff costs, excluding Directors' remuneration, were as follows:


2024
2023
£000
£000

Wages and salaries
14,877
15,108

Social security costs
1,521
1,543

Defined contribution pension costs
886
924

17,284
17,575


Share based payments

110
157


17,394
17,732


The average monthly number of employees, excluding the Directors, during the year was as follows:


        2024
        2023
            No.
            No.







Production
288
308



Administration and sales
68
76

356
384

Page 31

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Directors' remuneration

2024
2023
£000
£000

Directors' emoluments
443
481

Amounts receivable under long-term incentive schemes
130
134

Company contributions to defined contribution pension schemes
21
22

594
637


The Directors of the Company are also directors of the immediate holding company and fellow group companies.  
The two Directors are employed and paid by the immediate holding company. The Directors do not believe it is practicable to apportion their time, and therefore their remuneration, between services as a Director and employee of the immediate holding company and their services as a Director of fellow group companies.
The highest paid Director during the financial year received remuneration of £392,000 
(2023 - £471,000). The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £13,000 (2023 - £16,000)
During the year retirement benefits were accruing to 2 Directors 
(2023 - 2) in respect of defined contribution pension schemes. 
During the year 2 Directors 
(2023 - 2) received shares in respect of qualifying services and no Directors (2023 - nil) exercised share options.


9.


Interest receivable

2024
2023
£000
£000


Interest receivable on loans to group undertakings
195
196

Page 32

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Taxation


2024
2023
£000
£000

Corporation tax


Current tax on profit/loss for the year
660
-

Adjustments in respect of previous periods
(116)
(76)


Group relief recoverable
-
(300)


Total current tax

544
(376)

Deferred tax


Origination and reversal of timing differences
112
(77)

Deferred tax on pension scheme movements
22
87

Deferred tax on share based payments
11
4

Adjustments in respect of previous periods
36
5

Total deferred tax (note 16)
181
19


Taxation on profit/(loss)
725
(357)
Page 33

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors affecting tax charge/(credit) for the year

The tax assessed for the year differs from the standard rate of corporation tax in the UK of 25.00%
 (2023 -  23.52%). The differences are explained below:

2024
2023
£000
£000


Profit/(loss) before tax
2,907
(1,531)


Profit/(loss) multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%)
727
(360)

Effects of:


Expenses not deductible for tax purposes
110
109

Adjustments to tax charge in respect of prior periods
(80)
(71)

Share based payments
4
(2)

Income not taxable for tax purposes
(36)
(34)

Other timing differences
-
1

Total tax charge/(credit) for the year
725
(357)


Factors that may affect future tax charges

UK corporation tax is calculated at 25.00% (2023 - 23.52%) of the estimated assessable profit or loss for the year.      
The deferred taxation balances have been measured using the rates expected to apply in the reporting periods when the timing differences reverse.
Deferred taxes on the Balance Sheet have been measured at 25% which represents the future corporation tax rate that was enacted at the Balance Sheet date.
For further information on deferred tax balances see Note 16.

Page 34

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Tangible fixed assets





Freehold land
Freehold buildings
Plant and machinery
Construct-
ion in progress
Total

£000
£000
£000
£000
£000



Cost


At 1 January 2024
4,479
15,408
24,303
605
44,795


Additions
-
-
-
1,325
1,325


Transfers between classes
-
54
930
(984)
-



At 31 December 2024

4,479
15,462
25,233
946
46,120



Depreciation


At 1 January 2024
-
4,309
19,353
-
23,662


Charge for the year
-
521
1,574
-
2,095



At 31 December 2024

-
4,830
20,927
-
25,757



Net book value



At 31 December 2024
4,479
10,632
4,306
946
20,363



At 31 December 2023
4,479
11,099
4,950
605
21,133

Page 35

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Fixed asset investments





Subsidiary undertakings

£000



Cost and net book value


At 1 January 2024
501



At 31 December 2024
501





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

NOV Australia Pty   Ltd
75 Frankston Gardens Drive, Carrum Downs, 3201, Victoria, Australia
Ordinary
100%
Mono Pumps New Zealand Company
35-41 Fremlin Place, Avondale, Auckland, New Zealand
Ordinary
100%

In the opinion of the Directors, the aggregate value of the investments in subsidiary undertakings is not less than the amount at which they are stated in the financial statements.


13.


Stocks

2024
2023
£000
£000

Raw materials and consumables
1,643
1,514

Work in progress (goods to be sold)
2,693
1,584

Finished goods and goods for resale
8,647
9,783

12,983
12,881


Page 36

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Debtors

2024
2023
£000
£000

Due after more than one year

Amounts owed by parent undertaking
-
8,872

Due within one year

Trade debtors
9,108
10,283

Amounts owed by fellow subsidiary undertakings
5,794
5,992

Amounts owed by subsidiary undertakings
1,333
3,503

Amounts owed by parent undertakings
9,894
271

Prepayments and accrued income
2,040
560

VAT repayable
282
366

Deferred taxation (note 16)
270
429

Group relief recoverable
409
300

29,130
30,576


Trade debtors are stated after provisions for impairment of £384,000 (2023 - £473,000).
Amounts owed by parent undertaking due within one year include a promissory note due from NOV International Holdings LLC of principal amount $10,870,000 with interest rate of 2.17%, repayable on 30 September 2025. The Company, at its option may demand in writing that this note be immediately payable in full, together with all accrued interest, at any time prior to the maturity date. At the Balance Sheet date there are no plans in place to demand an early settlement of the note.  In 2023 the balance is presented as due after more than one year in line with the terms of the agreement.


15.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Payments received on account
2,237
443

Trade creditors
8,391
6,285

Amounts owed to fellow subsidiary undertakings
1,563
1,925

Amounts owed to parent undertakings
1,332
9,052

Corporation tax
659
-

Accruals and deferred income
1,940
2,491

Deferred government grant income
-
135

16,122
20,331




Page 37

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Deferred taxation




2024


£000






At beginning of year
429


Charged to profit and loss
(181)


Credited to other comprehensive income
22



At end of year
270

The deferred tax asset is made up as follows:

2024
2023
£000
£000


Decelerated capital allowances
228
335

Other timing differences
-
42

Share based payments
28
38

Losses carried forward
14
14

270
429

As at 31 December 2024, the company had no unrecognised deferred tax asset (2023: £nil).

Page 38

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Other provisions




Warranty provision

£000





At 1 January 2024
226


Additions
178


Utilised in year
(235)



At 31 December 2024
169

A provision is recognised for expected warranty claims on products sold. It is expected that most of these costs will be incurred in the next financial year. 


18.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



500,002 Ordinary shares of £1 each
500
500

The shares have attached to them full voting, dividend and capital distribution rights. They do not confer any rights of redemption. 


19.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Merger Reserve

The Merger reserve is represented by amounts that arose on group reconstructions where merger accounting has been applied.  Any differences between the consideration paid and the net assets acquired on such group reconstructions have been recorded in the merger reserve in accordance with FRS 102 section 19 and Tech 02/17BL para 9.36. 

Share based payment reserve
At each Balance Sheet date, the cumulative cost of equity-settled transactions with employees is calculated. The movement in cumulative expense since the previous Balance Sheet date is recognised in the Profit and Loss Account, with a corresponding entry in equity. During 2020, a recharge agreement was entered into with the parent company. From 2020 onwards, the parent company (via a fellow subsidiary) recharges the Company annually for the equivalent cost of vested restricted share awards and this is recorded as a reduction to the Share based payment reserve, with a corresponding entry to the Amounts owed to fellow subsidiary undertakings. The realised element of the Share based payment reserve is transferred annually to the Profit and Loss reserve.
Page 39

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Share-based payments

Senior Executive Plan
Share options in the Company's ultimate parent NOV Inc. are granted to senior executives. The exercise price of the options is equal to the closing market price of NOV Inc. common stock on the date of the grant. The options vest over a three year period starting one year from the date of the grant and expire ten years from the date of the grant. There are no cash settlement alternatives.
Restricted shares
NOV Inc. issues restricted stock awards with no exercise price to officers and key employees in addition to share options. During the year the Company granted restricted shares to key employees at a fair value of £13.91 (2023 - £18.11). These shares will vest in three equal amounts annually on the anniversary of the date of grant.


21.


Contingent liabilities

The parent undertaking, National Oilwell Varco UK Limited, has contingent liabilities in respect of outstanding guarantees given for performance bonds and contracting agreements entered into on behalf of the Company, for which any liability would be borne by the Company. At 31 December 2024 the amount outstanding was £2,039,000 (2023 - £1,099,000) entered into in the normal course of business. No outflow is expected from these guarantees.


22.


Capital commitments


At 31 December 2024 the Company had capital commitments as follows:

2024
2023
£000
£000


Contracted for but not provided in these financial statements
399
313

Page 40

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

23.


Pension commitments

The Company operates a defined contributions 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 £886,000 (2023 - £924,000). Contributions totalling £NIL (2023 - £NIL) were payable to the fund at the Balance Sheet date. 
The Company operates two Defined Benefit Pension Schemes, being Mono Pumps Limited Pension Scheme and Chemineer Retirement and Death Benefits Plan (acquired in 2014). The assets of the schemes are held in separate trustee administered funds. All schemes are now closed to future accrual.

The largest scheme is subject to triennial valuations by independent actuaries. The latest formal actuarial assessment of the scheme was carried out at 31 December 2021. The method used for this valuation is the projected unit credit method. The valuation showed that the market value of the assets was £97,800,000, resulting in a pension plan surplus. As there were sufficient assets to cover the scheme’s technical provisions at the valuation date, a Recovery Plan is not required. The Company has agreed to pay scheme expenses and levies payable to the Pension Protection Fund (PPF) and the Pensions Regulator as they fall due and within the time periods required.
The next full actuarial valuation will be carried out with an effective date of 31 December 2024, the results of which are not yet available.



Reconciliation of present value of plan liabilities:


2024
2023
£000
£000

Reconciliation of present value of plan liabilities


At the beginning of the year
60,646
60,400

Interest cost
2,644
2,799

Remeasurement of defined benefit obligation
(5,403)
1,593

Benefits paid
(3,790)
(4,146)

At the end of the year
54,097
60,646



Reconciliation of present value of plan assets:


2024
2023
£000
£000



At the beginning of the year
70,495
71,422

Interest income
3,089
3,337

Return on plan assets less than discount rate
(7,197)
(466)

Contributions by employer
87
348

Benefits paid
(3,790)
(4,146)

At the end of the year
62,684
70,495

Page 41

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
23.Pension commitments (continued)


Composition of plan assets:


2024
2023
£000
£000



Equities
-
357

Insurance policies
538
559

Pooled investment vehicles
11,417
16,076

Bonds
49,683
51,851

Other
1,046
1,652

Total plan assets
62,684
70,495

The pension schemes have not invested in any of the Company's own financial instruments nor in properties or other assets used by the Company.

2024
2023
£000
£000



Fair value of plan assets
62,684
70,495

Present value of plan liabilities
(54,097)
(60,646)

Net pension scheme asset
8,587
9,849



Irrecoverable surplus
(8,587)
(9,849)

Net pension scheme asset
-
-

The Company has not recognised the defined benefit pension asset as it does not expect to be able to recover the surplus either through reduced contributions or agreed refunds from the scheme. 
There were no amounts recognised in profit and loss in either year.



Amounts recognised in other comprehensive income


Actual return on scheme assets
(4,108)
2,871

Less: amounts included in net interest on the net defined benefit liability
(3,089)
(3,337)

Return on plan assets less than discount rate
(7,197)
(466)



Remeasurement of defined benefit obligation
5,403
(1,593)

Actuarial loss recorded in other comprehensive income
(1,794)
(2,059)

Page 42

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
23.Pension commitments (continued)




2024
2023
£000
£000

Change in irrecoverable surplus


Irrecoverable surplus at start of the year
9,849
11,022

Interest on irrecoverable surplus
445
538

Change in irrecoverable surplus during the year
(1,707)
(1,711)

Irrecoverable surplus at the end of year
8,587
9,849


Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024
2023
%
%
Discount rate


5.4

4.5
 
Future salary increases


n/a

In line with RPI
 
Future pension increases


In line with CPI

In line with CPI
 
Inflation assumption


2.8

1.6% to 2030 2.6% after 2030
 
Mortality rates


Years

years
 
- for a male aged 65 now


20.1

20.6
 
- at 65 for a male aged 50 now


21.4

21.9
 
- for a female aged 65 now


22.5

23.5
 
- at 65 for a female member aged 50 now


23.9

24.9
 





Page 43

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£000
£000

Buildings


Not later than 1 year
46
50

Later than 1 year and not later than 5 years
88
134

134
184

2024
2023
£000
£000

Plant and equipment


Not later than 1 year
179
171

Later than 1 year and not later than 5 years
285
233

464
404

The entity also acts as a lessor under leasing agreements with customers for the use of various rental equipment owned by the Company. Such leasing agreements are mostly cancellable operating leases based on fixed monthly invoicing with no lease incentives included in the terms of the lease.
 

25.


Related party transactions

As FRS 102 does not require disclosure of transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such group, these transactions have not been disclosed.
During the year the Company entered into transactions, in the ordinary course of business, with other related parties. These related parties are members of the NOV Inc. group which are not wholly owned by the ultimate parent. Transactions entered into, and trading balances outstanding were as follows:

2024
Sales to
related
party
2023
Sales to
related
party
£000
£000
Other related parties
 
NOV Brandt Oilfield Services Middle East LLC

-

262
 

Page 44

 
NOV PROCESS & FLOW TECHNOLOGIES UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

26.


Post balance sheet events

There were no significant post balance sheet events impacting the Company after the reporting period. 


27.


Controlling party

The Company's immediate parent company is National Oilwell Varco UK Limited, a company incorporated in England and Wales.
The Company's ultimate parent undertaking and controlling party is NOV Inc., a company incorporated in the United States of America. The consolidated accounts of NOV Inc. are those of the smallest and largest group of which the Company is a member and for which group accounts are prepared.  Copies of these accounts are available from its principal office at 10353 Richmond Avenue, Houston, Texas 77042, USA

Page 45