| Rosen(UK) Limited |
| Strategic Report |
|
| Review of business |
| Key financial and other indicators between this financial year and last year are as follows: |
|
|
2024 |
2023 |
| Turnover |
19,412,802 |
20,189,592 |
| Gross Profit |
9,876,984 |
10,694,913 |
| Net Profit before tax |
416,342 |
2,224,760 |
| Shareholders' funds |
4,397,841 |
4,143,668 |
|
|
| The company has maintained the high levels of performance achieved in 2023, which is seen as a positive step when looked at against the unprecedented results of 2023. The large one-off projects that were started in the previous year were successfully delivered but the opportunities to replace them did not materialise. Whilst turnover broadly maintained the 2023 levels at £19.4 million, compared with £20.1million in 2023, profitability was down significantly year on year due to the shortage of such one-off large projects mentioned above. |
| The investment in field services and field verification has borne fruit during this period, with exceptional results. Further development of services in these areas has gained interest from the UK Gas Networks and internationally and growth is expected year on year going forward. The success of NIPA (a UK developed screening service) in the UK and internationally is a big positive and resources will need to be planned and made available. |
| Future fuels continues to make up a significant portion of the business and the expectation is for this to continue. |
| Upstream business is now expanding internationally with work for the US and Caspian regions. A new Sales Manager has started dedicated to Upstream customers and has already shown the benefits of this focus. There is uncertainty in the Upstream market brought about by mergers and potential mergers of some of the main independent operators in the North Sea, that we foresee delaying some planned work in the next period, although this is expected to be beneficial in the medium to long term for Rosen UK with the requirements for specialist consultancy becoming increasingly outsourced by operators. |
| Regional work for other ROSEN regions remained strong for the year, however the focus of support is shifting as regions gain the capacity to deliver more work locally. As a counterpoint to this, work in the Middle East has grown significantly and is expected to continue on this trajectory. |
| The introduction of a new major shareholder in the ROSEN Group (Partners Group) is seen as a very positive development, with strong overall support, growth plans and strengthening of the entire Rosen Group structure. |
|
|
| Principal risks and uncertainties |
| The company faces many different risks and uncertainties during its day to day operations. Appropriate risk management procedures have been implemented to minimise any potential adverse effects of these risks on the business operations. The company faces the following risks and uncertainties which management believes could have a material and adverse impact on business operations include the following: |
|
| Market risks |
| Resourcing remains a focus area when planning for 2025, however Rosen(UK) Limited is still seen as an employer of choice. The uncertainties with the North Sea operators is a risk that is being mitigated by the dedicated sales resource in Aberdeen and through the expansion of the existing client base. |
|
| Rosen(UK) Limited |
| Strategic Report |
|
| Financial risks |
In the normal course of business, credit is extended to its customers with all of the associated risks. The company exercises strong credit control procedures and maintains close working relationships with its customers.
The company maintains sufficient levels of cash liquidity and working capital which is necessary for all trading companies. |
|
| Interest rate risks |
| The company has no significant exposure to interest rate risk. |
|
| Liquidity risks |
| The company continues to have no significant liquidity risks. |
|
| This report was approved by the board on 26 September 2025 and signed on its behalf. |
|
|
|
| M Nesbitt |
| Director |
|
|
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
|
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
|
| Other information |
| The other information comprises the information included in the annual report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. |
| We have nothing to report in this regard. |
|
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| ● |
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| ● |
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
|
| Matters on which we are required to report by exception |
|
|
Stocks |
|
Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised. |
|
|
Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
|
Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
|
Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
|
|
Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction.
At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Leased assets |
|
A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
|
|
| 2 |
Reduced disclosure |
|
|
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from disclosing Related Party Transactions as the financial statements of the company are consolidated in the financial statements of the parent company as disclosed in note 20. |
|
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
|
|
| 3 |
Critical accounting estimates and judgements |
|
|
The depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Further disclosure is made in the appropriate note to the accounts.
The calculation of tax liabilities involves uncertainties in the application of complex tax laws. Determining tax provisions therefore requires judgement on the treatment of certain transactions. Deferred tax is provided on the possibility of the reversal in the future of short term timing differences for accounting and taxation purposes.
The company makes an estimate of the recoverability of trade debtors and other debtors and this takes into account, the credit rating of the debtor, the ageing profile of the debtor and historical experience. Where management consider a provision is necessary then a specific provision is made. |
|
|
| 4 |
Analysis of turnover |
2024 |
|
2023 |
| £ |
£ |
|
|
Services rendered |
19,412,802 |
|
20,189,592 |
|
|
|
|
|
|
|
|
|
|
By geographical market: |
|
|
UK |
6,529,157 |
|
6,063,635 |
|
Europe |
2,906,762 |
|
3,516,016 |
|
Rest of world |
9,976,883 |
|
10,609,941 |
|
|
|
|
|
|
19,412,802 |
|
20,189,592 |
|
|
|
|
|
|
|
|
|
|
| 5 |
Operating profit |
2024 |
|
2023 |
| £ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
195,091 |
|
171,388 |
|
Depreciation of assets held under finance leases and hire purchase contracts |
|
162,630 |
|
160,280 |
|
Operating lease rentals - land and buildings |
760,110 |
|
757,879 |
|
Auditors' remuneration for audit services |
8,300 |
|
7,750 |
|
Auditors' remuneration for other services |
2,500 |
|
2,250 |
|
|
|
|
|
|
|
|
|
|
| 6 |
Directors' emoluments |
2024 |
|
2023 |
| £ |
£ |
|
|
Emoluments |
362,214 |
|
297,440 |
|
Company contributions to defined contribution pension plans |
80,475 |
|
43,283 |
|
|
|
|
|
|
442,689 |
|
340,723 |
|
|
|
|
|
|
|
|
|
|
|
Highest paid director: |
|
Emoluments |
235,903 |
|
170,809 |
|
Company contributions to defined contribution pension plans |
62,012 |
|
31,788 |
|
|
|
|
|
|
297,915 |
|
202,597 |
|
|
|
|
|
|
|
|
|
|
|
Number of directors to whom retirement benefits accrued: |
2024 |
|
2023 |
| Number |
Number |
|
|
Defined contribution plans |
2 |
|
2 |
|
|
|
|
|
|
|
|
|
|
| 7 |
Staff costs |
2024 |
|
2023 |
| £ |
£ |
|
|
Wages and salaries |
4,670,947 |
|
3,918,379 |
|
Social security costs |
493,387 |
|
384,959 |
|
Other pension costs |
951,333 |
|
856,169 |
|
|
|
|
|
|
6,115,667 |
|
5,159,507 |
|
|
|
|
|
|
|
|
|
|
|
Average number of employees during the year |
Number |
Number |
|
|
Directors |
2 |
|
2 |
|
Support |
37 |
|
29 |
|
Operational |
129 |
|
137 |
|
|
|
|
|
|
168 |
|
168 |
|
|
|
|
|
|
|
|
|
|
| 8 |
Interest payable |
2024 |
|
2023 |
| £ |
£ |
|
|
Other loans |
- |
|
74,545 |
|
Finance charges payable under finance leases and hire purchase contracts |
|
13,387 |
|
19,348 |
|
|
|
|
|
|
13,387 |
|
93,893 |
|
|
|
|
|
|
|
|
|
|
| 9 |
Taxation |
2024 |
|
2023 |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
111,142 |
|
433,749 |
|
|
|
|
|
|
|
|
|
|
Deferred tax: |
|
Origination and reversal of timing differences |
51,027 |
|
32,054 |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
162,169 |
|
465,803 |
|
|
|
|
|
|
|
|
|
|
|
Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
Profit on ordinary activities before tax |
416,342 |
|
2,224,760 |
|
|
|
|
|
|
|
|
|
|
Standard rate of corporation tax in the UK |
25% |
|
25% |
|
| £ |
£ |
|
Profit on ordinary activities multiplied by the standard rate of corporation tax |
|
104,086 |
|
556,190 |
|
|
Effects of: |
|
Capital allowances for period in excess of depreciation |
7,056 |
|
(95,158) |
|
Deferred tax movement |
51,027 |
|
32,054 |
|
Adjustments due to effective tax rate change |
- |
|
(27,283) |
|
|
Current tax charge for period |
162,169 |
|
465,803 |
|
|
|
|
|
|
|
|
|
|
|
Factors that may affect future tax charges |
|
None. |
|
|
| 10 |
Tangible fixed assets |
|
|
|
|
|
|
|
|
Fixtures, fittings, tools and equipment |
|
|
|
|
|
|
|
|
At cost |
| £ |
|
Cost or valuation |
|
At 1 January 2024 |
3,232,272 |
|
Additions |
260,219 |
|
Disposals |
(264,258) |
|
At 31 December 2024 |
3,228,233 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 January 2024 |
2,438,858 |
|
Charge for the year |
357,721 |
|
On disposals |
(264,258) |
|
At 31 December 2024 |
2,532,321 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2024 |
695,912 |
|
At 31 December 2023 |
793,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
Carrying value of plant and machinery included above held under finance leases and hire purchase contracts |
|
195,844 |
|
272,542 |
|
|
|
|
|
|
|
|
|
|
| 11 |
Debtors |
2024 |
|
2023 |
| £ |
£ |
|
|
Trade debtors |
841,759 |
|
597,212 |
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest |
|
3,209,714 |
|
3,140,645 |
|
Other debtors |
6,963 |
|
90,823 |
|
Prepayments and accrued income |
1,137,501 |
|
1,356,894 |
|
|
|
|
|
|
5,195,937 |
|
5,185,574 |
|
|
|
|
|
|
|
|
|
|
| 12 |
Creditors: amounts falling due within one year |
2024 |
|
2023 |
| £ |
£ |
|
|
Obligations under finance lease and hire purchase contracts |
122,260 |
|
132,532 |
|
Trade creditors |
260,211 |
|
655,191 |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
|
11,422 |
|
24,573 |
|
Corporation tax |
61,696 |
|
434,193 |
|
Other taxes and social security costs |
398,764 |
|
368,948 |
|
Other creditors |
116,683 |
|
109,210 |
|
Accruals and deferred income |
1,076,256 |
|
1,086,399 |
|
|
|
|
|
|
2,047,292 |
|
2,811,046 |
|
|
|
|
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts are secured over the assets to which they relate. |
|
|
| 13 |
Creditors: amounts falling due after one year |
2024 |
|
2023 |
| £ |
£ |
|
|
Obligations under finance lease and hire purchase contracts |
98,646 |
|
155,370 |
|
|
|
|
|
|
|
|
|
|
Obligations under finance lease and hire purchase contracts are secured over the assets to which they relate. |
|
|
| 14 |
Obligations under finance leases and hire purchase |
2024 |
|
2023 |
|
contracts |
£ |
£ |
|
|
Amounts payable: |
|
Within one year |
122,260 |
|
132,532 |
|
Within two to five years |
98,646 |
|
155,370 |
|
|
|
|
|
|
220,906 |
|
287,902 |
|
|
|
|
|
|
|
|
|
|
|
| 15 |
Deferred taxation |
2024 |
|
2023 |
| £ |
£ |
|
|
Accelerated capital allowances |
95,083 |
|
44,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
44,056 |
|
12,002 |
|
Charged to the profit and loss account |
51,027 |
|
32,054 |
|
|
At 31 December |
95,083 |
|
44,056 |
|
|
|
|
|
|
|
|
|
|
|
| 16 |
Share capital |
Nominal |
|
2024 |
|
2024 |
|
2023 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
Ordinary shares |
£1 each |
|
16,500 |
|
16,500 |
|
16,500 |
|
|
|
|
|
|
|
|
|
|
| 17 |
Share premium |
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
16,875 |
|
16,875 |
|
|
At 31 December |
16,875 |
|
16,875 |
|
|
|
|
|
|
|
|
|
|
| 18 |
Profit and loss account |
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
4,110,293 |
|
2,351,336 |
|
Profit for the financial year |
254,173 |
|
1,758,957 |
|
|
At 31 December |
4,364,466 |
|
4,110,293 |
|
|
|
|
|
|
|
|
|
|
| 19 |
Other financial commitments |
|
|
Total future minimum lease payments under non-cancellable operating leases: |
|
|
|
Land and buildings |
|
Land and buildings |
Other |
Other |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
| £ |
£ |
£ |
£ |
|
Falling due: |
|
within one year |
344,305 |
|
95,608 |
|
- |
|
- |
|
within two to five years |
1,090,800 |
|
476,442 |
|
- |
|
- |
|
|
1,435,105 |
|
572,050 |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
| 20 |
Controlling party |
|
|
The immediate parent company is Rosen Swiss AG which is located at Obere Spichermatt 14, 6370, Stans, Switzerland. The ultimate parent company is PG Polaris TopCo S.a.r.l.(incorporated in Luxembourg) located at 28 boulevard F.W. Raiffeisen, 2411 Luxembourg, Luxembourg. However there is no ultimate controlling party.
|
|
|
| 21 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
| 22 |
Legal form of entity and country of incorporation |
|
|
Rosen(UK) Limited is a private company limited by shares and incorporated in England. |
|
|
| 23 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
Floor 2, Q5 |
|
Quorum Business Park |
|
Newcastle upon Tyne |
|
Tyne & Wear |
|
NE12 8BS |