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Registered Number:
FOR THE YEAR ENDED 30 DECEMBER 2024
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COMPANY INFORMATION
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CONTENTS
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DIRECTORS' REPORT
FOR THE YEAR ENDED 30 DECEMBER 2024
The directors present their report and the financial statements for the year ended 30 December 2024.
The directors who served during the year were:
The auditors, Anderson Anderson & Brown Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 DECEMBER 2024
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent; and
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APERGY RODS UK LIMITED
We have audited the financial statements of Apergy Rods UK Limited (the 'company') for the year ended 30 December 2024, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APERGY RODS UK LIMITED (CONTINUED)
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APERGY RODS UK LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation. The Company is subject to certain laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance the imposition of fines or litigation. Given the Company’s nature as a holding entity with no trading activities, we did not identify any specific operational laws or regulations (such as health and safety or employment legislation) as being relevant to our audit. Audit standards limited the required audit procedures to identify non-compliance with such laws and regulations to enquiry of directors and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of applicable regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. We considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙management override of controls to manipulate the company's key performance indicators to meet targets
∙compliance with relevant laws and regulations which may impact the financial statements and those that the company need to comply with for the purpose of trading.
We discussed these risks with client management, designed audit procedures to address these risks including:
reviewed internal documentation and correspondence with regulators for evidence or irregularities
∙testing journals entries and other adjustments for appropriateness
∙enquiry of management in respect of any potential or actual litigation and claims, and any instances of non-compliance with laws and regulations
∙review of minutes of meetings of those charged with governance
∙reviewing legal and professional fees to identify indicators of actual or potential litigation, claims or any non-compliance with laws and regulations
∙performing a disclosure checklist on the financial statements to ensure Companies Act 2006
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF APERGY RODS UK LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Statutory Auditor
Kingshill View
Prime Four Business Park
Kingswells
AB15 8PU
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 DECEMBER 2024
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BALANCE SHEET
AS AT 30 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 10 to 15 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 DECEMBER 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
The Company is a private limited Company incorporated and domiciled in England. The registered office and principal place of business of the Company is Wsm Advisors, Connect House, 133-137 Alexandra Road, London, Wimbledon, United Kingdom, SW19 7JY. The principal actvity of the entity is that of a holding company.
2.Accounting policies
The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions under FRS 101:
∙the requirements of IFRS 7 Financial Instruments: Disclosures
∙the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement
∙the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
- paragraph 79(a)(iv) of IAS 1;
∙the requirements of IAS 7 Statement of Cash Flows
∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
This information is included in the consolidated financial statements of ChampionX Corporation as at 31 December 2024 and these financial statements may be obtained from 2445 Technology Forest Blvd., Building 4, Suite 1200, The Woodlands, TX 77381.
The directors, having made due and careful enquiry, are of the opinion that the Company has adequete working capital to execute its operations over the next 12 months. The directors, therfore, have made an informed judgement at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Management has reviewed the carrying value of the company’s 10% investment in Apex Metalúrgica S.A. and confirmed that they do not consider the investment to hold any recoverable value. In light of this assessment, the company has decided to fully impair the carrying value of the investment. An impairment loss of $590,000 has been recognised in the income statement under “Other operating expenses,” reducing the carrying amount of the investment to nil. This decision reflects management’s view that no future economic benefits are expected to be derived from the investment. The impairment has been accounted for in accordance with IAS 36 Impairment of Assets, as adopted under FRS 101.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
2.Accounting policies (continued)
Accrued expenses are included within creditors and represent liabilities for goods or services received by the company that have not yet been invoiced at the reporting date. These are recognised in the financial statements in the period to which they relate, in accordance with the accruals concept.
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Fair value through profit or loss
Impairment of financial assets
Financial liabilities
Fair value through profit or loss
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
2.Accounting policies (continued)
At amortised cost
For investment valuation, the company makes an annual assessment of the carrying value of fixed asset investments and establishes an appropriate provision. This assessment is based on a variety of factors, with the key ones being the underlying current and projected trading performance of the subsidiary companies to which the investments relate.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
6.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 DECEMBER 2024
The Company’s immediate parent undertaking is , incorporated in the United States.
The ultimate parent undertaking and controlling party for the year ended 31 December 2024 was ChampionX Corporation, a company registered in the United States. ChampionX Corporation is the smallest and largest group for which consolidated financial statements are prepared that include Apergy Rods UK Limited. Copies of the consolidated financial statements of ChampionX Corporation are available from the Corporation Trust Centre, 1209 Orange Street, Wilmington, Delaware 19801, United States. Subsequent to the year end, on 16 July 2025, the ChampionX Group was acquired by "Schlumberger Limited", a company organised under the laws of Curaçao and publicly traded on the New York Stock Exchange (SLB). Following this acquisition, the combined organisation has become a market leader across a broad range of disciplines and geographies.
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