Registered number: 08981191
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2026
ROVIDA ADVISORS (UK) LIMITED
Company Information
ROVIDA ADVISORS (UK) LIMITED
Contents
ROVIDA ADVISORS (UK) LIMITED
Strategic report
For the Period Ended 31 March 2026
The directors submit their Strategic report for the period ended 31 March 2026.
Rovida Advisors (UK) Limited is authorised and regulated by The Financial Conduct Authority (FCA). The category of membership of the FCA states that Rovida Advisors (UK) Limited is authorised to carry on business as a SNI MIFIDPRU investment firm with the permanent minimum capital requirement of £75,000 and is not allowed to hold or deal in client money or assets. The directors confirm that at no time during the above year has the firm held or dealt with client money or assets and at all times during the year the firm has complied with the FCA permanent minimum capital requirement.
The company continues to provide investment advisory services to a group company. The company continues to have sufficient reserves to fund its operations and satisfy solvency requirements and the Financial Conduct Authority.
The company continues to provide investment advisory services to a group company. The company continues to have sufficient reserves to fund its operations and satisfy solvency requirements and the Financial Conduct Authority.
The key risk for the company is that the investment advisory services provided to the group company are no longer required and the investment advisory agreement in place is brought to an end. This risk is considered to be low for the foreseeable future.
The performance of the group is monitored on a quarterly basis. The key performance indicators used by the company are as follows:
The main financial risks inherent from the company's operations are credit risk, cash flow risk and liquidity risk. The directors monitor banking facilities and cash flows on a quarterly basis to ensure adequate working capital facilities are in place. In addition, the company undertakes an annual compliance review.
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ROVIDA ADVISORS (UK) LIMITED
Strategic report (continued)
For the Period Ended 31 March 2026
The Directors set out below their statement of compliance with s.172(1) of the Companies Act 2006 which should be read in conjunction with the other sections of the annual report. S.172 requires a Director of a Company to act in a way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole.
Interests of members of the company
The Company is a private company and a wholly owned subsidiary of Rovida Advisors Inc. The Board consists of three members, all of whom are responsible for the day-to-day operations of the Company and the periodic reporting to the company’s holding company. The company only has one employee.
In common with many private companies the interests of the Board and the shareholders are aligned in that the Company should create value by generating strong and sustainable results.
The Company is regulated by the Financial Conduct Authority (“FCA”) and is required to report periodically to the FCA as part of its regulated activities. The Company is required to maintain a minimum capital requirement, which is monitored by the FCA.
Board decisions during the year
During the year, the company and its holding company monitored and reviewed the terms of its Investment Advisory Agreement and any amounts payable under the terms of that Agreement.
The interests of employees
All necessary training and support is provided to the employee to ensure the company’s ongoing success.
The interests of our customers and suppliers
We pay all our suppliers promptly and within the terms agreed. During the year we paid all suppliers’ invoices within 30 days of receipt of the invoice.
The impact of the Company’s operations on the community and the environment
As a small private limited company our business has a minimum impact on both the community and the environment.
Maintaining a reputation for high standards of business conduct
As part of the requirements as a FCA regulated entity we are required to maintain high standards of business conduct. We maintain standards manuals, which are constantly reviewed and amended where necessary to ensure that the company's high service standards are maintained, including a code of ethical conduct. In addition to this we comply with statutory regulations covering Health and Safety, Employment Rights, Equality, Data Protections and Pensions.
Interests of members of the company
The Company is a private company and a wholly owned subsidiary of Rovida Advisors Inc. The Board consists of three members, all of whom are responsible for the day-to-day operations of the Company and the periodic reporting to the company’s holding company. The company only has one employee.
In common with many private companies the interests of the Board and the shareholders are aligned in that the Company should create value by generating strong and sustainable results.
The Company is regulated by the Financial Conduct Authority (“FCA”) and is required to report periodically to the FCA as part of its regulated activities. The Company is required to maintain a minimum capital requirement, which is monitored by the FCA.
Board decisions during the year
During the year, the company and its holding company monitored and reviewed the terms of its Investment Advisory Agreement and any amounts payable under the terms of that Agreement.
The interests of employees
All necessary training and support is provided to the employee to ensure the company’s ongoing success.
The interests of our customers and suppliers
We pay all our suppliers promptly and within the terms agreed. During the year we paid all suppliers’ invoices within 30 days of receipt of the invoice.
The impact of the Company’s operations on the community and the environment
As a small private limited company our business has a minimum impact on both the community and the environment.
Maintaining a reputation for high standards of business conduct
As part of the requirements as a FCA regulated entity we are required to maintain high standards of business conduct. We maintain standards manuals, which are constantly reviewed and amended where necessary to ensure that the company's high service standards are maintained, including a code of ethical conduct. In addition to this we comply with statutory regulations covering Health and Safety, Employment Rights, Equality, Data Protections and Pensions.
This report was approved by the board on 23 July 2026 and signed on its behalf.
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ROVIDA ADVISORS (UK) LIMITED
Directors' report
For the Period Ended 31 March 2026
The directors present their report and the financial statements for the period ended 31 March 2026.
The profit for the period, after taxation, amounted to £57,156 (2024 - £46,261).
The directors who served during the period were:
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Disclosures of strategic importance that would usually be contained in the Directors' Report are presented in the Strategic Report.
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ROVIDA ADVISORS (UK) LIMITED
Directors' report (continued)
For the Period Ended 31 March 2026
The auditors, Sayers Butterworth LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 23 July 2026 and signed on its behalf.
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ROVIDA ADVISORS (UK) LIMITED
Independent auditors' report to the members of Rovida Advisors (UK) Limited
We have audited the financial statements of Rovida Advisors (UK) Limited (the 'Company') for the period ended 31 March 2026, which comprise the Statement of Comprehensive income, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ROVIDA ADVISORS (UK) LIMITED
Independent auditors' report to the members of Rovida Advisors (UK) Limited (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual 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.
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 period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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ROVIDA ADVISORS (UK) LIMITED
Independent auditors' report to the members of Rovida Advisors (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.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Discussions were held with, and enquiries made of management and those charged with governance with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcome of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:
∙Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pension legislation, and distributable profits legislations.
∙Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the company and therefore may have a material effect on the financial statements include compliance with the requirements of the Financial Conduct Authority.
These matters were discussed amongst the engagement team at the planning stage and the team remained alert to non-compliance throughout the audit.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of company meeting minutes; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud.
A limited assurance report on client assets has been conducted for the period ended 31 March 2026 and an unmodified opinion was formed by the Independent Auditor to the Financial Conduct Authority.
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ROVIDA ADVISORS (UK) LIMITED
Independent auditors' report to the members of Rovida Advisors (UK) Limited (continued)
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants and Statutory Auditor
3rd Floor
12 Gough Square
EC4A 3DW
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ROVIDA ADVISORS (UK) LIMITED
Statement of comprehensive income (incororating the profit and loss account)
For the Period Ended 31 March 2026
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ROVIDA ADVISORS (UK) LIMITED
Registered number: 08981191
Balance sheet
As at 31 March 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 23 July 2026 .
The notes on pages 14 to 22 form part of these financial statements.
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ROVIDA ADVISORS (UK) LIMITED
Statement of changes in equity
For the Period Ended 31 March 2026
Statement of changes in equity
For the Period Ended 31 December 2024
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ROVIDA ADVISORS (UK) LIMITED
Statement of cash flows
For the Period Ended 31 March 2026
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ROVIDA ADVISORS (UK) LIMITED
Analysis of net debt
For the Period Ended 31 March 2026
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
Rovida Advisors (UK) Limited is a private limited company, incorporated in England and Wales, registration number 08981191. The Company's registered office is The Belvedere, 2 Back Lane, Hampstead, London, NW3 1HL.
The principal activity of the company during the year was the provision of investment advisory services.
These financial statements have been prepared for the 15 month period from 1 January 2025 to 31 March 2026. The comparative information is for the 12 month period to 31 December 2024.
Rovida Advisors (UK) Limited is authorised and regulated by The Financial Conduct Authority (FCA). The category of membership of the FCA states that Rovida Advisors (UK) Limited is authorised to carry on business as a SNI MIFIDPRU investment firm with the permanent minimum capital requirement of £75,000 and is not allowed to deal in client money or assets. The directors confirm that at no time during the above year has the firm held or dealt with client money or assets and at all times during the year the firm has complied with the FCA permanent minimum capital requirement.
The principal activity of the company during the year was the provision of investment advisory services.
These financial statements have been prepared for the 15 month period from 1 January 2025 to 31 March 2026. The comparative information is for the 12 month period to 31 December 2024.
Rovida Advisors (UK) Limited is authorised and regulated by The Financial Conduct Authority (FCA). The category of membership of the FCA states that Rovida Advisors (UK) Limited is authorised to carry on business as a SNI MIFIDPRU investment firm with the permanent minimum capital requirement of £75,000 and is not allowed to deal in client money or assets. The directors confirm that at no time during the above year has the firm held or dealt with client money or assets and at all times during the year the firm has complied with the FCA permanent minimum capital requirement.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company meets its day-to-day working capital requirements through its retained earnings and cash balances. The directors have a reasonable expectation that the company has adequate resources to continue in operation existence for the foreseeable future. On this basis, the company continues to adopt the going concern basis in preparing its financial statements.
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. In the opinion of the directors, there are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Analysis of turnover by country of destination:
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
8.Taxation (continued)
There were no factors that may affect future tax charges.
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
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ROVIDA ADVISORS (UK) LIMITED
Notes to the financial statements
For the Period Ended 31 March 2026
The immediate parent undertaking is Rovida Advisors Inc, a company incorporated in the USA. The ultimate parent undertaking is the Zambezi Trust, a Trust domiciled in the Cayman Islands.
The ultimate controlling party is the Trustees of the Zambezi Trust.
The ultimate controlling party is the Trustees of the Zambezi Trust.
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