Company Registration No. 15769542 (England and Wales)
ROTOLOK GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
ROTOLOK GROUP LIMITED
COMPANY INFORMATION
Directors
Mrs AJ McCauley
Mr S Swales
Secretary
Mrs AJ McCauley
Company number
15769542
Registered office
1 Millennium Place
Tiverton Business Park
Tiverton
Devon
EX16 6SB
Auditor
Peplows Audit Limited
Moorgate House
King Street
Newton Abbot
United Kingdom
TQ12 2LG
ROTOLOK GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 5
Directors' report
6 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 12
Profit and loss account
13
Group statement of comprehensive income
14
Group balance sheet
15
Company balance sheet
16
Group statement of changes in equity
17
Company statement of changes in equity
18
Group statement of cash flows
19
Company statement of cash flows
20
Notes to the financial statements
21 - 39
ROTOLOK GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 1 -

The directors present the strategic report for the year ended 31 May 2025.

Review of the business

During the year, a new parent company Rotolok Group Limited was established to facilitate an internal group reorganisation and is now the consolidating entity for this year’s accounts. Comparisons included here in the Strategic Report are from the previous consolidating entity, Rotolok (Holdings) Limited, referred to as Rotolok (Holdings) Group in the attached accounts, albeit they are not included in these financial statements as comparative data as the new group entity did not exist at that time.

Turnover has increased for the year by 2.5% to £32.2m (2024: £31.4m).

Gross profit as a percentage of turnover remained relatively constant at 39.7% (2024: 40.5%), however the current year was adversely impacted by currency effects from USD denominated sales with average conversion rates moving to 1.283 in 2025 from 1.257 in 2024.

Administrative expenses increased by £0.3m, which resulted in operating profits falling to £2.3m (2024: £2.6m). Mitigating and controlling cost inflation is a constant challenge. External factors such as the increase in UK Employers National Insurance contributions account for a large part of this increase.

With continued exposure to foreign currency fluctuations, particularly GBP/​USD, an additional £0.3m cost in foreign currency losses saw consolidated profit before tax fall to £1.8m (2024: £2.9m).

Cash balances at 31 May 2025 stand at £11.5m (2024: £18.4m). The principal movement over 2024 relates to a £7m purchase of a new freehold office and factory for Roots Systems in the year.

Net assets increased by £0.4m to £54.3m at the end of the year (2024: £53.9m). This all puts the group in a position of financial strength and with the capability to keep investing for future success.

The table below sets out the revenue performance of the two main divisions of the Rotolok Group and the group's other key performance indicators during the year:

ROTOLOK GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 2 -
Key performance indicators

2025 2024

£ £

Turnover

Manufacturing and Engineering 31,381,694 30,599,380

Property and Investment 797,180 794,789

32,178,874 31,394,169

EBITDA 3,379,557 3,736,320

Operating profit 2,292,656 2,602,450

Foreign currency exchange (loss) (655,508) (342,204)

Profit before tax 1,754,319 2,928,818

Net cash 11,514,159 18,363,100

Net assets 54,270,125 53,911,642

Manufacturing and Engineering
We are delighted to report the continued growth in our manufacturing and engineering sales performance, culminating in another record-​breaking revenue achievement of £31.4m (2024: £30.6m), representing a 2.6% increase, year on year. Over the past five years, the group has maintained a robust compound annual growth rate (CAGR) of 6.25%. Considering the turbulent nature of industrial markets over this period and current economic and geopolitical uncertainties, the sustained growth underscores the group's strong organic expansion and market positioning. Rotolok’s global valve business remains robust and continues to make a substantial contribution to group profitability. The new ERP system is playing its part, and our on-time delivery performance has improved as anticipated and is very good. Roots Systems has had a difficult year with issues around project execution and on-time delivery which has hit our profitability. The upcoming relocation to our new office and factory facility will help the business and its operations function much better. All people and processes are being located on one site, and this should bring many benefits. Northfield Foundry has not made the gains we expected over this last year, so a change of management has occurred. Whilst the internal supply of castings to Rotolok has become very much more reliable and justifies some of the past investment into the company, we do need to top up with external sales and win outside work. Business development work in this regard is our priority. Our headcount and people costs have been increasing over recent years as we seek to build a talented management team and skilled workforce. Attracting, rewarding, and retaining key people, who share our vision and values is vital for delivering our strategic objectives. It remains a challenging environment for UK manufacturers. The increased employers national insurance which hit from April 2025 and higher labour expenses as a consequence of the latest increase in the minimum wage will put a sizeable additional cost on our UK companies. We own office and factory space which brings high business rates that we benefit little from. Also, we run many CNC and other machinery together with our electric furnaces, so we are an energy intensive business. Compliance costs, particular for our Local Authority operating permit obligations at the foundry, seem to constantly increase and tie up lots of senior management time. Despite needing to grapple with these issues, we deal with each well, adjust and constantly perform credibly on a global stage.

ROTOLOK GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 3 -

Property and Investment
The rent roll generated by our tenant base is a reliable and stable source of income but is an incidental part of our business. The investment in AIM listed Sutton Harbour Group plc, has been written down by £0.4m, reflecting the fall in its share price by 4.75p to 6.00p per share at 31 May 2025.
Principle risks and uncertainties Geopolitical uncertainty Increased political and economic uncertainty is causing trading tensions particularly between the US and other nations with tariffs often used as a tool in all sorts of negotiations. Conflicts between Russia and Ukraine, the Middle East and elsewhere add to economic and market pressures. Foreign exchange The group undertakes overseas trade and, where prices are set in foreign currency, the group is exposed to an exchange rate risk. This risk is priced into foreign currency transactions wherever possible. Exchange risk is mitigated, in part, by our international footprint and having facilities located in key overseas territories. Cyber Cyber-attacks targeting businesses are an increasing threat. A successful attack could cause disruption and data loss, potentially affecting normal business processes. IT systems are kept patched and up to date to reduce attack vectors, user training is in place to ensure that all users are playing their part in system security. External 24x7x365 monitoring is in place to supplement our in-house team and regular backups are taken to remediate any successful attack. People
The shortage of skilled labour is still an issue for UK business, especially in our sector. However, we have been quite successful in recruiting to fill gaps. Combined with our in-​house training and upskilling program has created a comprehensive and dependable workforce.

Other information and explanations

Outlook
The weakening of the US dollar and strength of the GB pound persists into 2026 and if this continues it will have both a translational and transactional negative impact for us. This challenge is coupled with the delicate sales pricing decisions we make to remain competitive, and whilst endeavouring to protect margin, partial absorption of a proportion of US tariff charges has been necessary. Core corporate objectives to manufacture right first time, every time and to deliver on time and to budget continues to play a crucial part and a big effort into 2026. The ongoing investment into our operational facilities and improvement in our manufacturing capabilities should create increased efficiency and optimise operations. This will help offset the adverse currency movement and tariff cost. We have demerged our powder handling from our gas handling activities with effect from 1 June 2026 to bring increased focus and concentrated management of our two separate elements within our manufacturing and engineering division.

ROTOLOK GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 4 -
Promoting the success of the company

Section 172 Statement
The board of directors of the company consider that they have acted in good faith to promote the success of the business for its members and stakeholders. The directors have regard for the matters set out in Section 172(1) (a) to (f) of the Companies Act 2006 as follows:
(a) The likely consequences of any decision in the long term The directors have prepared a long-​term strategy and business plan. This is kept under review in the light of assessments of investment returns, and capital expenditure planning. Regular consideration of potential acquisitions and divestment form an integral part of our long-​term planning.

(b) The interests of the company's employees

The directors have placed enhanced focus on our people and workplaces. We have increased the degree of engagement and investment in our employees to develop knowledge and skills and to look after our people’s wellbeing.

We are committed to maintaining robust health and safety systems and practices. Our weekly production reporting always features health and safety as a standing item on the agenda. Training plays a key role and organised toolbox talks, complemented by online training sessions across a range of different subjects are used to improve awareness and help positively develop our safety culture.

We have also committed to a Health and Wellbeing Strategy including providing employees access to confidential helplines for any wellbeing or mental health issues they may need help on.

Actions taken by the directors and the senior management team include employee surveys and feedback exercise, performance development reviews, one-​to-​one meetings, newsletters, active noticeboards, and group meetings to update staff on business performance.

ROTOLOK GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 5 -

(c) The need to foster the company's business relationships with suppliers, customers, and others,

Engaging with our stakeholders is key to the way we run our business and is an important consideration for the directors when making relevant decisions. The Rotolok Group regards their key stakeholders to be its staff, suppliers, customers, shareholders, bankers, and insurers. Our suppliers are a vital part of our success and our ISO 9001:2015 accreditation guides our dealings with those within our supply chain. In line with our values, we are customer focused and committed to supporting our customers from first contact throughout the product lifespan.

(d) The impact of the company's operations on the community and the environment,

The company is committed to engage in a positive way with the communities within which we operate. We have agreed a program to support approved charities with planned events and donations and to undertake at least one community and charity event in each year.

We have established a Sustainability and ESG Framework and created a committee to monitor our objectives and achievements.

(e) The desirability of the company maintaining a reputation for high standards of business conduct

The directors are committed to upholding good governance and are ultimately responsible and accountable for protecting all stakeholders’ interests. A list of policies and standards that make up the governance framework is regularly reviewed and updated, as necessary.

(f) The need to act fairly as between members of the company.

Regular shareholder reporting and discussions are held covering both a review of current business performance and future strategic direction.

On behalf of the board

Mr S Swales
Director
25 February 2026
ROTOLOK GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 6 -

The directors present their annual report and financial statements for the year ended 31 May 2025.

Principal activities

The principal activity of the company is that of holding investments in subsidiary companies.

The principle activities of the immediate subsidiary company is that of holding and managing property and assets.

The principle activities of the other subsidiary companies relate to the manufacture, distribution and sales of materials handling equipment.

Results and dividends

The results for the year are set out on page 13.

Ordinary dividends were paid amounting to £631,026. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mrs AJ McCauley
Mr S Swales
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Energy and carbon report

The company has not consumed more than 40,000 kWh of energy in this reporting period and none of the subsidiaries requires the disclosures under these regulations and the group is therefore not required to report on its emissions, energy consumption or energy efficiency activities.

ROTOLOK GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 7 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr S Swales
Director
25 February 2026
ROTOLOK GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2025
- 8 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, and of the profit or loss of the group for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ROTOLOK GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROTOLOK GROUP LIMITED
- 9 -
Opinion

We have audited the financial statements of Rotolok Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including 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 our opinion the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 May 2025 and of the group's 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 group and parent 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 group's and parent 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 our audit:

- T he information given in the strategic report and the directors' r eport 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.

ROTOLOK GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROTOLOK GROUP LIMITED
- 10 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company 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' r esponsibilities s tatement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

ROTOLOK GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROTOLOK GROUP LIMITED
- 11 -

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

•the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

•we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the manufacturing and property sectors;

•we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including employment, environmental and health and safety legislation and export regulations (including for air freight);

•we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

•identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

•making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;

•considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

•reviewing the operation, via testing and/or discussing with management, of internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and

•reviewing order files for export documentation where appropriate.

To address the risk of fraud through management bias and override of controls, we:

•performed analytical procedures to identify any unusual or unexpected relationships;

•tested journal entries (including movements in accruals and prepayments) to identify unusual transactions;

•assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 1 were indicative of potential bias;

•investigated the rationale behind significant or unusual transactions; and

•reviewing the records past the accounting date for any indication of transactions that should be reflected in these accounts.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

•agreeing financial statement disclosures to underlying supporting documentation;

•enquiring of management as to actual and potential litigation and claims;

•reviewing correspondence with HMRC and the group’s legal advisors; and

•internet search for any publicised breaches.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ROTOLOK GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROTOLOK GROUP LIMITED
- 12 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Michael Young BSc FCA (Senior Statutory Auditor)
For and on behalf of Peplows Audit Limited, Statutory Auditor
Chartered Accountants
Moorgate House
King Street
Newton Abbot
United Kingdom
TQ12 2LG
25 February 2026
ROTOLOK GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2025
- 13 -
2025
Notes
£
Turnover
3
32,178,874
Cost of sales
(19,383,468)
Gross profit
12,795,406
Distribution costs
(111,896)
Administrative expenses
(10,456,658)
Other operating income
65,804
Operating profit
4
2,292,656
Interest receivable and similar income
8
534,999
Interest payable and similar expenses
9
(65,853)
Amounts written off investments
10
(351,975)
Foreign currency gains / (losses)
(655,508)
Profit before taxation
1,754,319
Tax on profit
11
(393,829)
Profit for the financial year
1,360,490
Profit for the financial year is all attributable to the owners of the parent company.
ROTOLOK GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
- 14 -
2025
£
Profit for the year
1,360,490
Other comprehensive income
Currency translation loss taken to retained earnings
(370,981)
Cash flow hedges gain arising in the year
-
0
Total comprehensive income for the year
989,509
Total comprehensive income for the year is all attributable to the owners of the parent company.
ROTOLOK GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
- 15 -
2025
Notes
£
£
Fixed assets
Goodwill
13
14,263
Total intangible assets
14,263
Tangible assets
14
19,375,556
Investment property
15
10,513,571
Investments
16
498,486
30,401,876
Current assets
Stocks
18
6,741,434
Debtors
19
13,418,856
Cash at bank and in hand
11,514,159
31,674,449
Creditors: amounts falling due within one year
20
(6,341,534)
Net current assets
25,332,915
Total assets less current liabilities
55,734,791
Provisions for liabilities
Provisions
21
165,254
Deferred tax liability
22
1,299,412
(1,464,666)
Net assets
54,270,125
Capital and reserves
Called up share capital
24
70,114,000
Other reserves
(16,202,358)
Profit and loss reserves
358,483
Total equity
54,270,125
The financial statements were approved by the board of directors and authorised for issue on 25 February 2026 and are signed on its behalf by:
25 February 2026
Mrs AJ McCauley
Director
Company registration number 15769542 (England and Wales)
ROTOLOK GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2025
31 May 2025
- 16 -
2025
Notes
£
£
Fixed assets
Investments
16
70,114,000
Current assets
Debtors
19
359,000
Cash at bank and in hand
9,974
368,974
Net current assets
368,974
Net assets
70,482,974
Capital and reserves
Called up share capital
24
70,114,000
Profit and loss reserves
368,974
Total equity
70,482,974

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s profit for the year was £1,000,000.

The financial statements were approved by the board of directors and authorised for issue on 25 February 2026 and are signed on its behalf by:
25 February 2026
Mrs AJ McCauley
Director
Company registration number 15769542 (England and Wales)
ROTOLOK GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 17 -
Share capital
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 June 2024
-
-
-
-
Year ended 31 May 2025:
Profit for the year
-
-
1,360,490
1,360,490
Other comprehensive income:
Currency translation differences
-
-
(370,981)
(370,981)
Total comprehensive income
-
-
989,509
989,509
Issue of share capital
24
70,114,000
-
-
70,114,000
Dividends
12
-
-
(631,026)
(631,026)
Transfers
-
(16,202,358)
-
(16,202,358)
Balance at 31 May 2025
70,114,000
(16,202,358)
358,483
54,270,125
ROTOLOK GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 18 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2024
-
-
-
Year ended 31 May 2025:
Profit and total comprehensive income
-
1,000,000
1,000,000
Issue of share capital
24
70,114,000
-
70,114,000
Dividends
12
-
(631,026)
(631,026)
Balance at 31 May 2025
70,114,000
368,974
70,482,974
ROTOLOK GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2025
- 19 -
2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
29
2,044,016
Interest paid
(65,853)
Income taxes paid
(485,096)
Net cash inflow from operating activities
1,493,067
Investing activities
Purchase of tangible fixed assets
(8,281,716)
Proceeds from disposal of tangible fixed assets
35,735
Interest received
534,999
Net cash used in investing activities
(7,710,982)
Financing activities
Dividends paid to equity shareholders
(631,026)
Net cash used in financing activities
(631,026)
Net decrease in cash and cash equivalents
(6,848,941)
Cash aquired on purchase of Rotolok (Holdings) Limited
18,363,100
Cash and cash equivalents at end of year
11,514,159
ROTOLOK GROUP LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2025
- 20 -
2025
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
30
(359,000)
Investing activities
Dividends received
1,000,000
Net cash generated from investing activities
1,000,000
Financing activities
Dividends paid to equity shareholders
(631,026)
Net cash used in financing activities
(631,026)
Net increase in cash and cash equivalents
9,974
Cash and cash equivalents at beginning of year
-
Cash and cash equivalents at end of year
9,974
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 21 -
1
Accounting policies
Company information

Rotolok Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 1 Millennium Place, Tiverton Buisness park, Tiverton, Devon EX16 6SB.

The group consists of Rotolok Group Limited and all of its subsidiaries.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties, listed investments and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Rotolok Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 May 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the g roup.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

For the year ended 31 May 2025 control of the Rotolok (Holdings) Limited group was acquired shortly after 1 June 2024, it is not practical to obtain a split of the trading of the group during the year so for the purposes of the Rotolok Group Limited group control was deemed to be acquired on 1 June 2024. The impact on the group's account of this change in date is not material to the group's P&L reserves at 31 May 2025.

ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 22 -

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

A t the time of approving the financial statements, t he directors have a reasonable expectation that the group and parent company ha ve adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Manufacturing and eningeering

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Income is recognised on delivery of goods other than as described below for contract revenue.

For contract revenue in respect of contracts for specific customers, turnover represents the value of work done in the year, including estimates of amounts not invoiced. Turnover in respect of these contracts is recognised by reference to the stage of completion.

Rental and investment

Rental and investment income is recognised on a time apportioned basis.

Dividend

Dividend income is recognised when dividends are declared (for non-listed shares) or when shares become ex dividend (for listed shares).

ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 23 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 or 20 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
2% straight line
Other tangible assets
15% - 25% reducing balance
Fixtures and fittings
15% - 25% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Some overseas subsidiaries use depreciation rates above those disclosed above. The financial impact of these higher rates is not material and so no adjustment has been made (other than to properties which are all corrected to 2% straight line). The assets involved are generally lower value, shorter life assets such as computers and electrical equipment. Rates used vary but are up to 52% reducing balance.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value a t the reporting end date. Changes in fair value are recognised in profit or loss.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 24 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the g roup’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent c ompany financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 25 -
1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 26 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 27 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 28 -
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Turnover and other revenue
2025
£
Turnover analysed by class of business
Manufacturing and Engineering Division
31,381,695
Property Income
797,179
32,178,874
2025
£
Other revenue
Interest income
534,999
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 29 -
4
Operating profit
2025
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of tangible fixed assets
1,080,252
Profit on disposal of tangible fixed assets
(1,278)
Amortisation of intangible assets
6,649
5
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
29,500
Audit of the financial statements of the company's subsidiaries
39,786
69,286
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2025
Number
Number
Production
212
-
Administration and support
105
-
Total
317
0

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
10,106,884
-
0
Social security costs
971,461
-
Pension costs
272,266
-
0
11,350,611
-
0
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 30 -
7
Directors' remuneration
2025
£
Remuneration for qualifying services
377,068
Company pension contributions to defined contribution schemes
31,443
408,511

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1.

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
£
Remuneration for qualifying services
193,480
Company pension contributions to defined contribution schemes
31,443
8
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
486,831
Other interest income
48,168
Total income
534,999
2025
Investment income includes the following:
£
Interest on financial assets not measured at fair value through profit or loss
486,831
9
Interest payable and similar expenses
2025
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
65,853
10
Amounts written off investments
2025
£
Amounts written off investments held at fair value
(351,975)
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 31 -
11
Taxation
2025
£
Current tax
UK corporation tax on profits for the current period
121,802
Adjustments in respect of prior periods
(21,251)
Total UK current tax
100,551
Foreign current tax on profits for the current period
413,227
Total current tax
513,778
Deferred tax
Origination and reversal of timing differences
(119,949)
Total tax charge
393,829

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2025
£
Profit before taxation
1,754,319
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00%
438,580
Tax effect of expenses that are not deductible in determining taxable profit
162,696
Permanent capital allowances in excess of depreciation
(234,753)
Effect of revaluations of investments
87,994
Effect of overseas tax rates
(47,009)
Under/(over) provided in prior years
(13,679)
Taxation charge
393,829
12
Dividends
2025
Recognised as distributions to equity holders:
£
Interim paid
631,026
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 32 -
13
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 June 2024 and 31 May 2025
511,986
Amortisation and impairment
At 1 June 2024
491,074
Amortisation charged for the year
6,649
At 31 May 2025
497,723
Carrying amount
At 31 May 2025
14,263
The company had no intangible fixed assets at 31 May 2025.

Group;

Goodwill has been acquired from the purchase of the Rotolok (Holdings) Group. It is recognised at its original cost (and accumulated amortisation) in the Rotolok (Holdings) Group.

14
Tangible fixed assets
Group
Freehold land and buildings
Other tangible assets
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
Cost
On acquistion from Rotolok (Holdings) Group
11,994,716
11,106,705
1,559,967
290,062
24,951,450
Additions
7,819,641
325,151
33,138
103,784
8,281,714
Disposals
-
0
(66,450)
(25,701)
(62,197)
(154,348)
Exchange adjustments
(123,159)
(145,238)
(17,346)
(7,397)
(293,140)
At 31 May 2025
19,691,198
11,220,168
1,550,058
324,252
32,785,676
Depreciation and impairment
On acquistion from Rotolok (Holdings) Group
2,783,263
8,391,438
1,274,835
173,235
12,622,771
Depreciation charged in the year
252,848
706,547
72,929
47,928
1,080,252
Eliminated in respect of disposals
-
0
(66,450)
(6,155)
(47,286)
(119,891)
Exchange adjustments
(34,149)
(120,481)
(11,610)
(6,772)
(173,012)
At 31 May 2025
3,001,962
8,911,054
1,329,999
167,105
13,410,120
Carrying amount
At 31 May 2025
16,689,236
2,309,114
220,059
157,147
19,375,556
The company had no tangible fixed assets at 31 May 2025.
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 33 -
15
Investment property
Group
Company
2025
2025
£
£
Fair value
At 1 June 2024 and 31 May 2025
10,513,571
-

Properties were acquired from the Rotolok (Holdings) Group on 1 June 2024 at fair valuation.

The properties have been valued by the directors at 31 May 2025 based on an independent valuation at 31 May 2024. The independent valuation was a desktop valuation undertaken by a RICS Registered Valuer from Stratton Creber Commercial using average rental yields for the area. The property portfolio was valued as individual properties and not for sale as a property portfolio.

Had the properties been measured on a historical cost basis, the carrying amount would have been £2,706,026.

16
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
17
-
0
70,114,000
Listed investments
498,486
-
0
498,486
70,114,000
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
On acquistion from Rotolok (Holdings) Group
850,461
Valuation changes
(351,975)
At 31 May 2025
498,486
Carrying amount
At 31 May 2025
498,486
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
16
Fixed asset investments
(Continued)
- 34 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2024
-
Additions
70,114,000
At 31 May 2025
70,114,000
Carrying amount
At 31 May 2025
70,114,000
17
Subsidiaries

Details of the company's subsidiaries at 31 May 2025 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Rotolok (Holdings) Limited
1 Millennium Place, Tiverton, Devon EX16 6SB
Ordinary
100.00
Rotolok Limited
As above
Ordinary
100.00
Solitec Engineering Limited
As above
Ordinary
100.00
Blo-Tech Limited
As above
Ordinary
100.00
Bush & Wilton Limited
As above
Ordinary
100.00
Northfield Foundry Limited
As above
Ordinary
100.00
Sautelma SA
France
Ordinary
100.00
Mona SA
France
Ordinary
100.00
Rotolok EURL
France
Ordinary
100.00
Quadling Family Holdings (Proprietary) Limited
South Africa
Ordinary
100.00
AMD - Rotolok (Proprietary) Limited
South Africa
Ordinary
100.00
Rotolok Bulk Systems (Proprietary) Limited
South Africa
Ordinary
100.00
Rotolok Asia Pacific Pte Ltd
Singapore
Ordinary
100.00
Rotolok Valves Private Limited
India
Ordinary
100.00
Rotolok Australia Pty Limited
Australia
Ordinary
100.00
Rotoprop Pty Limited
Australia
Ordinary
100.00
HR Bulk Feeders and Equipment Proprietary Ltd
South Africa
Ordinary
100.00
McCauley Company, Inc
USA
Ordinary
100.00
Carolina Conveying Inc
USA
Ordinary
100.00
Rotolok Valves Inc
USA
Ordinary
100.00
Bush & Wilton Inc
USA
Ordinary
100.00
Roots Systems Inc
USA
Ordinary
100.00
Rotolok New Zealand Limited
New Zealand
Ordinary
100.00
Roots Systems Limited
1 Millennium Place, Tiverton, Devon EX16 6SB
Ordinary
100.00
Roots Systems Holdings Limited
As above
Ordinary
100.00
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 35 -
18
Stocks
Group
Company
2025
2025
£
£
Raw materials and consumables
3,240,678
-
Work in progress
802,813
-
Finished goods and goods for resale
2,697,943
-
0
6,741,434
-
19
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
4,569,288
-
0
Gross amounts owed by contract customers
5,964,775
-
0
Amounts owed by group undertakings
-
359,000
Other debtors
2,059,700
-
0
Prepayments and accrued income
825,093
-
0
13,418,856
359,000
20
Creditors: amounts falling due within one year
Group
Company
2025
2025
£
£
Payments received on account
1,155,663
-
0
Trade creditors
2,805,590
-
0
Corporation tax payable
37,024
-
0
Other taxation and social security
455,874
-
Other creditors
503,230
-
0
Accruals and deferred income
1,384,153
-
0
6,341,534
-
0
21
Provisions for liabilities
Group
Company
2025
2025
£
£
165,254
-
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
21
Provisions for liabilities
(Continued)
- 36 -
Movements on provisions:
Group
£
On acquistion from Rotolok (Holdings) Group
217,094
Additional provisions in the year
(51,840)
At 31 May 2025
165,254
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2025
Group
£
Accelerated capital allowances
159,938
Investments
1,016,328
Rolled over gains
123,146
1,299,412
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
On acquistion from Rotolok (Holdings) Group
1,419,361
-
Credit to profit or loss
(119,949)
-
Liability at 31 May 2025
1,299,412
-

T he deferred tax liability set out above is expected to reverse as assets are depreciated and relates to accelerated capital allowances. Deferred tax liabilities on investments and rolled over gains relate to the property portfolio and these are expected to remain in the long term.

23
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
272,266
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
23
Retirement benefit schemes
(Continued)
- 37 -

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

24
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of £1 each
70,114,000
70,114,000

The ordinary shares rank pari passu.

25
Non-distributable profits reserve
Group
Company
2025
2025
£
£
At the beginning of the year
-
-
Non distributable profits in the year
(263,981)
-
At the end of the year
(263,981)
-
26
Events after the reporting date

On 1 June 2025 the immediate subsidiary company and company declared a distribution in specie being the full investment value of £10,000,000 for the 100% shareholding in Roots Systems Holdings Limited, £2,000 for the full share capital of Roots Systems Limited and $3,000 for the full share capital of Roots Systems Inc. These companies have now formed a new group under the parent company Roots Systems Group Limited. As part of the creation of the new group, Rotolok Group Limited reduced its share capital by £17,997,000.

On 2 June 2025 a share cancellation of 52,006,857 shares was enacted by Rotolok Group Limited with £52,006,857 being credited to distributable reserves.

27
Related party transactions
Transactions with related parties

Dividends declared by subsidiaries to the company in the year were £1,000,000.

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
Balance
£
Group
Loan to Sutton Harbour Group PLC
248,281
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
27
Related party transactions
(Continued)
- 38 -

An unsecured loan has been made to Sutton Harbour Group PLC. The loan is repayable no earlier than 31 March 2026 and interest is accruing at 10% pa.

Mr S Swales is a director of Rotolok Group Limited and Sutton Harbour Group PLC.

28
Directors' transactions

Dividends totalling £63,107 were paid in the year in respect of shares held by the company's directors.

Loans made to the company and group by directors total £343,763. Interest is charged at 3% above base rate and the loans are repayable on demand.

29
Cash generated from group operations
2025
£
Profit after taxation
1,360,490
Adjustments for:
Taxation charged
393,829
Finance costs
65,853
Investment income
(534,999)
Gain on disposal of tangible fixed assets
(1,278)
Fair value gain on foreign exchange contracts
(250,853)
Amortisation and impairment of intangible assets
6,649
Depreciation and impairment of tangible fixed assets
1,080,252
Other gains and losses
351,975
Decrease in provisions
(51,840)
Movements in working capital:
Decrease in stocks
409,719
Decrease in debtors
1,195,492
Decrease in creditors
(1,981,273)
Cash generated from operations
2,044,016
ROTOLOK GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 39 -
30
Cash absorbed by operations - company
2025
£
Profit after taxation
1,000,000
Adjustments for:
Investment income
(1,000,000)
Movements in working capital:
Increase in debtors
(359,000)
Cash absorbed by operations
(359,000)
31
Analysis of changes in net funds - group
1 June 2024
Cash flows
31 May 2025
£
£
£
Cash at bank and in hand
-
11,514,159
11,514,159
32
Analysis of changes in net funds - company
1 June 2024
Cash flows
31 May 2025
£
£
£
Cash at bank and in hand
-
9,974
9,974
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