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Registered number: 03207434 Rowlinson Holdings Limited Annual Report and Financial Statements For the year ended 31 December 2025
Rowlinson Holdings Limited Company Information
Directors | D S Chilton
| S J Weir
Company secretary | M T Holloway
Registered number | 03207434
Registered office | Gardale House
| 118b Gatley Road
| Gatley
| Cheadle
| Cheshire
| SK8 4AU
Independent auditors | Hurst Accountants Limited
| Chartered Accountants & Statutory Auditors
| 3 Stockport Exchange
| Stockport
| Cheshire
| SK1 3GG
Bankers | The Royal Bank of Scotland plc
| 1 Spinningfields Square
| Quay Street
| Manchester
| M3 3AP
Rowlinson Holdings Limited Contents
| Page
Strategic report | 1
Directors' report | 2 - 3
Independent auditors' report | 4 - 7
Statement of comprehensive income | 8
Balance sheet | 9
Statement of changes in equity | 10
Notes to the financial statements | 11 - 13
Rowlinson Holdings Limited Strategic Report For the year ended 31 December 2025
Introduction
The directors presents their strategic report for the year ended 31 December 2025.
Business review
The nature of the company's operations and its principal activity remains that of a holding company. A full strategic review of the group is included within the consolidated financial statements of the ultimate parent company, Rowcon Limited.
Principal risks and uncertainties
The directors appraise the risks and uncertainties affecting the group on an ongoing basis and recognise the importance of good risk management systems. The principal risk affecting the company is impairment of the company's investment in its subsidiary.
Financial key performance indicators
The company's principal activity is that of a holding company and therefore the directors assess that there are no key performance indicators. This report was approved by the board and signed on its behalf.
D S Chilton Director
Date: 16 April 2026
Page 1
Rowlinson Holdings Limited Directors' Report For the year ended 31 December 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements 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.
Results and dividends
The profit for the year, after taxation, amounted to £NIL (2024 - £NIL). Dividends of £Nil (2024: £Nil) were paid out during the year.
Directors
The directors who served during the year were:
D S Chilton
S J Weir
Disclosure of information to auditors
Each of the persons who are directors at the time when this directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information. Page 2
Rowlinson Holdings Limited Directors' Report (continued) For the year ended 31 December 2025
Auditors
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf.
D S Chilton Director
Date: 16 April 2026
Page 3
Rowlinson Holdings Limited Independent Auditors' Report to the Members of Rowlinson Holdings Limited
Opinion
We have audited the financial statements of Rowlinson Holdings Limited (the 'Company') for the year ended 31 December 2025, which comprise the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 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 Company's affairs as at 31 December 2025 and of its result 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our 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. Page 4
Rowlinson Holdings Limited Independent Auditors' Report to the Members of Rowlinson Holdings Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 5
Rowlinson Holdings Limited Independent Auditors' Report to the Members of Rowlinson Holdings Limited (continued)
Auditors' 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 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: Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: ∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. ∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. ∙Supporting documentation relating to the Company's policies and procedures for: °Identifying, evaluating, and complying with laws and regulations °Detecting and responding to the risks of fraud ∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. ∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. ∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Antibribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: ∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. ∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. ∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. ∙Enquiring of management about any actual and potential litigation and claims. ∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud. We have also considered the risk of fraud through management override of controls by: ∙Testing the appropriateness of journal entries and other adjustments. ∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and Page 6
Rowlinson Holdings Limited Independent Auditors' Report to the Members of Rowlinson Holdings Limited (continued) ∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 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.
Use of our report
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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. Anthony Woodings (senior statutory auditor) for and on behalf of Hurst Accountants Limited Chartered Accountants Statutory Auditors 3 Stockport Exchange Stockport Cheshire SK1 3GG 16 April 2026 Page 7
Rowlinson Holdings Limited Statement of Comprehensive Income For the year ended 31 December 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Income from shares in group undertakings |  | - | -
Tax on profit |  | - | -
Profit for the financial year |  | - | -
There were no recognised gains and losses for 2025 or 2024 other than those included in the profit and loss account.
The notes on pages 11 to 13 form part of these financial statements.
Page 8
Rowlinson Holdings Limited Registered number: 03207434 Balance Sheet As at 31 December 2025
| 2025 | 2024
Note | £ | £
Fixed assets |  |  |
Investments | 5 | 1,125,000 | 1,125,000
Net assets |  | 1,125,000 | 1,125,000
Capital and reserves |  |  |
Called up share capital | 6 | 65,000 | 65,000
Capital redemption reserve | 7 | 35,000 | 35,000
Profit and loss account | 7 | 1,025,000 | 1,025,000
|  | 1,125,000 | 1,125,000
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D S Chilton
Director
Date: 16 April 2026
The notes on pages 11 to 13 form part of these financial statements. Page 9
Rowlinson Holdings Limited Statement of Changes in Equity For the year ended 31 December 2025
| Called up share capital | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2025 | 65,000 | 35,000 | 1,025,000 | 1,125,000
Total comprehensive income for the year | - | - | - | -
At 31 December 2025 | 65,000 | 35,000 | 1,025,000 | 1,125,000
| The notes on pages 11 to 13 form part of these financial statements.
Statement of Changes in Equity For the year ended 31 December 2024
| Called up share capital | Capital redemption reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2024 | 65,000 | 35,000 | 1,025,000 | 1,125,000
Total comprehensive income for the year | - | - | - | -
At 31 December 2024 | 65,000 | 35,000 | 1,025,000 | 1,125,000
| The notes on pages 11 to 13 form part of these financial statements.
Page 10
Rowlinson Holdings Limited Notes to the Financial Statements For the year ended 31 December 2025
1. | General information
Rowlinson Holdings Limited is a private company limited by shares and incorporated in England. The address of the registered office and principal place of business is Gardale House, 118b Gatley Road, Gatley, Cheadle, SK8 4AU. The company's registered number is 03207434. The nature of the company's operation and its principal activity is that of a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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 judgement in applying the Company's accounting policies (see note 3).
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d). This information is included in the consolidated financial statements of Rowcon Limited as at 31 December 2025 and these financial statements may be obtained from Registrar of Companies, Companies House, Crown Way, Cardiff, C14 3UZ.
| 2.3 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.4 | Financial instruments
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income. Page 11
Rowlinson Holdings Limited Notes to the Financial Statements For the year ended 31 December 2025
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates. The items in the financial statements where the judgements and estimates have been made include: Provision for impairment loss on investments in subsidiaries Management assess at each reporting date whether there is an indication that the investment in the subsidiary is impaired. If any such indication exists management shall estimate the recoverable amount of the asset and any impairment loss shall be recognised immediately in profit or loss.
4. | Employees
The average monthly number of employees, including directors, during the year was 2 (2024 - 1).
5. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 1,125,000
| At 31 December 2025 | 1,125,000
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Principal activity | Class of shares | Holding
| Rowlinson Constructions Limited | Gardale House, 118b Gatley Road, Gatley, Cheadle, SK8 4AU | Building contractor | Ordinary | 100%
Page 12
Rowlinson Holdings Limited Notes to the Financial Statements For the year ended 31 December 2025
6. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 65,000 (2024 - 65,000) Ordinary shares of £1.00 each | 65,000 | 65,000
| There is a single class of ordinary shares. There are no restrictions on the distribution of dividends or the repayment of capital.
7. | Reserves
Capital redemption reserve Capital redemption reserve - includes the nominal value of own shares purchased by the company. Profit and loss account Profit and loss account - includes all current and prior period retained profits and losses, net of dividends paid.
8. | Related party transactions
| The director has chosen not to disclose transactions entered into with other companies wholly owned within the group as permitted under FRS 102 paragraph 33.1A. Key management personnel remuneration totalled £nil (2024 - £nil).
9. | Controlling party
The ultimate parent undertaking is Rowcon Limited, a company registered in England. Rowcon Limited is the parent company for the largest group for which group accounts are prepared. The consolidated financial statements of this group are available to the public and may be obtained from the Registrar of Companies, Companies House, Crown Way, Cardiff, C14 3UZ. The ultimate parent company is jointly controlled by its directors.
Page 13