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REGISTERED NUMBER: 11929711 (England and Wales)











GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ROCKBAY CAPITAL LTD

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Statement of Comprehensive Income 9

Consolidated Statement of Financial Position 10

Company Statement of Financial Position 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Statement of Cash Flows 14

Notes to the Consolidated Statement of Cash Flows 15

Notes to the Consolidated Financial Statements 16


ROCKBAY CAPITAL LTD

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2025







DIRECTORS: A P Walker
S A Walker





REGISTERED OFFICE: Avocet House
Wilford Bridge Road
Melton
Woodbridge
Suffolk
IP12 1RB





REGISTERED NUMBER: 11929711 (England and Wales)





AUDITORS: Walter Wright
Chartered Accountants
Statutory Auditor
89 High Street
Hadleigh
Ipswich
Suffolk
IP7 5EA

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025


The directors present their strategic report on the financial statements for the year ended 31 December 2024.

The group operates in the manufacture and distribution of sporting goods in the UK and throughout the world. It also continues to build a real estate portfolio.

REVIEW OF BUSINESS
The two main key performance indicators for the business are turnover and operating profit as these are the key drivers of profitability. Turnover for the period was £17,295,531 (year ended 31 December 2024 - £14,864,268) and operating profit was £4,564,243 (year ended 31 December 2024 - £4,396,184).

The group enjoyed a strong position at the period end with net assets of £32,985,971 (31 December 2024 - £30,347,526) including cash balances of £10,640,462 (31 December 2024 - £8,777,085).

PRINCIPAL RISKS AND UNCERTAINTIES
The markets in which the group operates remain competitive. Whilst the group retains a strong market position, inflationary pressures are leading to rising costs coupled with reduced disposable income among customers. There is therefore a potential for reduced demand. Exporting to the EU remains challenging although the group is mitigating the extra regulation requirements via the implementation of automated systems. The group seeks to retain market share by continually developing and improving products and providing excellent customer service for both the distribution network and end user.

The market sector that the group operates in is subject to a number of risks involving legislation on firearms and associated accessories. The group's product range includes riflescopes which are on the military list in some countries and require an export licence. The group has been compliant with all regulations governing the licences. The overall risks of tighter gun control or further export regulation are lessened by operating in several countries.

FINANCIAL RISK MANAGEMENT
The activities of the business expose it to several financial risks. Management of these risks is outlined below:

Credit risk
The group's credit risk is primarily attributable to its trade debtors. Credit risk is managed by running credit checks on new customers and by monitoring accounts receivable against agreed parameters.

Price risk
The group is exposed to movement in foreign exchange, specifically USD to GBP and EUR to GBP. The group carefully monitors foreign exchange movements in order to achieve competitive pricing on the goods that it purchases. The group manages this risk by diversification of foreign currencies with transactions across a number of countries.

Liquidity risk
The group monitors cash flow as part of its day to day control procedures. The board considers cash flow projection on a monthly basis and ensures that appropriate facilities are available to be drawn upon as necessary.


ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

FUTURE DEVELOPMENTS
The group seeks to retain market share by continually developing and improving products and providing excellent customer service for both the distribution network and end user. The group continues to build a real estate investment portfolio.

ON BEHALF OF THE BOARD:



A P Walker - Director


7 July 2026

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2025


The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the manufacture and distribution of sporting goods in the UK and throughout the world.

DIVIDENDS
Interim dividends per share were paid as follows:
Ordinary £1 shares £910.00 -
Redeemable preference £1 shares NIL
A Redeemable Preference £1 shares 8.308p -


The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 472,000 .

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

A P Walker
S A Walker

FINANCIAL INSTRUMENTS
The group's financial risk management objective is broadly to seek to make neither a profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and where necessary borrowings at prevailing market interest rates.

A natural foreign currency hedge exists in respect of income generated in Euros and US Dollars, and costs denominated in US Dollars.

The group does not use hedging instruments and does not use hedge accounting.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
During the year the group had in force a qualifying third party indemnity insurance policy in favour of one or more directors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 company and the group 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;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Walter Wright, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





A P Walker - Director


7 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROCKBAY CAPITAL LTD


Opinion
We have audited the financial statements of Rockbay Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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 group's and of the parent company affairs as at 31 December 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROCKBAY CAPITAL LTD


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on pages four and five, 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 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 the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ROCKBAY CAPITAL LTD


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 a Report of the Auditors 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:

Our procedures in relation to fraud included but were not limited to:

- obtained an understanding of the nature of the sector, including the legal and regulatory framework that the group operates in.
- enquiries of management whether they have knowledge of any actual, suspected or alleged fraud;
- gaining an understanding of the internal controls established to mitigate risk related to fraud and management override.
- discussion amongst the engagement team regarding risk of fraud such as opportunities for fraudulent manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates; and
- addressing the risk of fraud through management override of controls by performing journal entry testing.
- challenging accounting estimates to ensure no indication of management bias.

The primary responsibility for the prevention and detection of irregularities including fraud rests with both those charged with governance and management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 Report of the Auditors.

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 a Report of the Auditors 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.




Kevin Brown ACA MAAT (Senior Statutory Auditor)
for and on behalf of Walter Wright
Chartered Accountants
Statutory Auditor
89 High Street
Hadleigh
Ipswich
Suffolk
IP7 5EA

7 July 2026

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025 2024
Notes £    £   

TURNOVER 3 17,295,531 14,864,268

Cost of sales 9,354,007 7,795,762
GROSS PROFIT 7,941,524 7,068,506

Administrative expenses 4,865,132 4,029,943
3,076,392 3,038,563

Other operating income 4 1,336,506 1,357,621
Gain/loss on revaluation of investment
property

151,345

-
OPERATING PROFIT 6 4,564,243 4,396,184

Interest receivable and similar income 7 435,733 411,884
4,999,976 4,808,068
Gain/loss on revaluation of investments 269,620 -
5,269,596 4,808,068

Interest payable and similar expenses 8 130,573 381
PROFIT BEFORE TAXATION 5,139,023 4,807,687

Tax on profit 9 1,028,578 1,137,478
PROFIT FOR THE FINANCIAL YEAR 4,110,445 3,670,209

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 1,190,927 1,545,204
Tangible assets 13 1,908,962 1,866,319
Investments 14 3,269,620 -
Investment property 15 6,633,505 6,051,505
13,003,014 9,463,028

CURRENT ASSETS
Stocks 16 6,623,464 9,457,024
Debtors 17 4,770,707 4,730,570
Cash at bank 10,640,462 8,777,085
22,034,633 22,964,679
CREDITORS
Amounts falling due within one year 18 2,041,006 1,967,857
NET CURRENT ASSETS 19,993,627 20,996,822
TOTAL ASSETS LESS CURRENT
LIABILITIES

32,996,641

30,459,850

PROVISIONS FOR LIABILITIES 20 10,670 112,324
NET ASSETS 32,985,971 30,347,526

CAPITAL AND RESERVES
Called up share capital 21 2,100,400 3,100,400
Capital redemption reserve 22 17,200,000 16,200,000
Retained earnings 22 13,685,571 11,047,126
SHAREHOLDERS' FUNDS 32,985,971 30,347,526

The financial statements were approved by the Board of Directors and authorised for issue on 7 July 2026 and were signed on its behalf by:





A P Walker - Director


ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

COMPANY STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2025

2025 2024
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 12 - -
Tangible assets 13 - -
Investments 14 18,360,300 18,360,300
Investment property 15 - -
18,360,300 18,360,300

CURRENT ASSETS
Debtors 17 1,046,394 1,954,244

CREDITORS
Amounts falling due within one year 18 106,294 1,014,144
NET CURRENT ASSETS 940,100 940,100
TOTAL ASSETS LESS CURRENT
LIABILITIES

19,300,400

19,300,400

CAPITAL AND RESERVES
Called up share capital 21 2,100,400 3,100,400
Capital redemption reserve 17,200,000 16,200,000
SHAREHOLDERS' FUNDS 19,300,400 19,300,400

Company's profit for the financial year 1,472,000 2,129,000

The financial statements were approved by the Board of Directors and authorised for issue on 7 July 2026 and were signed on its behalf by:





A P Walker - Director


ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2024 5,100,400 9,505,917 14,200,000 28,806,317

Changes in equity
Shares redeemed (2,000,000 ) - - (2,000,000 )
Purchase of own shares - (2,000,000 ) 2,000,000 -
Dividends - (129,000 ) - (129,000 )
Total comprehensive income - 3,670,209 - 3,670,209
Balance at 31 December 2024 3,100,400 11,047,126 16,200,000 30,347,526

Changes in equity
Shares redeemed (1,000,000 ) - - (1,000,000 )
Purchase of own shares - (1,000,000 ) 1,000,000 -
Dividends - (472,000 ) - (472,000 )
Total comprehensive income - 4,110,445 - 4,110,445
Balance at 31 December 2025 2,100,400 13,685,571 17,200,000 32,985,971

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2024 5,100,400 - 14,200,000 19,300,400

Changes in equity
Shares redeemed (2,000,000 ) - - (2,000,000 )
Purchase of own shares - (2,000,000 ) 2,000,000 -
Dividends - (129,000 ) - (129,000 )
Total comprehensive income - 2,129,000 - 2,129,000
Balance at 31 December 2024 3,100,400 - 16,200,000 19,300,400

Changes in equity
Shares redeemed (1,000,000 ) - - (1,000,000 )
Purchase of own shares - (1,000,000 ) 1,000,000 -
Dividends - (472,000 ) - (472,000 )
Total comprehensive income - 1,472,000 - 1,472,000
Balance at 31 December 2025 2,100,400 - 17,200,000 19,300,400

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025

2025 2024
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 8,685,294 7,248,463
Interest paid (40 ) (381 )
Tax paid (1,377,502 ) (1,100,726 )
Taxation refund 271,162 -
Net cash from operating activities 7,578,914 6,147,356

Cash flows from investing activities
Purchase of tangible fixed assets (140,065 ) (4,199 )
Purchase of fixed asset investments (3,000,000 ) -
Purchase of investment property (30,655 ) (484,303 )
Interest received 438,196 473,282
Net cash from investing activities (2,732,524 ) (15,220 )

Cash flows from financing activities
New loans in year 14,538 -
Loan repayments in year (2,963,489 ) (2,366,352 )
Net cash from financing activities (2,948,951 ) (2,366,352 )

Increase in cash and cash equivalents 1,897,439 3,765,784
Cash and cash equivalents at
beginning of year

2

8,777,085

5,022,272
Effect of foreign exchange rate changes (34,062 ) (10,971 )
Cash and cash equivalents at end of
year

2

10,640,462

8,777,085

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025


1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2025 2024
£    £   
Profit before taxation 5,139,023 4,807,687
Depreciation charges 451,699 439,772
Gain on revaluation of fixed assets (420,965 ) -
Exchange adjustments 34,062 10,971
Finance costs 130,573 381
Finance income (435,733 ) (411,884 )
4,898,659 4,846,927
Decrease in stocks 2,833,560 2,059,938
(Increase)/decrease in trade and other debtors (99,153 ) 1,552,409
Increase/(decrease) in trade and other creditors 1,052,228 (1,210,811 )
Cash generated from operations 8,685,294 7,248,463

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025
31.12.25 1.1.25
£    £   
Cash and cash equivalents 10,640,462 8,777,085
Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 8,777,085 5,022,272


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25 Cash flow At 31.12.25
£    £    £   
Net cash
Cash at bank 8,777,085 1,863,377 10,640,462
8,777,085 1,863,377 10,640,462
Total 8,777,085 1,863,377 10,640,462

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025


1. STATUTORY INFORMATION

Rockbay Capital Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:

- No statement of cash flows or net debt reconciliation has been presented for the parent company.
- No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

Basis of consolidation
The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. At the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair value at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Critical accounting judgements and key sources of estimation uncertainty
In preparing these financial statements. the directors have made the following judgements:

- Determine where there are indicators of impairment of the group's tangible assets and investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

- Investment properties are revalued to fair value annually. The group recognises the property at fair value, defined as the estimated amount for which a property should exchange on the date of the valuation between a willing buyer and seller in an arm's length transaction, through the use of comparable values of similar properties observable in the market. The directors access the carrying value at each reporting date to ensure that the carrying value is adjusted to fair value.

There are no other key sources of estimation uncertainty.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents the sales of goods, retail and trade, is recognised on dispatch of the goods and excludes value added tax.

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the group's share of the identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over its useful economic life, 10 years.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 2% on cost
Office equipment - 15% on reducing balance
Motor vehicles - 25% on reducing balance
Computer equipment - 33% on cost

Investment in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Investment property
Investment properties are included in the statement of financial position at their open market value and are not depreciated. This treatment is contrary to the Companies Act 2006 which states that fixed assets should be depreciated but is, in the opinion of the directors, necessary to give a true and fair view.

The investment properties held by the group are periodically valued by the directors on an open market existing use basis. The directors then access whether the valuation is reasonable or requires amending at each year end.

Any gain or loss on the revaluation of investment properties is recognised in the statement of comprehensive income.

Stocks
Stocks are valued using the first in first out basis at the lower of cost and net realisable value after making due allowance for obsolete and slow moving stocks. Cost includes all direct costs including import duties and shipping costs.

At the reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less selling costs. The impairment loss is recognised immediately in the statement of comprehensive income.

Investments
The listed investments comprise investments in unit trusts. These are recognised at fair value with the gain or loss on revaluation being recognised in the income statement


ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Hire purchase and leasing
Where assets are financed by leasing arrangements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant asset is charged to the statement of comprehensive income over the shorter of estimated useful economic life and the term of the lease.

Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the statement of comprehensive income over the term of the lease and is calculated so that it represents a constant proportion of the balance of capital payments outstanding. The capital part reduces the amount payable to the lessor.

All other leases are treated as operating leases. Their annual rentals are charged to the statement of comprehensive income on a straight-line basis over the term of the lease.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


3. TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

2025 2024
£    £   
United Kingdom 9,034,953 7,681,068
Europe 6,275,972 5,810,278
Rest of world 1,984,606 1,372,922
17,295,531 14,864,268

4. OTHER OPERATING INCOME
2025 2024
£    £   
Rents received 274,323 260,630
Management charges 1,062,183 1,096,991
1,336,506 1,357,621

5. EMPLOYEES AND DIRECTORS
2025 2024
£    £   
Wages and salaries 1,707,977 1,485,823
Social security costs 226,255 169,550
Other pension costs 203,435 85,117
2,137,667 1,740,490

The average number of employees during the year was as follows:
2025 2024

Directors 2 2
Sales and administration 29 27
Production, warehouse and distribution 4 4
35 33

2025 2024
£    £   
Directors' remuneration 26,824 17,568
Directors' pension contributions to money purchase schemes 120,000 60,000

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 2 2

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


6. OPERATING PROFIT

The operating profit is stated after charging:

2025 2024
£    £   
Depreciation - owned assets 97,422 85,495
Goodwill amortisation 354,277 354,277
Auditors' remuneration 14,100 12,750
Foreign exchange differences 96,304 636
Lease payments recognised as an expense 114,926 99,993

7. INTEREST RECEIVABLE AND SIMILAR INCOME
2025 2024
£    £   
Deposit account interest 331,241 272,788
Other interest received 104,492 107,916
Net foreign exchange gains on loans - 31,180
435,733 411,884

8. INTEREST PAYABLE AND SIMILAR EXPENSES
2025 2024
£    £   
Other interest paid 40 381
Net foreign exchange losses on loans 130,533 -
130,573 381

9. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2025 2024
£    £   
Current tax:
UK corporation tax 1,130,232 1,145,317

Deferred tax (101,654 ) (7,839 )
Tax on profit 1,028,578 1,137,478

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


9. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025 2024
£    £   
Profit before tax 5,139,023 4,807,687
Profit multiplied by the standard rate of corporation tax in the UK of
25 % (2024 - 25 %)

1,284,756

1,201,922

Effects of:
Expenses not deductible for tax purposes 100,179 93,033
Adjustments to tax charge in respect of previous periods 6,273 4,088
Additional deduction for patent box (166,750 ) (168,750 )
Permanent fixed asset timing differences 7,185 7,185
Recognise capital loss (203,065 ) -
Total tax charge 1,028,578 1,137,478

10. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


11. DIVIDENDS
2025 2024
£    £   
Ordinary shares of £1 each
Interim 364,000 75,000
A Redeemable Preference shares of £1 each
Interim 108,000 54,000
472,000 129,000

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


12. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2025
and 31 December 2025 3,542,765
AMORTISATION
At 1 January 2025 1,997,561
Amortisation for year 354,277
At 31 December 2025 2,351,838
NET BOOK VALUE
At 31 December 2025 1,190,927
At 31 December 2024 1,545,204

13. TANGIBLE FIXED ASSETS

Group
Freehold Office Motor Computer
property equipment vehicles equipment Totals
£    £    £    £    £   
COST
At 1 January 2025 1,901,907 23,925 248,587 60,516 2,234,935
Additions - 10,000 130,065 - 140,065
At 31 December 2025 1,901,907 33,925 378,652 60,516 2,375,000
DEPRECIATION
At 1 January 2025 184,058 14,164 126,970 43,424 368,616
Charge for year 30,591 2,386 55,350 9,095 97,422
At 31 December 2025 214,649 16,550 182,320 52,519 466,038
NET BOOK VALUE
At 31 December 2025 1,687,258 17,375 196,332 7,997 1,908,962
At 31 December 2024 1,717,849 9,761 121,617 17,092 1,866,319

Included in freehold property above is freehold land at cost of £271,463 which is not depreciated.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


14. FIXED ASSET INVESTMENTS

Group
Listed
investments
£   
COST OR VALUATION
Additions 3,000,000
Revaluations 269,620
At 31 December 2025 3,269,620
NET BOOK VALUE
At 31 December 2025 3,269,620

The listed investments comprise investments in unit trusts. These are recognised at fair value.

Market value of listed investments at 31 December 2025 - £ 3,269,620 .
Company
Shares in
group
undertaking
£   
COST
At 1 January 2025
and 31 December 2025 18,360,300
NET BOOK VALUE
At 31 December 2025 18,360,300
At 31 December 2024 18,360,300

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

Hawke Optics Limited
Registered office: Avocet House, Wilford Bridge Road, Melton, Woodbridge, Suffolk, IP12 1RB
Nature of business: Manufacture & distributor of sporting goods
%
Class of shares: holding
Ordinary 100.00


ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


15. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2025 6,051,505
Additions 430,655
Revaluations 151,345
At 31 December 2025 6,633,505
NET BOOK VALUE
At 31 December 2025 6,633,505
At 31 December 2024 6,051,505

Fair value at 31 December 2025 is represented by:
£   
Valuation in 2025 6,633,505

If the investment properties had not been revalued they would have been included at the following historical cost:

2025 2024
£    £   
Cost 6,730,673 6,300,018
Aggregate depreciation (501,744 ) (367,131 )

Investment property was valued on an open market basis on 31 December 2025 by the directors .

16. STOCKS

Group
2025 2024
£    £   
Stocks 6,623,464 9,457,024

17. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade debtors 2,183,343 2,364,565 - -
Amounts owed by group undertakings - - 877,193 1,954,144
Other debtors 1,827,425 1,974,312 - -
Directors' current accounts 169,101 - 169,101 -
Corporation tax 186,259 271,162 - -
Called up share capital not paid 100 100 100 100
Prepayments and accrued income 404,479 120,431 - -
4,770,707 4,730,570 1,046,394 1,954,244

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2025 2024 2025 2024
£    £    £    £   
Trade creditors 1,436,608 478,520 - -
Corporation tax - 71,229 - -
Social security and other taxes 83,530 59,503 - -
VAT 408,351 338,617 - -
Other creditors 112,517 1,019,988 106,294 1,014,144
2,041,006 1,967,857 106,294 1,014,144

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2025 2024
£    £   
Within one year 83,000 62,275
Between one and five years 230,667 51,248
In more than five years 180,000 -
493,667 113,523

20. PROVISIONS FOR LIABILITIES

Group
2025 2024
£    £   
Deferred tax
Accelerated capital allowances 11,337 15,126
Tax losses carried forward (203,065 ) -
Other timing differences 202,398 97,198
10,670 112,324

Group
Deferred
tax
£   
Balance at 1 January 2025 112,324
Credit to Statement of Comprehensive Income during year (101,654 )
Balance at 31 December 2025 10,670

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


21. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2025 2024
value: £    £   
400 Ordinary £1 400 400
1,800,000 Redeemable preference £1 800,000 1,800,000
1,300,000 A Redeemable Preference £1 1,300,000 1,300,000
2,100,400 3,100,400

During the year 1,000,000 redeemable preference shares were redeemed for cash at par.

The redeemable preference shares and the A redeemable preference shares are redeemable at par at any time in whole or in part at the option of the company.

The holders of the redeemable preference shares are entitled to receive a cumulative dividend at an annual rate of 0.01% per annum of the un-redeemed amount.

The holders of the A redeemable preference shares are entitled, at the option of the directors, to receive a cumulative dividend at an annual rate of 10% per annum of the un-redeemed amount.

The ordinary shares have no restrictions on the receipt of dividends or repayment of capital.

22. RESERVES

The group's reserves are as follows:

Called up share capital

Called up share capital represents the nominal value of the shares issued.

Capital redemption reserve

The capital redemption reserve represents the nominal value of the company's shares that have been acquired by the company and cancelled.

Profit and loss account

The profit and loss account represents cumulative profits or losses net of dividends paid and other adjustments.

Revaluation reserve

Revaluation gains recognised in respect of the investment property.

23. CONTINGENT LIABILITIES

The group's bankers, Barclays Bank Plc, have provided a guarantee to HM Revenue and Customs on the group's behalf. In turn, the group has provided counter guarantees to Barclays Bank Plc totalling £40,000.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2025


24. PENSION COMMITMENTS

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £203,435 (2024: £85,117). £2,667 of contributions were payable to the fund at the year end (2024: £2,505).

25. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2025 and 31 December 2024:

2025 2024
£    £   
A P Walker
Balance outstanding at start of year - -
Amounts advanced 169,101 -
Amounts repaid - -
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 169,101 -

The loan to A P Walker is unsecured and interest is charged at 3.75%.

26. RELATED PARTY DISCLOSURES

Key management personnel of the entity or its parent (in the aggregate)
2025 2024
£    £   
Purchase of freehold property 400,000 -
Remuneration including pension contributions 138,324 77,568
Remuneration paid to directors' spouses 96,000 96,000
Dividends 364,000 75,000
Amount due from related party 169,101 -
Amount due to related party - 984,143

Other related parties
2025 2024
£    £   
Sales, royalties and management charges 1,329,853 1,186,039
Purchases 14,743 24,123
Interest receivable 104,492 107,916
Amount due from related party 2,565,005 3,129,220

27. CONTROLLING PARTY

A P Walker and S A Walker, directors, are regarded by the directors as being the ultimate controlling parties.