IRIS Accounts Production v26.1.10.61 02477215 Board of Directors 1.1.25 31.12.25 31.12.25 Medium entities The company is a market leading distributor of FMCG (Fast Moving Consumer Goods) residual stocks to the UK and European discount markets and the company has built a reputation based on trust and speed of service to a wide range of suppliers and customers. true true false true true false false false true true true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. 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REGISTERED NUMBER: 02477215 (England and Wales)

| Strategic Report, Report of the Directors and |

| Financial Statements for the Year Ended 31 December 2025 |

| for |

| Rowan International Limited |

| Rowan International Limited (Registered number: 02477215) |

Contents of the Financial Statements

for the Year Ended 31 December 2025

Page |

| Company Information | 1 |

| Strategic Report | 2 |

| Report of the Directors | 5 |

| Report of the Independent Auditors | 7 |

| Income Statement | 11 |

| Other Comprehensive Income | 12 |

| Balance Sheet | 13 |

| Statement of Changes in Equity | 14 |

| Notes to the Financial Statements | 15 |

| Rowan International Limited |

Company Information

for the Year Ended 31 December 2025

| DIRECTORS: | S Guest

| H Kiwan

| D Culibrk

| M A Elkins

| REGISTERED OFFICE: | Endeavour House

| Endeavour Drive

| Festival Leisure Park

| Basildon

| Essex

| SS14 3WF

| REGISTERED NUMBER: | 02477215 (England and Wales)

| AUDITORS: | Voisey & Co LLP

| 8 Winmarleigh Street

| Warrington

| Cheshire

| WA1 1JW

| Rowan International Limited (Registered number: 02477215) |

Strategic Report

for the Year Ended 31 December 2025

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

PRINCIPAL ACTIVITIES

Rowan International Limited (the company) is the trading subsidiary of the Rowan Group of companies.

The company is a market leading distributor of FMCG (Fast Moving Consumer Goods) residual stocks to the UK and European discount markets and the company has built a reputation based on trust and speed of service to a wide range of suppliers and customers.

Residual stock arises due to some form of 'waste' by FMCG manufacturers. This 'waste' is created due to a wide variety of reasons ranging from over-run of production to an unexpected fall in demand. These reasons are unlikely to change materially in the foreseeable future and therefore, the supply side of the business is expected to remain secure.

Discount retailers compete largely on price relative to large and mid-market retailers. The discount channel continues to grow, both in the UK and Europe, and this is expected to remain the trend given the persistent rise in inflation driven by ongoing geopolitical uncertainty. Despite a slowdown in 2025 and into 2026, prices for FMCG essentials for consumers in mainstream retail have not dropped. Inflation remained well above the Bank of England's 2% target for an extended period, resulting in aggregate consumer prices rising by over 20% compared to three years ago. As such, demand for Rowan's products is expected to remain secure.

The company plays a key role in linking supply and demand together so that the potential waste is reduced and ensuring that suppliers and customers make appropriate commercial returns.

FINANCIAL REVIEW

Revenue in 2025 was £57m (2024 £53m), with a gross profit of £10.2m (2024 £9.1m) and gross margin of 17.7% (2024

17.3%). The group reported a profit after tax for the year of £0.3m, (2024 £0.2m).

Sales grew overall by 9%, with double digit expansion in the UK (13%) and a healthy growth in Europe (7%), following investment in key trade shows throughout the year that successfully supported an expansion in both our Supplier and Customer base. 15% more manufacturers trusted Rowan to find new homes for their excess stock in 2025, with significant growth in household and personal care categories in line with growing customer demand.

The change in stock mix throughout the year, supported an improvement in gross margin, enabling our sales and profit to rise in line with each other setting a sustainable base to build from in 2026.

Our like for like trading profit, excluding exceptional items (note 7), improved by 12% year on year supported by continuous cost control to counteract the impact of macro-economic factors such as inflation.

On October 29th, 2024, ownership of the Rowan Group transferred to Transmed Holding Limited, a private family-owned global distribution and supply chain company who operate in markets including the Middle East, Africa and Europe. Experts in the wholesale distribution of FMCG and foodservice products, Transmed brings a wealth of international experience and knowledge, as well as a shared commitment to Rowan's mission and values.

Integration into the Transmed family enabled us to leverage new relationships including the refinancing of our inter-company loan to a 3rd party bank loan benefitting from commercially favourable terms. This continues to ensure that we are well-positioned to develop, grow and innovate into new markets in the next 12 months and beyond.

| Rowan International Limited (Registered number: 02477215) |

Strategic Report

for the Year Ended 31 December 2025

Reviewing and measuring business performance

Management continue to conduct daily and weekly operational meetings to monitor and manage Company performance using comprehensive set of key performance indicators, KPI's, covering financial, supplier, customer, stock, operations, health and safety and people. Key financial metrics are shown below:-

KPI |  | Basis of calculation |  | 2025 |  | 2024 |  |

Gross Profit Margin |  | Gross Profit/Turnover |  | 17.3% |  | 17.1% |  |

Stock Days |  | Average stock/Cost of sales x 365 days |  | 53 |  | 47 |  |

UK% Sales |  | UK turnover/Total turnover |  | 40% |  | 38% |  |

PRINCIPAL RISKS AND UNCERTAINTIES

The Directors consider the known key risks for the company to be the cost of living crisis impact on shopper behaviour; the loss of key suppliers or customers as a result of the inflationary environment and pressure on operating costs in particular wages and transport costs.

Management have considered these risks and undertaken the following mitigating actions,

- Cost of living: constant review of product and pricing to achieve price points consistent with customer expectations.

- Suppliers/Customers: maintaining strong relationships by long-serving buying and sales colleagues to ensure that any issues in either the supplier or customer bases are identified at an early stage.

- Inflation: cost price increases from suppliers have been integrated into selling prices. Long-term transport contracts have been negotiated to secure availability and prices and pay increases have been held to below the headline inflation rate.

- Geo-political uncertainty: continuing to focus acquisition of new customers and suppliers across international markets to reduce reliability on any one geography.

FUTURE DEVELOPMENTS

The company is confident that it has good growth prospects given the increase in the size of the FMCG discount market, particularly in response to the cost-of-living crisis, the security of continued supply of traditional residual stock and the company's ability to respond quickly to the changing retail landscape. Furthermore, with the ever evolving changes in UK and EU regulations (particularly around packaging and waste disposal), the company is well positioned to support manufacturers to find solutions for potential impacted stock to prevent it going to landfill.

Continued integration into the Transmed family provides a secure and sustainable financial platform for Rowan to build upon, along with access to skills, knowledge and a global network to support expansion plans.

Focus remains on geographical expansion, product category diversification and providing solutions to suppliers for their excess and problematic stock. The company will continue to use digital channels to offer customers flexible and efficient access to its stock range, supporting new customer acquisition with 24 hour purchasing, regardless of location and time zone.

| Rowan International Limited (Registered number: 02477215) |

Strategic Report

for the Year Ended 31 December 2025

FINANCIAL RISK MANAGEMENT

The directors assess the financial risk to the company as follows:

Price risk - price risk is driven by the nature of the FMCG residual stock market. This risk is managed by ensuring that products are bought with a reasonable expectation of the price that can be achieved in the market into which the product is sold.

Credit risk - the company's principal assets are stock, trade receivables and cash and bank balances. Credit risk is attributable to the trade receivables. This risk is managed by way of trade credit insurance together with regular reviews of both customer credit limits and payment history. Trade receivables are carried net of allowances for bad debt based on past experience and current knowledge of the receivable balance by customer.

Liquidity risk - The company continues to operate within it's agreed facilities with its main bankers to maintain sufficient working capital liquidity.

Cash-flow risk - the company manages cash-flow risk by way of regular cash-flow forecasts and reviews which inform purchasing decisions to ensure sufficient cash headroom exists relative to its facilities.

ON BEHALF OF THE BOARD:

M A Elkins - Director

5 August 2026

| Rowan International Limited (Registered number: 02477215) |

Report of the Directors

for the Year Ended 31 December 2025

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

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

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

S Guest

H Kiwan

Other changes in directors holding office are as follows:

M E Seabrook - resigned 1 November 2025

D Culibrk - appointed 24 January 2025

M A Elkins - appointed 1 November 2025

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' report have been omitted as they are included in the Strategic Report. These matters relate to the principal activities of the Company, the principal risks and uncertainties that it faces, its financial risk management and future developments.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- | select suitable accounting policies and then apply them consistently;

- | make 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.

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 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.

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 company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

| Rowan International Limited (Registered number: 02477215) |

Report of the Directors

for the Year Ended 31 December 2025

AUDITORS

The auditors, Voisey & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M A Elkins - Director

5 August 2026

Report of the Independent Auditors to the Members of

Rowan International Limited

Opinion

We have audited the financial statements of Rowan International Limited (the 'company') for the year ended 31 December 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2025 and of its 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 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 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 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.

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 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 Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of

Rowan International Limited

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 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, 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 Statement of Directors' Responsibilities set out on page 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 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.

Report of the Independent Auditors to the Members of

Rowan International Limited

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:

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:

1 - We enquired of management and those charged with governance about actual and potential litigation and claims, including review of relevant nominal ledger accounts.

2 - We obtained an understanding of laws, regulations and guidance that affect the Company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws, regulations and guidance that we identified included the Companies Act 2006, health and safety legislation and employment legislation.

3 - We enquired of management and those charged with governance to identify any instances of non-compliance with laws and regulations.

4 - We reviewed the Company's financial statement disclosures and agreed to supporting documentation to assess compliance with the applicable laws and regulations discussed above.

5 - We gained an understanding of the controls that management have in place to prevent and detect fraud. We enquired of management about any incidences of fraud that had taken place during the accounting period.

6 - The risk of fraud and non-compliance with laws and regulations was discussed within the audit team and tests were planned and performed to address these risks.

7 - In addressing the risk of fraud due to management override of controls, we performed testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

8 - We also challenge management assumptions with regard to accounting estimates.

Despite appropriate planning and performing our work in accordance with International Auditing Standards, there are always inherent limitations that non-compliance is not detected. Non-compliance with laws and regulations is often further removed from the events and transactions reflected in the financial statements and material misstatements due to fraud can be deliberately concealed from auditors, for example through misrepresentation, forgery or 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 Report of the Auditors.

Report of the Independent Auditors to the Members of

Rowan International Limited

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.

Hayley Jardine BFP ACA (Senior Statutory Auditor)

for and on behalf of Voisey & Co LLP

8 Winmarleigh Street

Warrington

Cheshire

WA1 1JW

6 August 2026

| Rowan International Limited (Registered number: 02477215) |

Income Statement

for the Year Ended 31 December 2025

| 31.12.25 |  | 31.12.24

| Notes | £ | £ |

TURNOVER | 3 | 57,501,609 |  | 52,847,464 |  |

Cost of sales | (47,579,165 | ) | (43,787,901 | ) |

GROSS PROFIT | 9,922,444 |  | 9,059,563 |  |

Administrative expenses | (9,234,397 | ) | (8,311,869 | ) |

OPERATING PROFIT | 5 | 688,047 |  | 747,694 |  |

Income from fixed asset investments | 220,559 |  | - |  |

Interest receivable and similar income | 6,060 |  | 5,805 |  |

914,666 |  | 753,499 |  |

Amounts written off investments | 8 | (7,434 | ) | - |  |

907,232 |  | 753,499 |  |

Interest payable and similar expenses | 9 | (549,271 | ) | (483,350 | ) |

PROFIT BEFORE TAXATION | 357,961 |  | 270,149 |  |

Tax on profit | 10 | (42,793 | ) | (50,149 | ) |

PROFIT FOR THE FINANCIAL YEAR | 315,168 |  | 220,000 |  |

| Rowan International Limited (Registered number: 02477215) |

Other Comprehensive Income

for the Year Ended 31 December 2025

| 31.12.25 |  | 31.12.24

| Notes | £ | £ |

PROFIT FOR THE YEAR | 315,168 |  | 220,000 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 315,168 |  | 220,000 |  |

| Rowan International Limited (Registered number: 02477215) |

Balance Sheet

31 December 2025

| 31.12.25 | 31.12.24 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 11 | - |  | - |  |

Tangible assets | 12 | 157,379 |  | 151,495 |  |

Investments | 13 | 200 |  | 7,634 |  |

157,579 |  | 159,129 |  |

CURRENT ASSETS

Stocks | 14 | 7,935,365 |  | 5,998,485 |  |

Debtors | 15 | 5,329,244 |  | 4,643,512 |  |

Cash at bank | 195,365 |  | 1,106,286 |  |

13,459,974 |  | 11,748,283 |  |

CREDITORS

Amounts falling due within one year | 16 | 13,043,083 |  | 11,861,891 |  |

NET CURRENT ASSETS/(LIABILITIES) | 416,891 |  | (113,608 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | 574,470 |  | 45,521 |  |

PROVISIONS FOR LIABILITIES | 20 | 243,697 |  | 29,916 |  |

NET ASSETS | 330,773 |  | 15,605 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 520,000 |  | 520,000 |  |

Retained earnings | 22 | (189,227 | ) | (504,395 | ) |

SHAREHOLDERS' FUNDS | 330,773 |  | 15,605 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2026 and were signed on its behalf by:

M A Elkins - Director

| Rowan International Limited (Registered number: 02477215) |

Statement of Changes in Equity

for the Year Ended 31 December 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 January 2024 | 520,000 |  | (724,395 | ) | (204,395 | ) |

Changes in equity

Total comprehensive income | - |  | 220,000 |  | 220,000 |  |

Balance at 31 December 2024 | 520,000 |  | (504,395 | ) | 15,605 |  |

Changes in equity

Total comprehensive income | - |  | 315,168 |  | 315,168 |  |

Balance at 31 December 2025 | 520,000 |  | (189,227 | ) | 330,773 |  |

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements

for the Year Ended 31 December 2025

1. | STATUTORY INFORMATION

| Rowan International Limited 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 Company 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.

| Monetary amounts in these financial statements shall be rounded to the nearest £.

| Going concern

| At the time of approving the financial statements the directors are satisfied that, with the continued steady trading position in 2025 and the first quarter of 2026, coupled with the recent refinancing with a leading UK bank, and the continued support from the wider Transmed Group, the UK Group has adequate resources to continue in operational existence for the foreseeable future. There directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

| 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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

| • | the requirements of Section 7 Statement of Cash Flows;

| • | the requirement of paragraph 3.17(d);

| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

| Preparation of consolidated financial statements

| The financial statements contain information about Rowan International Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Rowan Holdings 2022 Limited, Endeavour House, Endeavour Drive, Festival Leisure Park, Basildon, Essex, SS14 3WF.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Significant judgements and key sources of estimation uncertainty

| In the application of the company'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.

| The following judgement and estimate is considered to have the most significant effect on amounts recognised in the financial statements:

| Stock provision - Management uses judgement and estimates relating to the level of stock provision. The estimate is based on a number of factors including the ageing profile of stock, product type, shelf life based on best before end dates as well as historical experience.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

| Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

| Sale of goods

| Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

| - The Company has transferred the significant risks and rewards of ownership to the buyer;

| - The Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

| - The amount of revenue can be measured reliably;

| - It is probable that the Company will receive the consideration due under the transaction; and

| - The costs incurred or to be incurred in respect of the transaction can be measured reliably.

| Interest income

| Interest income is recognised in profit or loss using the effective interest method.

| Finance costs

| Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

| Borrowing costs

| All borrowing costs are recognised in profit or loss in the year in which they are incurred.

| Intangible assets

| Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

| Amortisation is provided on the following basis:

| - Software 20% straight line

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

| Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method or reducing balance method depending on the nature of the asset.

| Depreciation is provided on the following basis:

| - Plant and machinery 15% reducing balance

| - Fixture and fittings 15% & 25% reducing balance

| - Computer equipment 20%-33% straight line

| The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

| Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the profit or loss.

| Investments in subsidiaries

| Investments in subsidiaries are measured at cost less accumulated impairment.

| Stocks

| Stocks are stated at the lower of cost and net realisable value, being the estimated selling price les costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

| At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less cost to complete and sell. The impairment loss is recognised immediately in the Statement of comprehensive income.

| Debtors

| Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

| Cash and cash equivalents

| Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

| Creditors

| Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Taxation and deferred taxation

| The tax expense for the year comprises current and deferred tax. Tax is recognised in the

| income statement except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

| The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantially enacted by the balance sheet date in the countries where the Company operates and generates income.

| Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

| - The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

| - Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

| Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

| Exceptional administrative expenses

| Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 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.

| Hire purchase and leasing commitments

| Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

| Defined contribution pension plan

| The Company operates a defined contribution plan for it's employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligation.

| The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

| Employee benefits

| The costs of short-term employee benefits a recognised as a liability and an expense. Any unused holiday entitlement is recognised in the period in which employee's services are received. Termination benefits are recognised immediately as an expense.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

2. | ACCOUNTING POLICIES - continued

| Provisions for liabilities

| Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

| Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

| When payments are eventually made, they are charged to the provision carried in the balance sheet.

| 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.

| Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitutes a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of the future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

| 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.

| For financial assets measured at amortised cost, the impairment loss is measured as the difference between as asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

| For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

| Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise and settle the liability simultaneously.

| Rowan International Limited (Registered number: 02477215) |

Notes to the 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 company.

| An analysis of turnover by geographical market is given below:

| 31.12.25 |  | 31.12.24

£ | £ |

| United Kingdom | 23,122,605 |  | 20,384,444 |  |

| Rest of Europe | 34,174,083 |  | 32,049,108 |  |

| Rest of the World | 204,921 |  | 413,912 |  |

57,501,609 |  | 52,847,464 |  |

4. | EMPLOYEES AND DIRECTORS

| 31.12.25 |  | 31.12.24

£ | £ |

| Wages and salaries | 2,837,200 |  | 2,560,664 |  |

| Social security costs | 359,816 |  | 300,701 |  |

| Other pension costs | 137,587 |  | 109,026 |  |

3,334,603 |  | 2,970,391 |  |

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

| 31.12.25 |  | 31.12.24

| Management | 4 |  | 4 |  |

| Administration | 17 |  | 17 |  |

| Buying and Selling | 22 |  | 23 |  |

| Warehouse | 10 |  | 11 |  |

53 |  | 55 |  |

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

4. | EMPLOYEES AND DIRECTORS - continued

|  | 2025 |  |  | 2024 |  |

| £ |  |  | £ |  |

| Directors' remuneration |  | 285,563 |  |  | 437,276 |  |

| Directors' pension contributions to money purchase schemes |  | 10,803 |  |  | 13,396 |  |

|  | 296,366 |  |  | 450,672 |  |

| During the year retirement benefits were accruing to 3 directors (2024 - 2) in respect of defined contribution schemes.

| The highest paid director received remuneration of £201,035 (2024 - £267,064).

| The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,416 (2024 - £7,365).

| Directors remuneration is provided for qualifying services as a director of the company, related to those services provided across the Rowan group of companies.

| Key management compensation for the year totalled £931,989 (2024 - £914,452).

5. | OPERATING PROFIT

| The operating profit is stated after charging/(crediting):

| 31.12.25 |  | 31.12.24

£ | £ |

| Hire of plant and machinery | 66,879 |  | 65,519 |  |

| Other operating leases | 757,846 |  | 319,296 |  |

| Depreciation - owned assets | 37,056 |  | 32,606 |  |

| Profit on disposal of fixed assets | (160 | ) | - |  |

| Foreign exchange differences | (235,141 | ) | 181,391 |  |

6. | AUDITORS' REMUNERATION

| 31.12.25 |  | 31.12.24

£ | £ |

| Fees payable to the company's auditors for the audit of the company's financial statements | 39,495 |  | 33,000 |  |

| Accounts preparation services | 4,400 |  | 4,180 |  |

7. | EXCEPTIONAL ITEMS

| 31.12.25 |  | 31.12.24

£ | £ |

| Intercompany debt writeback | 220,559 |  | - |  |

| Exceptional costs | (151,803 | ) | - |  |

68,756 |  | - |  |

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

| The exceptional credit in the year has arisen due to the write back of previously provided for intercompany debt in relation to In Gros Group Milano S.R.L. and SKG Capital GP Limited.

| The exceptional costs in the year are in relation to employee exit costs and write off of irrecoverable overseas VAT balances.

8. | AMOUNTS WRITTEN OFF INVESTMENTS |

| 31.12.25 |  | 31.12.24

£ | £ |

| Amounts w/o invs | 7,434 |  | - |  |

| The subsidiary company In Gros Group Milano S.R.L as included in note 13 entered voluntary liquidation in 2021 with the liquidation process finalised in 2025, it was therefore deemed necessary to write down the investment value which was held of £7,434 to Nil.

9. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 31.12.25 |  | 31.12.24

£ | £ |

| Bank interest | 23,512 |  | 165,358 |  |

| Invoice discounting interest | 134,880 |  | 207,629 |  |

| Stock finance interest | 81,823 |  | 110,363 |  |

| Loan interest | 309,056 |  | - |  |

549,271 |  | 483,350 |  |

10. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 31.12.25 |  | 31.12.24

£ | £ |

| Current tax:

| UK corporation tax | 42,793 |  | 50,464 |  |

| Deferred tax | - |  | (315 | ) |

| Tax on profit | 42,793 |  | 50,149 |  |

| UK corporation tax has been charged at 25% (2024 - 25%).

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

10. | 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:

| 31.12.25 |  | 31.12.24

£ | £ |

| Profit before tax | 357,961 |  | 270,149 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | 89,490 |  | 67,537 |  |

| Effects of:

| Expenses not deductible for tax purposes | 39,229 |  | 10,487 |  |

| Capital allowances in excess of depreciation | (2,512 | ) | - |  |

| Depreciation in excess of capital allowances | - |  | 331 |  |

| Group relief | - |  | (25,098 | ) |

| Deferred tax movement | - |  | (315 | ) |

| Adjustments in respect of prior years | 2,793 |  | - |  |

| Under provision in current year | (86,207 | ) | (2,793 | ) |

| Total tax charge | 42,793 |  | 50,149 |  |

11. | INTANGIBLE FIXED ASSETS

| Software

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 112,895 |  |

| AMORTISATION

| At 1 January 2025

| and 31 December 2025 | 112,895 |  |

| NET BOOK VALUE

| At 31 December 2025 | - |  |

| At 31 December 2024 | - |  |

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

12. | TANGIBLE FIXED ASSETS

| Computer |

| Fixtures |  | and |

| Plant and |  | and |  | office |

| machinery |  | fittings |  | equipment |  | Totals

£ | £ | £ | £ |

| COST

| At 1 January 2025 | 141,530 |  | 624,828 |  | 1,375,327 |  | 2,141,685 |  |

| Additions | - |  | 5,226 |  | 37,714 |  | 42,940 |  |

| At 31 December 2025 | 141,530 |  | 630,054 |  | 1,413,041 |  | 2,184,625 |  |

| DEPRECIATION

| At 1 January 2025 | 95,638 |  | 532,902 |  | 1,361,650 |  | 1,990,190 |  |

| Charge for year | 6,879 |  | 15,117 |  | 15,060 |  | 37,056 |  |

| At 31 December 2025 | 102,517 |  | 548,019 |  | 1,376,710 |  | 2,027,246 |  |

| NET BOOK VALUE

| At 31 December 2025 | 39,013 |  | 82,035 |  | 36,331 |  | 157,379 |  |

| At 31 December 2024 | 45,892 |  | 91,926 |  | 13,677 |  | 151,495 |  |

13. | FIXED ASSET INVESTMENTS

| Shares in

| group

| undertakings

£ |

| COST

| At 1 January 2025 | 7,634 |  |

| Impairments | (7,434 | ) |

| At 31 December 2025 | 200 |  |

| NET BOOK VALUE

| At 31 December 2025 | 200 |  |

| At 31 December 2024 | 7,634 |  |

| The subsidiary company In Gros Group Milano S.R.L entered voluntary liquidation in 2021 with the liquidation process finalised in 2025, it was therefore deemed necessary to write down the investment value which was held of £7,434 to Nil.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

13. | FIXED ASSET INVESTMENTS - continued

| The company's investments at the Balance Sheet date in the share capital of companies include the following:

| Rowan Europe Distribution Limited

| Registered office: England and Wales

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 31.12.25 |  | 31.12.24

£ | £ |

| Aggregate capital and reserves | 100 |  | 100 |  |

| Rowan UK Distribution Limited

| Registered office: England and Wales

| Nature of business: Dormant

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

| 31.12.25 |  | 31.12.24

£ | £ |

| Aggregate capital and reserves | (152,216 | ) | (152,216 | ) |

| The registered office of the entities incorporated in England and Wales is Endeavour House, Endeavour Drive, Festival Leisure Park, Basildon, Essex, SS14 3WF.

14. | STOCKS

| 31.12.25 |  | 31.12.24

£ | £ |

| Finished goods | 7,935,365 |  | 5,998,485 |  |

| An impairment loss of £19,500 (2024: £51,000) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock.

15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.25 |  | 31.12.24

£ | £ |

| Trade debtors | 3,950,325 |  | 3,179,286 |  |

| Amounts owed by group undertakings | 180,376 |  | - |  |

| Other debtors | 840,995 |  | 1,311,802 |  |

| Prepayments and accrued income | 357,548 |  | 152,424 |  |

5,329,244 |  | 4,643,512 |  |

| Included within other debtors is an amount due of £209,400 relating to tax repayments following to the liquidation of In Gros Group Milano S.R.L.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.25 |  | 31.12.24

£ | £ |

| Bank loans and overdrafts (see note 17) | 5,006,442 |  | 446,263 |  |

| Trade creditors | 2,037,039 |  | 1,544,706 |  |

| Amounts owed to group undertakings | 919,579 |  | 744,813 |  |

| Amounts owed to associates | - |  | 5,335,238 |  |

| Tax | 40,000 |  | 50,465 |  |

| Social security and other taxes | 73,629 |  | 88,339 |  |

| Other creditors | - |  | 185,370 |  |

| Invoice discounting | 2,503,216 |  | 2,344,387 |  |

| Stock financing | 1,391,080 |  | 250,460 |  |

| Accruals and deferred income | 1,072,098 |  | 871,850 |  |

13,043,083 |  | 11,861,891 |  |

| Amounts owed to group undertakings are non-interest bearing and are repayable on demand.

| Amounts owed to associated undertakings - see Note 24 - were repaid in full on 22nd December 2025.

| Accruals and deferred income contains a stock received but not invoiced accrual of £521,638 (2024: £298,338).

| The invoice discounting liability is secured against the trade debtors to which they relate while stock financing liability is secured against the stock held in the UK and in the Netherlands.

17. | LOANS

| An analysis of the maturity of loans is given below:

| 31.12.25 |  | 31.12.24

£ | £ |

| Amounts falling due within one year or on demand:

| Bank overdrafts | - |  | 446,263 |  |

| Bank loans | 5,006,442 |  | - |  |

5,006,442 |  | 446,263 |  |

| Terms and conditions of the bank loans are set out below:

| Bank Loan |

| Principle amount |  | £5,000,000 |

| Issue date |  | 22nd December 2025 |

| Redemption date |  | 22nd December 2026 |

| Effective Interest Rate |  | 5.25% |

| Premium |  | N/A |

| The interest rate is at 1.5% above SONIA. The loan has been secured with a guarantee from the parent company Transmed Holding Limited.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

18. | LEASING AGREEMENTS

| Minimum lease payments under non-cancellable operating leases fall due as follows:

| 31.12.25 |  | 31.12.24

£ | £ |

| Within one year | 800,868 |  | 773,016 |  |

| Between one and five years | 2,181,766 |  | 2,962,733 |  |

| In more than five years | 20,900 |  | - |  |

3,003,534 |  | 3,735,749 |  |

19. | SECURED DEBTS

| The following secured debts are included within creditors:

| 31.12.25 |  | 31.12.24

£ | £ |

| Bank loans | 5,006,442 |  | - |  |

| Invoice discounting | 2,503,216 |  | 2,344,387 |  |

| Stock financing | 1,391,080 |  | 250,460 |  |

8,900,738 |  | 2,594,847 |  |

| The invoice discounting liability is secured against the trade debtors to which they relate while stock financing liability is secured against the stock held in the UK and in the Netherlands.

| Santander UK PLC hold a fixed and floating charge which covers all the property and undertaking of the company including equipment and stock. Charge numbers 024772150012, 024772150011, dated 4 May 2022 and charge number 024772150009 dated 27 September 2018.

20. | PROVISIONS FOR LIABILITIES

| 31.12.25 |  | 31.12.24

£ | £ |

| Deferred tax

| Accelerated capital allowances | 29,916 |  | 29,916 |  |

| Other provisions | 213,781 |  | - |  |

243,697 |  | 29,916 |  |

| Deferred |  | Other |

| tax |  | provisions |

£ | £ |

| Balance at 1 January 2025 | 29,916 |  | - |  |

| Charge to Income Statement during year | - |  | 36,000 |  |

| Reclassified from accruals | - |  | 177,781 |  |

| Balance at 31 December 2025 | 29,916 |  | 213,781 |  |

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

20. | PROVISIONS FOR LIABILITIES - continued

| The provision for deferred taxation is made up as follows:

|  | 2025 |  |  | 2024 |  |

| £ |  |  | £ |  |

| Accelerated capital allowances |  | (29,916 | ) |  | (29,916 | ) |

| Short term timing differences |  | - |  |  | - |  |

| The Company's gross value of tax losses carried forward at the year end was £Nil (2024: £Nil).

| Deferred tax balances at the balance sheet date have been calculated using a rate of 25% as determined on when the timing differences are expected to reverse, on the basis that the rate has been substantively enacted at the balance sheet date.

| Other provisions in the accounts are in relation to dilapidations costs for the buildings. Included in the lease agreement is an obligation to repair damages which incur over the lease. The cost of these repairs is charged to the profit and loss as the obligation arises. The provision is expected to be utilised in 2029 as the lease expires. There is a level of uncertainty with the expiry date due to the options to extend the lease term. The dilapidations were recognised in accruals in the prior year, but are now fully recognised in other provisions this year.

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 31.12.25 |  | 31.12.24

| value: | £ | £ |

| 520,000 | Ordinary £1 | £1 | 520,000 |  | 520,000 |  |

| Share capital represents the nominal value of shares that have been issued. The shares carry voting rights and an entitlement to dividends.

22. | RESERVES

| Retained

| earnings

£ |

| At 1 January 2025 | (504,395 | ) |

| Profit for the year | 315,168 |  |

| At 31 December 2025 | (189,227 | ) |

| Retained Earnings

| Includes all current and prior periods retained profits and losses.

23. | PENSION COMMITMENTS

| The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £137,587 (2024: £109,026). Contributions totalling £28,733 (2024 - £37,718) were payable to the fund at the balance sheet date and are included in creditors.

| Rowan International Limited (Registered number: 02477215) |

Notes to the Financial Statements - continued

for the Year Ended 31 December 2025

24. | RELATED PARTY DISCLOSURES

| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

| Associated companies

| On 4 November 2024 a loan of $6,700,000 translated on that date with a rate of 1.3 to £5,153,847 was advanced by Transmed Holding Limited to Rowan International Limited. The loan was interest bearing based on 2% interest margin and the applicable Secured Overnight Financing Rate (SOFR) payable on a quarterly basis. At the 31st December 2024 the interest due on the loan to the year end date was accrued, and the $ amount due was translated at the year end date with the balance due being £5,335,238. The maturity date is 4 November 2025. Interest paid in the year in respect of the loan totalled £309,056.The loan was fully repaid during the year end 2025 in line with the terms agreed.

| During the year management service fees totalling £383,958 (2024: £56,000) were paid to Transmed Holding Limited.

25. | ULTIMATE CONTROLLING PARTY

| The immediate parent company is Lloyds Investments Group Holdings Limited, a company registered in England and Wales.

| The ultimate parent company is Transmed Holding Limited, a company incorporated and registered in Dubai. The parent company of the smallest and largest group that includes the company and for which consolidated financial statements are prepared within the UK is Rowan Holdings 2022 Limited. Group accounts can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

| The parent company of the largest group that includes the company and for which consolidated financial statements are prepared is Transmed Holding Limited. Group accounts can be obtained from Transmed Holding, Gate Village 4, Suite 201, Difc-Dubai, United Arab Emirates.