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

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

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

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.

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.

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

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.

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

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.

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.

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.

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

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

PROFIT FOR THE YEAR

315,168

220,000

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

315,168

220,000

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

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

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.

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.

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

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.

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.

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.

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

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

-

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%).