REGISTERED NUMBER: 10842087 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2025

for

Rowan International Topco Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTORS:

Ms S Guest

H Kiwan

D Culibrk

M A Elkins

REGISTERED OFFICE:

Endeavour House

Endeavour Drive

Festival Leisure Park

Basildon

Essex

SS14 3WF

REGISTERED NUMBER:

10842087 (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 Topco Limited is a non-trading holding company, investments in subsidiaries are outlined at note 7 which include the trading company Rowan International Limited, a market leading wholesaler and distributor of FMCG residual stocks in the UK and Europe.

The ultimate parent company of Rowan International Topco Limited is Rowan Holdings 2022 Limited and the company responsible for preparing consolidated financial statements for the "Rowan Group"

FINANCIAL REVIEW

Rowan International Topco as a standalone company continues to act as a holding company. The statement of comprehensive income shows a profit for the year, after taxation, amounting to £72,825 (2024: Loss of £174,900).

On October 29th, 2024, ownership of Rowan International Topco Limited's parent company 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.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks facing the company relate broadly to the performance of its subsidiary undertaking Rowan International Limited. The directors manage these risks by regularly monitoring the on-going performance of the trading subsidiary undertaking.

FUTURE DEVELOPMENTS

Rowan International Topco Limited is expected to remain as a non-trading intermediary holding company for the foreseeable future.

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.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of a holding company.

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.

Ms S Guest

H Kiwan

D Culibrk

Other changes in directors holding office are as follows:

M E Seabrook - resigned 1 November 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 risks and uncertainties that it faces 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 Topco 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 three, 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.

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

-

-

Administrative expenses

(289,392

)

(889,110

)

(289,392

)

(889,110

)

Other operating income

59,532

-

OPERATING LOSS

4

(229,860

)

(889,110

)

Income from fixed asset investments

304,275

714,210

PROFIT/(LOSS) BEFORE TAXATION

74,415

(174,900

)

Tax on profit/(loss)

6

(1,590

)

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

72,825

(174,900

)

PROFIT/(LOSS) FOR THE YEAR

72,825

(174,900

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

72,825

(174,900

)

FIXED ASSETS

Investments

7

1

1

CURRENT ASSETS

Debtors

8

4,500

6,767

CREDITORS

Amounts falling due within one year

9

3,091,072

3,166,164

NET CURRENT LIABILITIES

(3,086,572

)

(3,159,397

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(3,086,571

)

(3,159,396

)

CAPITAL AND RESERVES

Called up share capital

11

19,410

19,410

Share premium

12

3,029,998

3,029,998

Other reserves

12

2,407,173

2,407,173

Retained earnings

12

(8,543,152

)

(8,615,977

)

SHAREHOLDERS' FUNDS

(3,086,571

)

(3,159,396

)

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

Share

Other

Total

capital

earnings

premium

reserves

equity

£

£

£

£

£

Balance at 1 January 2024

19,410

(8,441,077

)

3,029,998

2,407,173

(2,984,496

)

Changes in equity

Total comprehensive income

-

(174,900

)

-

-

(174,900

)

Balance at 31 December 2024

19,410

(8,615,977

)

3,029,998

2,407,173

(3,159,396

)

Changes in equity

Total comprehensive income

-

72,825

-

-

72,825

Balance at 31 December 2025

19,410

(8,543,152

)

3,029,998

2,407,173

(3,086,571

)

1.	STATUTORY INFORMATION

Rowan International Topco 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, having taken into account the improvement in the trading position of the subsidiary company in 2025 relative to 2024 as well as that observed in the first quarter of 2026, have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The 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 Topco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking 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..

Related party exemption

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.

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:

Investment in subsidiary undertakings - The directors of the Company consider annually whether there are indicators that the prior impairment loss on investments has subsequently reversed. In carrying out the exercise the directors make estimate of the future growth rates and the impact on earnings and cost of capital to determine the present value of those cash cashflows of the investments to which they relate. Based on these factors an estimate is then made of the terminal value. This is then compared to the carrying value to determine if any impairment should be reversed.

Investments in subsidiaries

Investments in subsidiaries are measured at cost less accumulated impairment.

Financial instruments

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.

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

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

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.

Exceptional administrative expenses

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

Finance costs

Finance costs are charged to the Statement of comprehensive income 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.

3.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

242,854

399,755

Social security costs

31,106

49,349

Other pension costs

11,315

18,973

285,275

468,077

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

31.12.25

31.12.24

Management

2

2

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).

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.25

31.12.24

£

£

Auditors' remuneration

2,942

8,000

Other non- audit services

273

-

5.	EXCEPTIONAL ITEMS

31.12.25

31.12.24

£

£

Exceptional credits to profit

& loss

59,532

-

Exceptional costs

-

(84,356

)

59,532

(84,356

)

The exceptional credit in the year has arisen due to the write off of previosuly accrued costs and management charges.

Exceptional costs in 2024 have arisen due to the need for external professional and consultancy costs.

6.

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

1,590

-

Tax on profit/(loss)

1,590

-

UK corporation tax has been charged at 25% .

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/(loss) before tax

74,415

(174,900

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

18,604

(43,725

)

Effects of:

Expenses not deductible for tax purposes

-

6,339

Adjustments to tax charge in respect of previous periods

1,590

-

Group relief

(6,132

)

37,386

Adjustment to tax charge in respect of current period

(12,472

)

-

Total tax charge

1,590

-

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

1

NET BOOK VALUE

At 31 December 2025

1

At 31 December 2024

1

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

Rowan International Bidco Limited

Registered office: England and Wales

Nature of business: Non-trading holding parent company

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

(704,389

)

(691,477

)

(Loss)/profit for the year

(12,912

)

1,885,031

VSL Group Holdings 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

7,342,860

7,342,860

Lloyds Investments Group Holdings 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

(980,152

)

(980,152

)

R R P M 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

14,920

14,920

Rowan International Limited

Registered office: England and Wales

Nature of business: Distributor of fast moving consumer goods

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

330,773

15,605

Profit for the year

315,168

220,000

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

)

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

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

During the year there was a subsidiary company In Gros Group Milano S.R.L. The company has entered voluntary liquidation.

Rowan International Bidco Limited is the direct holding of Rowan International Topco Limited. All others are indirect holdings.

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Other debtors

4,500

6,767

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to group undertakings

3,082,856

3,082,855

Accruals and deferred income

8,216

83,309

3,091,072

3,166,164

10.	SECURED DEBTS

Santander UK PLC hold a fixed and floating charge which covers all the property and undertaking of the company including equipment and stock. Charge number 108420870003 dated 27 September 2018.

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

280,000

A Ordinary

1p

2,800

2,800

700,000

B Ordinary

1p

7,000

7,000

175,000

C Ordinary

1p

1,750

1,750

785,750

D Ordinary

1p

7,858

7,858

232

E Ordinary

1p

2

2

19,410

19,410

Share capital represents the nominal value of shares that have been issued. A, B and D ordinary shares carry voting rights and entitlement to dividends. C ordinary shares have no voting rights and entitlement to dividends. E ordinary shares carry no voting rights and have entitlement to dividends.

12.

RESERVES

Retained

Share

Other

earnings

premium

reserves

Totals

£

£

£

£

At 1 January 2025

(8,615,977

)

3,029,998

2,407,173

(3,178,806

)

Profit for the year

72,825

72,825

At 31 December 2025

(8,543,152

)

3,029,998

2,407,173

(3,105,981

)

Retained earnings

Includes all current and prior periods retained profits and losses.

Share premium

Represents the amount subscribed for ordinary share capital in excess of the nominal value and is net of expenses.

Other reserves

Pertains to the credit to equity in relation to the debt for equity swap in 2020.