Rolla Holdco Limited

	Page
Balance Sheet	1—2
Notes to the Financial Statements	3—6

1. General Information

Rolla Holdco Limited is a private company, limited by shares, incorporated in England & Wales, registered number 15291645 . The registered office is 2 New Bailey, 6 Stanley Street, Salford, Greater Manchester, M3 5GS.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 section 1A Small Entities "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

Functional and Presentational Currency

The company's functional and presentational currency is GBP.

2.2. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.3. Intangible Fixed Assets and Amortisation - Other Intangible

Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired. Amortisation is charged on a straight-line basis over the estimated useful life of the asset, which is five years (20% per annum). Amortisation is included in administrative expenses in the profit and loss account.

2.4. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

2.5. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads. Work-in-progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

2.6. Financial Instruments

Basic financial instruments are recognised at amortised cost, except for investments in non-convertible preference and non-puttable ordinary shares which are measured at fair value, with changes recognised in profit or loss. Derivative financial instruments are initially recorded at cost and thereafter at fair value with changes recognised in profit and loss.

2.7. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences arising on the settlement or retranslation of monetary items are recognised in profit or loss in the period in which they arise.

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Rolla Holdco Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

2.8. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.9. Share Capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

2.10. Investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

3. Average Number of Employees

Average number of employees, including directors, during the year was: 1 (2024: 1)

4. Intangible Assets

	Other
	£
Cost
As at 1 December 2024	2,712,107
Additions	2,114,743

As at 30 November 2025	4,826,850

Amortisation
As at 1 December 2024	238,340
Provided during the period	775,755

As at 30 November 2025	1,014,095

...CONTINUED

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Rolla Holdco Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

Net Book Value
As at 30 November 2025	3,812,755

As at 1 December 2024	2,473,767

5. Investments

	Subsidiaries
	£
Cost or Valuation
As at 1 December 2024	102,067

As at 30 November 2025	102,067

Provision
As at 1 December 2024	-

As at 30 November 2025	-

Net Book Value
As at 30 November 2025	102,067

As at 1 December 2024	102,067

6. Stocks

	2025	2024
	£	£
Stock	119,206	-

7. Debtors

	2025	2024
	£	£
Due within one year
Trade debtors	2,791	-
Prepayments and accrued income	6,074	1,906
Other debtors	726	2,570,157
VAT	7,194	1,449
Director's loan account	1	-

	16,786	2,573,512

8. Creditors: Amounts Falling Due Within One Year

	2025	2024
	£	£
Trade creditors	149	4,247
Other loans	871,748	-
Amounts owed to group undertakings	558,704	651,605

	1,430,601	655,852

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Rolla Holdco Limited

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2025

9. Share Capital

	2025	2024
	£	£
Allotted, Called up and fully paid	146,024	146,024

10. Related Party Transactions

Rolla Holdco Ltd owns 100% of the equity in Rolla D.O.O. and there was £558,704 (2024 - £651,605) due to the subsidiary at the year end.

Included within creditors is a loan of £871,748 (2024 - £nil) from Igor Krezic, a director and shareholder. The loan is unsecured, interest-free and repayable in full on 23 October 2026.

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		2025		2024
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	4		3,812,755		2,473,767
Investments	5		102,067		102,067

			3,914,822		2,575,834
CURRENT ASSETS
Stocks	6	119,206		-
Debtors	7	16,786		2,573,512
Cash at bank and in hand		587,705		118,551

		723,697		2,692,063
Creditors: Amounts Falling Due Within One Year	8	(1,430,601 )		(655,852 )

NET CURRENT ASSETS (LIABILITIES)			(706,904 )		2,036,211

TOTAL ASSETS LESS CURRENT LIABILITIES			3,207,918		4,612,045

NET ASSETS			3,207,918		4,612,045

CAPITAL AND RESERVES
Called up share capital	9		146,024		146,024
Share premium account			4,715,112		4,715,112
Profit and Loss Account			(1,653,218 )		(249,091 )

SHAREHOLDERS' FUNDS			3,207,918		4,612,045