ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 01800402

ROLLING COMPONENTS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

ROLLING COMPONENTS LIMITED

COMPANY INFORMATION

Directors	S K Malhotra
	U Malhotra
	G Malhotra
	J Malhotra (appointed 1 November 2025)


Registered number	01800402


Registered office	22-25 Paycocke Road
	Basildon
	Essex
	SS14 3DR


Independent auditors	Haslers Assurance LLP
	Chartered Accountants & Statutory Auditor
	Old Station Road
	Loughton
	Essex
	IG10 4PL

ROLLING COMPONENTS LIMITED

CONTENTS

	Page
Strategic Report	3 - 4
Directors' Report	5 - 6
Directors' Responsibilities Statement	7
Independent Auditors' Report	8 - 12
Statement of Comprehensive Income	13
Balance Sheet	14
Statement of Changes in Equity	15
Notes to the Financial Statements	16 - 31

ROLLING COMPONENTS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

Introduction

The principal activity of the company in the year under review was that of the wholesale of automotive components in the after-market segment in the UK and Europe.

Business review

The business delivered a stable performance during 2024-2025 and forecast to remain at in upwards trend.

In 2024-25, the focus has been rebalancing of portfolio by expanding brake Discs, Pads & Steering racks including other automotive parts thereby reducing the share of Rotating Electrics (Starter/Alternators) & Brake Calipers. It is expected that this will continue in 2025-26

Further in 2025-26, Rolling Components are taking action to strengthen the sales team & and increase product lines and ranges to deliver better performance.

Principal risks and uncertainties

Principle risks affecting the business are operational risk and supply chain disruptions due to geo-political situation in Far east.

Procurement

Since more than 90% of purchases are from China, the company is vulnerable to market fluctuations. To minimise the impact, the company carries more than 8 months of stock which will help in managing the disruptions in the supply chain. In addition, long term arrangements have been finalised with key suppliers to manage the risk of price changes.

Currency

More than 95% of procurement transactions are conducted in USD & RMB; hence, the risk of currency exposure is enhanced. The company actively manages the currency exposure by hedging through up to 70% through forward contracts.

Interest risk

Interest on loans is based on Bank of England's base rate (currently at 4.25%) plus margins and are likely to remain flat next year and forecast to decline marginally towards end of 2025-26.

The increased sales performance and reduction of loan exposure have reduced this risk and further the interest outlook are also likely to turn favourable in 2025-26. Therefore, the Rolling Components do not require any interest hedging at present.

Credit and Liquidity

Careful screening of new customers and dealing with only established and reputable Motor Factors/wholesalers have mitigates the risk of debtors' default and delays in collection
.

Page 3

ROLLING COMPONENTS LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Competition Risk

High competition levels will continue to be a factor in the sector. Competitors are looking to emulate our successful business model in certain areas of our business. The company seeks and secures long-term supply and pricing arrangements to ensure continuity of sales.

Rolling Components already have long term agreements with key customers to ameliorate the competition risk.

Financial key performance indicators

Turnover and gross profit margin are the key performance indicators.

During 2024-25, sales decreased to £12.7m (2023-2024 £13.4m) due to stabilising market demands and extended product range.

Profits for the year after tax in 2024-25 were £223k (2023-24 £915k).

Outlook and Post Balance Sheet Events

Post Covid-19, Polling Components have reverted to normal operations with no disruptions to supply performance.

2025-26 is expected to grow steadily due to mix of volume/price increases and introduction of new products ranges within Brake Discs & Pads segment

This report was approved by the board on 27 August 2026 and signed on its behalf.

S K Malhotra

Director

Page 4

ROLLING COMPONENTS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors present their report and the financial statements for the year ended 30 November 2025.

Results and dividends

The profit for the year, after taxation, amounted to £182,715 (2024 - £915,019).

Directors

The directors who served during the year were:

S K Malhotra

U Malhotra

G Malhotra

J Malhotra (appointed 1 November 2025)

Financial instruments

The company's operations expose it to a variety of financial risks that include the effects of changes in foreign currency exchange rates, credit risks, liquidity risk and interest rate risk.

The company has in place a risk management programme that seeks to limit the adverse effect on the financial performance of the company by monitoring levels of cash. The monitoring of financial risk management is the responsibility of the director.

Foreign currency risk

The company's principal foreign currency exposures arise from overseas trade. The company has hedging arrangements in place.

Credit risk

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary. The directors maintain tight control over all amounts due to the company.

Liquidity risk

The company manages its cash and borrowing requirements to ensure that the company has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The company has interest bearing assets and liabilities. Interest bearing assets include only cash balances that earn interest at a floating rate. Interest bearing liabilities only include bank borrowings.

Transport cost risk

The company imports over 98% of its products from the Far East. Container shipping costs between the Far East and Europe/UK are highly volatile, with pre-2020 averages of $1,500–2,000 per 40ft container, compared to spikes of over $10,000 during the COVID pandemic and the Red Sea crisis. To mitigate this risk, the company maintains more than eight months of stock coverage.The company can see opportunities as the world put COVID-19 lockdown scenario behind. With a lean organisation structure and proactive management, the company is well equipped to leverage the opportunities into increased sales and profits in 2024-25.

Page 5

ROLLING COMPONENTS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 NOVEMBER 2025

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditors, Haslers Assurance LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 27 August 2026 and signed on its behalf.

S K Malhotra

Director

Page 6

ROLLING COMPONENTS LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 30 NOVEMBER 2025

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements 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 to 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.

Page 7

ROLLING COMPONENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROLLING COMPONENTS LIMITED

Opinion

We have audited the financial statements of Rolling Components Limited (the 'Company') for the year ended 30 November 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 30 November 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 United Kingdom, including the Financial Reporting Council'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.

Page 8

ROLLING COMPONENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROLLING COMPONENTS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.

Opinion 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report 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 Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 7, 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 is 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.

Page 9

ROLLING COMPONENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROLLING COMPONENTS LIMITED (CONTINUED)

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 an Auditors' Report 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.

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:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that:

• had a direct effect on the determination of material amounts and disclosures in the financial statements. These include but are not limited to the Companies Act 2006, GDPR, employment and Health & Safety legislation and tax legislation, and

• do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These include operational and employment laws and regulations including health and safety regulations, environmental regulations and GDPR.

We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making enquiries with management and those responsible for legal and compliance frameworks. We corroborated our enquiries through review of correspondence with regulatory bodies and gaining an understanding of the entity level controls of the company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions.

We have considered the control systems in place to prevent fraud from non-compliance with laws and regulations which are applicable to the company.

We discussed among the audit engagement team including relevant internal tax specialists, regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. We also communicated the applicable laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

The risk of management override of controls is the area where the financial statements were most susceptible to material misstatement due to fraud. In addition, the key principal risks related to the existence of inappropriate journal entries to impact the profit for the year and management bias in accounting estimates.

Page 10

ROLLING COMPONENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROLLING COMPONENTS LIMITED (CONTINUED)

Procedures performed to address these were as follows:

• Walkthrough testing was carried out to identify and assess the design effectiveness of controls, management have in place to prevent and detect fraud, including known of suspected instances or non- compliance with laws and regulations and fraud,

• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process,

• Using analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud,

• Assessing the appropriateness of accounting estimates and challenging any significant assumptions or judgements made by management,

• Incorporating testing of manual journal entries that were posted throughout the year. In particular, we focused on material journal entries. These were scrutinised for evidence of unusual entries,

• Selecting specific revenue transactions based on risk criteria and obtaining supporting documentation including sales invoice to ensure revenue was appropriately recorded,

• Reviewing specific cost of sale transactions based on risk criteria and reviewing invoice documentation to ensure the expense was appropriately recorded,

• Evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

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 an Auditors' Report 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.

Page 11

ROLLING COMPONENTS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROLLING COMPONENTS LIMITED (CONTINUED)

Thomas Rogers BA (Hons) ACA (Senior Statutory Auditor)

for and on behalf of

Haslers Assurance LLP

Chartered Accountants

Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL

28 August 2026

Page 12

ROLLING COMPONENTS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 NOVEMBER 2025

	2025	2024
Note	£	£


Turnover	4	12,732,121	13,426,297
Cost of sales		(8,695,615)	(9,020,966)
Gross profit		4,036,506	4,405,331
Distribution costs		(794,183)	(728,125)
Administrative expenses		(3,162,678)	(3,084,682)
Other operating income	5	195,776	79,178
Fair value movements		-	600,000
Operating profit	6	275,421	1,271,702
Interest payable and similar expenses	10	(31,802)	(47,578)
Profit before tax		243,619	1,224,124
Tax on profit	11	(60,904)	(309,105)
Profit for the financial year		182,715	915,019

There were no recognised gains and losses for 2025 or 2024 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2025 (2024:£NIL).

The notes on pages 16 to 31 form part of these financial statements.

Page 13

ROLLING COMPONENTS LIMITED

REGISTERED NUMBER: 01800402

BALANCE SHEET

AS AT 30 NOVEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	13		180,149		191,923
Investment property	14		1,600,000		1,600,000
			1,780,149		1,791,923
Current assets
Stocks	15	6,922,123		7,478,676
Debtors: amounts falling due within one year	16	4,102,597		4,013,240
Cash at bank and in hand	17	263,925		294,826
		11,288,645		11,786,742
Creditors: amounts falling due within one year	18	(4,910,096)		(5,017,474)
Net current assets			6,378,549		6,769,268
Total assets less current liabilities			8,158,698		8,561,191
Creditors: amounts falling due after more than one year	19		(204,452)		(244,514)
Provisions for liabilities
Deferred tax	21	(236,102)		(238,958)
			(236,102)		(238,958)
Net assets			7,718,144		8,077,719

Capital and reserves
Called up share capital	22	47,153	47,153
Capital redemption reserve	23	1,039,097	1,039,097
Investment property reserve	23	1,066,217	1,066,217
Profit and loss account	23	5,565,677	5,925,252
		7,718,144	8,077,719

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 27 August 2026.

S K Malhotra

Director

The notes on pages 16 to 31 form part of these financial statements.

Page 14

ROLLING COMPONENTS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2025

	Called up share capital	Capital redemption reserve	Investment property revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 December 2024	47,153	1,039,097	1,066,217	5,925,252	8,077,719
Comprehensive income for the year
Profit for the year	-	-	-	182,715	182,715
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(542,290)	(542,290)
At 30 November 2025	47,153	1,039,097	1,066,217	5,565,677	7,718,144

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 NOVEMBER 2024

	Called up share capital	Capital redemption reserve	Investment property revaluation reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 December 2023	47,153	1,039,097	616,217	7,218,682	8,921,149
Comprehensive income for the year
Profit for the year	-	-	-	915,019	915,019
Transfer on revaluation	-	-	450,000	(450,000)	-
Contributions by and distributions to owners
Dividends: Equity capital	-	-	-	(1,758,449)	(1,758,449)
At 30 November 2024	47,153	1,039,097	1,066,217	5,925,252	8,077,719

The notes on pages 16 to 31 form part of these financial statements.

Page 15

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

1.	General information

Rolling Components Limited is a private company, limited by shares, domiciled in England and Wales, registration number 01800402. The registered office is 22-25 Paycocke Road, Basildon, Essex, SS14 3DR. The principal activity of the company continued to be the import and wholesale of automotive electrical components.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest pound.

The following principal accounting policies have been applied:

2.2

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

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Rollco Group Holdings Limited as at 30 November 2025 and these financial statements may be obtained from Companies House.

Page 16

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.4

Revenue

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.

Sales are recognised on the date of delivery.

Page 17

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

The Company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 December 2023 to continue to be charged over the period to the first market rent review rather than the term of the lease.

2.6

Interest income

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

2.7

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.

2.8

Borrowing costs

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

2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its 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 obligations.

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.

Page 18

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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 substantively 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 substantively enacted by the balance sheet date.

2.11

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.

Depreciation is provided on the following basis:

Plant and machinery	-	10%	Straight line
Motor vehicles	-	25%	Reducing balance
Fixtures and fittings	-	10%	Straight line
Improvement to leasehold property	-		Over the term of the lease

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 disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 19

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.12

Investment property

Investment property is carried at market value by a third party. No depreciation is provided. Changes in fair value are recognised in profit or loss.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less 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 costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

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.

2.15

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.

2.16

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.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.18

Financial instruments

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement

Page 20

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 21

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

2.Accounting policies (continued)

2.19

Dividends

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

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

The directors do not believe that there have been judgements made in the process of applying the above accounting policies that have had a significant effect on amounts recognised in the financial statements. Furthermore, the directors consider that there are no areas of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.

Turnover

An analysis of turnover by class of business is as follows:
	2025	2024
	£	£

Sale of automotive parts	12,732,121	13,426,297
	12,732,121	13,426,297

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	11,404,632	12,522,025
Rest of Europe	1,327,489	904,272
	12,732,121	13,426,297

Page 22

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

5.	Other operating income
		2025	2024
		£	£

Ground rent receivable	190,620	61,680
Sundry income	5,156	17,498
	195,776	79,178

	Depreciation of tangible fixed assets	46,093	49,654
	Exchange differences	14,360	(12,855)

Fees payable to the Company's auditors for the audit of the Company's financial statements

20,300

Page 23

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

8.	Employees
		2025	2024
		£	£

Wages and salaries	1,017,903	964,625
Social security costs	101,649	94,788
Cost of defined contribution scheme	17,308	17,095
	1,136,860	1,076,508

The average monthly number of employees, including the directors, during the year was as follows:

	2025	2024
	No.	No.

Administration	37	33

9.	Directors' remuneration
		2025	2024
		£	£

Directors' emoluments	-	73,333
Company contributions to defined contribution pension schemes	2,400	2,400
	2,400	75,733

During the year retirement benefits were accruing to no directors (2024 - NIL) in respect of defined contribution pension schemes.

10.	Interest payable and similar expenses
		2025	2024
		£	£

	Bank interest payable	31,802	47,578
		31,802	47,578

Page 24

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

Corporation tax
Current tax on profits for the year	63,760	164,787

Total current tax	63,760	164,787

Deferred tax
Origination and reversal of timing differences	(2,856)	144,318
Total deferred tax	(2,856)	144,318


	Taxation on profit on ordinary activities	60,904	309,105

Profit on ordinary activities before tax

243,619

1,224,124

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	60,904	306,031
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	-	3,184
Other differences leading to an increase (decrease) in the tax charge	-	(110)
Total tax charge for the year	60,904	309,105

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 25

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

12.	Dividends
		2025	2024
		£	£

	Dividends	542,290	1,758,449
		542,290	1,758,449

13.	Tangible fixed assets

	Plant and machinery	Motor vehicles	Fixtures and fittings	Other fixed assets	Total
	£	£	£	£	£
Cost or valuation
At 1 December 2024	413,226	130,277	427,664	358,200	1,329,367
Additions	6,725	44,889	18,814	-	70,428
Disposals	-	(70,050)	-	-	(70,050)
At 30 November 2025	419,951	105,116	446,478	358,200	1,329,745
Depreciation
At 1 December 2024	387,533	78,615	313,096	358,200	1,137,444
Charge for the year on owned assets	6,485	14,413	25,195	-	46,093
Disposals	-	(33,941)	-	-	(33,941)
At 30 November 2025	394,018	59,087	338,291	358,200	1,149,596
Net book value
At 30 November 2025	25,933	46,029	108,187	-	180,149
At 30 November 2024	25,693	51,662	114,568	-	191,923

Page 26

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

14.	Investment property

		Freehold investment property
		£
	Valuation
	At 1 December 2024	1,600,000
	At 30 November 2025	1,600,000

The 2025 valuations were made by Fenn Wright, on an open market value basis.

					2025	2024
					£	£

Revaluation reserves
At 1 December 2024	1,066,217	616,217
Net surplus/(deficit) in movement properties	-	450,000
At 30 November 2025	1,066,217	1,066,217

If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
	2025	2024
	£	£

	Historic cost	224,393	224,393
		224,393	224,393

15.	Stocks
		2025	2024
		£	£

Finished goods and goods for resale	6,922,123	7,478,676
	6,922,123	7,478,676

Page 27

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

16.

Debtors

					2025	2024
					£	£


Factored debts	3,899,453	3,461,190
Other debtors	156,443	461,858
Prepayments and accrued income	46,701	90,192
	4,102,597	4,013,240

The proceeds of factored debts advanced under an invoice discounting facility, are secured against the book debts of the company and £150,000 personal guarantee by one of the directors, S K Malhotra.

17.	Cash and cash equivalents
		2025	2024
		£	£

Cash at bank and in hand	263,925	294,826
Less: bank overdrafts	(5,873)	(221,983)
	258,052	72,843

18.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank overdrafts	5,873	221,983
Bank loans	40,062	40,062
Trade creditors	209,046	165,666
Amounts owed to group undertakings	3,149,650	2,203,619
Corporation tax	67,000	164,787
Other taxation and social security	446,964	473,680
Proceeds of factored debts	-	602,724
Other creditors	877,252	1,006,095
Accruals and deferred income	114,249	138,858
	4,910,096	5,017,474

Page 28

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

19.	Creditors: Amounts falling due after more than one year
		2025	2024
		£	£

Bank loans	204,452	244,514
	204,452	244,514

The bank loans are secured by a debenture over all property and assets of the company, first legal charge over a property owned by the company, and a guarantee by the directors S K Malhotra and U Malhotra for £2,600,000.

Amounts falling due within one year
Bank loans	40,062	40,062
Amounts falling due 1-2 years
Bank loans	40,062	40,062
Amounts falling due 2-5 years
Bank loans	120,186	120,186
Amounts falling due after more than 5 years
Bank loans	44,204	84,266
	244,514	284,576

Page 29

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

21.	Deferred taxation

		2025
		£

	At beginning of year	(238,958)
	Charged to profit or loss	2,856
	At end of year	(236,102)

The provision for deferred taxation is made up as follows:
	2025	2024
	£	£

Accelerated capital allowances	(11,102)	(13,958)
Fair value movement	(225,000)	(225,000)
	(236,102)	(238,958)

The net reversal of deferred tax liabilities expected in the next year is £6,036 (2024: £3,180). This primarily relates to the reversal of differences on acquired tangible assets and capital allowances through depreciation.

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

34,169 (2024 - 34,169) Ordinary shares of £1.00 each	34,169	34,169
1,298,422 (2024 - 1,298,422) Ordinary 'C' shares of £0.01 each	12,984	12,984

	47,153	47,153

23.

Reserves

Investment property revaluation reserve

The investment property revaluation reserve represents cumulative effects of fair value adjustments on investments properties net of deferred tax and other adjustments.

Profit and loss account

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

Page 30

ROLLING COMPONENTS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

24.	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 and amounted to £17,308 (2024: £17,095). As at the year end the pensions payable balance was £Nil (2024: £Nil).

Not later than 1 year	646,125	670,425
Later than 1 year and not later than 5 years	682,705	1,310,829
	1,328,830	1,981,254

26.	Transactions with Directors

S K and U Malhotra have given personal guarantees of £Nil (2024: £2,600,000) against the company's bank borrowings.

27.	Related party transactions
	The Company has taken advantage of the exemptions conferred in FRS102 Section 33 not to disclose transactions with other group companies where 100% of the voting rights are controlled within the group. Accounting services were provided during the year by an other related party amounting to £256,000 (2024: £267,300).

28.	Controlling party

The ultimate parent company is Rollco Group Holdings Limited, a company registered in England and Wales.

The ultimate controlling party is S K Malhotra by virtue of his shareholding in the parent company.

Page 31