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

The principal activity of the company is the distribution of retaining rings, hose clamps and wave springs. The Group activities through its subsidiary in the Czech Republic manufacturers retaining rings 200mm and larger as well as constant section rings and wave springs. We purchase approximately 70% of our inventory from our affiliated company, Rotor Clip Company, Inc. which is located in the United States and the remainder from our subsidiary in the Czech Republic.

It is our intention to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and complex nature of our business and is written in the context of risks and uncertainties we face.

This coupled with the continued operational efficiencies and the expansion of production capabilities in the affiliated Czech facility has allowed the group to increase it’s penetration into the European markets by offering favorable logistics and increased localised production.

The balance sheet for 2025 show a material decrease in Tangible Assets of £2,783,209 and a loss on disposal of £8,690,693 due to the divesture of Rotor Clip Czech, SRO in a related party transaction.

2025 experienced a 9.1% decrease in sales with a 27.9% increase in the costs of goods sold. The decrease in sales is a result of the relocation of distribution of parts sold on the North American continent back to the United States.in sales is attributed to increase marketing efforts in the UK market. Group Sales (including sales from the from the divested unit have continued to grow through 2025 as the continuing demand for product has grown through growth in the existing customer base as well as nomination for business from new customers. Sheffield have continued to add to it’s sales and marketing team in order to support growth in the United Kingdom and providing sales and marketing support for Europe. Sales and Marketing is focused on a combined effort between Sheffield, Germany and the Czech Republic working in concert to build total sales irrespective of the location of the final sale. Rotor Clip maintains its commitment to the growth of sales in the UK and believes that there remains significant opportunity in the UK marketplace. The company remains optimistic about the growth of business in the UK supported by its efforts to localise European Distribution and Production to the Czech Republic and has been well received by all Rotor Clip European Customer base who are demanding local sourcing.

For 2025, we continue to spend heavily in R&D for new products, upgrading production facilities including the addition of new more efficient production equipment in our Czech factory to increase their production capacity and quality management, which will give us the ability to absorb increased production capacity for the foreseeable future. We continue to be engaged in an ongoing program to find operational efficiencies to lower our costs to produce. We believe that the company is in a great position to face the challenges in an ever-​changing European economy and continue to provide our customers throughout the world with superior product and customer service.

Inventory - While demand in 2025 continues to grow, the biggest challenge the group faces is the expected volatility of the raw material market and the continuation of US tariffs and the expected retaliatory tariffs.. This challenge has provided the opportunity for our Supply Chain group to identify new sourcing opportunities globally. This has and will allow us to remain competitive, and as the raw material market settles enable us to be very adaptable in our sourcing capabilities.

Competition -The group is keenly aware of the competition in the marketplace and takes the necessary steps to ensure retention and growth of market share. Increased staffing and shared marketing initiatives within the group have been put in place to keep the brand in the industry forefront. Rotor Clip has again expanded its UK and European marketing team to systematically identify new industrial segments and customer opportunities. Rotor Clip has always and continues to focus on new product development and consistent investment in facilities and operations to achieve product quality and innovation.

Labour - Inflation and Labour shortages have somewhat mitigated in 2025 and 2026 but continue to affect the ability to recruit qualified staff in the group’s production location in the Czech Republic. While retention of existing staff is excellent, we have had to meet market demands in increased wages and benefits.

Currency Exchange Rates - Fluctuating currency exchange rates of GBP and Euro against the USD can have an impact on margins as the majority of the product representing group sales are manufactured in the United States. A strong US Dollar can have a negative impact on margins in the United Kingdom and Europe. Additionally, the group continues its five-​year plan to localise production for the continent and the United Kingdom to the Czech production facility to mitigate currency risk.

In December 2025 the group ownership was realigned to move the ownership of Rotor Clip Czech s.r.o. (holding company of Rotor Clip s.r.o.) from Rotor Clip, LTD to related parties. The ultimate beneficial owners remains unchanged. This realignment is reflected in the company accounts for 2025.

Management consider the key performance indicators to be revenue, gross margin and overhead costs. Our revenues in the UK have decreased approximately 9.1%. The UK focused on local supply chains and anticipates increased demand going forward and the award of new business in the industrial sectors. During 2025 our overall gross margins additionally decreased due partially due to fluctuating currency exchange reflected in costs of product from both the US and the Czech Republic.

Looking ahead, we are excited about the opportunities that lie before us. We anticipate an increase in demand for our products in the UK and Europe. Although the global business environment presents challenges, we believe our commitment to product innovation, operational efficiency and customer service will continue to drive our growth and position us well for future success.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 group and parent company, and of the profit or loss of the group 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;

• state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

This report has been prepared in accordance with the provisions applicable to groups and companies entitled to the exemptions of the medium companies regime.

We have audited the financial statements of Rotor Clip Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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 group's and the parent company's affairs as at 31 December 2025 and of the group's loss 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 qualified opinion

Included within the parent company's inventory at 31 December 2025 is £694,354 of inventory valued using standard costs. We were unable to obtain sufficient appropriate audit evidence supporting the standard costs attributed to certain inventory items because adequate supporting purchase documentation was not available. We were also unable to obtain sufficient appropriate audit evidence by alternative audit procedures. Consequently, we were unable to determine whether any adjustments were required to the carrying value of inventory at 31 December 2025 and the associated amounts included in cost of sales and profit for the year.

We were similarly unable to obtain sufficient appropriate audit evidence in respect of inventory held at 31 December 2024. Consequently, we were unable to determine whether any adjustments to opening inventory, and therefore cost of sales and profit for the year ended 31 December 2025, were necessary.

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 qualified 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 group's and parent 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 other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the balances relating to stock. We have concluded that where the other information refers to these balances, it may be materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the Basis for qualified opinion section of our report, In our opinion, based on the work undertaken in the course of our 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.

Except for the matter described in the Basis for Qualified Opinion section of our report, in the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors’ report.

Arising solely from the limitation of scope of our work relation to the matter, referred to above:

• we were unable to determine whether adequate accounting records have been kept by the parent company; or

• we have not received all the information and explanations we require for our audit.

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:

• returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made.

As explained more fully in the directors' responsibilities statement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

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 auditor's 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. Based on our understanding of the entity and the environment in which it operated we designed testing procedures in line with our responsibilities outlined above, to detect material misstatement in respect of irregularities, including fraud. In light of the matter described in the Basis for Qualified Opinion section of our report we revised our audit risk assessment and performed additional procedures. The extent to which our procedures are capable of detecting irregularities, including fraud, is set out below:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the Parent Company. These included, but were not limited to, compliance with the Companies Act 2006, UK GAAP, direct and indirect tax legislation in the UK and Czech Republic;

• We engaged at the planning stage with the subsidiary company auditors to provide guidance on audit risks and audit approach. We reviewed the work of the Czech subsidiary company auditors and spoke directly with them at various stages of the audit and prior to finalisation;

• In addressing the risk of fraud, including the risk of management override of controls and the risk of fraud in revenue recognition we performed journals testing based on set criteria and tested to supporting documentation, we tested a sample of revenue transactions around the year end to confirm that revenue was recorded in the correct accounting period. We also had regard to the terms and conditions with key customers to ensure that service obligations had been fulfilled and the right to recognise revenue had been established and that any associated discounts and rebates had been accounted for correctly. We included a degree of unpredictability into our testing as part of our response to the risk of management override of controls. We ensured the Czech subsidiary company auditors performed equivalent procedures and considered the results from performing those procedures;

• We gained an understanding of the number and nature of related parties and the transactions and balances with those parties and used a range of testing techniques to test for omission;

• We had regard to the prominence of inventory to the Company’s and Group's balance sheet and its impact on gross margin. We carried out procedures to confirm existence and the appropriateness of the directors’ assessment of its carrying value;

• We reviewed legal and professional expenditure to be alert to instances of legal proceedings against the company which have not otherwise been disclosed to the auditor.

• We agreed financial statement disclosures to supporting documentation;

Our audit procedures were designed to respond to risks of material misstatement in the financial statements. In doing so, we recognised that the risk of detecting a material misstatement due to fraud is higher than the risk of not detecting a one from error as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. There are inherent limitations in the audit procedures performed which are conducted on a sample basis. The further removed from non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to be aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £93,484 (2024 - £218,154 profit).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Rotor Clip Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 32 Eyre Street, Sheffield, England, S1 4QZ.

The group consists of Rotor Clip Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated group financial statements consist of the financial statements of the parent company Rotor Clip Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

At the time of approving the financial statements, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. 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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value though profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The 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 net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Exceptional items

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

In the application of the group’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 estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Significant estimates and assumptions have been made related to inventories. Assessment of the net realisable value of inventories have been made to determine the value of provision required. In determining this provision, judgements in the inventory turnover and value recoverable for each item are made. Estimates are based on historical experience and knowledge of the items in stock. The value of group stock at the year end is £492,878.

An analysis of the group's turnover is as follows:

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The group has disposed of two subsidiaries in the year, more detail is provided in note 23.

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

The group has disposed of two subsidiaries in the year, more detail is provided in note 23.

Details of the company's subsidiaries at 31 December 2025 are as follows:

The bank loans were secured by fixed charges over the property and all related to the disposed subsidiaries.

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances for financial reporting purposes:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

On 16 December 2025 the group disposed of its 100% holding in Rotor Clip Czech S.R.O.

On 16 December 2025 the group disposed of its 100% holding in Rotor Clip S.R.O.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company had the following transactions with Rotor Clip Inc, a company registered in the USA. The companies are related by way of common control. Purchases of £177,748 (2024: £222,158) and Sales of £10,459 (2024: £38,160) . The amount owed to Rotor Clip Inc at the year end is amounts to £209,712 (2024: £275,016).

During the year, the Group transferred its interests in Rotor Clip s.r.o. and Rotor Clip Czech s.r.o. at nil value to individuals who are directors of the Group. There was no change in ultimate shareholding. The entities ceased to be subsidiary undertakings on the date of transfer 16 December 2025.

During the period prior to disposal, the Group entered into trading and financing transactions with these entities in the normal course of business. At 31 December 2025, amounts of £2,711,263 due from related companies and £2,200,016 due to related companies remained outstanding. These entities are related parties by virtue of common control. These balances are unsecured, interest-free and repayable on demand unless otherwise contractually agreed.

The ultimate controlling parties are C Slass and J Slass, who control the Company through their ability to appoint and remove the trustees of the trust that holds the Company's shares.