Rocky Newco 2 Limited

Directors' Report and Financial Statements

The Company did not actively trade in the period and this is not anticipated to change in the coming year.

The Group maintains appropriate Directors' and Officers’ Liability Insurance on behalf of the directors, general counsel and company secretary. In addition, individual qualifying third party indemnities are given to the directors, general counsel and company secretary which comply with the provisions of Section 234 of the Companies Act 2006, and were in force throughout the period and up to the date of signing the Directors' Report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries of fellow directors and the Company's auditor, each director has taken all the steps that they are obliged to take as a director in order to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

This report has been prepared in accordance with the small companies regime under the Companies Act 2006.

The directors are responsible for preparing 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 period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In our opinion the financial statements:

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

The directors are responsible for the other information. The other information comprises the information included in the Directors' Report and Financial Statements, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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.

As explained more fully in the Statement of Directors' Responsibilities, 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.

Auditor’s 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 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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management.

Extent to which the audit was capable of detecting irregularities, including fraud

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:

Non-compliance with laws and regulations

Based on:

We considered the significant laws and regulations to be the applicable accounting framework (Financial Reporting Standard 101 Reduced Disclosure Framework).

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 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 Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

The Company did not trade during the period and generated neither a profit nor a loss.

The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

In preparing the financial statements the directors are required to assess the Company’s ability to continue to trade as a going concern.

Rocky Newco 2 Limited is an indirect subsidiary of Rocky Topco Limited and is dependent on the Group’s principal trading entities to continue to generate positive cash flows sufficient to meet the day to day working capital requirements and the terms of the Group's bank and other borrowings. In undertaking their assessment, the directors have given due consideration to the Group’s banking facilities, historical and current trading, together with forward looking projections.

Although there are a number of uncertainties facing the global economy, the Group has performed well with the operating profit before acquisition related costs for 2025 showing growth over 2024.

The current management forecasts show that the Group will continue to have sufficient liquidity and significant headroom against the covenants contained in the bank facilities. The directors have reviewed the cash flow forecasts and based on their best assessment believe that the Group will be able to meet its liabilities as they fall due. Rocky Topco Limited, an intermediate parent company of the Group, has confirmed in writing that it will continue to provide the necessary financial support for the Company for a period of at least 12 months from the date of signing these financial statements, as it may require.

As such, the directors continue to adopt the going concern basis of accounting in preparing the annual financial statements.

The following principal accounting policies have been applied:

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Company's functional currency is US Dollars and the presentational currency is US Dollars.

All financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument. On initial recognition the Company classifies a financial asset as measured at amortised cost.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at fair value through profit or loss:

These assets arise from financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

The Company's financial assets measured at amortised cost comprise amounts owing from Group entities. The Company does not carry any cash in its Statement of Financial Position and does not have a bank account.

Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. At 31 December 2025, management has determined that the twelve month expected credit loss is $Nil.

The Company does not have any assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.

Financial instruments issued by the Company are treated as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Company's ordinary shares are classified as equity instruments.

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are discussed below:

Determine whether there are any indications of impairment of amounts owed by Group entities. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

The Company incurred no staff costs in the period and accordingly no compensation was paid to key management personnel in the period. The directors have service agreements with other Group companies and their costs are borne by group companies in the period. No amounts were deemed attributable to the Company in the period, based on the work carried out by the directors for the Company.

Amounts owed by Group entities are unsecured, interest free and are repayable on demand.

On 23 October 2024, the Company issued 150,000,001 ordinary shares at par value.

On 1 July 2025, the Company issued 50,000,000 ordinary shares at par value.

The ordinary shares carry one voting right, entitled to dividend payments and to distributions arising from winding up.

Cumulative net gains and losses recognised in profit or loss, net of dividends paid.