IRIS Accounts Production v26.1.10.61 11929711 Board of Directors 31.12.25 1.1.25 31.12.25 31.12.25 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. true true true false true true false false false false true false Ordinary 0 Redeemable preference 0 A Redeemable Preference 0 iso4217:GBP iso4217:USD iso4217:EUR xbrli:shares xbrli:pure utr:tonnes utr:kWh 11929711 2024-12-31 11929711 2025-12-31 11929711 2025-01-01 2025-12-31 11929711 2023-12-31 11929711 2024-01-01 2024-12-31 11929711 2024-12-31 11929711 ns15:EnglandWales 2025-01-01 2025-12-31 11929711 ns14:PoundSterling 2025-01-01 2025-12-31 11929711 ns10:Director1 2025-01-01 2025-12-31 11929711 ns10:Consolidated 2025-12-31 11929711 ns10:ConsolidatedGroupCompanyAccounts 2025-01-01 2025-12-31 11929711 ns10:PrivateLimitedCompanyLtd 2025-01-01 2025-12-31 11929711 ns10:Consolidated ns10:MediumEntities 2025-01-01 2025-12-31 11929711 ns10:Consolidated ns10:Audited 2025-01-01 2025-12-31 11929711 ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 11929711 ns10:Medium-sizedCompaniesRegimeForAccounts 2025-01-01 2025-12-31 11929711 ns10:Consolidated 2025-01-01 2025-12-31 11929711 ns10:Consolidated ns10:Medium-sizedCompaniesRegimeForDirectorsReport 2025-01-01 2025-12-31 11929711 ns10:Medium-sizedCompaniesRegimeForAccounts ns10:Consolidated 2025-01-01 2025-12-31 11929711 ns10:FullAccounts 2025-01-01 2025-12-31 11929711 ns5:Subsidiary1 2025-01-01 2025-12-31 11929711 1 2025-01-01 2025-12-31 11929711 ns10:OrdinaryShareClass1 2025-01-01 2025-12-31 11929711 ns10:OrdinaryShareClass2 2025-01-01 2025-12-31 11929711 ns10:OrdinaryShareClass3 2025-01-01 2025-12-31 11929711 ns10:Director2 2025-01-01 2025-12-31 11929711 ns10:RegisteredOffice 2025-01-01 2025-12-31 11929711 ns10:Consolidated 2024-01-01 2024-12-31 11929711 ns5:CurrentFinancialInstruments 2025-12-31 11929711 ns5:CurrentFinancialInstruments 2024-12-31 11929711 ns5:ShareCapital 2025-12-31 11929711 ns5:ShareCapital 2024-12-31 11929711 ns5:CapitalRedemptionReserve 2025-12-31 11929711 ns5:CapitalRedemptionReserve 2024-12-31 11929711 ns5:ShareCapital 2023-12-31 11929711 ns5:RetainedEarningsAccumulatedLosses 2023-12-31 11929711 ns5:CapitalRedemptionReserve 2023-12-31 11929711 ns5:RetainedEarningsAccumulatedLosses 2024-01-01 2024-12-31 11929711 ns5:CapitalRedemptionReserve 2024-01-01 2024-12-31 11929711 ns5:RetainedEarningsAccumulatedLosses 2024-12-31 11929711 ns5:RetainedEarningsAccumulatedLosses 2025-01-01 2025-12-31 11929711 ns5:CapitalRedemptionReserve 2025-01-01 2025-12-31 11929711 ns5:RetainedEarningsAccumulatedLosses 2025-12-31 11929711 1 2025-01-01 2025-12-31 11929711 ns5:NetGoodwill 2025-01-01 2025-12-31 11929711 ns5:IntangibleAssetsOtherThanGoodwill 2025-01-01 2025-12-31 11929711 ns5:OwnedOrFreeholdAssets ns5:LandBuildings 2025-01-01 2025-12-31 11929711 ns5:FurnitureFittings 2025-01-01 2025-12-31 11929711 ns5:MotorVehicles 2025-01-01 2025-12-31 11929711 ns5:ComputerEquipment 2025-01-01 2025-12-31 11929711 ns5:CostValuation 2024-12-31 11929711 1 ns5:Subsidiary1 2025-01-01 2025-12-31 11929711 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2025-12-31 11929711 ns5:WithinOneYear ns5:CurrentFinancialInstruments 2024-12-31 11929711 ns10:OrdinaryShareClass1 2025-12-31 11929711 ns10:OrdinaryShareClass2 2025-12-31 11929711 ns10:OrdinaryShareClass3 2025-12-31

REGISTERED NUMBER: 11929711 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ROCKBAY CAPITAL LTD

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

Company Information | 1 |

Group Strategic Report | 2 |

Report of the Directors | 4 |

Report of the Independent Auditors | 6 |

Consolidated Statement of Comprehensive Income | 9 |

Consolidated Statement of Financial Position | 10 |

Company Statement of Financial Position | 11 |

Consolidated Statement of Changes in Equity | 12 |

Company Statement of Changes in Equity | 13 |

Consolidated Statement of Cash Flows | 14 |

Notes to the Consolidated Statement of Cash Flows | 15 |

Notes to the Consolidated Financial Statements | 16 |

ROCKBAY CAPITAL LTD

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | A P Walker

| S A Walker

| REGISTERED OFFICE: | Avocet House

| Wilford Bridge Road

| Melton

| Woodbridge

| Suffolk

| IP12 1RB

| REGISTERED NUMBER: | 11929711 (England and Wales)

| AUDITORS: | Walter Wright

| Chartered Accountants

| Statutory Auditor

| 89 High Street

| Hadleigh

| Ipswich

| Suffolk

| IP7 5EA

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their strategic report on the financial statements for the year ended 31 December 2024.

The group operates in the manufacture and distribution of sporting goods in the UK and throughout the world. It also continues to build a real estate portfolio.

REVIEW OF BUSINESS

The two main key performance indicators for the business are turnover and operating profit as these are the key drivers of profitability. Turnover for the period was £17,295,531 (year ended 31 December 2024 - £14,864,268) and operating profit was £4,564,243 (year ended 31 December 2024 - £4,396,184).

The group enjoyed a strong position at the period end with net assets of £32,985,971 (31 December 2024 - £30,347,526) including cash balances of £10,640,462 (31 December 2024 - £8,777,085).

PRINCIPAL RISKS AND UNCERTAINTIES

The markets in which the group operates remain competitive. Whilst the group retains a strong market position, inflationary pressures are leading to rising costs coupled with reduced disposable income among customers. There is therefore a potential for reduced demand. Exporting to the EU remains challenging although the group is mitigating the extra regulation requirements via the implementation of automated systems. The group seeks to retain market share by continually developing and improving products and providing excellent customer service for both the distribution network and end user.

The market sector that the group operates in is subject to a number of risks involving legislation on firearms and associated accessories. The group's product range includes riflescopes which are on the military list in some countries and require an export licence. The group has been compliant with all regulations governing the licences. The overall risks of tighter gun control or further export regulation are lessened by operating in several countries.

FINANCIAL RISK MANAGEMENT

The activities of the business expose it to several financial risks. Management of these risks is outlined below:

Credit risk

The group's credit risk is primarily attributable to its trade debtors. Credit risk is managed by running credit checks on new customers and by monitoring accounts receivable against agreed parameters.

Price risk

The group is exposed to movement in foreign exchange, specifically USD to GBP and EUR to GBP. The group carefully monitors foreign exchange movements in order to achieve competitive pricing on the goods that it purchases. The group manages this risk by diversification of foreign currencies with transactions across a number of countries.

Liquidity risk

The group monitors cash flow as part of its day to day control procedures. The board considers cash flow projection on a monthly basis and ensures that appropriate facilities are available to be drawn upon as necessary.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

FUTURE DEVELOPMENTS

The group seeks to retain market share by continually developing and improving products and providing excellent customer service for both the distribution network and end user. The group continues to build a real estate investment portfolio.

ON BEHALF OF THE BOARD:

A P Walker - Director

7 July 2026

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the manufacture and distribution of sporting goods in the UK and throughout the world.

DIVIDENDS

Interim dividends per share were paid as follows:

Ordinary £1 shares | £910.00 |  | -

Redeemable preference £1 shares | NIL |

A Redeemable Preference £1 shares | 8.308p |  | -

The directors recommend that no final dividends be paid.

The total distribution of dividends for the year ended 31 December 2025 will be £ 472,000 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

A P Walker

S A Walker

FINANCIAL INSTRUMENTS

The group's financial risk management objective is broadly to seek to make neither a profit nor loss from exposure to currency or interest rate risks. Its policy is to finance working capital through retained earnings and where necessary borrowings at prevailing market interest rates.

A natural foreign currency hedge exists in respect of income generated in Euros and US Dollars, and costs denominated in US Dollars.

The group does not use hedging instruments and does not use hedge accounting.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

During the year the group had in force a qualifying third party indemnity insurance policy in favour of one or more directors.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group 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;

- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Walter Wright, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A P Walker - Director

7 July 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ROCKBAY CAPITAL LTD

Opinion

We have audited the financial statements of Rockbay Capital Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ROCKBAY CAPITAL LTD

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- | adequate accounting records have not been kept by the parent company, or 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; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on pages four and five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the 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 the parent company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

ROCKBAY CAPITAL LTD

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Our procedures in relation to fraud included but were not limited to:

- obtained an understanding of the nature of the sector, including the legal and regulatory framework that the group operates in.

- enquiries of management whether they have knowledge of any actual, suspected or alleged fraud;

- gaining an understanding of the internal controls established to mitigate risk related to fraud and management override.

- discussion amongst the engagement team regarding risk of fraud such as opportunities for fraudulent manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates; and

- addressing the risk of fraud through management override of controls by performing journal entry testing.

- challenging accounting estimates to ensure no indication of management bias.

The primary responsibility for the prevention and detection of irregularities including fraud rests with both those charged with governance and management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Kevin Brown ACA MAAT (Senior Statutory Auditor)

for and on behalf of Walter Wright

Chartered Accountants

Statutory Auditor

89 High Street

Hadleigh

Ipswich

Suffolk

IP7 5EA

7 July 2026

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

TURNOVER | 3 | 17,295,531 |  | 14,864,268 |  |

Cost of sales | 9,354,007 |  | 7,795,762 |  |

GROSS PROFIT | 7,941,524 |  | 7,068,506 |  |

Administrative expenses | 4,865,132 |  | 4,029,943 |  |

3,076,392 |  | 3,038,563 |  |

Other operating income | 4 | 1,336,506 |  | 1,357,621 |  |

Gain/loss on revaluation of investment property | 151,345 |  | - |  |

OPERATING PROFIT | 6 | 4,564,243 |  | 4,396,184 |  |

Interest receivable and similar income | 7 | 435,733 |  | 411,884 |  |

4,999,976 |  | 4,808,068 |  |

Gain/loss on revaluation of investments | 269,620 |  | - |  |

5,269,596 |  | 4,808,068 |  |

Interest payable and similar expenses | 8 | 130,573 |  | 381 |  |

PROFIT BEFORE TAXATION | 5,139,023 |  | 4,807,687 |  |

Tax on profit | 9 | 1,028,578 |  | 1,137,478 |  |

PROFIT FOR THE FINANCIAL YEAR | 4,110,445 |  | 3,670,209 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | 1,190,927 |  | 1,545,204 |  |

Tangible assets | 13 | 1,908,962 |  | 1,866,319 |  |

Investments | 14 | 3,269,620 |  | - |  |

Investment property | 15 | 6,633,505 |  | 6,051,505 |  |

13,003,014 |  | 9,463,028 |  |

CURRENT ASSETS

Stocks | 16 | 6,623,464 |  | 9,457,024 |  |

Debtors | 17 | 4,770,707 |  | 4,730,570 |  |

Cash at bank | 10,640,462 |  | 8,777,085 |  |

22,034,633 |  | 22,964,679 |  |

CREDITORS

Amounts falling due within one year | 18 | 2,041,006 |  | 1,967,857 |  |

NET CURRENT ASSETS | 19,993,627 |  | 20,996,822 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 32,996,641 |  | 30,459,850 |  |

PROVISIONS FOR LIABILITIES | 20 | 10,670 |  | 112,324 |  |

NET ASSETS | 32,985,971 |  | 30,347,526 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 2,100,400 |  | 3,100,400 |  |

Capital redemption reserve | 22 | 17,200,000 |  | 16,200,000 |  |

Retained earnings | 22 | 13,685,571 |  | 11,047,126 |  |

SHAREHOLDERS' FUNDS | 32,985,971 |  | 30,347,526 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 7 July 2026 and were signed on its behalf by:

A P Walker - Director

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

COMPANY STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 12 | - |  | - |  |

Tangible assets | 13 | - |  | - |  |

Investments | 14 | 18,360,300 |  | 18,360,300 |  |

Investment property | 15 | - |  | - |  |

18,360,300 |  | 18,360,300 |  |

CURRENT ASSETS

Debtors | 17 | 1,046,394 |  | 1,954,244 |  |

CREDITORS

Amounts falling due within one year | 18 | 106,294 |  | 1,014,144 |  |

NET CURRENT ASSETS | 940,100 |  | 940,100 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 19,300,400 |  | 19,300,400 |  |

CAPITAL AND RESERVES

Called up share capital | 21 | 2,100,400 |  | 3,100,400 |  |

Capital redemption reserve | 17,200,000 |  | 16,200,000 |  |

SHAREHOLDERS' FUNDS | 19,300,400 |  | 19,300,400 |  |

Company's profit for the financial year | 1,472,000 |  | 2,129,000 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 7 July 2026 and were signed on its behalf by:

A P Walker - Director

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |  | Capital |

| share |  | Retained |  | redemption |  | Total

| capital |  | earnings |  | reserve |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 5,100,400 |  | 9,505,917 |  | 14,200,000 |  | 28,806,317 |  |

Changes in equity

Shares redeemed | (2,000,000 | ) | - |  | - |  | (2,000,000 | ) |

Purchase of own shares | - |  | (2,000,000 | ) | 2,000,000 |  | - |  |

Dividends | - |  | (129,000 | ) | - |  | (129,000 | ) |

Total comprehensive income | - |  | 3,670,209 |  | - |  | 3,670,209 |  |

Balance at 31 December 2024 | 3,100,400 |  | 11,047,126 |  | 16,200,000 |  | 30,347,526 |  |

Changes in equity

Shares redeemed | (1,000,000 | ) | - |  | - |  | (1,000,000 | ) |

Purchase of own shares | - |  | (1,000,000 | ) | 1,000,000 |  | - |  |

Dividends | - |  | (472,000 | ) | - |  | (472,000 | ) |

Total comprehensive income | - |  | 4,110,445 |  | - |  | 4,110,445 |  |

Balance at 31 December 2025 | 2,100,400 |  | 13,685,571 |  | 17,200,000 |  | 32,985,971 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |  | Capital |

| share |  | Retained |  | redemption |  | Total

| capital |  | earnings |  | reserve |  | equity

£ | £ | £ | £ |

Balance at 1 January 2024 | 5,100,400 |  | - |  | 14,200,000 |  | 19,300,400 |  |

Changes in equity

Shares redeemed | (2,000,000 | ) | - |  | - |  | (2,000,000 | ) |

Purchase of own shares | - |  | (2,000,000 | ) | 2,000,000 |  | - |  |

Dividends | - |  | (129,000 | ) | - |  | (129,000 | ) |

Total comprehensive income | - |  | 2,129,000 |  | - |  | 2,129,000 |  |

Balance at 31 December 2024 | 3,100,400 |  | - |  | 16,200,000 |  | 19,300,400 |  |

Changes in equity

Shares redeemed | (1,000,000 | ) | - |  | - |  | (1,000,000 | ) |

Purchase of own shares | - |  | (1,000,000 | ) | 1,000,000 |  | - |  |

Dividends | - |  | (472,000 | ) | - |  | (472,000 | ) |

Total comprehensive income | - |  | 1,472,000 |  | - |  | 1,472,000 |  |

Balance at 31 December 2025 | 2,100,400 |  | - |  | 17,200,000 |  | 19,300,400 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

Cash flows from operating activities

Cash generated from operations | 1 | 8,685,294 |  | 7,248,463 |  |

Interest paid | (40 | ) | (381 | ) |

Tax paid | (1,377,502 | ) | (1,100,726 | ) |

Taxation refund | 271,162 |  | - |  |

Net cash from operating activities | 7,578,914 |  | 6,147,356 |  |

Cash flows from investing activities

Purchase of tangible fixed assets | (140,065 | ) | (4,199 | ) |

Purchase of fixed asset investments | (3,000,000 | ) | - |  |

Purchase of investment property | (30,655 | ) | (484,303 | ) |

Interest received | 438,196 |  | 473,282 |  |

Net cash from investing activities | (2,732,524 | ) | (15,220 | ) |

Cash flows from financing activities

New loans in year | 14,538 |  | - |  |

Loan repayments in year | (2,963,489 | ) | (2,366,352 | ) |

Net cash from financing activities | (2,948,951 | ) | (2,366,352 | ) |

Increase in cash and cash equivalents | 1,897,439 |  | 3,765,784 |  |

Cash and cash equivalents at beginning of year | 2 | 8,777,085 |  | 5,022,272 |  |

Effect of foreign exchange rate changes | (34,062 | ) | (10,971 | ) |

Cash and cash equivalents at end of year | 2 | 10,640,462 |  | 8,777,085 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

| 2025 |  | 2024

£ | £ |

| Profit before taxation | 5,139,023 |  | 4,807,687 |  |

| Depreciation charges | 451,699 |  | 439,772 |  |

| Gain on revaluation of fixed assets | (420,965 | ) | - |  |

| Exchange adjustments | 34,062 |  | 10,971 |  |

| Finance costs | 130,573 |  | 381 |  |

| Finance income | (435,733 | ) | (411,884 | ) |

4,898,659 |  | 4,846,927 |  |

| Decrease in stocks | 2,833,560 |  | 2,059,938 |  |

| (Increase)/decrease in trade and other debtors | (99,153 | ) | 1,552,409 |  |

| Increase/(decrease) in trade and other creditors | 1,052,228 |  | (1,210,811 | ) |

| Cash generated from operations | 8,685,294 |  | 7,248,463 |  |

2. | CASH AND CASH EQUIVALENTS

| The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

| Year ended 31 December 2025

| 31.12.25 |  | 1.1.25

£ | £ |

| Cash and cash equivalents | 10,640,462 |  | 8,777,085 |  |

| Year ended 31 December 2024

| 31.12.24 |  | 1.1.24

£ | £ |

| Cash and cash equivalents | 8,777,085 |  | 5,022,272 |  |

3. | ANALYSIS OF CHANGES IN NET FUNDS

| At 1.1.25 | Cash flow | At 31.12.25

£ | £ | £ |

| Net cash |

| Cash at bank | 8,777,085 |  | 1,863,377 |  | 10,640,462 |  |

8,777,085 |  | 1,863,377 |  | 10,640,462 |  |

| Total | 8,777,085 |  | 1,863,377 |  | 10,640,462 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| Rockbay Capital Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

| The presentation currency of the financial statements is the Pound Sterling (£).

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

| In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available in FRS 102:

| - No statement of cash flows or net debt reconciliation has been presented for the parent company.

| - No disclosure has been given for the aggregate remuneration of the key management personnel of the parent company as their remuneration is included in the totals for the group as a whole.

| Basis of consolidation

| The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

| The consolidated financial statements incorporate the results of business combinations using the purchase method. At the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair value at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

| Critical accounting judgements and key sources of estimation uncertainty

| In preparing these financial statements. the directors have made the following judgements:

| - Determine where there are indicators of impairment of the group's tangible assets and investments. 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.

| - Investment properties are revalued to fair value annually. The group recognises the property at fair value, defined as the estimated amount for which a property should exchange on the date of the valuation between a willing buyer and seller in an arm's length transaction, through the use of comparable values of similar properties observable in the market. The directors access the carrying value at each reporting date to ensure that the carrying value is adjusted to fair value.

| There are no other key sources of estimation uncertainty.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Turnover

| Turnover represents the sales of goods, retail and trade, is recognised on dispatch of the goods and excludes value added tax.

| Goodwill

| Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the group's share of the identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the consolidated statement of comprehensive income over its useful economic life, 10 years.

| Intangible assets

| Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

| Tangible fixed assets

| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

| Freehold property | - | 2% on cost

| Office equipment | - | 15% on reducing balance

| Motor vehicles | - | 25% on reducing balance

| Computer equipment | - | 33% on cost

| Investment in subsidiaries

| Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

| Investment property

| Investment properties are included in the statement of financial position at their open market value and are not depreciated. This treatment is contrary to the Companies Act 2006 which states that fixed assets should be depreciated but is, in the opinion of the directors, necessary to give a true and fair view.

| The investment properties held by the group are periodically valued by the directors on an open market existing use basis. The directors then access whether the valuation is reasonable or requires amending at each year end.

| Any gain or loss on the revaluation of investment properties is recognised in the statement of comprehensive income.

| Stocks

| Stocks are valued using the first in first out basis at the lower of cost and net realisable value after making due allowance for obsolete and slow moving stocks. Cost includes all direct costs including import duties and shipping costs.

| At the reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less selling costs. The impairment loss is recognised immediately in the statement of comprehensive income.

| Investments

| The listed investments comprise investments in unit trusts. These are recognised at fair value with the gain or loss on revaluation being recognised in the income statement

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

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

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

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Pension costs and other post-retirement benefits

| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

| 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.

| Hire purchase and leasing

| Where assets are financed by leasing arrangements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant asset is charged to the statement of comprehensive income over the shorter of estimated useful economic life and the term of the lease.

| Lease payments are analysed between capital and interest components so that the interest element of the payment is charged to the statement of comprehensive income over the term of the lease and is calculated so that it represents a constant proportion of the balance of capital payments outstanding. The capital part reduces the amount payable to the lessor.

| All other leases are treated as operating leases. Their annual rentals are charged to the statement of comprehensive income on a straight-line basis over the term of the lease.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

3. | TURNOVER

| The turnover and profit before taxation are attributable to the one principal activity of the group.

| An analysis of turnover by geographical market is given below:

| 2025 |  | 2024

£ | £ |

| United Kingdom | 9,034,953 |  | 7,681,068 |  |

| Europe | 6,275,972 |  | 5,810,278 |  |

| Rest of world | 1,984,606 |  | 1,372,922 |  |

17,295,531 |  | 14,864,268 |  |

4. | OTHER OPERATING INCOME

| 2025 |  | 2024

£ | £ |

| Rents received | 274,323 |  | 260,630 |  |

| Management charges | 1,062,183 |  | 1,096,991 |  |

1,336,506 |  | 1,357,621 |  |

5. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 1,707,977 |  | 1,485,823 |  |

| Social security costs | 226,255 |  | 169,550 |  |

| Other pension costs | 203,435 |  | 85,117 |  |

2,137,667 |  | 1,740,490 |  |

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

| 2025 |  | 2024

| Directors | 2 |  | 2 |  |

| Sales and administration | 29 |  | 27 |  |

| Production, warehouse and distribution | 4 |  | 4 |  |

35 |  | 33 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 26,824 |  | 17,568 |  |

| Directors' pension contributions to money purchase schemes | 120,000 |  | 60,000 |  |

| The number of directors to whom retirement benefits were accruing was as follows:

| Money purchase schemes | 2 |  | 2 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

6. | OPERATING PROFIT

| The operating profit is stated after charging:

| 2025 |  | 2024

£ | £ |

| Depreciation - owned assets | 97,422 |  | 85,495 |  |

| Goodwill amortisation | 354,277 |  | 354,277 |  |

| Auditors' remuneration | 14,100 |  | 12,750 |  |

| Foreign exchange differences | 96,304 |  | 636 |  |

| Lease payments recognised as an expense | 114,926 |  | 99,993 |  |

7. | INTEREST RECEIVABLE AND SIMILAR INCOME |

| 2025 |  | 2024

£ | £ |

| Deposit account interest | 331,241 |  | 272,788 |  |

| Other interest received | 104,492 |  | 107,916 |  |

| Net foreign exchange gains on loans | - |  | 31,180 |  |

435,733 |  | 411,884 |  |

8. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Other interest paid | 40 |  | 381 |  |

| Net foreign exchange losses on loans | 130,533 |  | - |  |

130,573 |  | 381 |  |

9. | TAXATION

| Analysis of the tax charge

| The tax charge on the profit for the year was as follows:

| 2025 |  | 2024

£ | £ |

| Current tax:

| UK corporation tax | 1,130,232 |  | 1,145,317 |  |

| Deferred tax | (101,654 | ) | (7,839 | ) |

| Tax on profit | 1,028,578 |  | 1,137,478 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

9. | TAXATION - continued

| Reconciliation of total tax charge included in profit and loss

| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| Profit before tax | 5,139,023 |  | 4,807,687 |  |

| Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2024 - 25 %) | 1,284,756 |  | 1,201,922 |  |

| Effects of:

| Expenses not deductible for tax purposes | 100,179 |  | 93,033 |  |

| Adjustments to tax charge in respect of previous periods | 6,273 |  | 4,088 |  |

| Additional deduction for patent box | (166,750 | ) | (168,750 | ) |

| Permanent fixed asset timing differences | 7,185 |  | 7,185 |  |

| Recognise capital loss | (203,065 | ) | - |  |

| Total tax charge | 1,028,578 |  | 1,137,478 |  |

10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

| As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

11. | DIVIDENDS

| 2025 |  | 2024

£ | £ |

| Ordinary shares of £1 each

| Interim | 364,000 |  | 75,000 |  |

| A Redeemable Preference shares of £1 each

| Interim | 108,000 |  | 54,000 |  |

472,000 |  | 129,000 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

12. | INTANGIBLE FIXED ASSETS

| Group

| Goodwill

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 3,542,765 |  |

| AMORTISATION

| At 1 January 2025 | 1,997,561 |  |

| Amortisation for year | 354,277 |  |

| At 31 December 2025 | 2,351,838 |  |

| NET BOOK VALUE

| At 31 December 2025 | 1,190,927 |  |

| At 31 December 2024 | 1,545,204 |  |

13. | TANGIBLE FIXED ASSETS

| Group

| Freehold |  | Office |  | Motor |  | Computer |

| property |  | equipment |  | vehicles |  | equipment |  | Totals

£ | £ | £ | £ | £ |

| COST

| At 1 January 2025 | 1,901,907 |  | 23,925 |  | 248,587 |  | 60,516 |  | 2,234,935 |  |

| Additions | - |  | 10,000 |  | 130,065 |  | - |  | 140,065 |  |

| At 31 December 2025 | 1,901,907 |  | 33,925 |  | 378,652 |  | 60,516 |  | 2,375,000 |  |

| DEPRECIATION

| At 1 January 2025 | 184,058 |  | 14,164 |  | 126,970 |  | 43,424 |  | 368,616 |  |

| Charge for year | 30,591 |  | 2,386 |  | 55,350 |  | 9,095 |  | 97,422 |  |

| At 31 December 2025 | 214,649 |  | 16,550 |  | 182,320 |  | 52,519 |  | 466,038 |  |

| NET BOOK VALUE

| At 31 December 2025 | 1,687,258 |  | 17,375 |  | 196,332 |  | 7,997 |  | 1,908,962 |  |

| At 31 December 2024 | 1,717,849 |  | 9,761 |  | 121,617 |  | 17,092 |  | 1,866,319 |  |

| Included in freehold property above is freehold land at cost of £271,463 which is not depreciated.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

14. | FIXED ASSET INVESTMENTS

| Group

| Listed

| investments

£ |

| COST OR VALUATION

| Additions | 3,000,000 |  |

| Revaluations | 269,620 |  |

| At 31 December 2025 | 3,269,620 |  |

| NET BOOK VALUE

| At 31 December 2025 | 3,269,620 |  |

| The listed investments comprise investments in unit trusts. These are recognised at fair value.

| Market value of listed investments at 31 December 2025 - £ 3,269,620 .

| Company

| Shares in

| group

| undertaking

£ |

| COST

| At 1 January 2025

| and 31 December 2025 | 18,360,300 |  |

| NET BOOK VALUE

| At 31 December 2025 | 18,360,300 |  |

| At 31 December 2024 | 18,360,300 |  |

| The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

| Subsidiary

| Hawke Optics Limited

| Registered office: Avocet House, Wilford Bridge Road, Melton, Woodbridge, Suffolk, IP12 1RB

| Nature of business: Manufacture & distributor of sporting goods

| %

| Class of shares: | holding |

| Ordinary | 100.00 |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

15. | INVESTMENT PROPERTY

| Group

| Total

£ |

| FAIR VALUE

| At 1 January 2025 | 6,051,505 |  |

| Additions | 430,655 |  |

| Revaluations | 151,345 |  |

| At 31 December 2025 | 6,633,505 |  |

| NET BOOK VALUE

| At 31 December 2025 | 6,633,505 |  |

| At 31 December 2024 | 6,051,505 |  |

| Fair value at 31 December 2025 is represented by:

£ |

| Valuation in 2025 | 6,633,505 |  |

| If the investment properties had not been revalued they would have been included at the following historical cost:

2025 | 2024 |

£ | £ |

| Cost | 6,730,673 |  | 6,300,018 |  |

| Aggregate depreciation | (501,744 | ) | (367,131 | ) |

| Investment property was valued on an open market basis on 31 December 2025 by the directors .

16. | STOCKS

| Group |

2025 | 2024 |

£ | £ |

| Stocks | 6,623,464 |  | 9,457,024 |  |

17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade debtors | 2,183,343 |  | 2,364,565 |  | - |  | - |  |

| Amounts owed by group undertakings | - |  | - |  | 877,193 |  | 1,954,144 |  |

| Other debtors | 1,827,425 |  | 1,974,312 |  | - |  | - |  |

| Directors' current accounts | 169,101 |  | - |  | 169,101 |  | - |  |

| Corporation tax | 186,259 |  | 271,162 |  | - |  | - |  |

| Called up share capital not paid | 100 |  | 100 |  | 100 |  | 100 |  |

| Prepayments and accrued income | 404,479 |  | 120,431 |  | - |  | - |  |

4,770,707 |  | 4,730,570 |  | 1,046,394 |  | 1,954,244 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| Group |  | Company |

2025 | 2024 | 2025 | 2024 |

£ | £ | £ | £ |

| Trade creditors | 1,436,608 |  | 478,520 |  | - |  | - |  |

| Corporation tax | - |  | 71,229 |  | - |  | - |  |

| Social security and other taxes | 83,530 |  | 59,503 |  | - |  | - |  |

| VAT | 408,351 |  | 338,617 |  | - |  | - |  |

| Other creditors | 112,517 |  | 1,019,988 |  | 106,294 |  | 1,014,144 |  |

2,041,006 |  | 1,967,857 |  | 106,294 |  | 1,014,144 |  |

19. | LEASING AGREEMENTS

| Minimum lease payments fall due as follows:

| Group

| Non-cancellable |

| operating leases |

2025 | 2024 |

£ | £ |

| Within one year | 83,000 |  | 62,275 |  |

| Between one and five years | 230,667 |  | 51,248 |  |

| In more than five years | 180,000 |  | - |  |

493,667 |  | 113,523 |  |

20. | PROVISIONS FOR LIABILITIES

| Group |

2025 | 2024 |

£ | £ |

| Deferred tax

| Accelerated capital allowances | 11,337 |  | 15,126 |  |

| Tax losses carried forward | (203,065 | ) | - |  |

| Other timing differences | 202,398 |  | 97,198 |  |

10,670 |  | 112,324 |  |

| Group

| Deferred |

| tax |

£ |

| Balance at 1 January 2025 | 112,324 |  |

| Credit to Statement of Comprehensive Income during year | (101,654 | ) |

| Balance at 31 December 2025 | 10,670 |  |

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

21. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 400 | Ordinary | £1 | 400 |  | 400 |  |

| 1,800,000 | Redeemable preference | £1 | 800,000 |  | 1,800,000 |  |

| 1,300,000 | A Redeemable Preference | £1 | 1,300,000 |  | 1,300,000 |  |

2,100,400 |  | 3,100,400 |  |

| During the year 1,000,000 redeemable preference shares were redeemed for cash at par.

| The redeemable preference shares and the A redeemable preference shares are redeemable at par at any time in whole or in part at the option of the company.

| The holders of the redeemable preference shares are entitled to receive a cumulative dividend at an annual rate of 0.01% per annum of the un-redeemed amount.

| The holders of the A redeemable preference shares are entitled, at the option of the directors, to receive a cumulative dividend at an annual rate of 10% per annum of the un-redeemed amount.

| The ordinary shares have no restrictions on the receipt of dividends or repayment of capital.

22. | RESERVES

| The group's reserves are as follows:

| Called up share capital

| Called up share capital represents the nominal value of the shares issued.

| Capital redemption reserve

| The capital redemption reserve represents the nominal value of the company's shares that have been acquired by the company and cancelled.

| Profit and loss account

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

| Revaluation reserve

| Revaluation gains recognised in respect of the investment property.

23. | CONTINGENT LIABILITIES

| The group's bankers, Barclays Bank Plc, have provided a guarantee to HM Revenue and Customs on the group's behalf. In turn, the group has provided counter guarantees to Barclays Bank Plc totalling £40,000.

ROCKBAY CAPITAL LTD (REGISTERED NUMBER: 11929711)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

24. | PENSION COMMITMENTS

| The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £203,435 (2024: £85,117). £2,667 of contributions were payable to the fund at the year end (2024: £2,505).

25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

| The following advances and credits to a director subsisted during the years ended 31 December 2025 and 31 December 2024:

2025 | 2024 |

£ | £ |

| A P Walker

| Balance outstanding at start of year | - |  | - |  |

| Amounts advanced | 169,101 |  | - |  |

| Amounts repaid | - |  | - |  |

| Amounts written off | - |  | - |  |

| Amounts waived | - |  | - |  |

| Balance outstanding at end of year | 169,101 |  | - |  |

| The loan to A P Walker is unsecured and interest is charged at 3.75%.

26. | RELATED PARTY DISCLOSURES

| Key management personnel of the entity or its parent (in the aggregate)

2025 | 2024 |

£ | £ |

| Purchase of freehold property | 400,000 |  | - |  |

| Remuneration including pension contributions | 138,324 |  | 77,568 |  |

| Remuneration paid to directors' spouses | 96,000 |  | 96,000 |  |

| Dividends | 364,000 |  | 75,000 |  |

| Amount due from related party | 169,101 |  | - |  |

| Amount due to related party | - |  | 984,143 |  |

| Other related parties

2025 | 2024 |

£ | £ |

| Sales, royalties and management charges | 1,329,853 |  | 1,186,039 |  |

| Purchases | 14,743 |  | 24,123 |  |

| Interest receivable | 104,492 |  | 107,916 |  |

| Amount due from related party | 2,565,005 |  | 3,129,220 |  |

27. | CONTROLLING PARTY

| A P Walker and S A Walker, directors, are regarded by the directors as being the ultimate controlling parties.