31 March ## 2025 ## Compounding wealth long-term ### Rockwood Strategic Plc ### Report and Accounts for the year ended 31 March 2025 ## Overview Rockwood Strategic plc (“RKW”) is 02 Chairman’s Statement ## an Investment Trust listed on the 03 Board of Directors 04 Investment Manager’s Report ## Main Market of the London Stock 10 About the Investment Manager 11 Strategic Report 2025 ## Exchange that invests in a focused Governance ## portfolio of smaller UK public 19 Corporate Governance Report 22 Audit Committee Report ## companies. The strategy identifies 23 Directors’ Remuneration Report ## 25 Directors’ Remuneration Policy undervalued investment opportunities, 26 Directors’ Report ## 28 Directors’ Responsibility Statement where the potential exists to improve 29 Independent Auditor’s Report ## returns and where the company is Financial Statements ## benefitting, or will benefit, from 34 Statement of Comprehensive Income 35 Statement of Financial Position ## operational, strategic or management 36 Statement of Cash Flows 37 Statement of Changes in Equity ## changes. These unlock, create or 38 Notes to the Financial Statements ## realise value for investors. Other Information 50 Notice of Annual General Meeting 54 Corporate Information Throughout this report we use the more concise terms RKW or the Company. Rockwood Strategic Plc Overview Governance Financial Statements Other Information # Highlights Highlights for the period include: → NAV Total Return performance in the twelve months to 31 March 2025 of 21.0% to 248.79p/share*, which compares to a decline in the FTSE Aim All-Share of 8.2% and a rise in the FTSE Small Cap (ex-ITs) of 3.4%. → The Total Shareholder Return in this period was 20.8%*. → NAV Total Return performance in the three years to 31 March 2025 of 54.5%, which compares to the FTSE Small Cap (ex-ITs) of -6.6% and the FTSE Aim All-Share of -34.6%. The Total Shareholder Return in this period was 78.6%*. → Maintained price of shares at an average premium to NAV of 2.9%*. → Significant new investor demand resulted in issuance of 7.6 million new shares, increasing share count by 24.5% and, alongside performance, growing NAV to £96.6m from £64.3m. NAV has grown 135.6% in the last three years, building scale. * These are considered to be Alternative Performance Measures (APMs). See APMs on page 49. Review of Strategic Risk 01 ## Chairman’s ## Statement Noel Lamb Chairman Rockwood Strategic Plc Dear Shareholder, | I am pleased to report another successful | Geo-political and macro-economic headlines | It was also pleasing to see external industry | | --- | --- | --- | | year for Rockwood Strategic plc (“RKW”). | continue to dominate sentiment. However, | recognition of our progress with Rockwood | | RKW has grown Net Asset Value (“NAV”) | it is clear this highly stock specific approach | Strategic winning ‘Best UK Exposure’ at the | | per share, increased assets through new | is identifying opportunities which can create | Quoted Data Awards, ‘Investment Company | | issuance and maintained the share price at | value for shareholders irrespective of external | of the Year – UK Small Companies’ at the | | a premium to NAV. RKW remains one of the | events. A number of operational turnarounds | Investment Week Awards and ‘UK Smaller | | very best performing UK small companies | within the portfolio now appear on track, | Companies Trust’ of the year at the Citywire | | funds, according to Association of Investment | strategic initiatives continue to progress | Investment Trust Awards. The Board also | | Companies data for the previous one, three | and a range of new or evolved management | noted Richard Staveley, your manager, was | | and five years ended 31 March 2025. | teams and Boards have either concluded | awarded the coveted AAA status by Citywire | | | or are underway. It is worth remembering | during the period. | | NAV Total Return performance in the twelve | that performance in any short period under | | 1 | months to 31 March 2025 was 21.0% | which | review will be primarily due to the individual | The Board believes that, until the Company | | --- | --- | --- | --- | | compares to an increase in the FTSE Small | | performances of a handful of our holdings. | has gained greater scale, it will retain the | | Cap (ex-ITs) of 3.4% and a fall in the AIM | | I have made this comment before and will | maximum capital allowable to maximise the | | All-Share Index of 8.2%. The Total Shareholder | | again, as in 2025 it was indeed the case due | compounding of NAV growth. Our Dividend | | Return in this period was 20.8%. Our approach | | to the outstanding contribution from Filtronic | policy is that at least 85% of net income after | | is clearly differentiated from other UK small | | Plc and Funding Circle Plc to Shareholders’ | expenses will be paid to shareholders. During | | company funds; concentrated, ‘value’ focused, | | NAV growth. | the period, modest levels of portfolio income | | and adding value through active engagement | | | did not exceed running expenses and thus no | | with our investments. It seems clear that the | | I am also delighted to report that the shares | dividend will be paid. Our AGM will be held on | | pressure of UK market outflows and desire | | have maintained an average 2.9% price | 29 July for those that would like to meet the | | for liquidity by many professional investors | | premium to NAV. This has allowed RKW under | Board members and Investment Manager in | | is creating opportunities for our Manager to | | its authorities to issue shares to new investors | person. | | uncover the resulting pricing inefficiencies | | satisfying demand. Issuance continued during | | | and opportunities for successful capital | | the financial year and as the Trust reached its | Yours sincerely, | | deployment to generate our medium and | | limits under existing authorities we issued a | | | longer term performance targets. | | Prospectus and conducted a General Meeting | | to expand this limit which was overwhelmingly | The market had an eventful year and a further | supported by shareholders, for which I thank | Noel Lamb | | --- | --- | --- | | 7 new holdings were established during the | those who participated. We warmly welcome | Chairman RKW | | period. As a result, half of the top ten holdings | all our new fellow shareholders. | | 17 June 2025 have changed in the last year. This ability to re-cycle and renew our portfolio provides confidence in the dynamism of our approach and that the seeds of future NAV growth are being sown. 1 These are considered to be Alternative Performance Measures (APMs). See APMs on page 49. ## 02 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Board of Directors Noel Lamb Kenneth Lever Paul Dudley Independent, Non-Executive Chairman Senior Non-Executive Director Non-Executive Director Chairman of the Audit Committee | Noel graduated from Exeter College, Oxford | | Paul Dudley is a Fellow of the Institute of | | --- | --- | --- | | and is a barrister-at-law. Commissioned into | Chairman of the Audit Committee at Rockwood | Chartered Accountants of England and Wales | | the 5th Royal Inniskilling Dragoon Guards, he | Strategic plc, Ken is Chairman of Marston’s plc, | and is a Member of the UK’s Chartered Institute | | served as ADC to the Commandant of the Royal | Chairman of Cirata plc and Deputy Chairman and | of Securities and Investment. Paul founded | | Military Academy Sandhurst and Adjutant of the | NED of Rainier Developments Limited. Ken was | Aer Ventures in 2011, a corporate advisory | | North Irish Horse. He joined Lazard Brothers | previously Chairman of Biffa plc and RPS Group | business, where he is Managing Partner. He | | & Co Limited in 1987 and from 1990 to 1997 he | plc and also Chief Executive of Xchanging plc. | has previously worked as an approved Qualified | | was the managing director of Lazard Japan | During his career Ken has held listed company | Executive acting as the Corporate Finance | | Asset Management where he was the fund | executive board positions with Tomkins plc, | adviser on AIM corporate transactions. Paul | | manager for their Japanese equities. In 1997, he | Albright and Wilson plc, Alfred McAlpine plc and | graduated from Durham University and began | | moved to the Russell Investment Group where | private equity owned Numonyx BV. | his career at PricewaterhouseCoopers. He is | | he established the investment management | | currently a director of a number of public | In his early career Ken qualified as a capability of Russell in London. In 2002, he was and private companies including Celsius Chartered Accountant and became a partner promoted to Chief Investment Officer in North Resources Ltd and Pyne Gould Corporation Ltd. in Arthur Andersen. Ken is Chairman of the America where he managed assets of $150bn Advisory Board of the Alliance Manchester until his departure in 2008. Noel is also currently Business School. Ken graduated from the a director of Guinness Asset Management Funds University of Manchester with a degree in and served as chairman of Alantis Japan from ManagementSciences. 2014 to 2023 ## 03Rockwood Strategic Plc ## Investment Manager’s ## Report Richard Staveley Lead Fund Manager | Highlights | | Finally, for the first time since March 2020 | | --- | --- | --- | | Æ NAV Total Return performance in the | | interest rates started falling. This is an | | | twelve months to 31 March 2025 of 21.0% | important development as what Ed Chancellor | | | to 248.79p share, which compares to a | calls “The Price of Time” has such an influence | | | decline in the FTSE Aim All-Share of 8.2% | over the cost of capital, asset allocation | | | and a rise in the FTSE Small Cap (ex-ITs) | decision-making and return expectations. | | | of 3.4%. | It also signalled that the main Central Banks | were happy the recent inflationary period Æ The Total Shareholder Return in this was behind us. However, in their culturally period was 20.8%. conservative approach, the pace of cuts has | Æ NAV Total Return performance in the | | been pedestrian and during the year the Bank | | --- | --- | --- | | | three years to 31 March 2025 of 54.5%, | of England reduced the base rate from 5.25% | | | which compares to the FTSE Small Cap | to 4.5%. For many mortgage holders and | | | (ex-ITs) of -6.6% and the FTSE Aim All- | businesses used to the extended period of zero | | | Share of -34.6%. The Total Shareholder | rates, this remains a challenging policy setting. | Nicholas Mills Return in this period was 78.6%. Assistant Fund Manager The adoption of aggressive Tariffs by the U.S. Æ Maintained price of shares at an average are widely expected to create an inflationary premium to NAV of 2.9%. impulse, despite equal unanimity that they | Æ Significant new investor demand | | will lead to weaker economic activity, which | | --- | --- | --- | | | resulted in issuance of 7.6 million new | could offset this (for illustration the oil price | | | shares, increasing share count by 24.5% | has fallen from c.$82 in March 2024 to $61 | | | and, alongside performance, growing | at time of writing). This may temper further | | | NAV to £96.6m from £64.3m. NAV has | cuts, its frankly unclear. However, in the UK | | | grown 135.6% in the last three years, | the Consumer Price Index hit 2.6% in the 12 | | | building scale. | months to March; broadly on track to reach, but | still above, the target of 2%. Our expectation Market backdrop is that slowing global economic activity as Rockwood Strategic derives its main a result of policy uncertainty around Tariffs investment ‘edge’ from individual stock and the lack of fiscal headroom to provide picking rather than broader market and stimulus, will enable interest rates to continue economic insights which the media tend to falling, probably at an accelerated pace, focus on. Of course, the health of the general which historically has been supportive for the economy, the level of political interference in performance of UK smaller company shares. Christopher Mills economies and the cost of money (interest The U.K.s small (only 1.9% of GDP) exports to Advisory Group Member rates) all affect the outlook for our holdings, the US appear to have received some friendly CIO Harwood Capital Group in particular the context in which they are (e.g. vs Europe) treatment, but the wider improving profitability and undertaking inevitable economic slowdown combined with strategicinitiatives. domestic sluggishness is supportive of lower rates and a challenging backdrop for many businesses. * These are considered to be Alternative Performance Measures (APMs). See APMs on page 49. ## 04 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | In the UK, a General Election occurred resulting | We reiterate our call for the tax relief afforded | Portfolio Commentary and Outlook | | --- | --- | --- | | in a large majority for the Labour Party, despite | to ISAs be designated for UK listed shares only. | Overall, the portfolio is diversified by number | | a low level of the popular vote, as traditional | A self-financing policy, we believe this could | of investments (24) and industry sectors. There | | Conservative support tired or splintered into | funnel over £16 billion a year into UK shares and | remains concentration of our largest holdings, | | the Reform Party. Labour, in a serious attempt | we can bring life back to our historic market | with 63.1% of NAV in the top ten holdings. 13 of | | to prove they are worthy of government | exchange, support growing UK businesses and | our investments have net cash on their balance | | (having been in power only 13 of the 46 years | stimulate its wide economic community. | sheets, completely unlevered. During the year | | since 1979), have issued ‘fiscal rules’ which is | | a number of key investments, in-line with our | | important given government debt interest | “US exceptionalism” debates over recent | theses, reduced their leverage and thus risk | | payments now exceed £100 billion, more than | years are being questioned. These arguments | materially, highlights being Capita and James | | the education budget. Clearly ‘talk’ needs to be | developed to support the narrative that the | Fisher & Sons. | | translated into ‘action’, however clear policy | much higher valuations of US shares which | | | support for more UK infrastructure investment, | had emerged were justified. We note that | The current valuations of our holdings | | reduced public sector costs and improved | 2024 was only the third time in 100 years that | are materially below our estimate of | | productivity, less and easier regulation, | back-to-back performances over 20% were | their combined intrinsic value. Low | | reduced welfare benefits and closer ties with | achieved. Circumspection is now underway | starting valuations are critical to future | | Europe sit well with the desires of business, | following Trump’s election and in the wake | positivereturns. | | who will power any future improvement in | of Chinese AI developments (‘Deepseek’) at | | | economic growth. The funding conundrum to | a fraction of existing prices. In short Apple | We have had the proceeds of new issuance | | solve remains difficult given very high levels of | makes its products in China, Taiwan dominates | to invest. Cumulatively this has meant we | | taxation already relative to history and post war | the world supply of semi-conductors and the | have been able to buy more of our maturing | | highs in government debt-to-GDP ratios. | US doesn’t grow many bananas. Simplistic | investments at favourable prices and also | | | tariff policy is being directed at complex, long- | we have, in a buyer’s market, been able to | | The first Budget in the Autumn was | standing, interdependencies. Second and third | purchase 7 new investments, all of which we | | constrained by election tax promises and the | order impacts will be far and wide. The lack | target at least 100% upside, and represented | | increase in National Insurance Contributions | of clarity in terms of the final policy settings | 23.3% of portfolio NAV at period end. | | alongside higher minimum wages and, in | under the Trump administration is now the key | | | advance of enhanced employee protections, | dampening effect on the world economy. It’s | An understanding of the maturity stage of | | has clearly knocked the wind out of many | the uncertainty that kills. | the portfolio holdings is paramount to the | | businesses. For context the national living | | confidence which underpins our view of the | | wage is now higher than Germany, France, | Of further significance is the loosening up of | future NAV growth opportunity. Typically, we | | Ireland, Japan, Spain and of course the U.S. | Germany’s fiscal position alongside the EU. | spend between a month and up to 6 months | | We expect further fiscal gymnastics over the | This once rock-solid conservative stance has | researching a new opportunity. On initial | | next year, not least because changes to non- | been fractured by Trump’s pressure on Europe | purchase the company is entering or within a | | domiciled tax residents are seemingly causing | to carry its weight on Defence spending. With | ‘stabilisation phase’ which lasts 6-18 months. | | an exodus of some of the wealthiest. One | a low, relative, debt to GDP ratio in Germany, | This is usually a volatile period for the shares | | needs to generate a lot of tax elsewhere when | this appears a welcome development to | (more often than not in a negative direction) | | the top 1% of payers contribute 29% of all taxes | underpin European economic recovery, as | as the management and Board evolves, | | (when compared to 11% in 1979) and decide to | does a softening attitude to the pace of climate | operational performance is stabilised, all issues | | leave the country. | change regulations which tend to suppress | surface and the plan for financial improvement | | | economic growth. | (both balance sheet and cash flow generation) | | We remain very frustrated that the new | | is addressed. This is the riskiest period for | | Government has not done more to stimulate | In conclusion, we are thankful our stock | the investment. On emergence, management | | investment flowing into the British stock | specific investment approach at Rockwood | incentivisation and team has been finalised, | | market; a critical component of the country’s | Strategic doesn’t rely on analysing | operational plan created and a ‘delivery phase’ | | ability to finance and scale our very best | macroeconomic, geo-political or market | occurs, usually 24-30 months long, as the | | businesses. New issues were essentially non | factors, particularly when the sitting US | business is returned to decent profitability, | | existent. Takeovers and companies leaving | President has his own crypto-coin, such as | returns normalise, and both the balance | | the market continued. However, whilst the | deciding upon the correct price for Gold, but | sheet and free cash generation are repaired. | | small company dominated AIM remains under | we are positive that interest rates are falling | Progress is monitored through company | | severe pressure, and clearly not helped by a | and that the UK appears in a relatively good | results. Subsequently the shares move into | | reduction in the tax relief available, the actual | position on tariffs and that, quietly, with little | a ‘realisation phase’ where either the stock | | performance of UK shares was good. In fact, | hubris, UK shares have started to beat US ones. | market re-rates the company to fair value or | | better than good (above long-term averages). | Given low starting relative equity valuations, if | external parties (trade buyers or private equity | | The FTSE 100 rose 12.9% during the year. | this is the beginning of new trend, it could be a | funds) spot the stabilised but undervalued | | This compares to the S&P 500 up 7.6%. Your | very significant investment opportunity and we | business and make an approach. | | manager feels passionately that if smaller | mean to exploit it. | | British companies are to sustainably join their larger brethren in performance terms, active policy actions by government will be necessary. ## 05Rockwood Strategic Plc ## Investment Manager’s Report (continued) We expect the pickup in trade buyer acquisition Top 10 Holdings as % of NAV activity and public-to-private transactions to accelerate in the coming years for our targeted Company Sector % part of the UK stock market and the portfolio. If RM plc Education services 13.9 the stock market doesn’t fairly value or provide growth capital to UK listed small companies Filtronic Technology 9.4 then alternative solutions for shareholders Trifast Industrials 6.5 will emerge. This dynamic should deliver material, absolute NAV growth for the current Vanquis Banking Group Plc Financial Services 6.0 portfolio holdings as it did during the year with M&C Saatchi Media 5.2 the takeover approach for National World at a 53% premium. Our unrealised IRR at year end James Fisher & Sons Industrials 4.8 was84.4%. Restore Business Services 4.8 We are excited as the majority of the portfolio Funding Circle Financial Services 4.6 is now within the delivery or realisation phase Capita Plc Business Services 4.0 which should be supportive of further NAV growth in the years to come and our target Mercia Asset Management Financial Services 3.9 return objective of 15% IRR. Total 63.1 Investment Philosophy Cash and equivalents Cash and equivalents 2.6 Æ ‘Value’ investor mindset and free cash flow focused | | | Top 5 Investment Portfolio Holdings | value of the Assessment division, which we | | --- | --- | --- | --- | | Æ Seek proven businesses, identifiable | | Commentary | believe exceeds the entire c. £95million current | | | assets | | market capitalisation itself. | RM Plc 13.9% Net Assets Æ Establish mean reversion potential Cost: £5.50m, Value as at 31 March 2025 Filtronic 9.4% Net Assets (profitability, balance sheet and valuation £13.44m, IRR to date 60.8% Cost: £1.24m, Value as at 31 March 2025 re-rating) £9.09m, IRR to date 236.4% Æ Identify catalysts for change The company is an established and leading supplier to the education market. It has three The company is an independent, world leader Æ Develop exit thesis to mitigate illiquidity divisions: firstly an educational supplies in Radio Frequency (“RF”) applications and risks (3–5-year time horizon) | | | business which reaches 90.0% of UK Primary | technology. This is the art of converting | | --- | --- | --- | --- | | Æ Engage with all stakeholders to de-risk | | schools selling everything from basic supplies | analogue to digital signals and mastering | | | and add value | to bespoke teaching aids, often encouraged | the various wavelengths on the spectrum to | | | | by the curriculum. The second is a leading | communicate data effectively. The business | | We believe that investment returns are | | assessment business which facilitates the | has been in existence for many years and | | generated by purchasing a share for less | | marking of exams such as the International | works with world leading clients in its sectors, | | than the intrinsic worth of the company, (a | | Baccalaureate or A-levels both in the UK and | historically Telecommunications (5G rollout | | ‘value’ philosophy), which is enhanced by | | abroad. The final division provides outsourced | for instance), Defence (Radar applications for | | identifying companies which can increase | | technology services to groups of schools. | example) and critical communications. The | | their fundamental intrinsic worth over | | We led the initiative to appoint Christopher | opportunity for shareholders centres on the | | time, thus avoiding ‘value traps’. We seek | | Humphries to the Board who is now Senior | opening up of a new, potentially huge market | | to optimise the IRR by identifying ‘catalysts’ | | Independent Director. The company has | for Filtronic that is transforming sales and | | which will unlock the share’s discount to the | | high levels of debt, but supportive banks, | profitability of the company creating strategic | | business’s worth or accelerate value creation. | | and we expect a divisional sale to repair the | value within the industry supply chain. The | | For ‘core’ investments we ourselves may be | | balance sheet in the next few months. The | market is ‘Space’. The company announced | | the ‘catalyst’ through the provision of capital, | | business, which has a long history of cash | a strategic agreement and huge contracts | | insight and personnel through constructive | | generation, is now stabilised after a recent | with SpaceX, which has been transforming | | engagement with the Board, management and | | collapse in profitability and we expect material | the economics of space travel, whose Starlink | | otherstakeholders. | | profit growth over the coming years, indeed | network of Low Earth Orbiting satellites is | | | | management are targeting 5x the 2023 EBITDA | global leader. Filtronic has been winning | | | | outcome. We believe that the shares have a | contracts to supply components for their | | | | ‘sum-of-the-parts’ valuation materially above | ground stations and is hoping to win new | | | | the current share price and expect the evolved | satellite customers and also develop products | | | | Board and new management team to create | for the satellites themselves. The company has | | | | and realise considerable shareholder value | net cash and potentially a very bright future as | | | | through a well-managed divisional disposal | other constellation projects mature, existing | | | | process and operational turnaround. During | clients grow and the business achieves scale. | the year significant contract wins and strategy evolution has increased our opinion of the ## 06 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | Trifast 6.5% Net Assets | profitable lending. A fully new management | Portfolio Activity Purchases | | --- | --- | --- | | Cost: £7.03m, Value as at 31 March 2025 | team is turning around the poor performance | | | £6.27m, IRR to date -5.6% | of the company whose costs were far to high | New holdings Commentary | and IT systems archaic. The plan should return | The company is an international manufacturer | the business to mid-teens return on tangible | The Investment Team have been actively | | --- | --- | --- | | (30.0%) and distributor (70.0%) of fasteners | equity which would justify a premium to | deploying capital during these depressed | | (nuts ‘n’ bolts) and has been established for | Book Value. Currently the shares are on a big | market conditions to seed returns for | | a number of decades. With 34 locations, of | discount. The turnaround has been dealing | shareholders over the medium term. | | which 7 are high volume manufacturing sites, | with additional challenges from a deluge of | | | 15 billion parts are sold per year and over 1200 | (almost entirely spurious) customer claims | Capita 4.0% Net Assets | | employees. Sales exceed £230m with a long | created by professional Claims Management | Cost: £4.60m, Value as at 31 March 2025 | | history of profitability and cash generation. | Companies. This has cost a huge amount in | £3.89m, Market Capitalisation £235m | | The company has material net assets and is | administration and has occurred under an | | | well invested in plant and machinery. However, | asymmetric charging structure at the financial | This outsourcing business was a former | | returns have fallen and Return on Capital | ombudsmen in favour of the Claims companies. | FTSE 100 constituent but had a spectacular | | Employed (“ROCE”) is poor. The operating | This has recently been addressed and costs | fall from grace and is now valued at £235m. | | margin is depressed vs its long history and | should fall in 2025-26. Furthermore, the vehicle | The business has a completely new senior | | competitors and a management and Board | finance sector has been under regulatory | management team who are targeting to | | evolution has now been completed. This | scrutiny raising concerns of expensive redress | improve operating margins form c.4.5% to | | included the appointment of Nick Mills from | schemes. It is our strong view that Vanquis’s | 6-8%. There are two divisions. The first is | | Harwood as a Non-Executive Director (“NED”). | exposure is modest. Well capitalised, with | focused on the Public Sector where it’s the | | A restructuring program to deliver savings | attractive financial characteristics, we expect | incumbent administration provider of a range | | is underway and we expect progress from a | the recovery to be considerable. | of government services such as the Congestion | | c.5.0% operating margin to a 10.0% operating | | Charge, The Student Loan Company and the TV | | margin over the next 2-3 years. 75.0% of sales | M&C Saatchi 5.2% Net Assets | License. The second division is more private | | are customer-specific branded products | Cost: £3.42m, Value as at 31 March 2025 | sector focused and has a barely profitable | | with an 18-year average tenure of the top ten | £5.06m, IRR to date 13.9% | contact centre business which is a key area for | | customers, the largest being <7.5% sales. Net | | improving performance relative to the levels | | Debt had become elevated not least due to | The company is one or the world’s best known | achieved by competitors. In both divisions, | | a bulging inventory position of over £100m, | global advertising and communications | significant cost is being taken out and new | | which is now unwinding. We can identify a | advice agencies with clients stretching from | technology harnessed (in particular the use | | significant multi-year turnaround and recovery | governments to supra-national organisations | of AI) to improve productivity, efficiency and | | opportunity with scope to materially increase | (e.g. The World Bank) to the world’s leading | profitability. The company had been saddled | | cash generation, improve returns and profits | consumer brands (e.g. Samsung) and social | with huge amounts of debt which have now | | leading to a normalisation and expansion of the | media sites (e.g. TikTok). Following a period | been paid off through a series of business | | valuation. Tariffs effects will need to be dealt | of turmoil, the Board and management | disposals and also had a significant funding | | with, although the US is a modest destination | team underwent significant change. The | requirement for its pension fund, which has | | for sales and the parts are of low nominal value. | business has been making considerable | also been addressed. It is clear that most | | | operating savings, disposing of loss-making | investors are sceptical of the likelihood of | | Vanquis Banking Group 6.0% Net Assets | operations and streamlining the business, | improved performance, which is reflected | | Cost: £5.00m, Value as at 31 March 2025 | including the move to shared services. Results | in very low valuation multiples. However, we | | £5.82m, IRR to date 35.8% | demonstrated the turnaround is well underway | expect a significant increase in free cash flow | | | unveiling a growing, high margin, low capital | generation when the restructuring concludes | | This FCA and PRA regulated Bank emerged | intensive, highly cash generative, international | in 2026 and 2027 justifying a large re-rating. A | | from the historic ‘door-step lender’ Provident | business. Their almost unique ‘world issues’ | full break-up of the group may be the end-game | | Financial. The business now has two main | non-cyclical division, which advises a | and in that regard it is important the company | | lines of credit, namely a ‘below-prime’ credit | range of governments and supra-national | exits its loss making closed Life & Pensions | | card (Vanquis) and motor vehicle finance | organisations has material value and may | activities, which would enhance free cash flow | | (Moneybarn) and has started growing loans | need to be ‘un-locked’ from the derisory stock | conversion significantly. | | in second charge mortgages. There are an | market valuation. The company has almost | | | estimated 20 million people in the UK who are | finished buying out its minority partners, has | Mercia Asset Management 3.9% Net Assets | | financially struggling and need to, on occasion, | now put in place a new CEO, CFO, co-Creative | Cost: £4.17m, Value as at 31 March 2025 | | access credit. Vanquis is the market leader | Directors and has net cash. The shares still | £3.75m, Market Capitalisation £112m | | with over 1.5 million customers. In line with the | remain below the rejected level of the 2022 | | | risks to this type of lending the rates are higher | takeover offer. General concerns about the | The business is the leading regional provider | | than Prime but not exploitative like the ghastly | health of advertising markets linger, however | of venture capital in the UK with a network of | | pay day lenders. For many the alternative to | we believe the company is now in a position | 11 offices, relationships with 40+ universities | | Vanquis, if friends and family can’t help, is the | to undertake share buybacks and should be | for entrepreneurial spin-outs and provides | | unregulated black-market. The bank now has | actively seeking to realise and demonstrate, | a mix of venture capital, private credit and | | over £2 billion in deposits which is uses for its | value forshareholders. | private equity alongside EIS and other scheme | ## 07Rockwood Strategic Plc ## Investment Manager’s Report (continued) | funds. Historically the company used its | too. The valuation at a market capitalisation of | Capital 3.1% Net Assets | | --- | --- | --- | | own balance sheet to invest in exciting early | c.£47m is therefore very depressed given the | Cost: £4.21m, Value as at 31 March 2025 | | stage businesses for which it has overall a | profitability and growth prospects and which | £2.97m, IRR to date -37.9% | | good record of success. However, recently | seemingly relates to concern over the California | | | the company has evolved its strategy and | contract performance, its size and worries | The company started out providing drilling | | is becoming a trading company (enabling | about renewal which we believe are likely to | services to small African based mining | | itself to be available for IHT relief). This | beunfounded. | companies and, having developed a reputation | | will entail exiting the portfolio of stakes in | | of best in class health and safety, service | | companies over the next 2-3 years, which are | National World 3.2% Net Assets | levels and efficiency, has gradually built a | | currently valued by the Directors in excess | Cost: £1.98m, Value as at 31 March 2025 | diversified client base including a number of | | of the market capitalisation of c.£110m. | £3.1m, IRR to date 84.4% | world’s major mining companies. The rig fleet | | In addition, the company has over £40m | | is now deployed across several continents and | | of cash (some of which will be needed to | For long term shareholders in Rockwood | is complimented by other services, the most | | fund the investments through to exit) and | Strategic, this will be a familiar name. It was | important for our thesis being the ‘laboratory | | its fund management activities. These will | purchased in January 2021 at 10p and then | services’ division which is providing leading | | become the sole focus in the years to come | exited in March 2022 at 29p. The business was | edge, environmentally friendly assays and | | and having grown to £1.8billion of funds, the | created to acquire the regional news assets of | sample testing to its clients. The company | | management are targeting over £3billion. With | the former FTSE 250 company Johnston Press | suffered during the year due to delays in | | an almost fully invested platform and team, | out of administration, shorn of its crippling | mobilising its new huge contract with Nevada | | if this scale is achieved, significantly higher | pension fund and debt liabilities. The strategy | Gold Mines and also missed growth forecasts | | levels of profitability are likely. It is helpful | of this cash generative business has been | for the laboratories business which was | | the government is keen to support regional | to invest and build digital revenue streams, | disappointing (albeit up 13.6%). We have | | investment as are local public sector pensions | alongside cost cutting to offset the (now | engaged regularly with the company about | | schemes and the British Business Bank. We | slow) decline of traditional print newspapers. | its recent performance given Capital’s history | | expect a successful execution of the strategy | Local news is popular, and local businesses | of strong margins and attractive returns on | | to provide a much simpler investment case | want to advertise and thus there is value to | capital. These will be enhanced further over | | (without the balance sheet investments) and a | the portfolio of historic titles including quality | time by the strong growth of the laboratories | | specialist, highly profitable and thus valuable | businesses such as The Yorkshire Post and The | business, competitors of which are valued | | asset manager, to emerge. | Scotsman. With net cash, bolt-on acquisitions | very highly. The Founder has consequently | | | were being pursued by an experienced | stepped back into the business as Executive | | Kooth 3.6% Net Assets | management team. We identified that progress | Chairman and we expect much improved future | | Cost: £4.18m, Value as at 31 March 2025 | was being made, but in these challenging | performance. With a significant personal | | £3.45m, Market Capitalisation £47m | markets, the shares performed poorly after | stake in the company, he is highly motivated to | | | our prior exit, and we were able to reestablish | deliver. Whilst Capital has activities across a | | This digitally led ‘hybrid’ service provides | the investment at 13.5p on a very low multiple | number of metals, it still retains a bias to Gold. | | mental health services to young people. It | of improved profits. Subsequently a cash | We expect acceleration and further growth in | | is the leading provider in the UK with over | takeover offer at 23p, c. £65m, has emerged | its key projects, and an eventual realisation | | 100 NHS Trusts adopting the service which | for the business which we have accepted | of value in the laboratories business. The | | allows young people to access professional | at a highly attractive IRR, well in excess of | valuation is anomalous, at a discount to Book | | counselling, on-line (free and anonymous). | our target returns. We expect the deal to | Value, despite the ROCE and growth record, its | | Whilst NHS budgets are stretched, the | complete within the first quarter of the new | asset base and prospects. | | service is intended to help prevent far more | financialyear. | | | expensive problems down the line if issues are | | Van Elle 3.8% Net Assets | | addressed early. In 2023 against significant | Additions | Cost: £3.98m, Value as at 31 March 2025 | | competition, Kooth won a huge, landmark | We added materially to our shareholdings in a | £3.63m, IRR to date -0.4% | | contract to provide the service in the State | number of existing investments increasing the | | | of California. They have been mobilising the | number of shares held, the largest are shown in | This investment is now five years old having | | adapted service ever since which is part of a | the following table: | been initiated during the COVID-19 crisis. | | $4billion state mental health programme. The | | The company is the leading UK provider of | | company has also won a pilot in New Jersey | | ground improvement, foundation and piling | % increase in but had one in Pennsylvania stopped in the run services to the construction industry, with shareholding up to the election amidst a highly politicised a bias to infrastructure and housing. During Company during the year environment. They have signed an agreement the five years the new management team Capital 122 with a large insurance company to access have professionalised the business and Medicaid funding and are trialling in Illinois. converted losses into profits, whilst sales Van Elle 83 The opportunity for growth in the US and the have grown significantly. However, financial Restore 60 rest of the World is significant and potentially targets have not been met with a lack of material value can be created through scale progress on operating margins and some James Fisher & Sons 50 economics. The company has a large cash modest m&a which has not delivered value to STV Group 47 balance of over £20m and is generating cash shareholders in our view. Whilst end markets ## 08 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | have clear growth dynamics, particularly the | growing services to global offshore wind | Sales | | --- | --- | --- | | opportunity in sectors such as water and | farms, emergent defence products and | We exited four investments during the period, | | energy transmission (albeit housing remains | cash generative shipping related services. | three of which were modest in size: The Youngs | | weak) this asset intensive, c.£37m market | Within each division there are clear strong | & Co shares we received as part of the takeover | | capitalisation business, is struggling on AIM. | sources of IP, differentiation and added- | of City Pub Group in the prior year were sold | | We have increased our stake to support our | value for customers. Critical to the improved | concluding a 59.4% IRR, 2.25x Money Multiple | | engagement initiatives with the company to | profitability is the Defence division which has | on our investment. The Loan we provided to | | unlock value for shareholders. Despite having | now moved from losses into modest profits. | Pressure Technologies Plc was repaid resulting | | net cash and considerable fixed assets (the | Recent results unveiled a large increase in the | in a 19.6% IRR. A small position which we | | fleet of well-invested ‘rigs’) the shares are | order book and commentary for management | were unable to scale in size was exited for a | | valued on a discount to book-value. | suggests the contract pipeline is healthy. We | smallprofit. | expect considerable valuation upside as the | Restore 4.8% Net Assets | turnaround progresses and risks abate. | Hostmore was also exited prior to its delisting | | --- | --- | --- | | Cost: £4.07m, Value as at 31 March 2025 | | and move into administration. This was an | | £4.60m, IRR to date 15.8% | STV 3.6% Net Assets | unsuccessful investment for the strategy. | | | Cost: £4.31m, Value as at 31 March 2025 | Modest position sizing, given the known risks | | This office services and records management | £3.62m, IRR to date -16.8% | regarding the level of financial leverage in | | business manages over 22m boxes of paper | | the business resulted in the loss to NAV being | | records for a wide range of businesses, | The company is the No.1 Scottish commercial | constrained. However, this was a disappointing | | including 80.0% of the FTSE 100, which is a | broadcaster, recently being re-awarded a | outcome as if the consumer environment had | | highly profitable activity generating over 30.0% | further 10 year license, which incorporates | been more benign and a recovery in trading | | profit margins. Over the years, complimentary | its leading digital platform, the ‘STV Player’. | ensued under the new management, debt | | activities have been developed and the | In recent years the company has expanded | would have been rapidly reduced and our | | company is now UK No.1 or 2 in shredding, | its content production capabilities and is the | investment thesis of 3-4x investment may | | office technology destruction/recycling, | largest regional UK studios business with over | have been realised. But it didn’t and we have | | scanning, and office relocations. The long- | 40 ‘returning’ series. As the most popular peak | had to realise a loss of c.99%. We won’t get | | time CEO has returned to the group after a | time TV channel in Scotland, STV reaches 3 | them all right and this situation provided some | | period of underperformance by the business | out of 4 Scottish adults every month (2.9m) | humbling lessons. | | and we can already observe renewed vigour, | and attracts 3x the audience of its nearest | | | growth and improved profitability. The boxes | commercial competitor. Remaining profitable, | During the year we also realised significant | | tend to generate cash and collect dust, a fine | the difficult and cyclical advertising spend | gains through stock market sales in our | | business model and a more efficient property | environment has impacted recent performance | holdings of Funding Circle, Galliford Try | | footprint offers the opportunity for even higher | yet has scope for meaningful recovery. The | and Filtronic, all of which remain within the | | profitability with the team targeting 20% group | digital activities are very high margin and have | portfolio and should still generate attractive | | operating margins. Now on the front foot, | been consistently growing with millions of | returns going forward. | | with central costs right-sized for a historically | registered and active users who can be served | | | nimble and dynamic firm, a first acquisition | better targeted and thus higher value adverts. | Conclusion | | has been announced on an attractive multiple | Debt levels are conservative but the company | As managers we have invested more of | | which is likely to be value accretive given the | is saddled with a legacy pension scheme | our own personal money in the shares of | | scope to integrate with existing assets. We | with a large deficit, which is consuming a lot | Rockwood Strategic during the year and have a | | anticipate more deals and a return to its much | of cashflow to resolve. In time this will stop | management contract which rewards success. | | higher valuation rating of previous years. | and we would expect the Board of STV to be | We see a real opportunity to compound wealth | | | accelerating this process if it made sense for | for all shareholders over the long-term in an | | James Fisher & Sons 4.8% Net Assets | shareholders. We believe the low valuation | inefficient stock market full of opportunities to | | Cost: £4.76m, Value as at 31 March 2025 | reflects an out of date perception of business | deliver our target returns. | | £4.62m, IRR to date -2.8% | mix, as the content business is now larger | | than linear TV activities and has been recently | A quality marine, energy and defence | announcing new production wins with Apple, | | | --- | --- | --- | | group with a very long corporate history, | NBC, the BBC and Netflix implying solid | Richard Staveley | | management had lost focus, capital discipline | growth prospects and creative reputational | | | and over-leveraged the balance sheet. The | momentum. A new highly regarded CEO may | | | new management team has now simplified the | inject fresh perspectives into the business. | | | group, taking out costs and has conservative | His first task, though, is to ensure Studios | | | medium-term financial targets, which would | generates acceptable financial returns. | | | result in much higher levels of profitability | Concerns over the advertising market have | | | and returns on capital. A large disposal was | weighed on the shares, which now offers an | | | announced which has radically de-geared the | adequately covered high dividend yield of over | | | company, allowing the operational recovery | 7%. We hope this is complimented by share | | | to now unfold. Within the remaining activities | buybacks soon. | | are leading edge specialist diving expertise, ## 09Rockwood Strategic Plc ## About the Investment Manager Harwood Capital LLP (“HC LLP”) was incorporated in 2003 and was the Investment Manager for Rockwood Strategic Plc during the year. HCLLP is a wholly owned subsidiary of Harwood Capital Management Limited and is authorised and regulated by the Financial Conduct Authority (“FCA”), authorisation number 224915 and is led by Christopher Mills. The funds managed and advised by HC LLP follow an active, value approach towards the businesses in which they invest. Mr Mills is a member of the Rockwood Strategic Plc Investment Advisory Group. Post year-end, Rockwood Asset Management became the new Investment Manager following the novation of the original Investment Management Agreement “IMA”. Rockwood Asset Management is a trading name of Harwood Private Capital LLP (“HPC”) a wholly owned subsidiary of the Harwood Group. There were no commercial changes to the IMA and the investment team is unchanged. | Richard Staveley | Nicholas Mills | Christopher Mills | | --- | --- | --- | | Lead Fund Manager | Assistant Fund Manager | CIO Harwood Capital LLP | | Richard has over twenty five years’ experience | Nicholas is a Director of Harwood Capital | Christopher has over 50 years investment | | of equity investment and fund management. | Management Ltd and joined Harwood Capital | experience and has been the Chief Executive | | Having qualified as a chartered accountant | LLP in 2019. He has ten years of equity | Officer and principal shareholder of Harwood | | at PricewaterhouseCoopers, Richard joined | investment experience, initially at Gabelli Asset | Capital Management since 2011. He founded | | Bradshaw Asset Management, as assistant | Management in New York where he spent | JO Hambro Capital Management with Jamie | | fund manager in 1999. He subsequently joined | five years as a Research Analyst covering the | Hambro in 1993 acting as Chief Investment | | Société Générale Asset Management where | industrial sector and gaining experience in | Officer and Harwood Wealth with Alan Durrant in | | he became Head of UK Small Companies and | Merger Arbitrage strategies and the marketing | 2013 until their respective sales in 2011 and 2020. | | a CFA charterholder. In 2006, he co-founded | of Closed End Funds. He joined Harwood | He is CEO of North Atlantic Smaller Companies | | River and Mercantile Asset Management where | Capital LLP in 2019 and has since performed UK | Investment Trust (“NASCIT”) which he has | | he launched both the UK Small Company Fund, | equity analysis and fund management roles for | managed since 1982 and Executive Director of | | the UK Income Fund and was Head of Research. | Oryx International Growth Fund and the North | Oryx International Growth Fund which he has | | In 2013, he joined Majedie Asset Management | Atlantic Smaller Companies Investment Trust. | managed since 1995. NASCIT has delivered a | | to co-manage and subsequently solely | He has a Bachelor of Science Degree from | total NAV per share of nearly 200x under Mr. | | manage the UK small company investments. | Boston College’s Carroll School of Management. | Mills’ management. He has sat on the Board of | | In 2019 he joined Gresham House Plc as fund | He is currently a Non-Executive Director at Niox | over 100 companies during his career including | | manager for Gresham House Strategic Plc, the | Plc, Hargeaves Services Plc and Trifast Plc. | most recently Augean, MJ Gleeson, SureServe, | | Strategic Public Equity LP and eventually the | He was previously Non-Executive Director at | Frenkel Topping, Assetco, Ten Entertainment, | | Gresham House UK Small Companies Fund. | Crestchic Plc. | Bigblu Broadband and SourceBio International. | In 2021, Harwood Capital LLP were awarded the management contract for Gresham House Strategic Plc which Richard subsequently joined to continue his role under its new name Rockwood Strategic Plc. He currently sits as Non-Executive Director on the board of Chesterfield Special Cylinders Holdings Plc. Investment Advisory Group The Investment Manager has formed an Investment Advisory Group (IAG) to support the Investment Team for Rockwood Strategic Plc. The members are experienced financial professionals with relevant experience, their details are disclosed on the www.rockwoodstrategic.co.uk website. The IAG members are provided with details of pipeline ‘core’ investments for the strategy prior to the completion of the research process. Their insights, relevant contacts and investment views are incorporated into the Investment Team’s subsequent due diligence. On completion of due diligence, research is shared with the IAG members and their perspectives actively considered prior to any investment decision by the Investment Team. ## 10 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Strategic Report 2025 | The Directors present their Strategic Report | The Company is an investment trust listed | The Board | | --- | --- | --- | | for the period ended 31 March 2025. Details | on the Main Market of the London Stock | The Board of the Company comprises Noel | | of the Directors who held office during the | Exchange. The Company is a member of the | Lamb (Chairman), Ken Lever and Paul Dudley, | | period and as at the date of this report are | Association of Investment Companies (“AIC”), | all of whom are independent non-executive | | given on page 3 of the Annual Report and | a trade body which promotes investment | Directors and male. All Directors will stand for | | Accounts. This Strategic Report has been | companies and also develops best practice for | re-election at the forthcoming Annual General | | prepared in accordance with the requirements | its members. | Meeting. Further information on the Directors | | of Section 414 of the Companies Act 2006 | | can be found on page 3. | | and best practice. Its purpose is to inform the | Strategy for the year ended 31 March 2025 | | | shareholders of the Company and help them to | | Board Focus and Responsibilities | and Strategic Review assess how the Directors have performed their With the day to day management of the During the year ended 31 March 2025, the duty to promote the success of the Company, in Company outsourced to service providers the Company continued to follow its investment accordance with Section 172 of the Companies Board’s primary focus at each Board meeting objective and policy. During the year, the Board Act 2006. is reviewing the investment performance and made all strategic decisions for the Company. associated matters, such as, inter alia, portfolio Harwood Capital LLP undertook all strategic activity, future outlook and strategy, gearing, The Strategic Report contains certain forward- and administrative activities on behalf of the asset allocation, investor relations, marketing, looking statements. These statements are Board, which retained overall responsibility. and industry issues. In line with its primary made by the Directors in good faith based on focus, the Board retains responsibility for all the information available to them up to the During the period the Board decided to seek the key elements of the Company’s strategy date of this report and such statements should approval from shareholders to increase the and business model, including: be treated with caution due to the inherent amount of shares issued which required uncertainties, including both economic and the production of a prospectus. This was Æ Investment Objective and Policy, business risk factors, underlying any such overwhelmingly supported by shareholders, incorporating the investment guidelines forward-looking information. enabling and increase in scale of the Company. and limits, and changes to these; | The Company’s business review, developments | On 31 March 2025, Harwood Capital LLP had | Æ review of performance against the | | | --- | --- | --- | --- | | during the year and a detailed discussion of | novated its appointment as the Company’s | | Company’s key performance indicators | | the individual asset performance together | Investment Manager and alternative | | (“KPIs”); | | with future outlook are covered in the | investment fund manager (“AIFM”) to Rockwood | | | Æ whether the Manager should be Chairman’s Statement and the Investment Asset Management (a Trading name of authorised to gear the portfolio up to Manager’sReport. Harwood Private Capital LLP). a pre-determined limit (currently no leverage is used or planned to be used); Business Model Purpose The purpose of the Company is to achieve Æ review of the performance and continuing Status of the Company predominantly capital growth in our appointment of service providers; and The Company is registered in England and shareholders’ wealth over time. It aims Æ maintenance of an effective system Wales as a public limited company and is to achieve this by using its closed-ended of oversight, risk management and an investment company within the terms of structure to invest in a concentrated number corporate governance. section 833 of the Companies Act 2006. The of smaller quoted companies, which the principal activity of the Company is to carry on Investment Manager believes are undervalued Key Performance Indicators business as an investment trust. The Company and could be generating higher returns for At each Board meeting, the Directors consider has been approved by HM Revenue & Customs their shareholders. The long-term nature of the performance measures to assess the as an authorised investment trust under the Company’s capital enables the Investment Company’s success in meeting its objectives. sections 1158 and 1159 of the Corporation Tax Manager to undertake constructive corporate The Board believes the Company’s key Act 2010, subject to there being no subsequent engagement with the underlying portfolio performance indicators are: serious breaches of regulations, from 1 April companies and their stakeholders, on 2023. In the opinion of the Directors, the financial and operating performance, strategy Æ Net Asset Value Total Return: the sum Company is directing its affairs so as to enable andgovernance. of NAV per Ordinary Share growth and it to continue to qualify for such approval. cumulative dividends paid. This measure incorporates investment performance and Company expenses. The investment objective is to make investments capable ## 11Rockwood Strategic Plc ## Strategic Report (continued) | of delivering 15% Internal Rates of Return | Additional risks – as mentioned under the | The Directors have continued access to the | | --- | --- | --- | | (IRR) over the medium term. This was | Corporate Governance section, the Board | advice and services of the Company Secretary, | | 21.0% in the current and 5.1% in the | maintains a register, and in addition to | and when deemed necessary, the Directors | | prioryear. | comments above, risks managed there | can seek independent professional advice. | | | include, among others: the management of key | The Terms of Reference of any Committees | Æ Rockwood Strategic Plc Total Shareholder operational and financial controls; risk of key are reviewed on a regular basis and further Return: RKW cumulative share price return personnel being unavailable; and maintaining describe Directors’ responsibilities and for the year and cumulative dividends paid. regulatory permissions. obligations and include any statutory and Implicit in this measure is any movement regulatory duties. The Audit Committee has in the share price discount or premium Liquidity is not considered a risk as this is a the responsibility for the ongoing review of to NAV which is also measured. The NAV closed-end fund and does not have redemption the Company’s risk management systems and remained at a premium during the period. provisions, as seen in the open-ended internal controls and, to the extent that they The TSR was 20.8% in the current year fundsector. are applicable, risks related to the matters and 15.4% in the prior year. set out in Section 172 are included in the | Æ Ongoing charges: ensuring the costs of | | The principal risks to shareholders are | Company’s risk register and are subject to | | --- | --- | --- | --- | | | running the strategy are appropriate and | the performance of the portfolio and the | periodic review. | | | proportionate. The ongoing charges ratio | competence of the manager in pursing | | | | for 2025 was 1.83% (2024: 1.58%) (see | thestrategy. | Further details on Section 172 reporting can be | | | APMs on page49). | | found in the S172 Statement on pages 14 to 16. | Custodian | The Directors draw attention to the Investment | Caceis Bank (previously RBC Investor Services | Stakeholders | | --- | --- | --- | | Manager’s Report (pages 4 to 9 of the | Trust) was appointed as the Company’s | A company’s stakeholders are normally | | annualreport). | Custodian pursuant to an agreement dated | considered to comprise its shareholders, its | | | 8 June 2022. Caceis is in charge of, inter alia, | employees, its customers, its suppliers as well | | Business review | safekeeping and custody of the Company’s | as the wider community in which the company | | The Directors are of the view the investment | assets, investments and cash, processing | operates and impacts. The Company is | | strategy has performed very well, given the | transactions and foreign exchange services, | different in that as an investment trust it has no | | challenging UK smaller companies market | asrequired. | employees and, significantly, its customers are | | conditions experienced during the year. | | synonymous with its shareholders. In terms of | | | Stakeholder Engagement and Statement | suppliers, the Company receives professional | | | under Section 172 | services from a number of different providers, | Principal Risks and Uncertainties The Board recognises that the Company should principal among them being the Investment The Board, on behalf of the shareholders, be run for the benefit of shareholders, but Manager. The Board believes that the wider manages a range of risks that might impact the that the long term success of a business is community in which the Company operates financial position of the Company, the principal dependent on maintaining relationships with encompasses its portfolio of investee risks are as follows: stakeholders and considering the external companies and the communities in which impact of the Company’s activities. theyoperate. Æ Investment value - The risk that the value of the Company’s investments might fall. Overview Shareholders See note 13 to the Financial Statements The Directors’ overarching duty is to act in Continued shareholder support and for further details on this, specifically note good faith and in a way that is the most likely engagement are critical to existence of the 13a “Market Risk”. Our mitigation, as set to promote the success of the Company as business and the delivery of the long term out in the Investment Manager’s Report, set out in Section 172 of the Companies Act strategy of the Company. is to manage a diverse portfolio and for | the manager to operate with controls and | 2006. In doing so, Directors must take into | | | --- | --- | --- | | diligence around new investments. | consideration the interests of the various | The Board is committed to maintaining open | | | stakeholders of the Company, the impact | channels of communication and to engage with |  The Board reviews and discusses the the Company has on the community and shareholders in a manner which they find most Company’s performance against its the environment, take a long-term view on meaningful, in order to gain an understanding investment objective and policy, and consequences of the decisions they make of the views of shareholders. These include: assesses performance in comparison as well as aim to maintaining a reputation to industry peers and the broader for high standards of business conduct and Æ Annual General Meeting (“AGM”) – The comparative market. The Board also fair treatment between the members of Company welcomes and encourages keeps the performance of the Investment theCompany. attendance, voting and participation Manager under continual review, along from shareholders at the AGM, during with a review of significant investment Fulfilling this duty naturally supports the which the Directors and the Investment decisions and the overall rationale for Company in achieving its investment objective Manager are available to discuss issues holding the current portfolio. | | | and helps to ensure that all decisions are | affecting the Company and answer any | | --- | --- | --- | --- | | Æ Investment Manager – the Company | | made in a responsible and sustainable way. | questions. The Company values any | | | is reliant on the Investment Manager | In accordance with the requirements of | feedback and questions it may receive | | | to implement the investment strategy | the Companies (Miscellaneous Reporting) | from shareholders ahead of and during | | | successfully and the risk that this | Regulations 2018, the Company explains how | the AGM. | | | might not continue is managed by the | the Directors have discharged their duty under | | Æ Publications – The Annual and Interim Board through regular and detailed Section 172 below. Reports of the Company are made engagement with, and oversight of, the available on its website. These reports manager together with the manager’s own provide shareholders with a clear comprehensive investment and operating understanding of the Company’s portfolio processes. ## 12 Rockwood Strategic Plc Financial Other Overview Governance Statements Information and financial position. This information The management of the Company’s portfolio key external providers and receives regular is supplemented by a quarterly factsheet is delegated to the Investment Manager, reporting from them, both through the Board and regular presentations which are which manages the assets in accordance and Committee meetings, as well as outside available on the website. Feedback and/ with the Company’s objectives and policies. of the regular meeting cycle. Their advice and or questions the Company receives from At each Board meeting, representatives from views are routinely taken into account. This the shareholders help the Company evolve the Investment Manager are in attendance regular interaction provides an environment its reporting, aiming to render the reports to present reports to the Directors covering where issues and business developments and updates transparent and informative. the Company’s current and future activities, needs can be dealt with efficiently and portfolio of assets and its investment collegiately. The Audit Committee reviews Æ Shareholder meetings – The Investment performance over the preceding period. and evaluates the financial reporting control Manager and the Company’s Broker are in environments in place at each service provider. regular contact with major shareholders. Maintaining a close and constructive working The Board formally assesses performance, The Chairman and the other Directors relationship with the Investment Manager is fees and continuing appointment annually to are available to meet with shareholders crucial as the Board and Harwood Capital both ensure that the key service providers continue to understand their views on governance aim to continue to achieve long-term returns to function at an acceptable level and are and the Company’s performance where in line with its investment objective. Important appropriately remunerated to deliver the they wish to do so. The results from components in the collaboration with the expected level of service. all meetings between the Investment Investment Manager, representative of the Manager, the Broker and shareholders, Company’s culture, are: Employees, human rights, social and and the views of the shareholders are community issues reported to the Board on a regular basis. | | | Æ Operating in a fully supportive, | | The Board recognises the requirement under | | --- | --- | --- | --- | --- | | Æ Shareholder concerns – In the event | | | co-operative and open environment and | Companies Act 2006 to detail information | | | shareholders wish to raise issues or | | maintaining ongoing communication with | about human rights, employees and community | | | concerns with the Directors, they are | | the Board between formal meetings; | issues, including information about any | | | welcome to do so at any time by writing | | | policies it has in relation to these matters and | Æ Encouraging open discussion with the to the Chairman. Other members of the the effectiveness of these policies. These Investment Manager, allowing time and Board are also available to shareholders requirements do not apply to the Company space for original and innovative thinking; if they have concerns that have not been as it has no employees, all the Directors are addressed through the normal channels. non-executive and it has outsourced all its Æ Recognising that the interests of Shareholders wishing to communicate functions to third-party service providers. The shareholders and the Investment Manager directly with the Board should contact Company has therefore not reported further are for the most part well aligned, the Company Secretary at the registered in respect of these provisions, however, it adopting a tone of constructive challenge; | | office address on page 54. | | | does expect its service providers and portfolio | | --- | --- | --- | --- | --- | | | | Æ Drawing on Board members’ individual | | companies to respect these requirements. | | Æ Investor relations updates – At every | | | experience and knowledge to support | | | | Board meeting, the Directors receive | | the Investment Manager in its monitoring | | Integrity and business ethics updates from the Company’s Broker on of and engagement with portfolio The Company is committed to carrying out the share trading activity, share price companies; business in an honest and fair manner with performance and any shareholders’ a zero-tolerance approach to bribery, tax Æ Willingness to make the Board members’ feedback, as well as updates from the evasion and corruption. As such, policies and experience available to support the Investment Manager. To gain a deeper procedures are in place to prevent the above. Investment Manager in the sound understanding of the views of its The Board’s expectations are that its principal long- term development of its business shareholders and potential investors, service providers have similar governance and resources, recognising that the the Investment Manager also meet policies in place. The Company Secretary, on long-term health of the Investment regularly with shareholders. Any pertinent behalf of the Board, will seek assurances from Manager is in the interests of feedback is taken into account when service providers on a regular basis. shareholders in the Company. Directors discuss the share capital and any possible new share issuance Environmental, social and governance issues under the Block Listing application. The In addition to the management fee, the The Company has no employees, property or willingness of the shareholders, including Investment Manager also receives a activities other than investments, so its direct the partners and staff of the Investment performance fee if certain circumstances are environmental impact is minimal. In carrying Manager, to maintain their holdings over met. In respect of the year ended 31 March out its activities and in its relationships the long term period is another way for 2025, a performance fee has been accrued as with service providers, the Company aims the Board to gauge how the Company is noted on page 41. to conduct itself responsibly, ethically and meeting its objectives and suggests a fairly. The Board is comprised entirely of presence of a healthy corporate culture. Other service providers non-executive Directors and the day-to-day In order to function as a closed-ended management of the Company’s business is The Investment Manager investment company listed on the Main Market delegated to the Investment Manager. The The Investment Manager’s performance is of the London Stock Exchange, the Company Investment Manager aims to be a responsible critical for the Company to successfully deliver relies on a diverse range of reputable advisors investor and considers environmental, its investment strategy and meet its objective for support in meeting all relevant obligations. ethical and social issues with regards to to provide shareholders with attractive total theirinvestments. return over a long-term period. The Company’s main functions are delegated to a number of service providers, each engaged The Directors believe that proxy voting is an under separate contracts. The Board, together important part of the corporate governance with the Company Secretary, and Investment process. It is the policy of the Company to Manager maintains regular contact with its ## 13Rockwood Strategic Plc ## Strategic Report (continued) vote at all shareholder meetings of investee As well as considering the potential impact to operating responsibly. The Investment companies, and the Board has delegated voting of the Company’s principal risks and various Manager also recognises that the integration activities to the Investment Manager. Whilst downside scenarios, such as a withdrawal of ESG considerations into its investment there is no specific policy, Investment Manager of shareholder interest in the niche asset assessments is important and that when these follows relevant regulatory requirements with class of UK smaller companies, the Board has factors are addressed well they can have a an aim to make voting decisions which will best also considered the following assumptions positive impact on the financial performance support growth in shareholder value and will in considering the Company’s longer-term of the fund investments. commonly take into account best practices viability: regarding corporate governance, Board The Investment Manager assesses ESG composition, remuneration and Environment, Æ there will continue to be demand for factors during due diligence and incorporates Social and Governance (“ESG”) issues. investment trusts; conclusions into its engagement, strategic and operational plan, investment thesis and Æ the Board and the Investment Manager Modern Slavery Act 2015 investment risk assessment. They continue to will continue to adopt a long-term view The Company does not provide goods or monitor factors post-investment and engage when making investments; | services in the normal course of business, and | | | when appropriate. The Investment Manager | | --- | --- | --- | --- | | as a financial investment vehicle does not have | Æ the Company invests principally in the | | expects companies to be minimising their | | customers. The Directors do not therefore | | securities of UK listed companies to | environmental footprint, without damaging | | consider that the Company is required to make | | which investors will wish to continue to | the outlook for cash earnings and will engage | | a statement under the Modern Slavery Act 2015 | | have exposure; | where necessary to address lack of active | | in relation to slavery or human trafficking. The | | | attention in this area. The Investment Manager | Æ regulation will not increase to a level Company’s suppliers are typically professional believes successful companies incorporate that makes running the Company advisers and the Company’s supply chains are the interests of multiple stakeholders into uneconomical; and considered to be low risk in this regard. In light their business operations and their strategy of the nature of the Company’s business there for maximising shareholder value. The Æ the performance of the Company will are no relevant human rights issues and the governance factor is most important to our continue to be satisfactory. Company does not have a human rights policy. manager and investment strategy, enabling effective approaches to environmental and Going Concern Long Term Viability Statement social factors. The manager actively engages The Directors consider the Company to be well In accordance with the UK Corporate with companies as an integrated part of their placed to operate for at least twelve months Governance Code, the Directors have carefully philosophy and process. This is often including from the date of this report, as the Company assessed the Company’s position and through Board representation, which helps has sufficient cash liquidity to pay its liabilities prospects as well as the principal risks and ensure corporate governance is structured as and when they fall due and also to invest in have formed a reasonable expectation that the appropriately, ‘groupthink’ is avoided and new opportunities as they arise. The cash and Company will be able to continue in operation the Board is working effectively to deliver publicly tradeable investments when compared and meet its liabilities as they fall due over shareholder value. to the non-discretionary cash outflows of the next three financial years. The Board has the Company are more than sufficient to chosen a three-year horizon in view of the Stakeholder Engagement allow the Company to continue to meet these long-term nature and outlook adopted by the The following provides specifics on how the commitments, even if investee companies Investment Manager when making investment cease to be able to pay dividends or loan stock Board evaluates the needs and priorities of the decisions. To make this assessment and interest. This has been further discussed in Company’s stakeholders and how these are in reaching this conclusion, the Board has Note 1 to the Financial Statements. taken into account in all of its conversations considered the Company’s financial position and decision-making processes. All and its ability to liquidate its portfolio and meet Section 172 Statement discussions includes a thorough analysis of the its liabilities as they fall due: Section 172 of the Companies Act 2006 (the decisions’ long-term effects and stakeholders’ ‘Act’) requires Directors to act in good faith and implications. Æ the portfolio is comprised of investments in a way that is the most likely to promote the listed and traded on stock exchanges. success of the Company. In doing so, Directors These are actively traded and, whilst must take into consideration the interests perhaps less liquid than larger quoted of the Company’s various stakeholders, the companies, the portfolio is well impact on the wider community and the diversified; environment when making decisions. Æ the portfolio is run with a net cash position and as a result there is ample The Company has no employees and delegates liquidity on a day-to-day basis for the its day-to-day management and administration Company to meet its obligations; to third parties. The Board considers its key stakeholders to be its shareholders, Æ the expenses of the Company are its Investment Manager and its third-party predictable and modest in comparison service providers while also taking into with the assets and there are no capital account the Company’s responsibilities to commitments foreseen which would alter regulators and the wider community. Given that position; and the out-sourced nature of the Company’s operations, the Company has very little direct Æ the Company has no employees, only its impact on the community or the environment. non-executive Directors. Consequently, However, the Directors recognise that it does not have redundancy or other the Investment Manager can influence an employment related liabilities or investee company’s approach to ESG matters. responsibilities. The Investment Manager is committed ## 14 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | Stakeholder | Importance of | | | | | | --- | --- | --- | --- | --- | --- | | group | engagement Key methods of engagement Topics of engagement Outcome and actions | | | | | | Shareholders | Shareholders remain central to | The Company communicates with | | During the period the Board issued | Over 98% of the votes | | | the Company’s ability to access | its shareholders in a number of ways | | a Prospectus and held a General | cast were in favour of | | | capital to support its strategic | including: | | Meeting to seek permission to | the resolutions put to | | | objectives and goals and in | | | increase the number of shares | the General Meeting. | | | ensuring the long-term success | Æ Through its annual and half- | | issued. | Issuance confirmed | | | of the business. | | yearly reports | | through the Block | Listing facility. Æ Regulatory announcements The Board is committed to ensuring that there is open and Æ Website – the website effective communication with provides all existing and the Company’s shareholders on potential shareholders a range of matters including: with information about the governance, strategy and Company, its investment performance against the policy and performance to Company’s investment allow shareholders to fully objective and policy to ensure understand the risk/reward that the Directors understand balance of holding shares in the the views of shareholders on Company such matters. Æ Informal meetings: the Chairman meets with the Company’s major shareholders annually if they wish to do so to discuss matters of governance, strategy and performance against the Company’s investment objective and policy Æ Annual General Meeting: this provides a further opportunity to communicate with shareholders who attend and for the Board to respond to their questions at the meeting. All shareholders are encouraged to attend and vote at the Company’s AGM, to be held on 29 July 2025 at 11.30am. Investment The Board has contractually The Board regularly engages Full annual review of all aspects of The Board will review delegated the management with the Investment Manager the Investment Manager agreement key investments and Manager of the portfolio to the and meets with the Investment and suitability of Manager. provide feedback. Investment Manager (Harwood Manager on a quarterly basis and Capital). The performance of other times throughout the year Harwood Private LLP provided Harwood Capital is crucial enabling the Directors to discuss a quarterly reports to the Board to the Company executing the performance of the investee which provides an update on the its investment strategy companies (amongst other matters) investment portfolio and future successfully and providing and probe further should there be pipeline opportunities. attractive returns to matters of concern or requirement shareholders. for clarification on certain matters. Therefore, maintaining a close The performance of the Investment and constructive working Manager is monitored and relationship with Harwood reviewed by the Board as a whole Private LLP remains important in the absence of a management to the Board and the long-term and engagement Committee. In success of the Company. addition, an annual appraisal of the Investment Manager’s performance is undertaken as part of the Board evaluation process. It is the opinion of the Board that the continuing appointment of the Investment Manager is in the interests of shareholders as a whole. ## 15Rockwood Strategic Plc ## Strategic Report (continued) Stakeholder Importance of group engagement Key methods of engagement Topics of engagement Outcome and actions Service As an externally managed The Board maintains regular contact The Board assesses the The Investment investment Company, RKW with its key external providers and performance, fees and continuing Manager on behalf of providers and relies on a diverse range receives regular reporting from appointment of its service providers the Board continues to suppliers of advisors to support the them, both through the Board and and suppliers annually to ensure that manage and monitor Company in meeting all its Committee meetings, as well as the key service providers continue all service providers. relevant obligations including: outside of the regular meeting cycle. to function at an acceptable level the Company Secretary, and are appropriately remunerated administrator, auditors, to deliver the expected level of registrar, depositary and service. corporate advisor. During the year after a comprehensive tender process, carried out by the Investment Manager and the Audit Committee, MHA replaced BDO as auditor to the Company. Regulators RKW can only operate with The Company continues to monitor The Board has carried out a review No specific action the approval of its regulators and ensure its compliance with of compliance with the new AIC required who have a legitimate interest the relevant regulatory, legal and Code of Governance to assess the in how the Company operates statutory obligations along with extent of its compliance and identify in the market and treats its corporate governance best practice. any gaps for future reporting. shareholders. Regular updates are received from the Company Secretary on governance matters to inform the Board of any changes in market practice or any legal or statutory obligations which could affect the Company. The Company Secretary will continue to review and monitor the Company’s compliance with the new AIC Code of Governance that will come into effect for the next following accounting period of the Company. Risk Matrix: A risk matrix helps to monitor the risks which have been identified and the controls in place to mitigate those risks. The risks are assessed on the basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place to mitigate them. This risk register is reviewed by the Audit Committee regularly at every meeting. Most of the day-to-day management functions of the Company are sub-contracted, and the Directors therefore obtain regular assurances and information from key third-party suppliers regarding the internal systems and controls operating in their organisations. In addition, each of the third parties is requested to provide a copy of its report on internal controls each year, which is reviewed by the AuditCommittee. ## 16 Rockwood Strategic Plc Financial Other Overview Governance Statements Information Risk Management Matrix Principal Risk and Uncertainties Key Mitigation Investment performance is not comparable to the expectations ofinvestors Consistently poor performance could lead to a fall in the share price The Board reviews and discusses the Company’s performance against and a widening of the discount. The success of the Company depends its investment objective and policy, and assesses performance in on the Portfolio Manager’s ability to identify, acquire and realise comparison to industry peers and the broader comparative marker. investments in accordance with the Company’s investment policy. The Board also keeps the performance of the Portfolio Manager under This, in turn, depends on the ability of the Portfolio Manager to apply its continual review, along with a review of significant stock decisions and investment processes and identify suitable investments. the overall rationale for holding the current portfolio. In addition, the Management Engagement Committee/conducts an annual appraisal of the Portfolio Manager. Share price performance The market price of the Company’s shares, like shares in all investment The Board monitors the relationship between the share price and companies, may fluctuate independently of the NAV and therefore may the NAV, including regular review of the level of discount relative to not reflect the underlying NAV of the shares. The shares could trade at that of companies in the sector. The Company has taken powers to a discount or premium to NAV at different times, depending on factors re-purchase shares and will consider doing so to reduce the volatility of such as market conditions, investors’ perceptions of the merits of the any share price discount. The Company has also taken powers to issue Company’s objective and investment policy, supply and demand for the shares (only at a premium to NAV) to provide liquidity to the market to shares and the extent investors value the activities of the Company and/ meet investor demand by way of issue of further shares. or the Portfolio Manager. No share buybacks were undertaken during the year. The Company issued a total of 7,628,573 new shares through tap issuances during the year to 31 March 2025. The Board and the portfolio management team all own shares in the Company, by way of aligning their own interests with those of all other shareholders. Portfolio Manager – loss of personnel or reputation The identification and selection of investment opportunities and the The Board maintains a good level of communication and has a good management of the day-to-day activities of the Company depends on relationship with the Portfolio Manager, and regularly reviews the the diligence, skill, judgement and business contacts of the Portfolio Portfolio Manager’s performance at Board meetings. The Portfolio Manager’s investment professionals and the information and deal Manager’s Compliance Officer also reports to the Board regularly and flow they generate during the normal course of their activities. The the Portfolio Manager would report to the Board immediately in the Company’s future success depends on the continuing ability of these event of any change in key personnel. individuals to provide services and the Portfolio Manager’s ability to strategically recruit, retain and motivate new talented personnel Harwood Capital LLP as Portfolio Manager has appointed an investment as required. The departure of some or all of the Portfolio Manager’s team consisting of Richard Staveley and Nicholas Mills, both of whom investment professionals could prevent the Company from achieving its are very experienced in managing the portfolio in accordance with the investment objective and give rise to a significant public perception risk Company’s principles and investment strategy. regarding the potential performance of the Company. On 31 March 2025, Harwood Private LLP had novated its appointment as the Company’s Investment Manager and alternative investment fund manager (“AIFM”) to Rockwood Asset Management (a Trading name of Harwood Private Capital LLP). Material changes within the Portfolio Manager’s organisation Material changes could occur within the Portfolio Manager’s The Portfolio Manager has advance notice of any material changes organisation or its affiliates which are to the detriment of the within its organisation and would report to the Board immediately in Company’s standing in respect of its competitors and its profitability. the event of any such changes, including within its organisation and affiliates or to its key personnel. ## 17Rockwood Strategic Plc ## Strategic Report (continued) Reliance on the performance of third party service providers The Company has no employees and the Directors have been appointed The Board has appointed third party service providers with relevant on a non-executive basis. The Company is reliant upon the performance experience. Each third party service provider is monitored by the Board of third party service providers for its executive function. Failure by and their roles are evaluated at least annually by the Audit Committee. any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a material adverse effect on the operation of the Company. UK Regulatory Risk The regulatory environment in which the Company operates changes The Board monitors regulatory changes with the assistance of the materially, affecting the Company’s modus operandi. Company Secretary and external professional advisers to ensure the at the Board is aware of any likely changes in the regulatory environment and will be able to adapt as required. UK Legal Risk The Company and/or the Directors fail to comply with legal The Board monitors regulatory change with the assistance of its requirements in relation to FCA dealing rules and procedures, the external professional advisers to ensure compliance with applicable AIFMD, the Listing Rules, the Companies Act 2006, relevant accounting laws and regulations including the Companies Act 2006, the AIFM standards, the Bribery Act 2010, the Criminal Finances Act 2017, GDPR, Rules, the Corporation Tax Act 2010 (“Section 1158”), the Market Abuse tax regulations or any other applicable regulations. Regulation (“MAR”), the Disclosure Guidance and Transparency Rules (“DTRs”) and the FCA’s Listing Rules. The Board reviews compliance reports and internal control reports provided by its service providers, as well as the Company’s Financial Statements and revenue forecasts Governance Risk Poor adherence to corporate governance best practice or errors or The Board reviews all information supplied to shareholders. irregularities in published information could lead to censure and/or result in reputational damage to the Company. Details of the Company’s compliance with corporate governance best practice, including information on relationships with shareholders, are set out in the Corporate Governance Report in the Annual Report. ESG and Climate Change Risk Risks related to the environment, social issues and governance (ESG) The Board challenges the Investment Manager on ESG matters to such as the impact of climate change or bad governance of portfolio ensure that the portfolio companies are acting in accordance with the companies could have an adverse impact on the portfolio companies’ Board’s ESG approach. operational performance. The Portfolio Manager supports the UK Stewardship Code and actively engages with portfolio companies on ESG matters including climate change, where appropriate. Furthermore, the Board has consideration to hold some of its meetings, when possible, not in person but via video conference, to save on travel and reduce the Directors’ carbon footprints on behalf of the Company. Noel Lamb Chairman RKW 17 June 2025 ## 18 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Corporate Governance ## Report | AIC Code Statement of Compliance | The AIC Code is available on the AIC website | Directors continue to be independent in | | --- | --- | --- | | The Company maintained its compliance with | (www.theaic.co.uk). It includes an explanation | character and judgement and free from | | the AIC Code of Corporate Governance issued | of how the AIC Code adapts the Principles and | relationships or circumstances that could | | in February 2019 (the AIC Code), except as set | Provisions set out in the UK Code to make them | affect their judgement within the meaning | | out below: | relevant for investment companies. | of the AIC Code. The Board considers that all | Directors continue to be committed to their Æ The Directors do not consider it The Board of Directors roles and have sufficient time available to meet appropriate to establish a nomination, The Board is responsible for the effective their Board responsibilities. remuneration or a management and oversight and long-term sustainable success engagement Committee. The functions of the Company, generating value for Ken Lever is the Senior Independent Director of that carried out by these Committees shareholders and controlling of all aspects of the Company. He provides a sounding Board for are dealt with by the full Board, which is the Company’s affairs, notwithstanding any the Chairman and serves as an intermediary for comprised of non-executive Directors. delegation of responsibilities to third parties. the other Directors and shareholders. Mr Lever also provides a channel for any shareholder Æ As the Company has no employees and its The Board oversees the role of the Investment concerns regarding the Chairman and will functions are undertaken by third parties, Manager who are seeking to grow net asset take the lead in the annual evaluation of the the Audit Committee does not consider it value over the long-term by executing on the Chairman by the other independent Directors. necessary for the Company to establish its agreed investment policy. own internal audit function. From time to The names and responsibilities of the time, the Audit Committee will review the The Board consists of three independent Directors, together with their biographies and requirement of an internal audit function non-executive Directors, all whom are details of their significant commitments, are and material controls, and if established, independent of the Investment Manager. No set out on page 3. will carry out effectiveness reviews as one individual dominates the Board’s decision required under AIC Provision 34. | | | making. The Board have an Investment | Board and Committee meetings | | --- | --- | --- | --- | | Æ The Board will review on an annual basis | | Manager Agreement in place and this | The Board holds quarterly Board meetings (with | | | the Company’s application of the AIC Code | agreement is reviewed annually. | additional meetings arranged as necessary) | | | of Corporate Governance and whether it | | where it considers investment performance, | | | remains applicable for a company of this | The Board considers the required time | investor relations, share price performance and | | | size. | commitment annually and during the year | other relevant matters. Regular discussions are | | | | under review all Directors continued to devote | held with the manager and its advisers about | | The AIC Code is made up of 17 principles and 35 | | sufficient amount of time to the business of | the discount to NAV at which the shares trade | | provisions over five sections covering: | | RKW. The Directors possess a wide range of | and how this might be reduced. | skills, knowledge and experience relevant 1. Board Leadership and Purpose; to the leadership of the Company, including The Company Secretary and Investment financial, legal, and regulatory and industry Manager regularly provide the Board with 2. Division of Responsibilities; | | experience as well as the ability to provide | relevant statutory, regulatory and corporate | | --- | --- | --- | | 3. Composition, Succession and Evaluation; | constructive challenge to the views and | governance updates relating to the sector | | | assumptions of the Investment Manager and | in which the Company operates. At each | 4. Audit, Risk and Internal Control; and | | hold third-party service providers to account. | Board meeting, representatives from the | | --- | --- | --- | | 5. Remuneration. | | Investment Manager attend to present verbal | | | All members of the Board own shares in the | and written reports covering the Company’s | | Details of how the Company has complied | Company. Further detail on each of their | portfolio and investment performance over | | with the principles and provisions of the AIC | shareholding can be found on page 24. After | the period. Communication between the | | Code are set out its Corporate Governance | consideration of the above factors, and taking | Board and the Investment Manager and other | | Statement which can be found on the | into account guidance from the AIC, which | service providers is maintained between | | Company’s website. | encourages Directors owning shares, the | formalmeetings. | Board is of the view that all the Non-Executive ## 19Rockwood Strategic Plc ## Corporate Governance Report (continued) | The Board reviews annually the performance, | The table below sets out the attendance record | The Board remains committed to uphold | | --- | --- | --- | | services and the terms of its engagement | of individual Directors at the scheduled Board | the principles set out in the AIC Code. We | | with all the Company’s third-party providers | and Committee meetings held during the year | recognise the recommendation under Principle | | to ensure they continue to be competitive and | ended 31 March 2025: | 13 that Board members should generally serve | | effective. Strategy sessions are held annually, | | no more than nine years to ensure ongoing | | and the Board may meet from time to time | | independence and refreshment of the Board. | Scheduled without the Investment Manager present, when However, we also understand the need for Scheduled Audit considering the manager’s performance, fees flexibility in certain circumstances to align Board Committee and contractual arrangements. Meetings Meetings with the best interests of the Company and its shareholders. In cases where a Director’s | | Current | Number | Number | | | --- | --- | --- | --- | --- | | The Board has delegated certain | | | | continued service is deemed highly beneficial, | | | Directors | attended | attended | | | responsibilities to its Audit Committee | | | | the Board will carefully assess their ongoing | | so that it can operate efficiently and give | Noel Lamb* 5/5 n/a | | | independence, expertise, and contributions. | | an appropriate level of attention and | | | | Kenneth Lever is the only director to have | Kenneth Lever 4/5 2/2 | consideration to relevant matters. Given | | served before the restructuring of the fund, | | --- | --- | --- | | the size of the Board, the Directors do | Paul Dudley 5/5 2/2 | the appointment of Harwood as investment | | not consider it appropriate to establish a | | manager and the listing on the main market. | | nomination, remuneration or a management | * not a member of the Audit Committee | His knowledge of the history of the fund | | and engagement Committee. The functions | | is invaluable and he has been asked to | | that would normally be carried out the most | Conflicts of interest | extend his tenure by two years. During this | | appropriate experience would step in to | The Company has effective procedures in place | time the Board will establish a pathway for | | perform the role on an interim basis until a | to monitor and deal with conflicts of interest. | successionplanning. | | longer-term solution is identified. | A register has been set up to record all actual | | | | and potential conflict situations which have | The appointment of any new Director is made | | The Board and its Audit Committee are | been declared. All declared conflicts have been | on the basis of assessing the candidate’s merits | | supported by the Company Secretary who | approved by the Board. The Board is aware of | and measuring his or her skills and experience | | ensures that appropriate policies and | the other commitments and interests of its | against the criteria identified by the Board. | | procedures are in place in order for the Board | Directors, and changes to these commitments | Whilst the Board has not put in place a policy | | to function effectively and efficiently. A formal | and interests are reported to and, where | on diversity, the Board fully endorses the AIC | | agenda is produced for each meeting and | appropriate, agreed with the rest of the Board. | Code principle to promote diversity of gender, | | papers are distributed several days before | | social and ethnic backgrounds on the Board | | meetings take place allowing all Board members | Directors’ appointment and re-election | and would always consider this when making | | to contribute even if they are unable to attend. | All Non-Executive Directors are appointed on | any new Director appointments. The Board is | | | the basis of letters of appointments which | currently made up of three male Directors and | | The Directors have access to the advice | provide for a maximum of three months’ notice | there are no other employees in the Company. | | and services of the Company Secretary | of termination by the Director or the Company. | | | and individual Directors are able to take | The letters of appointment are available for | The Board recognises the importance of | | independent legal and financial advice at the | inspection at each AGM. | succession planning to refresh the Board and | | Company’s expense when necessary to support | | the AIC provisions relating to this. Succession | | the performance of their duties as Directors. | | plans are under review to address and review | | During the year, the Chairman met regularly | | the Board’s policy on tenure. Succession | | with the Non-Executive Directors without the | | planning also features as an ongoing agenda | | manager present. | | item at Board meetings, it is envisaged that | should a Board member be unable to fulfil their duties for a period of time, one of the other Directors with the most appropriate experience would step in to perform the role on an interim basis until a longer-term solution is identified. ## 20 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | The Company considers annual re-election of | Internal controls and risk management | | --- | --- | | the Directors to be good corporate governance | systems | | and has therefore chosen to follow this | The Board is overall responsible for overseeing | | practice. The Directors have considered the | the Company’s system of internal controls | | performance of each Director serving on the | ensuring that appropriate procedures are | | Board, including the Chairman, and believe | in place to manage risks. The company | | that each of the Directors continues to make a | has no employees and outsources all of its | | valuable contribution to Board discussions and | operational functions, including but not | | decisions and supports their re-election at the | limited, to investment management, fund | | 2025 AGM. | administration and custodian services. The | Board through its Audit Committee conducts Board evaluation an annual review of internal governance, The Board has formalised a process to conduct systems and controls employed by its services a regular evaluation of its performance and that providers which is prepared by the compliance of individual Directors and its Audit Committee officer at Harwood. The review assesses the on an annual basis. This process is led by effectiveness of each outsourced functions the Chairman (supported by the Company risk management framework and ensures that Secretary) and is conducted internally using the Company’s operational risk is managed a questionnaire designed to assess the appropriately. These reviews also cover areas strengths and weaknesses of the Board such as the safeguarding of assets, regulatory and its Committees, the composition of the compliance and the accuracy of the financial Board, how effectively Board members work reporting process. The Board remains together. Each Director is required to complete satisfied that the outsourced functions are a questionnaire covering the assessment of being performed to a high standard and that the composition, functioning and operation effective risk management and internal control of the Board as a whole and a similar review procedures are in place to protect the interests of the effectiveness of the Audit Committee of shareholders. and Investment Manager is also carried out. The Board did not consider it necessary to The Company’s Ordinary Shares are quoted on undertake a board evaluation review during the the Main Market of the London Stock Exchange current year given that the last formal process under reference RKW. was carried out during the year ended 31 March | 2024 which involved the circulation of a Board | UK Stewardship | | --- | --- | | Evaluation questionnaire which is tailored to | The Board and the Investment Manager | | suit the nature of the Company. The results | support the UK Stewardship Code, issued | | were discussed between the Chairman and | by the FRC, which sets out the principles of | | each of the Directors. | effective stewardship by institutional investors. | The Investment Manager has had extensive The Chairman remains satisfied that the experience and a strong commitment to structure and operation of the Board continues effective stewardship. to be effective and relevant and that there is | a satisfactory mix of skills, experience and | Fund Manager Remuneration | | --- | --- | | knowledge of the Company. The Board had | Article 22 (2) (e) & (f) of Alternative Investment | | considered the position of all the Directors | Fund Managers Directive requires the | | including the Chairman and believes that it | disclosure of fixed and variable remuneration | | would be in the Company’s best interests to | paid by the Alternative Investment Fund | | propose them for re-election. | Managers (“AIFM”) to senior management and | members of staff of the AIFM whose actions The Board does not consider it necessary at have a material impact on the risk profile of present to employ the services or to incur the the Alternative Investment Fund. The AIFM additional expense of an external third-party to consider the actions of only one member, of conduct the evaluation process but will keep senior management, to have a material impact this under review. on the risk profile of the Company. Therefore, the Directors do not consider it appropriate to make this disclosure. Ben Harber Company Secretary 17 June 2025 ## 21Rockwood Strategic Plc ## Audit Committee ## Report The Audit Committee is chaired by Ken Æ Review and assess the independence, no significant exceptions noted. The Audit Lever, the Senior Independent Director. The objectivity and effectiveness of Committee also reviewed the investment other member is Paul Dudley. Ken Lever is a the external audit process and the manager’s Statement of Internal Control Chartered Accountant and is also the Audit approach taken to the appointment or and Governance Report and noted that Committee Chair of Vertu Motors plc. The reappointment of the independent auditor; there were no exceptions in the year, and Chair is considered to have recent and relevant no significant changes from the processes Æ Approve the remuneration of the financial experience and the Audit Committee, and controls in place during the year. independent auditors; and as a whole, has competence in the investment | company sector. The Chair of Rockwood | Æ Monitor and review the effectiveness of | | Independent Auditor | | --- | --- | --- | --- | | Strategic plc and the Investment Manager are | | the Company’s internal financial controls, | The Company announced that MHA, previously | | not members of the Committee but are invited | | internal control and risk management | trading as MacIntyre Hudson LLP (“MHA”) was | | to attend meetings of the Committee from | | systems. | appointed as the Company’s auditor and would | | time to time. Representatives of the Company’s | | | conduct the audit of the Financial Statements | | auditor attend the Committee meetings | Principal activities during the year | | for the year ending 31March 2025. Following | | at which the draft half year and full year | Æ Considered the independent auditor’s | | year end, in response to regulatory changes, | | accounts are reviewed. The Auditor is given | | annual scope and report on the full year | MacIntyre Hudson LLP ceased to hold an audit | | the opportunity to speak to the Committee | | accounts and the key areas of focus; | registration, with the engagement transitioning | | members without the presence of the manager | | | to MHA Audit Services LLP. | Æ Reviewed the full year and half-year results, and speaks directly with the Chair of the Audit including the underlying accounting Committee as required. MHA succeed BDO as the Company’s auditor, issues, judgements and estimates and the and BDO confirmed to the Company that there processes underpinning the preparation of The Audit Committee operates within a were no matters connected with it ceasing to those documents; | scope and remit defined by specific terms | | | hold office that needed to be brought to the | | --- | --- | --- | --- | | of reference determined by the Board. The | Æ Considered the report prepared by | | attention of the members or creditors of the | | Committee meets twice a year to review and | | third-party service providers with | Company for the purposes of section 519 of the | | discuss the Company’s half-year and full year | | respect to the review of internal controls, | Companies Act 2006. | | accounts. | | accounting systems and processes used to | | | | | prepare the financial information; | The Auditor is required to rotate the audit | | The principal areas of focus of the Committee | | | partner every five years and the current audit | Æ Reviewed the information presented in the are: partner is Jason Mitchell. As it is his first audit, half-year and full year reports to assess it is therefore anticipated that Jason Mitchell whether, taken as a whole, the reports Æ Monitor the integrity of the Financial will serve as audit partner until completion of are fair, balanced and understandable Statements of the Company and any formal the audit process for 2030. The Committee and the information presented enable the announcements relating to the Company’s will review the continuing appointment shareholders to assess the Company’s financial performance; of the Auditor on an annual basis and give performance and strategy; regular consideration to the Auditor’s fees Æ Review the significant issues/judgements Æ Reviewed and recommended the and independence, along with matters raised relating to the Financial Statements, and appointment of MacIntyre Hudson LLP during each audit. how these issues were addressed; (trading as MHA) as the external auditor | Æ Ensure that the Company has followed | | (succeeding BDO LLP) for the Company | The breakdown of fees between audit and | | --- | --- | --- | --- | | | appropriate accounting standards | and agreed the remuneration of the | non-audit services paid to MHA during the | | | and made appropriate estimates and | Auditor; and | financial year is set out in note 4 of the | | | judgements, taking into account the views | | Financial Statements. | Æ Reviewed the need to establish or of the external auditor; otherwise an internal audit function. Æ Review and make recommendations to Æ The Audit Committee reviewed the audited the Board relating to the content of the controls reports for the key service Ken Lever Financial Statements and accompanying providers, including the Custodian, Fund Chair, Audit Committee narrative included within the Annual Administrator, and Share Registrar with Report; 17 June 2025 ## 22 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Directors’ Remuneration ## Report The report on Directors’ remuneration for the year ended 31 March 2025 is set out in the table below. As mentioned previously, the full Board undertake the role of the Remuneration Committee given the size of the Board. The fees paid to the Board are reviewed periodically and may also be reviewed when new non-executive Directors are recruited to the Board. The Directors’ fees were last reviewed and increased in December 2024 with moderate fee increases effective from 1 January 2025. The Directors Remuneration Policy can be found on page 25. A resolution to adopt the Director’s Remuneration Report will be proposed at the Annual General Meeting. The fees payable and the percentage change over the past five financial years in respect of each of the current Directors are as follows: Directors’ remuneration table (audited) 2025 2025 2024 2024 2023 2023 2022 2022 2021 2021 2020 Fees % changes Fees % changes Fees % changes Fees % changes Fees % changes Fees Noel Lamb 48,500 9 44,328 11 40,000 – 40,000 – – – – Kenneth Lever 30,875 7 28,814 5 27,500 – 27,500 – 27,500 7 25,624 Paul Dudley 30,375 5 28,814 80 16,042 – – – – – – The fees payable over the five financial years in respect of each of the Directors who served during those financial years are as follows: | 31 March | | | 31 March | | | 31 March | | | 31 March | | | 31 March | | 31 March | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | 2020 | | | | | (£) | | | (£) | | | (£) | | | (£) | | (£) | | | (£) | Noel Lamb 48,500 44,328 40,000 40,000 – – Kenneth Lever 30,875 28,814 27,500 27,500 27,500 25,624 Paul Dudley 30,375 28,814 16,042 – – – Graham Bird – – 11,458 22,300 – – David Potter – – – 24,400 55,000 51,250 Charles Berry – – – 25,900 27,500 25,624 Helen Sinclair – – – 41,300 27,500 25,624 Simon Pyper – – – 27,500 – – Total annual fees payable as at the Year End 109,750 101,956 95,000 208,900 137,500 128,122 ## 23Rockwood Strategic Plc ## Directors’ Remuneration Report (continued) The total aggregate annual fees cap payable Directors and their interests to Directors under the Company’s Articles of As at As at As at Association (Articles) is £250,000. As per the 17 June 31 March 31 March Company’s Articles, the Directors are entitled 2025 2025 2024 to be paid all reasonable expenses properly Noel Lamb 30,000 30,000 30,000 incurred in the performance of their duties as Directors including their expenses travelling to Kenneth Lever 35,550 35,550 35,550 and from Board and Committee meetings. Paul Dudley 25,000 25,000 15,210 As the Board is solely composed of | Independent Non-Executive Directors, the | Relative importance of spend on | | --- | --- | | consideration of their remuneration does not | Directors’ fees | | involve any variable or performance-related | The below table is required to be included in | | bonuses, or other benefits such as pensions. | accordance with The Large and Medium-Sized | | The level of remuneration has been set in order | Companies and Groups (Accounts and Reports) | | to attract individuals of a calibre appropriate | Regulations 2008. | to the future development of the Company and | reflects the duties and responsibilities of the | 31 March | | 31 March | | | --- | --- | --- | --- | --- | | Directors and the value and amount of time | | 2025 | | 2024 | | committed to the Company’s affairs. | | (£) | | (£) | Total The Directors are aware of the requirement Directors’ to provide shareholders and other interested fees £109,750 £101,956 parties with an analysis of Directors’ Remuneration against the remuneration NAV £96,576,377 £64,260,839 of employees or the amount of distribution The Directors’ fees as a percentage of NAV for to shareholders. However, the Company the year to 31 March 2025 were 0.114% and for has no employees. The Company is not the year to 31 March 2024 were 0.159%. recommending a dividend in respect of the year ended 31 March 2025. Noel Lamb The Directors serving during the year-ended 17 June 2025 31 March 2025 had the following interests in the share capital of the Company: Five year performance record The following graph provides the performance of the fund over a 5 year period. 2020 2021 2022 2023 2024 2025 300 250 200 150 100 50 0 ## 24 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Directors’ Remuneration ## Policy | The Remuneration Policy (the “Policy”) was | duties as Director, including any expenses | | --- | --- | | initially approved by shareholders at the | incurred in attending meetings of the Board | | 2023 Annual General Meeting (“AGM”) of the | or any Committee of the Board or general | | Company. The Remuneration Committee is not | meetings of the Company. Directors’ and | | proposing to make any major changes to the | Officers’ liability insurance cover is maintained | | existing Policy however in line with industry | by the Company on behalf of theDirectors. | best practice and the three-year Policy cycle Fees are reviewed annually in accordance with the Company will be seeking shareholder the above policy. The fee for any new Director approval at the 2026 AGM. The effective date appointed to the Board will be determined on of this Policy is the date on which the Policy is the same basis. The Company is committed approved by shareholders. to ongoing shareholder dialogue and any The Company follows the recommendation views expressed by shareholders on the fees of the AIC Code that non-executive Directors’ being paid to Directors would be taken into remuneration should reflect the time consideration by the Board when reviewing commitment and responsibilities of the role. the Directors’ remuneration policy and in the The Board’s policy is that the remuneration annual review of Directors’ fees. Compensation of non-executive Directors should reflect the will not be made upon early termination of experience of the Board as a whole, and be appointment. The Directors’ Remuneration determined with reference to comparable Report was approved by the Board and signed organisations and appointments. All Directors on its behalf by: are non-executive, appointed under the terms of letters of appointment. There are no Rate as at service contracts in place. The Company has Component Role 31 March 2025 Purpose of Remuneration no employees. The fees for the non-executive Annual Fee Chairman £50,000 Commitment as Chairman Directors are determined within the limits (not to exceed £250,000 per annum) set out in Chairman of the Commitment as Audit the Company’s Articles of Association, or any Annual Fee Audit Committee £33,500 Committee Chairman greater sum that may be determined by special Independent Non- Commitment as resolution of the Company. Directors are not Annual Fee Executive Director £31,500 Non-Executive Director eligible for bonuses, share options, long-term incentive schemes or other performance- For extra or special services related benefits as the Board does not believe performed in their role as a that this is appropriate for non-executive Additional Fee All Directors N/A Director Directors. There are no pension arrangements Reimbursement of expenses or retirement benefits in place for the Directors incurred in the performance of the Company. Under the Company’s Articles Expenses All Directors N/A of duties as a Director of Association, if any Director is called upon to perform or render any special duties or services outside their ordinary duties as a Director, they may be paid such reasonable Noel Lamb additional remuneration as the Board, or any Chairman Committee authorised by the Board, may from time to time determine. The Directors are 17 June 2025 entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred by them in or about the performance of their ## 25Rockwood Strategic Plc ## Directors’ Report | The Directors present their Annual Report | strategic or management changes. These | Qualifying Indemnity Provision | | --- | --- | --- | | and the audited Financial Statements for the | unlock, create or realise shareholder value | The Company has maintained Directors’ and | | year-ended 31 March 2025. | forinvestors. | Officers’ Liability Insurance on behalf of the | Directors, through a policy arranged by the | Activities | The Company has no employees but has a | manager, indemnifying the Directors in respect | | --- | --- | --- | | Rockwood Strategic plc (the Company) is | Board consisting of three non-executive | of certain liabilities which may be incurred | | a Main Market listed investment company | Directors. | by them in connection with the activities of | | invested in a focused portfolio of smaller UK | | theCompany. | | public companies. The strategy identifies | Directors | | | undervalued shares, where the potential exists | The Directors in office at the date of this | Acquisition of Own Shares | | to improve returns and where the Company is | Annual Report are shown on page 3. | There was no acquisition of own shares during | | benefitting, or will benefit, from operational, | | the year. | | Substantial shareholdings | | Share capital | | As at 28 May 2025, the Company has been notified of the following substantial interests | | As at 31 March 2025, the Company’s issued | | representing 2% or more of its total voting rights: | | share capital was 38,817,663 Ordinary Shares | of 5 pence each, of which none were held intreasury. % of total Shareholder voting rights Financial risk management Harwood Capital (London) 21.01 The principal risks and uncertainties regarding the Company’s future financial performance are Interactive Investor (Manchester) 11.37 set out in note 13 of the Financial Statements. Hargreaves Lansdown Asset Mgt (Bristol) 11.06 The Directors do not consider that the Company faces any significant credit risk, liquidity risk or AJ Bell Securities (Tunbridge Wells) 5.20 cash flow risk. Charles Stanley (London) 4.66 Going Concern James Sharp & Co (Bolton) 3.16 The Directors consider the Company to be well placed to operate for at least twelve months Unicorn Asset Mgt (London) 2.51 (17June 2026) from the date of this report, as Trinity Bridge (London) 2.03 the Company has sufficient cash liquidity to pay its liabilities as and when they fall due and Dividend Consequently, the Company consumed less also to invest in new opportunities as they arise. The Company is not recommending a dividend than 40,000 kWh of energy during the year The cash and publicly tradeable investments for the year ended 31 March 2025 (2024: 0.6p) in respect of which the Directors’ Report is when compared to the non-discretionary prepared and therefore is exempt from the cash outflows of the Company are more Global Greenhouse Gas Emissions for the Year disclosures required under the Streamlined than sufficient to allow the Company to ended 31 March 2025 Energy and Carbon Reportingcriteria. continue to meet these commitments, even The Company is an investment trust, with if investee companies cease to be able to neither employees nor premises, nor has it Political Donations pay dividends or loan stock interest. This any financial or operational control of the The Company has not made any political has been further discussed in Note 1 to the assets which it owns. It has no greenhouse donations in the past, nor does it intend to do so FinancialStatements. gas emissions to report from its operations in the future. nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, including those within the Company’s underlying investment portfolio. ## 26 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | Share price | | Resolution 6: Auditor | The resolution sets minimum and maximum | | --- | --- | --- | --- | | In the year, the share price reached a maximum | | The re-appointment of MHA Audit Services LLP | prices. The Directors will only use this authority | | of 264.9p (1 decimal place) and a minimum of | | (trading as MHA) as auditor and a resolution | to undertake a further share buyback and | | 206.2p (1 decimal place). The closing share | | allowing the Directors to determine their | consider it useful to retain the authority | | price on 31 March 2025 was 248.7p (1 decimal | | remuneration. | for the future in case circumstances alter. | | place). | | | The Directors shall ensure that all legal and | | | | Resolution 7: Directors’ authority to allot shares | regulatory requirements associated with any | | Post Balance Sheet Events | | The Directors are seeking the usual authority | future purchases of the Company’s own shares | | The Company has issued for cash 3,837,000 | | to allot shares. Resolution 7 in the Notice of | are fulfilled including, in the event that the | | Ordinary Shares of 5 pence each from 1 April to | | Annual General Meeting seeks authority to allot | purchase would result in any shareholder being | | 17 June 2025 from its blocklisting facility, the | | Ordinary Shares up to an aggregate nominal | obliged to make an offer under Rule 9.1 of the | | details of which are set out in note 16. Future | | amount of £703,801 (being an amount equal | Takeover Code and the requirement to seek a | | Developments are covered in the Investments | | to 33% of the total issued share capital of the | waiver from the Takeover Panel. | | Managers Report on page 4. | | Company as at the date of this report). The | | | | | Directors have no present intention to exercise | The authorities contained in Resolutions | | Audit information | | this authority. | 7, 8 and 9 will continue until the AGM of the | | Each of the Directors who held office at the | | | Company in 2026. It is intended that renewal of | | date of approval of the Report of the Directors | | Resolutions 8 & 9: Authority to allot shares | these authorities will be sought at each AGM. | | confirms that: | | outside of pre-emption rights | | | | | Subject to the passing of resolution 7, | Resolution 11: THAT a general meeting other | | 1. So far as the Director is aware, there is no | | resolutions 8 and 9 will allow the Company to | than an Annual General Meeting may be called | | | relevant audit information of which the | issue, in aggregate, up to 20% of the number | on not less than 14 clear days’ notice during | | | Company’s auditor is unaware; and | of Ordinary Shares in issue as at 31 March 2025, | the period from the date of the passing of this | | | | and to sell Ordinary Shares held in treasury for | resolution until the conclusion of the next | | 2. The Director has taken all the steps that | | cash as if section 561 of the Companies Act | Annual General Meeting of the Company. | | | they should have taken as a Director in | 2006 did not apply. The Directors recognise | | | | order to make themselves aware of any | that this authority is beyond the standard 10.0% | Recommendation | | | relevant audit information and to establish | sought by investment companies, but believe | The Board considers that the passing of the | | | that the Company’s auditor is aware of | that the passing of both resolution 8 and | resolutions to be proposed at the AGM is in the | | | that information. | resolution 9 is in the interests of Shareholders, | interests of the Company and its shareholders | | | | given that the authority is intended to be used | as a whole and they unanimously recommend | | Annual General Meeting | | to fund future acquisitions of investments in | that shareholders vote in favour of those | | The Notice of Annual General Meeting to be | | line with the Company’s investment policy, | resolutions. | | held at 11.30am on Tuesday, 29 July 2025 is set | | thereby mitigating the potential dilution of | | | out on pages 50 to 53. Details of the business | | investment returns for existing Shareholders. | Approved by the Board of Directors and signed | | to be transacted are outlined below: | | Furthermore, new Ordinary Shares issued | on its behalf | under this authority will only be issued at a | Resolution 1: Report and accounts | minimum price equal to the relevant prevailing | | --- | --- | | As required by company law, the annual report | net asset value per share plus a premium to | | and accounts will be laid before shareholders. | cover any expenses of the relevant issue and | therefore should not be dilutive to the net asset | Resolutions 2: Remuneration Report | value (“NAV”) per existing share. | Ben Harber | | --- | --- | --- | | The Directors are seeking the authorisation to | | Company Secretary | | approve the Directors Remuneration Report for | If resolution 8 is passed but resolution 9 is not | | 17 June 2025 the financial year ended 31 March 2025 as set passed, Shareholders will only be granting out on pages 23 to 24. Directors the authority to allot up 10.0% of the existing issued Ordinary Share capital of Resolutions 3-5: Re-election of Directors theCompany. Each of the Directors will stand for re-election at the AGM. Resolution 10: Authority to make market purchases of the Company’s own shares Resolution 10, which is a special resolution, will give the Company authority to make market purchases of up to 6,398,199 Ordinary Shares. ## 27Rockwood Strategic Plc ## Directors’ Responsibility ## Statement | The Directors are responsible for preparing | The Directors are responsible for keeping | Æ the Strategic Report and the Report of | | | --- | --- | --- | --- | | the Annual Report and the Financial | adequate accounting records that are | | the Directors includes a fair review of the | | Statements in accordance with applicable law | sufficient to show and explain the Company’s | | development and performance of the | | andregulations. | transactions and disclose with reasonable | | business and the position of the company, | | | accuracy at any time the financial position of | | together with a description of the principal | | Company law requires the Directors to prepare | the Company and enable them to ensure that | | risks and uncertainties that they face. | | Financial Statements for each financial | its Financial Statements and the Directors’ | | | | year. The Directors elected under company | Remuneration Report comply with the | We consider the Annual Report and Financial | | | law and are required under the Listing | Companies Act 2006. They are responsible | Statements, taken as a whole, are fair, | | | Rules of the Financial Conduct Authority | for such internal control as they determine | balanced and understandable and provide | | | to prepare the Financial Statements in | is necessary to enable the preparation of | the information necessary for shareholders | | | accordance with UK-adopted International | Financial Statements that are free from | to assess the Company’s position and | | | AccountingStandards. | material misstatement, whether due to fraud | performance, business model and strategy. | | or error, and have general responsibility for | The Financial Statements are required by law | taking such steps as are reasonably open | Website publication | | --- | --- | --- | | and UK-adopted International Accounting | to them to safeguard the assets of the | The Directors are responsible for ensuring that | | Standards to present fairly the financial | Company and to prevent and detect fraud and | the Annual Report and Financial Statements | | position and performance of the company. | otherirregularities. | are made available on a website. Financial | | The Companies Act 2006 provides in | | Statements are published on the Company’s | | relation to such Financial Statements that | Under applicable law and regulations, the | website in accordance with legislation in the | | references in the relevant part of that Act | Directors are also responsible for preparing | United Kingdom governing the preparation | | to Financial Statements giving a true and | a Strategic Report, Directors’ Report, | and dissemination of Financial Statements, | | fair view are references to their achieving a | Directors’ Remuneration Report and Corporate | which may vary from legislation in other | | fairpresentation. | Governance Statement that complies with that | jurisdictions. The maintenance and integrity | | | law and those regulations. | of the Company’s website is the responsibility | | Under company law the Directors must not | | of the Directors. The Directors’ responsibility | | approve the Financial Statements unless they | The Directors are responsible for the | also extends to the ongoing integrity of the | | are satisfied that they give a true and fair view | maintenance and integrity of the corporate | Financial Statements contained herein. | | of the state of affairs of the Company and of | and financial information included on the | | | the profit or loss for that period. In preparing | company’s website. Legislation in the UK | For and on behalf of the Board | | these Financial Statements, the Directors are | governing the preparation and dissemination | | | required to: | of Financial Statements may differ from | | legislation in other jurisdictions. Æ select suitable accounting policies and Noel Lamb then apply them consistently; Each of the directors, whose names and Chairman functions are listed in the strategic report Æ make judgements and accounting 17 June June 2025 on page 3 confirm that to the best of each estimates that are reasonable and prudent; person’sknowledge: Æ state whether they have been prepared in accordance with UK-adopted International Æ the Financial Statements, prepared in Accounting Standards, subject to any accordance with UK-adopted International material departures disclosed and Accounting Standards, give a true and explained in the Financial Statements; fair view of the assets, liabilities, financial position and profit or loss of the Company Æ prepare the Financial Statements taken as a whole; and on the going concern basis unless it is inappropriate to presume that the Company will continue in business. ## 28 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Independent Auditor’s ## Report Independent auditor’s report to the members of Rockwood Strategic Plc For the purpose of this report, the terms “we” Æ have been properly prepared in accordance Æ The evaluation of how those risks might and “our” denote MHA in relation to UK legal, with UK adopted international accounting impact on the Company’s available professional and regulatory responsibilities standards; and financial resources, taking into account and reporting obligations to the members of the Directors’ method of assessing going Æ have been prepared in accordance with the Rockwood Strategic Plc. For the purposes of concern in light of how economic and requirements of the Companies Act 2006. the table on page 30 that sets out the key audit market conditions may affect the company matters and how our audit addressed the key and the underlying investments held. Our opinion is consistent with our reporting to audit matters, the terms “we” and “our” refer to the Audit Committee. Æ Liquidity considerations including MHA. The “Company” is defined as Rockwood examination of the Company’s cash flow Strategic Plc. The relevant legislation Basis for opinion projections, and assessing that projected governing the Company is the United Kingdom We conducted our audit in accordance with management and performance fees are Companies Act 2006 (“Companies Act 2006”). International Standards on Auditing (UK) (ISAs in line with projected market growth (UK)) and applicable law. Our responsibilities forecasts. Opinion under those standards are further described in We have audited the Financial Statements of Æ Viability assessment including the Auditor Responsibilities for the Audit of the Rockwood Strategic Plc for the year ended consideration of reserve levels and Financial Statements section of our report. We 31 March 2025. The Financial Statements that business plans, including impact of are independent of the Company in accordance we have audited comprise: approach to future investment decisions. with the ethical requirements that are relevant to our audit of the Financial Statements in the Æ the Statement of Comprehensive Income; Based on the work we have performed, we UK, including the FRC’s Ethical Standard as have not identified any material uncertainties Æ the Statement of Financial Position; applied to listed public interest entities, and relating to events or conditions that, we have fulfilled our ethical responsibilities Æ the Statement of Changes in Equity; individually or collectively, may cast significant in accordance with those requirements. doubt on the Company’s ability to continue as Æ the Statement of Cash Flows; and We believe that the audit evidence we have a going concern for a period of at least twelve obtained is sufficient and appropriate to Æ Notes 1 to 16 of the Financial Statements, months from when the Financial Statements provide a basis for our opinion. including material accounting policies. are authorised for issue. Conclusions relating to going concern The financial reporting framework that In relation to the Company’s reporting on how In auditing the Financial Statements, we have has been applied in the preparation of it has applied the UK Corporate Governance concluded that the Directors’ use of the going the company’s Financial Statements is Code, we have nothing material to add or concern basis of accounting in the preparation applicable law and UK adopted international draw attention to in relation to the Directors’ of the Financial Statements is appropriate. accountingstandards. statement in the company’s Financial Statements about whether the directors Our evaluation of the Directors’ assessment of In our opinion the Financial Statements: considered it appropriate to adopt the going the company’s ability to continue to adopt the concern basis of accounting. going concern basis of accounting included: Æ give a true and fair view of the state of the Company’s affairs as at 31 March 2025 and Our responsibilities and the responsibilities of Æ The consideration of inherent risks to the of the Company’s profit for the year then the directors with respect to going concern Company’s operations and specifically ended; are described in the relevant sections of its business model as a closed-ended thisreport. investment fund. ## 29Rockwood Strategic Plc ## Independent Auditor’s Report (continued) Overview of our audit approach Scope Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and assessing the risks of material misstatement in the Financial Statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of materialmisstatement. Materiality 2025 2024 Overall materiality £966k £640k 1% (2024: 1%) of net assets Key audit matters Recurring Valuation and ownership of investments Key audit matters Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Valuation and ownership of investments Key audit matter description The investment portfolio at the year-end comprised of 24 level 1 quoted equity investments (£96m – 99.9% of the total portfolio by value) and one level 3 unquoted investment (£69k – 0.01% of the total portfolio by value) held at fair value through profit or loss. We considered the valuation and ownership of investments to be a significant audit area and therefore, when compared to the materiality of the Financial Statements as a whole, a Key Audit Matter. Our allocation of resources has reflected this status. Investments represent the most substantial balance within the Financial Statements and the performance of these investments underpins the principal activity of the entity. Given the nature of the portfolio is such that it comprises a majority of listed level 1 investments, we do not consider the use of bid price to be subject to significant estimation uncertainty. The valuation of the unquoted investments does include an element of subjectivity and estimation uncertainty, although these balances are immaterial in the current year. There is a risk of error in the recording of investment holdings, such that those holdings do not appropriately reflect the legal property of the Company. How the scope of our audit We responded to this matter by testing the valuation and ownership of the whole portfolio of quoted responded to the key audit matter investments, representing 99.9% of the total portfolio by value). We performed the following procedures: Æ Confirmed the year-end bid price used by management by agreeing to externally quoted prices; Æ Obtained third-party confirmation of the number of shares held per investment in-hand at the balance sheet date; Æ Recalculated the stated valuation by multiplying the number of shares held per the third-party custodian statement by the valuation per share; and Æ Assessed market and liquidity considerations, to confirm whether there were any contra indicators that would suggest bid prices at the balance sheet date were not the most appropriate indicator of fair value. Key observations communicated to Based on our procedures performed we did not identify any matters to suggest the valuation or ownership the Company’s Audit Committee of investments was not appropriate. ## 30 Rockwood Strategic Plc Financial Other Overview Governance Statements Information Our application of materiality The control environment Strategic report and directors report Our definition of materiality considers the We evaluated the design and implementation In our opinion, based on the work undertaken in value of error or omission on the Financial of those internal controls of the company the course of the audit: Statements that, individually or in aggregate, which are relevant to our audit, such as those would change or influence the economic relating to the financial reporting cycle. Æ the information given in the strategic decision of a reasonably knowledgeable report and the directors’ report for the user of those Financial Statements. Climate-related risks financial year for which the Financial Misstatements below these levels will not In planning our audit and gaining an Statements are prepared is consistent necessarily be evaluated as immaterial understanding of the company, we considered with the Financial Statements; and as we also take account of the nature of the potential impact of climate-related risks Æ the strategic report and the directors’ identified misstatements, and the particular on the business and its Financial Statements. report have been prepared in accordance circumstances of their occurrence, when We obtained management’s climate-related with applicable legal requirements. evaluating their effect on the Financial risk assessment, along with relevant Statements as a whole. Materiality is used in documentation relating to management’s In the light of the knowledge and understanding planning the scope of our work, executing that assessment and held discussions with of the Company and its environment obtained work and evaluating the results. management to understand their process in the course of the audit, we have not for identifying and assessing those risks. identified material misstatements in the Materiality in respect of the Company was We then engaged internal specialists to strategic report or the directors’ report. set at £966,000 (2024: £640,000) which was assess, amongst other factors, the nature determined on the basis of 1% (2024: 1%) of of the company’s activities and its reporting Directors’ remuneration report the Company’s net assets. This was deemed requirements. We have agreed with Those aspects of the director’s remuneration to be the appropriate benchmark for the managements’ assessment that climate- report which are required to be audited have calculation of materiality as this is a key area of related risks are not material to these been prepared in accordance with applicable the Financial Statements with which the users FinancialStatements. legal requirements. of the Financial Statements are principally concerned, by virtue of being a closed-ended Reporting on other information Corporate governance statement investment fund. The other information comprises the We have reviewed the directors’ statement in information included in the annual report relation to going concern, longer-term viability Performance materiality is the application other than the Financial Statements and our and that part of the Corporate Governance of materiality at the individual account or auditor’s report thereon. The directors are Statement relating to the entity’s compliance balance level, set at an amount to reduce, to responsible for the other information contained with the provisions of the UK Corporate an appropriately low level, the probability that within the annual report. Our opinion on the Governance Code specified for our review by the aggregate of uncorrected and undetected Financial Statements does not cover the the Listing Rules. misstatements exceeds materiality for the other information and, except to the extent Financial Statements as a whole. otherwise explicitly stated in our report, Based on the work undertaken as part of we do not express any form of assurance our audit, we have concluded that each of Performance materiality for the Company conclusion thereon. Our responsibility is to the following elements of the Corporate was set at £579,000 (2024: £480,000) which read the other information and, in doing so, Governance Statement is materially consistent represents 60% (2024: 75%) of the above consider whether the other information is with the Financial Statements and our materiality levels. materially inconsistent with the Financial knowledge obtained during the audit: Statements or our knowledge obtained in The determination of performance materiality the course of the audit, or otherwise appears Æ Directors’ statement with regards the reflects our assessment of the risk of to be materially misstated. If we identify appropriateness of adopting the going undetected errors existing, the nature of such material inconsistencies or apparent concern basis of accounting and any the systems and controls and the level of material misstatements, we are required to material uncertainties identified set out on misstatements arising in previous audits. determine whether this gives rise to a material page 26; misstatement in the Financial Statements | We agreed to report any corrected or | themselves. If, based on the work we have | Æ Directors’ explanation as to its assessment | | | --- | --- | --- | --- | | uncorrected adjustments exceeding £48,300 | performed, we conclude that there is a material | | of the group’s prospects, the period this | | to the Audit Committee as well as differences | misstatement of this other information, we are | | assessment covers and why the period is | | below this threshold that in our view warranted | required to report that fact. | | appropriate set out on page 14; | reporting on qualitative grounds. Æ Directors’ statement on fair, balanced and We have nothing to report in this regard. understandable set out on page 28; Æ Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 26; ## 31Rockwood Strategic Plc ## Independent Auditor’s Report (continued) | Æ Section of the annual report that describes | | Æ certain disclosures of directors’ | | This description forms part of our | | --- | --- | --- | --- | --- | | | the review of effectiveness of risk | | remuneration specified by law are not | auditor’sreport. | | | management and internal control systems | | made; or | | | | set out on page 16; and | | | Extent to which the audit was considered | Æ the part of the directors’ remuneration capable of detecting irregularities, Æ Section describing the work of the audit report to be audited is not in agreement includingfraud committee set out on page 22. with the accounting records and returns; Irregularities, including fraud, are instances or of non-compliance with laws and regulations. Opinions on other matters prescribed by the Æ we have not received all the information We design procedures in line with our Companies Act 2006 and explanations we require for our audit; responsibilities, outlined above, to detect In our opinion, based on the work undertaken in or material misstatements in respect of the course of the audit: irregularities, including fraud. Æ a corporate governance statement has not Æ the information about internal control been prepared by the company. These audit procedures were designed and risk management systems in relation to provide reasonable assurance that the to financial reporting processes and Responsibilities of directors Financial Statements were free from fraud about share capital structures, given in As explained more fully in the directors’ or error. The risk of not detecting a material compliance with rules 7.2.5 and 7.2.6 in responsibilities statement, the directors are misstatement due to fraud is higher than the the Disclosure Rules and Transparency responsible for the preparation of the Financial risk of not detecting one resulting from error Rules sourcebook made by the Financial Statements and for being satisfied that they and detecting irregularities that result from Conduct Authority (the FCA Rules), is give a true and fair view, and for such internal fraud is inherently more difficult than detecting consistent with the Financial Statements control as the directors determine is necessary those that result from error, as fraud may and has been prepared in accordance with to enable the preparation of Financial involve collusion, deliberate concealment, applicable legal requirements; and Statements that are free from material forgery or intentional misrepresentations. misstatement, whether due to fraud or error. Æ information about the company’s corporate Also, the further removed non-compliance governance code and practices and about with laws and regulations is from events In preparing the Financial Statements, the its administrative, management and and transactions reflected in the Financial directors are responsible for assessing the supervisory bodies and their committees Statements, the less likely we would become Company’s ability to continue as a going complies with rules 7.2.2, 7.2.3 and 7.2.7 of aware of it. concern, disclosing, as applicable, matters the FCA Rules. related to going concern and using the Identifying and assessing potential risks going concern basis of accounting unless In the light of the knowledge and understanding arising from irregularities, including fraud the directors either intend to liquidate the of the company and its environment obtained The extent of the procedures undertaken Company or to cease operations, or have no in the course of the audit, we have not to identify and assess the risks of material realistic alternative but to do so. identified material misstatements in: misstatement in respect of irregularities, including fraud, included the following: Auditor responsibilities for the audit of the Æ the information about internal control Financial Statements and risk management systems in relation Æ We considered the nature of the industry Our objectives are to obtain reasonable to financial reporting processes and and sector the control environment, assurance about whether the Financial about share capital structures, given in business performance including Statements as a whole are free from material compliance with rules 7.2.5 and 7.2.6 of the remuneration policies and the Company’s misstatement, whether due to fraud or error, FCA Rules. own risk assessment that irregularities and to issue an auditor’s report that includes might occur as a result of fraud or error. our opinion. Reasonable assurance is a high Matters on which we are required to report by From our sector experience and through level of assurance but is not a guarantee that exception discussion with the directors, we obtained an audit conducted in accordance with ISAs We have nothing to report in respect of the an understanding of the legal and (UK) will always detect a material misstatement following matters in relation to which the regulatory frameworks applicable to the when it exists. Companies Act 2006 requires us to report to Company focusing on laws and regulations you if, in our opinion: that could reasonably be expected to have Misstatements can arise from fraud or error a direct material effect on the Financial and are considered material if, individually Æ adequate accounting records have not Statements, such as provisions of the or in aggregate, they could reasonably been kept, or returns adequate for our Companies Act 2006, UK tax legislation be expected to influence the economic audit have not been received by branches for Investment Trust entities or those that decisions of users taken on the basis of these not visited by us; or had a fundamental effect on the operations FinancialStatements. of the Company including the regulatory Æ the Financial Statements are not in and supervisory requirements of the agreement with the accounting records A further description of our responsibilities Disclosure Rules and Transparency Rules and returns; or for the Financial Statements is sourcebook made by the Financial Conduct located on the FRC’s website at: Authority (the FCA Rules) and the principles www.frc.org.uk/auditorsresponsibilities. of the AIC Code of Corporate Governance. ## 32 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | Æ We enquired of the directors and | | Æ enquiry of management around | | The Company is required to include these | | --- | --- | --- | --- | --- | | | management including the audit | | actual and potential litigation and | Financial Statements in an annual financial | | | committee, Investment Manager and | | claims; | report prepared under Disclosure Guidance | | | Administrator concerning the Company’s | | | and Transparency Rules 4.1.15R to 4.1.18R. | Æ challenging the assumptions and policies and procedures relating to: This auditor’s report provides no assurance judgements made by management in over whether the annual financial report Æ identifying, evaluating and its significant accounting estimates; has been prepared in accordance with complying with the laws and Æ reviewing the calculation in relation thoserequirements. regulations and whether they were to Investment Trust compliance aware of any instances of non- to check that the Company was compliance; meeting its requirements to retain Æ detecting and responding to the their Investment Trust Status. This risks of fraud and whether they included a review of other qualitative had any knowledge of actual or factors and ensuring compliance Jason Mitchell MBA BSc FCA suspected fraud; and with these; and Senior Statutory Auditor Æ the internal controls established Æ obtaining confirmations from third For and on behalf of MHA, Statutory Auditor to mitigate risks related to fraud parties to confirm existence of a Maidenhead, UK or non-compliance with laws and sample of balances. 17 June 2025 regulations. Æ the Senior Statutory Auditor considered | Æ We assessed the susceptibility of | | the experience and expertise of the | MHA is the trading name of MHA Audit Services | | --- | --- | --- | --- | | | the Company’s Financial Statements | engagement team to ensure that the team | LLP, a limited liability partnership in England | | | to material misstatement, including | had the appropriate competence and | and Wales (registered number OC455542) | | | how fraud might occur by evaluating | capabilities; and | | management’s incentives and Æ we communicated relevant laws and opportunities for manipulation of the regulations and potential fraud risks to all Financial Statements. This included engagement team members, including utilising the spectrum of inherent risk and experts, and remained alert to any an evaluation of the risk of management indications of fraud or non-compliance override of controls. with laws and regulations throughout the audit. Audit response to risks identified In respect of the above procedures: Other requirements We were appointed by the Directors on Æ we corroborated the results of our 4 February 2025 and the current period is the enquiries through our review of the first year of our engagement. minutes of the Company’s board and audit committee meetings throughout the We did not provide any non-audit services period; which are prohibited by the FRC’s Ethical Æ audit procedures performed by the Standard to the Company, and we remain engagement team in connection with the independent of the company in conducting risks identified included: ouraudit. Æ reviewing Financial Statement Use of our report disclosures and testing to This report is made solely to the Company’s the underlying supporting members, as a body, in accordance with documentation to assess Chapter 3 of Part 16 of the Companies Act compliance with applicable laws and 2006. Our audit work has been undertaken so regulations expected to have a direct that we might state to the Company’s members impact on the Financial Statements. those matters we are required to state to them Æ testing journal entries; in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do Æ evaluating the business rationale not accept or assume responsibility to anyone of significant transactions outside other than the Company and the Company’s the normal course of business, and members as a body, for our audit work, for this reviewing accounting estimates for report, or for the opinions we have formed. bias; ## 33Rockwood Strategic Plc ## Statement of ## ComprehensiveIncome for the year ended 31 March 2025 | | | | Year ended | | | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 31 March 2025 | | | | | 31 March 2024 | | | | | Revenue | | | Capital | Total | Revenue | | | Capital | Total | | Notes | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | Income 2 1,299 – 1,299 1,114 – 1,114 Net gains on investments at fair value – 15,171 15,171 – 2,715 2,715 Total income 1,299 15,171 16,470 1,114 2,715 3,829 Administrative expenses Investment Manager fee 3 (889) – (889) (191) – (191) Performance fee 3 – (1,090) (1,090) – – – Other expenses 4 (711) (158) (869) (581) (161) (742) (Loss)/profit before finance costs and taxation (301) 13,923 13,622 342 2,554 2,896 Finance costs – – – (1) – (1) (Loss)/profit before taxation (301) 13,923 13,622 341 2,554 2,895 Taxation 5 – – – – – – (Loss)/profit for the year (301) 13,923 13,622 341 2,554 2,895 Basic and Diluted earnings per ordinary share for profit from continuing operations and for profit for the year (pence) (0.87p) 40.15p 39.28p 1.25p 9.34p 10.58p The total column of the statement is the Statement of Comprehensive Income of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the United Kingdom. The supplementary revenue and capital columns are presented for information purposes as recommended by the Statement of Recommended Practice (“SORP”) issued by the Association of Investment Companies (“AIC”). There are no recognised gains and losses other than those disclosed in the Statement of Comprehensive Income. All items in the above Statement derive from continuing operations. No operations were acquired or discontinued during the period. The notes on pages 38 to 48 form part of these Financial Statements. ## 34 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Statement of ## Financial Position as at 31 March 2025 | | 31 March | | 31 March | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Notes | | £’000 | | £’000 | Non-current assets Investments at fair value through profit or loss 8 95,624 60,322 Current assets Cash and cash equivalents 2,561 4,761 Trade and other receivables 9 122 281 2,683 5,042 Total assets 98,307 65,364 Current liabilities Trade and other payables 10 (641) (1,103) Performance fee payable 11 (1,090) – Total liabilities (1,731) (1,103) Net current assets 952 3,939 Net assets 96,576 64,261 Represented by: Share capital 12 1,941 1,560 Share premium account 42,862 24,347 Revenue reserve 18,061 18,565 Capital reserve 22,358 8,435 Capital redemption reserve 11,354 11,354 Total equity 96,576 64,261 The NAV per share on 31 March 2025 is 248.79 pence (2024: 206.04 pence). These Financial Statements were approved and authorised for issue by the Board of Directors on 17 June 2025. Signed on behalf of the Board ofDirectors. Noel Lamb Kenneth Lever Chairman Director The notes on pages 38 to 48 form part of these Financial Statements. ## 35Rockwood Strategic Plc ## Statement of ## Cash Flows for the year ended 31 March 2025 | | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | | | | 31 March | | | 31 March | | | | | | 2025 | | | 2024 | | Notes | | | £’000 | | | £’000 | Cash flow from operating activities Profit for the year 13,622 2,895 Net gains on investments at fair value (15,171) (2,715) Decrease/(increase) in trade receivables 3 (52) Increase/(decrease) in trade and other payables 1,112 (652) Net cash outflow from operating activities (434) (524) Cash flows from investing activities Purchases of investments 8 (37,392) (30,336) Sales of investments 8 16,777 12,573 Net cash outflow from investing activities (20,615) (17,763) Cash flows from financing activities Gross proceeds of share issue 19,579 11,527 Share issue costs (527) (110) Equity dividends paid (203) – Net cash inflow from financing activities 18,849 11,417 Decrease in cash and cash equivalents (2,200) (6,870) Reconciliation of net cash flow movements in funds Cash and cash equivalents at the beginning of the year 4,761 11,631 Decrease in cash and cash equivalents (2,200) (6,870) Cash and cash equivalents at end of year 2,561 4,761 Purchases of investments has been adjusted by the addition of the outstanding £901,000 due to Brokers as at 31 March 2024 and, the removal of the outstanding £417,000 due to Brokers as at 31 March 2025 as shown in Note 10. Gross proceeds of share issue has been adjusted by the addition of the outstanding £156,000 proceeds due from share issue as at 31 March 2024 as shown in Note 9. ## 36 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Statement of Changes ## in Equity for the year ended 31 March 2025 | | | Ordinary | | | Share | | | | | Capital | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Share | Premium | | Revenue | | Capital | Redemption | | Total | | D shares | | | Capital | Account | | Reserve* | | Reserve | | Reserve | Equity | | | £’000 | | £’000 | | £’000 | | £’000 | £’000 | | £’000 | £’000 | Opening balance as at 1 April 2024 – 1,560 24,347 18,565 8,435 11,354 64,261 Dividend paid – – – (203) – – (203) Gross proceeds of share issue – 381 18,515 – – – 18,896 Profit and total comprehensive income for the year – – – (301) 13,923 – 13,622 Balance as at 31 March 2025 – 1,941 42,862 18,061 22,358 11,354 96,576 for the year ended 31 March 2024 | | | Ordinary | | | Share | | | | | Capital | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Share | Premium | | Revenue | | Capital | Redemption | | Total | | D shares | | | Capital | Account | | Reserve* | | Reserve | | Reserve | Equity | | | £’000 | | £’000 | | £’000 | | £’000 | £’000 | | £’000 | £’000 | Opening balance as at 1 April 2023 10 1,271 13,063 24,105 – 11,344 49,793 Unrealised appreciation transferred at 1 April 2023 – – – (5,881) 5,881 – – Cancellation of D shares (10) – – – – 10 – Gross proceeds of share issue – 289 11,284 – – – 11,573 Profit and total comprehensive income for the year – – – 341 2,554 – 2,895 Balance as at 31 March 2024 – 1,560 24,347 18,565 8,435 11,354 64,261 * The revenue reserve can be distributed in the form of dividends. The notes on pages 38 to 48 form part of these Financial Statements. ## 37Rockwood Strategic Plc # Notes to the Financial Statements Rockwood Strategic Plc (the Company) is a public company incorporated in the UK and registered in England and Wales (registration number: 03813450). The Company carries on the business as an investment trust company within the meaning of Sections 1158/1159 of the Corporation Tax Act 2010. ## 1. Basis of preparation and material accounting policies ### Basis of preparation Following the Company's approval as an investment trust company on 1 April 2023, the annual Financial Statements of the Company for the year to 31 March 2025 have been prepared in accordance with UK adopted international accounting standards. They will also be prepared in accordance with applicable requirements of England and Wales company law and reflect the following summarised policies which will be adopted and applied consistently. The Financial Statements have also been prepared in accordance with the SORP for investment trust companies issued in July 2022, except to any extent where it conflicts with UK adopted international accounting standards. In order better to reflect the activities of an investment trust company and in accordance with guidance issued by the AIC, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. The functional and presentational currency of the Company is Pounds Sterling and has been determined on the basis of the currency of the Company's share capital and the currency in which dividends and expenses are paid. The Financial Statements are presented to the nearest thousand (£000). ### Going concern In assessing the Company as a going concern, the Directors have considered the market valuations of the portfolio investments, the current economic outlook and forecasts for Company costs. The Company is in a net asset position of £96.6 million (March 2024: £64.3 million) and 99.9% of the Company's portfolio of investments consist of listed equities which, should the need arise, can be liquidated to settle liabilities. The rest of the Company's portfolio consisted of 0.1% in other unquoted investments. There are no other contractual obligations other than those already in existence and which are predictable. The Company's forecasts and projections, taking into account the current economic environment and other factors, including reasonably possible changes in performance, show that the Company is able to operate within its available working capital and continue to settle all liabilities as they fall due for the foreseeable future. The Company has consistent, predictable ongoing costs and major cash outflows, such as for the payment of dividends, are at the full discretion of the Board. Therefore, the Directors taking into the consideration the above assessment are satisfied that the Company's ability to continue as a going concern and are satisfied that the Company has adequate resources to continue in operational existence for a period of at least 12 months from the date when these Financial Statements were approved. ### Segmental reporting The Directors are of the opinion that the Company is engaged in a single segment of business, being investment business. ### Material Accounting Judgements, Estimates and Assumptions The preparation of Financial Statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reported period. It also requires Management to exercise their judgement in the process of applying the accounting policies. The main area of estimation is in the inputs used in determination of the valuation of the unquoted investments in Note 8, although these amounts at the Balance sheet date are immaterial in the current year. Management believes that the underlying assumptions are appropriate and that the Company's Financial Statements are fairly presented. ---38 Rockwood Strategic Plc Financial Other Overview Governance Statements Information 1. Basis of preparation and material accounting policies (continued) Investments at fair value through profit or loss All investments held by the Company are designated as “fair value through profit or loss”. As the Company’s business is investing in financial assets with a view to profiting from their return in the form of interest, dividends or increase in fair value. Listed equities, unquoted equities and fixed income securities are classified as fair value through profit or loss on initial recognition. The Company manages and evaluates the performance of these investments on a fair value basis in accordance with its investment strategy. Investments are initially recognised at cost, being the fair value of the consideration. Fixed income securities are designated at fair value which is approximation of its par value. After initial recognition, investments are measured at fair value, with movements in fair value of investments and impairment of investments recognised in the Statement of Comprehensive Income and allocated to the capital column. For quoted equity shares fair value is generally determined by reference to quoted market bid prices or closing prices for SETS (London Stock Exchange’s electronic trading service) stocks. IFRS 13 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following classifications: Æ Level 1 – valued using quoted prices in active markets for identical investments. There are £94,823,000 level 1 financial assets (31 March 2024: £59,415,000). Æ Level 2 – valued using other significant observable inputs (including quoted prices for similar investments, interest rates, prepayments, credit risk, etc). There are no level 2 financial assets (31 March 2024: £nil). Æ Level 3 – valued using significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). There are £69,000 level 3 financial assets (31 March 2024: £907,000). Unquoted investments are valued in accordance with the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines. Their valuation incorporates all factors that market participants would consider in setting a price. The primary valuation techniques employed to value the unquoted investments are earnings multiples, recent transactions and the net asset basis. Cash and cash equivalents Cash and cash equivalents include cash in hand and deposits held at call with banks and other short-term highly liquid investments with original maturity of 3 months or less from inception that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Foreign currency Transactions in currencies other than Sterling are recorded at the rate of exchange prevailing on the date of the transaction. Items that are denominated in foreign currencies are retranslated at the rates prevailing on Statement of Financial Positions. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the capital reserve or the revenue reserve depending on whether the gain or loss is capital or revenue in nature. Income Dividend income from investments is recognised when the Company’s right to receive payment has been established, normally the ex-dividend date. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of cash dividend foregone is recognised as income. Any excess in the value of shares received over the amount of cash dividend foregone is recognised as a capital gain in the Statement of Comprehensive Income. Interest income is recognised in line with coupon terms under the effective interest method. Special dividends are credited to capital or revenue according to their circumstances. Expenses All expenses are accounted for on an accruals basis and are allocated wholly to revenue with the exception of Performance Fees which are allocated wholly to capital, as the fee is payable by reference to the capital performance of the Company, and transaction costs which are also allocated tocapital. ## 39Rockwood Strategic Plc # Notes to the Financial Statements (continued) ## 1. Basis of preparation and material accounting policies (continued) ### Taxation The charge for taxation is based on the net income for the year and takes into account taxation deferred or accelerated because of temporary differences between the treatment of certain items for accounting and taxation purposes. The Company has an effective tax rate of 0.0%. The estimated effective tax rate is 0.0% as investment gains are exempt from tax owing to the Company's status as an investment trust and there is expected to be an excess of management expenses over taxable income and thus there is no charge for corporation tax. Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes at the reporting date. Deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of timing differences can be deducted. In line with recommendations of the SORP, the allocation method used to calculate the tax relief expenses charged to capital is the 'marginal' basis. Under this basis, if taxable income is capable of being offset entirely by expenses charged through the revenue account, then no tax relief is transferred to the capital account. ### Equity dividends payable Equity dividends payable are recognised when the shareholders' right to receive payment is established. For interim dividends this is when they are paid and for final dividends this is when they are approved by shareholders at the Company's annual general meeting. ### Share capital and reserves The share capital represents the nominal value of the Company's ordinary shares. As at 31 March 2025 there were 38,817,663 (31 March 2024: 31,189,090) Ordinary shares of 5p each in issue. During the year to 31 March 2024, a share sub-division of its existing ordinary shares on a ten for one basis took effect on the 11 October 2023. The share premium account represents the accumulated premium paid for shares issued above their nominal value less issue expenses. This reserve cannot be distributed. The capital reserve represents realised and unrealised capital and exchange gains and losses on the disposal and revaluation of investments and of foreign currency items. Realised gains can be distributed, unrealised gains cannot be distributed. The Capital Redemption Reserve represents the amount by which the share capital has been reduced, equivalent to the nominal value of the Ordinary Shares repurchased for cancellation. The revenue reserve represents retained profits from the income derived from holding investment assets less the costs associated with running the Company. This reserve can be distributed, if positive. ### Adoption of New and Revised Standards New standards, interpretations and amendments adopted from 1 April 2024 There are no new standards impacting the Company that have had a significant effect on the annual Financial Statements for the year ended 31 March 2025. ### Accounting when there is a lack of exchangeability (Amendments to IAS 21) The amendment is for entities to specify when a currency is exchangeable into another currency and when it is not, and how an entity determines the exchange rate to apply when a currency is not exchangeable. The amendments are effective for annual periods beginning on or after 1 January 2025. ### Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) The amendment is to help entities to clarify the date of recognition and derecognition of some financial assets and liabilities. It provides further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion. It adds new disclosures for certain instruments with contractual terms that can change cash and updates the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). The amendments are effective for annual periods beginning on or after 1 January 2026. ### Presentation and Disclosure in Financial Statements (IFRS 18) IFRS 18 replaces IAS 1 and is in response to investors' need for better information about companies' financial performance. Requirements include: new categories/subtotals in the statement of profit or loss, disclosure of Management-defined performance measures and enhanced requirements for grouping information. The new standard is in effective for annual periods beginning on or after 1 January 2027. ### Subsidiaries without Public Accountability: Disclosures (IFRS 19) IFRS 19 allows for reduced disclosures without changing the fundamental reporting requirements of IFRS accounting standards. The new standard is in effective for annual periods beginning on or after 1 January 2027. ### Standards issued but not yet effective There are no standards or amendments not yet effective which are relevant or have a material impact on the Company. ---40 Rockwood Strategic Plc Financial Other Overview Governance Statements Information 2. Income | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | | | 31 March | | | 31 March | | | | | 2025 | | | 2024 | | | | Total | | | Total | | | | £’000 | | | £’000 | Income from listed investments Dividends 1,062 811 Loan note interest income 46 40 Loan arrangement fee – 22 1,108 873 Other income Bank interest 191 241 Total income 1,299 1,114 3. Investment management and performance fee | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | | | 31 March | | | 31 March | | | | | 2025 | | | 2024 | | | | £’000 | | | £’000 | Investment Manager fee 889 191 Performance fees 1,090 – 1,979 191 Under the terms of the Investment Management Agreement (restated and novated on 28 March 2025) with Harwood Capital LLP (now Rockwood Asset Management), the Company will pay the Investment Manager a performance fee equal to 10.0%. of outperformance over the higher of a 6.0% per annum total return hurdle and the high watermark. The 6.0%. per annum compounds weekly and the performance fee is calculated annually. Provided that the Company’s average NAV is at or below £100 million, performance fees in any performance fee period are capped at 3.0%. of the Company’s average NAV for the relevant performance fee period. In such instance, performance fees in excess of the 3.0%. cap will not be paid and will instead be deferred into the next performance fee period. If the average NAV exceeds £100 million, the performance fee shall be further limited such that the combined investment management and performance fees shall not exceed 3.0%. of the Company’s average NAV. In such instance, performance fees in excess of the cap will not be deferred and will not become payable at any future date. The performance fee is calculated annually for each performance fee period, which is aligned with the Company’s accounting year. It is accounted for on an accrual basis and is recognised in the Statement of Comprehensive Income once a performance fee is triggered during the performance feeperiod. The Hurdle was surpassed in the year and therefore there was a performance fee of £1,090,000 accrued at 31 March 2025 (2024: nil). 4. Other expenses | | Year ended | | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 March 2025 | | | | 31 March 2024 | | | | Income | | Capital | Total | Income | | Capital | Total | | £’000 | | £’000 | £’000 | £’000 | | £’000 | £’000 | Auditors remuneration – Current 54 – 54 – – – – Previous 9 – 9 47 – 47 Director's fees 110 – 110 102 – 102 Professional fees 452 – 452 336 – 336 Other general overheads 86 – 86 96 – 96 Transaction costs – 158 158 – 133 133 Share split costs – – – – 28 28 711 158 869 581 161 742 ## 41Rockwood Strategic Plc ## Notes to the Financial Statements (continued) 5. Taxation | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | | | 31 March | | | 31 March | | | | | 2025 | | | 2024 | UK corporation tax Corporation tax liability at 25.0% (2024: 25.0%) – – – – Current tax – – Tax on profit from ordinary activities – – Factors affecting the tax charge for the current period The tax assessed for the year is different than that resulting from applying the standard rate of corporation tax in the UK: 25.0% (2024: 25.0%). The differences are explained below: | | Year ended | | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 March 2025 | | | | 31 March 2024 | | | | Income | | Capital | Total | Income | | Capital | Total | | £’000 | | £’000 | £’000 | £’000 | | £’000 | £’000 | Current tax reconciliation Return before taxation (301) 13,923 13,622 341 2,554 2,895 Tax at UK corporation tax rate of 25.0% (2024: 25.0%) (75) 3,481 3,406 85 639 724 Tax effects of: Non-taxable dividends (266) – (266) (202) – (202) Non-deductible expenditure 2 – 2 3 – 3 Chargeable gains not subject to tax – (3,753) (3,753) – (639) (639) Movement in deferred tax not recognised 339 272 611 114 – 114 Total tax charge for the year – – – – – – Deferred tax At 31 March 2025, the Company had losses of £43,217,000 (31 March 2024: £40,770,000) that are potentially available to offset future taxable revenue and capital losses of £102,536,000 (31 March 2024: £102,536,000) that are potentially available to offset against future taxable gains. A deferred tax asset of £36,439,000 (31 March 2024: £35,827,000), based on the enacted UK corporation tax rate of 25% that applied from 1 April 2023, has not been recognised because the Company is not expected to generate qualifying taxable income in future periods that the carried forward tax losses can be utilised against. 6. Earnings per share Basic earnings per share is calculated by dividing the profit/loss attributable to ordinary shareholders by the weighted average number of Ordinary Shares during the year. Diluted earnings per share is calculated by dividing the profit/loss attributable to shareholders by the adjusted weighted average number of Ordinary Shares in issue. Year ended 31 March 2025 Year ended 31 March 2024 | | | | | Basic and | | | | | | Basic and | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Weighted | | | diluted | | | Weighted | | | diluted | | | | | average | earnings | | | | | average | earnings | | | Net Return | | Ordinary | | per share | | Net Return | | Ordinary | | per share | | | | £'000 | | Shares | | pence | | £'000 | | Shares | | pence | Revenue (301) 34,678,653 (0.87) 341 27,356,247 1.25 Capital 13,923 34,678,653 40.15 2,554 27,356,247 9.33 Total 13,622 39.28 2,895 10.58 As at 31 March 2025, the total number of shares in issue was 38,817,663 (2024: 31,189,090). No shares were bought back by the Company (2024: None). There are no share options outstanding at the end of the year. ## 42 Rockwood Strategic Plc Financial Other Overview Governance Statements Information 7. Dividends The Company is not recommending a dividend for the year ended 31 March 2025 (2024: 0.6p). 8. Investments at fair value through profit or loss Year ended 31 March 2025 | Investments | | | | Other | | --- | --- | --- | --- | --- | | | in quoted | | unquoted | | | companies | | investments | | | | | (Level 1) | | (Level 3) Total | | Opening cost at beginning of year 53,465 1,523 54,988 Opening unrealised appreciation at the beginning of the year 5,950 (616) 5,334 Opening fair value at the beginning of the year 59,415 907 60,322 Movements in the year: Purchases at cost 36,908 – 36,908 Sales proceeds (16,027) (750) (16,777) Realised gain on disposal 8,727 – 8,727 Change in unrealised appreciation/(depreciation) at the end of the year 6,532 (88) 6,444 Closing fair value at the end of the year 95,555 69 95,624 Closing cost at the end of the year 83,073 773 83,846 Closing unrealised appreciation/(depreciation) at the end of the year 12,482 (704) 11,778 Closing fair value at the end of the year 95,555 69 95,624 Year ended 31 March 2024 | Investments | | | | Other | | --- | --- | --- | --- | --- | | | in quoted | | unquoted | | | companies | | investments | | | | | (Level 1) | | (Level 3) Total | | Opening cost at beginning of year 33,374 – 33,374 Opening unrealised appreciation at the beginning of the year 5,881 – 5,881 Opening fair value at the beginning of the year 39,255 – 39,255 Movements in the year: Transfer between levels* Cost at transfer date (773) 773 – Unrealised loss on transfer date 732 (732) – Purchases at cost 30,175 750 30,925 Sales proceeds (12,573) – (12,573) Realised gain on disposal 3,262 – 3,262 Change in unrealised (depreciation)/appreciation at the end of the year (663) 116 (547) Closing fair value at the end of the year 59,415 907 60,322 Closing cost at the end of the year 53,465 1,523 54,988 Closing unrealised appreciation/(depreciation) at the end of the year 5,950 (616) 5,334 Closing fair value at the end of the year 59,415 907 60,322 * For the year ended 31 March 2024, there was a transfer from Level 1 to Level 3 of £69,175 Bonhill group due to voluntary liquidation. ## 43Rockwood Strategic Plc ## Notes to the Financial Statements (continued) 8. Investments at fair value through profit or loss (continued) The following table analyses investments carried at fair value at the end of the year, by the level in the fair value hierarchy into which the fair value measurement is categorised. The different levels are defined as follows: (i) level one measurements are at quoted prices (unadjusted) in active markets for identical assets or liabilities; (ii) level two measurements are valuations techniques with all material inputs observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and (iii) level three measurements are valuations not based on solely observable market data (that is, the measurement requires significant unobservable inputs). The fair values of the Company’s investments is summarised as follows: 31 March 2025 2024 £’000 £’000 Level 1 95,555 59,415 Level 2 – – Level 3 69 907 95,624 60,322 Fair values of financial assets and financial liabilities Financial assets and liabilities are carried in the Statement of Financial Position at either their fair value (investments), or the Statement of Financial Position amount is a reasonable approximation of the fair value (dividends receivable, accrued income, accruals, and cash at bank). As at 31 March 2025 and 31 March 2024, all investments, except for the investments in the table below, fall into the category ‘Level 1’ under IFRS 13 fair value hierarchy. In the year ending 31 March 2025, no investments were transferred between levels (31 March 2024: one investment held, Bonhill Group previously Level 1 were transferred to Level 3 following its delisting from AIM). A summary of the level 3 investments are as follows: 31 March 2025 31 March 2024 Investments included £’000 Investments included £’000 Fair value Bonhill group 69 Bonhill group 69 | Chesterfield Special | Chesterfield Special | | --- | --- | | Cylinders Holdings (formerly | Cylinders Holdings (formerly | | Pressure Technologies) | Pressure Technologies) | | - Loan Notes – | - Loan Notes 750 | - Warrants – - Warrants 88 69 907 The Chesterfield Special Cylinders Holdings loan notes were redeemed in full during the year. The warrants were still outstanding at year end and valued at zero. Valuation policy: Every three months, the Investment Manager is asked to revalue the investments that he looks after and submit his valuation recommendation to the Valuation and Pricing (“V&P“) Committee. The V&P Committee considers the recommendation made, and approves or adjust the valuation as required. Level 3 investments have been valued in accordance with the IPEV guidelines. The valuation incorporates all relevant factors that market participants would consider in setting a price. Methods applied include cost of investment, price of recent investments, net assets and earnings multiples. Although the Manager believes that the estimates of fair values are appropriate, the use of different methodologies or assumptions could lead to different measurements of fair values. Subsequent adjustments in price are determined by the Manager’s Valuation and Pricing Committee. Investments in quoted companies (Level 1) have been valued according to the quoted bid price as at 31 March 2025. ## 44 Rockwood Strategic Plc Financial Other Overview Governance Statements Information 9. Trade and other receivables | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | Proceeds due from share issues – 156 Other debtors 95 112 Prepayments 27 13 122 281 10. Trade and other payables | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | Due to Brokers 417 901 Trade Creditors 224 202 641 1,103 There were no other creditors as at 31 March 2025 (2024: none). 11. Performance fees payable | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | Performance fees payable 1,090 – 12. Issued capital Allotted, called-up and fully paid: For the year ended 31 March 2025 £’000 31,189,090 ordinary shares of 5p each listed at 31 March 2024 1,560 7,628,573 ordinary shares of 5p each issued in the year 381 38,817,663 ordinary shares of 5p each listed at 31 March 2025 1,941 The ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights; they do not confer any rights of redemption. Allotted, called-up and fully paid: For the year ended 31 March 2024 £’000 2,541,046 ordinary shares of 50p each listed at 31 March 2023 1,271 146,863 ordinary shares of 50p each issued before the share split 73 24,191,181 ordinary shares issued through the share split – 4,310,000 ordinary shares of 5p each issued after the share split 216 31,189,090 ordinary shares of 5p each listed at 31 March 2024 1,560 ## 45Rockwood Strategic Plc ## Notes to the Financial Statements (continued) 13. Financial instruments and financial risk management The Company invests in quoted and unquoted companies in accordance with the investment policy. In addition to investments in smaller listed companies in the UK, the Company maintains liquidity balances in the form of cash held for follow-on financing and debtors and creditors that arise directly from its operations. As at 31 March 2025, £95.6 million of the Company’s net assets were invested in quoted investments, £0.1 in unquoted investments and £2.6 million in liquid balances (31 March 2024: £59.4 million in quoted investments, £0.9 in unquoted investments and £4.7 million inliquidity). In pursuing its investment policy, the Company is exposed to risks that could result in a reduction in the value of net assets and consequently funds available for distribution by way of dividend or for re-investment. The main risks arising from the Company’s financial instruments are due to fluctuations in market prices (market price risk), credit and liquidity risk and cash flow interest rate risk; credit risk and liquidity risk are also discussed below. The Board regularly reviews and agrees policies for managing each of these risks and they are summarised below. These have been in place throughout the current and preceding years. All financial assets with the exception of investments, which are held at fair value through profit or loss, are categorised as financial assets at amortised cost and all financial liabilities are categorised as amortised cost, amortised cost is a reasonable approximation of its fair value. a) Market risk i) Price risk Market price risk arises from uncertainty about the future valuations of financial instruments held in accordance with the Company’s investment objectives. These future valuations are determined by many factors but include the operational and financial performance of the underlying investee companies, as well as market perceptions of the future of the economy and its impact upon the economic environment in which these companies operate. This risk represents the potential loss that the Company might suffer through holding its investment portfolio in the face of market movements, which was a maximum of £95.6 million (2024: £59.6 million). The investments in fixed interest stocks of unquoted companies that the Company holds are not traded and as such the prices are more uncertain than those of more widely traded securities. The Board’s strategy in managing the market price risk is determined by the requirement to meet the Company’s investment objective. Risk is mitigated to a limited extent by the fact that the Company holds investments in several companies. At 31 March 2025, the Company held interests in 24 companies (2024: 20 companies). The Directors monitor compliance with the investment policy, review and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis. Market price risk sensitivity The Board considers that the value of investments in quoted equity instruments is ultimately sensitive to changes in quoted share prices. The value of investments in Chesterfield Special Cylinders Holdings (formerly Pressure Technologies), where the valuation methodology is to estimate the value of the conversion option of the instrument, is similarly linked to quoted share prices. The table below shows the impact on the return and net assets if there were to be a 25% (2024: 25.0%) movement in overall shareprices. As at 31 March 2025 +25% -25% | | | Impact | | | Impact | | --- | --- | --- | --- | --- | --- | | | Impact | per share | Impact | per share | | | Security Valuation basis Fair value | £’000 | (in pence) | £’000 | (in pence) | | Quoted investments Quoted bid price 95,555 23,889 61.54 (23,889) (61.54) As at 31 March 2024 +25% -25% | | | Impact | | | Impact | | --- | --- | --- | --- | --- | --- | | | Impact | per share | Impact | per share | | | Security Valuation basis Fair value | £’000 | (in pence) | £’000 | (in pence) | | Quoted investments Quoted bid price 59,443 14,861 47.65 (14,861) (47.65) ## 46 Rockwood Strategic Plc Financial Other Overview Governance Statements Information 13. Financial instruments and financial risk management (continued) The impact of a change of 25% (2024: 25.0%) has been selected as this is considered reasonable given the current level of volatility, observed both on a historical basis, and market expectations for future movement. A sensitivity has not been performed for the other unquoted investments held by the Company as they were not deemed to be material. There is no exposure to market price risk in the valuation methodology applied for these investments. Interest rates are less volatile than market prices; therefore, the Company has deemed it inappropriate to consider a 25.0% upward or downward move in interest rates. Interest rates are determined by monetary policy and have been kept historically low due to quantitative easing and therefore we do not believe that interest rates will be as volatile as share prices. ii) Currency risk The Company does not hold any significant assets or liabilities denominated in a currency other than sterling, the functional currency. The transactions in foreign currency for the Company are highly minimal. Therefore, currency risk sensitivity analysis was not performed as the results would not be significantly affected by movements in the value of foreign exchange rates. iii) Cash flow interest rate risk As the Company has no borrowings, it only has limited interest rate risk. The impact is on income and operating cash flow and arises from changes in market interest rates. Some of the Company’s cash resources are placed in an interest paying current account to take advantage of preferential rates and are subject to interest rate risk to that extent. b) Credit risk Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Company. The Company’s maximum exposure to credit risk is: | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2025 | | 2024 | | | £’000 | | £’000 | Loan stock investments – 750 Cash and cash equivalents 2,561 4,761 Trade and other receivables 122 281 2,683 5,792 Credit risk relating to loan stock investments in unquoted companies is considered to be part of market risk. The Company’s cash balances at 31 March 2025 and 2024 were held in institutions currently rated A or better by Fitch. Given these ratings, the Company does not expect any counterparty to fail to meet its obligations and therefore, no allowance for impairment is made for bank deposits. c) Liquidity risk The Directors consider that there is no significant liquidity risk faced by the Company. The Company maintains sufficient liquidity in cash and liquid investments to pay accounts payable and accrued expenses. All liabilities are current and repayable upon demand. 14. Capital disclosures The Company’s objective has been to maximise shareholder value from all assets, which in recent years has been to realise its portfolio at the most advantageous time and reinvest the proceeds to grow shareholder value per share over the long-term. The capital subscribed to the Company has been managed in accordance with the Company’s objectives. The available capital at 31 March 2025 is £96.6million (31 March 2024: £64.3 million) as shown in the Statement of Financial Position, which includes the Company’s share capital andreserves. The total amount of revenue reserve for the year is £18.061 million (2024: £18.566 million) which is fully distributable and can be utilised for any futuredividends. The Company has no borrowings and there are no externally imposed capital requirements other than the minimum statutory share capital requirements for public limited companies. ## 47Rockwood Strategic Plc # Notes to the Financial Statements (continued) ## 15. Related party transactions and transactions with the Investment Manager The related parties of Rockwood Strategic Plc are its Directors, persons connected with its Directors and its Investment Manager and significant shareholder Harwood Capital Management Limited ("The Harwood Group") and its subsidiaries. The Directors' remuneration and their interest in the Company are disclosed in the Director's remuneration review in the annual report. As at 31 March 2025, the following shareholders of the Company that are related to Harwood had the following interests in the issued shares of the Company as follows: | | 31 March 2025 | 31 March 2024 | | --- | --- | --- | | Harwood Holdco Limited | 8,340,000 Ordinary Shares | 8,340,000 Ordinary Shares | | R Staveley | 311,215 Ordinary Shares | 321,380 Ordinary Shares | ### Investment Management ("IM") Fees: The total payable to Harwood is as follows: | | 31 March 2025 | 31 March 2024 | | --- | --- | --- | | Performance fee | £1.09 million | Nil | | Management fee | £0.89 million | £0.05 million | | **Total** | **£1.98 million** | **£0.05 million** | A monthly management fee of £10,000 (inclusive of VAT, if any) until the Company's NAV equalled £60 million or higher (NAV threshold). The NAV Threshold was met on 16 February 2024, since then, the IM has been entitled to a management fee of 1/12th of an amount equal to 1.0% of the Net Asset Value before deduction of that month's Investment Management Fee and before deduction of any accrued Performance Fees. ### Performance Fees: The Investment Manager will also be entitled to a performance fee equal to 10.0% of outperformance over the higher of a 6.0% per annum total return hurdle and the high watermark. The 6.0% per annum compounding weekly and the performance fee will be calculated annually. Provided that the Company's average NAV is at or below £100 million, performance fees in any performance fee period will be capped at 3.0% of the Company's average NAV for the relevant performance fee period. In such instance, performance fees in excess of the 3.0% cap will not be paid and will instead be deferred into the next performance fee period. There are no other material related party transactions of which we are aware in the year ended 31 March 2025. ## 16. Subsequent events note ### Share Issues: The Company issued for cash 3,837,000 ordinary shares of 5 pence each from 1 April to 17 June 2025 from its block listing facility at an average price of 265.07 pence per share. 48 Rockwood Strategic Plc Overview Governance Financial^{}[] Statements Other^{}[] Information # Glossary/Alternative Performance Measures (APMS) ## AIC The Association of Investment Companies. ### Alternative performance Measures (APMs) APMs are often used to describe the performance of investment companies although they are not specifically defined under FRS 102. The Directors assess the Company's performance against a range of criteria which are viewed as relevant to both the Company and its market sector. APM calculations for the Company are shown below. ### Cash Alternatives/Equivalent Also known as cash equivalents. A class of investments considered relatively low-risk because of their high liquidity, meaning they can be quickly converted into cash. ## CTA Corporation Tax Act 2010. ### Discount The amount by which the market price per share of an investment trust is lower than the net asset value per share. The discount is normally expressed as a percentage of the net asset value per share. ### Dividend The portion of company net profits paid out to shareholders. ## FCA Financial Conduct Authority. ## LSE London Stock Exchange. ### Market Capitalisation The total value of a company's equity, calculated by the number of shares multiplied by their market price. ## NAV NAV stands for net asset value and represents shareholders' funds. Shareholders' funds are the total value of a company's assets at current market value less its liabilities. ### Ongoing charges ratio A measure, expressed as a percentage of the average daily net asset values during the year, of the regular, recurring annual costs of running an investment company. This includes the Investment Management fee and excludes any variable performance fees. In the last two years there have been exceptional expenses, which will not be ongoing, associated in 2024 with the Strategic Review and its related Extraordinary Meetings and in 2024 associated with moving from the AIM to the Main Market of the London Stock Exchange. Ongoing charges is calculated on an annualised basis. This figure excludes any portfolio transaction costs and may vary from period to period. The calculation below is in line with AIC guidelines. | | Year ended 31 March 2025 | | --- | --- | | Investment management fee | 889,000 | | Administrative expenses | 711,000 | | Less: one off legal and professional fees | (5,000) | | **Total** | **1,595,000** | | Average cum income net asset value throughout the period | 87,301,252 | | Ongoing expenses (c=a/b) | 1.83% | ### Premium The amount by which the market price per share of an investment trust exceeds the net asset value per share. The premium is normally expressed as a percentage of the net asset value per share. ### Total Return A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of dividends paid out by the Company into its Ordinary Shares on the ex-dividend date. This is calculated for both the Share Price and the Net Asset Value. | | Year ended 31 March 2025 | | --- | --- | | **NAV Total Return** | | | NAV 31 March 2025 | 248.79 | | NAV 31 March 2024 | 206.04 | | Dividend reinvested | 0.60 | | Increase in NAV (d=a-b+c) | 43.35 | | Total Return (e=d/b) | 21.0% | | **Total Shareholder Return** | | | Share price 31 March 2025 | 253.00 | | Share price 31 March 2024 | 210.00 | | Dividend reinvested | 0.60 | | Increase in share price (d=a-b+c) | 43.60 | | Total Return (e=d/b) | 20.8% | Rockwood Strategic Plc 49 ## Notice of Annual ## General Meeting | NOTICE IS GIVEN that the Annual General | | 7. THAT the Directors of the Company be | | (a) the allotment of equity securities in | | | --- | --- | --- | --- | --- | --- | | Meeting (“AGM”) of the Company will be held at | | | generally and unconditionally authorised | | connection with any rights issue or other | | the offices of Harwood Capital Management | | | in accordance with section 551 of the | | pro-rata offer in favour of the holders of | | Limited, 6 Stratton Street, London W1J 8LD | | | Companies Act 2006 (the Act) to exercise | | Ordinary Shares in the Company where the | | at 11.30am on 29 July 2025 to consider the | | | all the powers of the Company to allot | | equity securities respectively attributable | | following resolutions, of which resolutions 1 to | | | shares in the Company or to grant rights | | to the interests of all such holders of | | 7 will be proposed as ordinary resolutions and | | | to subscribe for, or convert any security | | shares are proportionate (as nearly as | | resolutions 8 to 11 will be proposed as special | | | into, shares in the Company (Rights) up to | | may be) to the respective numbers of | | resolutions: | | | an aggregate nominal amount of £703,801 | | shares held by them, provided that the | | | | | during the period commencing on the | | Directors of the Company may make such | | Ordinary Resolutions | | | date of the passing of this resolution and | | arrangements in respect of overseas | | 1. To receive the Annual Report and | | | expiring at the conclusion of the next | | holders of shares and/or to deal with | | | Accounts for the year-ended 31 March | | AGM of the Company or 15 months from | | fractional entitlements as they consider | | | 2025. | | the passing of this resolution, whichever | | necessary or convenient; and | is earlier, and provided further that the | 2. To receive and adopt the Directors’ | | Company shall be entitled before such | (b) the allotment (otherwise than under | | | --- | --- | --- | --- | --- | | | Remuneration Report. | expiry to make an offer or agreement | | sub-paragraph (a) above) of equity | | | | which would or might require shares to be | | securities and/or the sale or transfer of | | 3. To re-elect Paul Dudley as a Director of the | | allotted or Rights to be granted after such | | shares held by the Company in treasury | | | Company. | expiry and the Directors shall be entitled | | (as the Directors shall deem appropriate) | | | | to allot shares and grant Rights under such | | up to an aggregate nominal amount of | | 4. To re-elect Noel Lamb as a Director of the | | offer or agreement as if this authority had | | £213,273 (representing approximately | | | Company. | not expired. | | 10.0% of the ordinary share capital of the | Company at the latest practicable date | 5. To re-elect Ken Lever as a Director of the | | Special Resolutions | | | before publication of this Notice). | | --- | --- | --- | --- | --- | --- | | | Company. | 8. THAT, subject to and conditional upon | | | | | | | | the passing of resolution 7 above, the | and this authority shall expire at the conclusion | | | 6. To reappoint MacIntyre Hudson LLP | | | Directors of the Company be empowered | of the next AGM of the Company or 15 months | | | | (trading as MHA) as auditors to the | | under section 570 of the Companies Act | from the passing of this resolution, whichever | | | | Company to hold office until the | | 2006 (the Act) to allot equity securities | is earlier, that the Company may before such | | | | conclusion of the next general meeting | | (within the meaning of section 560 of | expiry make offers or agreements which | | | | at which accounts are laid before the | | the Act) for cash and/or to sell or transfer | would or might require equity securities to be | | | | members and to authorise the Directors to | | shares held by the Company in treasury | allotted after such expiry and the Directors of | | | | determine their fees. | | (as the Directors shall deem appropriate) | the Company may allot equity securities under | | | | | | under the authority conferred on them | such offers or agreements as if the power | | | | | | under section 551 of the Act by resolution | conferred by this resolution had not expired | | | | | | 8 above as if section 561(1) of the Act did | and provided further that this authority shall be | | | | | | not apply to any such allotment provided | in substitution for, and to the exclusion of, any | | | | | | that this power shall be limited to: | existing authority conferred on the Directors. | | ## 50 Rockwood Strategic Plc Financial Other Overview Governance Statements Information | 9. THAT, subject to and conditional upon | | 10. THAT, the Company be generally and | | 11. That a general meeting other than an | | | --- | --- | --- | --- | --- | --- | | | the passing of resolution 7 above, and | | unconditionally authorised to make | | Annual General Meeting may be called on | | | in addition to the authority granted in | | market purchases (as defined in the | | not less than 14 clear days’ notice during | | | resolution 8, the Directors of the Company | | Companies Act 2006) of Ordinary Shares | | the period from the date of the passing | | | be empowered under section 570 of the | | in the capital of the Company (Ordinary | | of this resolution until the conclusion of | | | Companies Act 2006 (the Act) to allot | | Shares) on such terms and in such manner | | the next Annual General Meeting of the | | | equity securities (within the meaning | | as the Directors may from time to time | | Company. | | | of section 560 of the Act) for cash and/ | | determine, provided that: | | | | | or to sell or transfer shares held by the | | | By order of the Board | | | | Company in treasury (as the Directors shall | (a) the maximum number of Ordinary Shares | | | | | | deem appropriate) under the authority | | authorised to be purchased shall be | Ben Harber | | | | conferred on them under section 551 of | | 6,398,199; | Company Secretary | | the Act by resolution 8 above as if section 17 June 2025 561(1) of the Act did not apply to any such (b) the minimum price which may be paid for allotment provided that this power shall be an Ordinary Share is the nominal value Registered Office: C/O Arch Law, Floor 2, limited to: of an Ordinary Share at the time of the 8 Bishopsgate, London EC2N 4BQ purchase; (a) the allotment of equity securities in | connection with any rights issue or other | (c) the maximum price which may be paid | | | --- | --- | --- | | pro-rata offer in favour of the holders of | | for an Ordinary Share is an amount equal | | Ordinary Shares in the Company where the | | to 105.0% of the average of the middle | | equity securities respectively attributable | | market quotations for an Ordinary Share | | to the interests of all such holders of | | (as derived from the Daily Official List) | | shares are proportionate (as nearly as | | for the five business days immediately | | may be) to the respective numbers of | | preceding the date on which the Ordinary | | shares held by them, provided that the | | Share is contracted to be purchased; | Directors of the Company may make such arrangements in respect of overseas (d) the minimum and maximum prices holders of shares and/or to deal with per Ordinary Share referred to in sub- fractional entitlements as they consider paragraphs (b) and (c) of this resolution are necessary or convenient; and in each case exclusive of any expenses payable by the Company. (b) the allotment (otherwise than under | sub-paragraph (a) above) of equity | (e) the authority conferred by this resolution | | | --- | --- | --- | | securities and/or the sale or transfer of | | shall expire at the end of the AGM in | | shares held by the Company in treasury | | 2026 or 15 months from the passing of | | (as the Directors shall deem appropriate) | | this resolution, whichever is earlier, if | | up to an aggregate nominal amount of | | unless such authority is varied, revoked | | £213,273 (representing approximately | | or renewed prior to such time by the | | 10.0% of the ordinary share capital of the | | Company in general meeting; and | Company at the latest practicable date before publication of this Notice). (f) the Company may make a contract to purchase Ordinary Shares under the | and this authority shall expire at the conclusion | authority hereby conferred prior to the | | --- | --- | | of the next AGM of the Company or 15 months | expiry of such authority which will or may | | from the passing of this resolution, whichever | be completed wholly or partly after the | | is earlier, provided that the Company may | expiration of such authority. | before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors of the Company may allot equity securities under such offers or agreements as if the power conferred by this resolution had not expired and provided further that this authority shall be in substitution for, and to the exclusion of, any existing authority conferred on the Directors. ## 51Rockwood Strategic Plc ## Notice of Annual General Meeting (continued) | Notice of Meeting Notes: | Æ in the case of CREST members, by utilising | | 8. The return of a completed form of proxy, | | | --- | --- | --- | --- | --- | | The following notes explain your general rights as a | | the CREST electronic proxy appointment | | electronic filing or any CREST Proxy Instruction | | shareholder and your right to attend and vote at this | | service in accordance with the procedures | | (as described in note 11 below) will not prevent | | Meeting or to appoint someone else to vote on your | | set out below. | | a shareholder from attending the Meeting and | | behalf. | | | | voting in person if he/she wishes to do so. | Æ if you are an institutional investor, you may As mentioned above, the Company advises 1. To be entitled to attend and vote at the Meeting also be able to appoint a proxy electronically shareholders to vote electronically, or to appoint (and for the purpose of the determination by the via the Proxymity platform, a process the Chair as their proxy as physical attendance Company of the number of votes they may cast), which has been agreed by the Company in person may now be permitted. | shareholders must be registered in the Register | and approved by the Registrar. For further | | | | --- | --- | --- | --- | | of Members of the Company at close of trading | information regarding Proxymity, please go | 9. CREST members who wish to appoint a proxy | | | on Friday, 25 July 2025. Changes to the Register | to www.proxymity.io. Your proxy must be | | or proxies through the CREST electronic proxy | | of Members after the relevant deadline shall be | lodged by 11.30am on Friday, 25 July 2025 | | appointment service may do so for the Meeting | | disregarded in determining the rights of any | in order to be considered valid or, if the | | (and any adjournment of the Meeting) by using | | person to attend and vote at the Meeting. | meeting is adjourned, by the time which is | | the procedures described in the CREST Manual | | | 48 hours before the time of the adjourned | | (available from www.euroclear.com)). CREST | 2. Shareholders, or their proxies, intending to meeting. Before you can appoint a proxy Personal Members or other CREST sponsored attend the Meeting in person are requested, if via this process you will need to have members, and those CREST members who possible, to arrive at the Meeting venue at least agreed to Proxymity’s associated terms have appointed a service provider(s), should 20 minutes prior to the commencement of the and conditions. It is important that you refer to their CREST sponsor or voting service Meeting at 9.40am (UK time) on Tuesday, 29 July read these carefully as you will be bound provider(s), who will be able to take the 2025 so that their shareholding may be checked by them and they will govern the electronic appropriate action on their behalf. against the Company’s Register of Members and appointment of your proxy. An electronic attendances recorded. 10. In order for a proxy appointment or instruction proxy appointment via the Proxymity made by means of CREST to be valid, the 3. Shareholders are entitled to appoint another platform may be revoked completely by appropriate CREST message (a ‘CREST Proxy person as a proxy to exercise all or part of sending an authenticated message via the Instruction’) must be properly authenticated in their rights to attend and to speak and vote on platform instructing the removal of your accordance with Euroclear UK & International their behalf at the Meeting. A shareholder may proxy vote; Limited’s specifications and must contain the appoint more than one proxy in relation to the In order for a proxy appointment to be valid information required for such instructions, as Meeting provided that each proxy is appointed a form of proxy must be completed. In each described in the CREST Manual. The message to exercise the rights attached to a different case the form of proxy must be received by must be transmitted so as to be received by Ordinary Share or Ordinary Shares held by that by MUFG Corporate Markets, PXS1, Central the issuer’s agent (ID RA10) by 11.30am on shareholder. A proxy need not be a shareholder Square, 29 Wellington Street, Leeds LS1 4DL by Friday, 25 July 2025. For this purpose, the time of the Company. 11.30am on Friday, 25 July 2025. of receipt will be taken to mean the time (as 4. In the case of joint holders, where more than determined by the timestamp applied to the Shareholders can vote electronically via the one of the joint holders’ purports to appoint a message by the CREST application host) from Investor Centre, a free app for smartphone and proxy, only the appointment submitted by the which the issuer’s agent is able to retrieve the tablet provided by MUFG Corporate Markets (the most senior holder will be accepted. Seniority message by enquiry to CREST in the manner Company’s registrar). It allows you to securely is determined by the order in which the names prescribed by CREST. After this time, any manage and monitor your shareholdings in of the joint holders appear in the Company’s change of instructions to proxies appointed real time, take part in online voting, keep your Register of Members in respect of the joint through CREST should be communicated to the details up to date, access a range of information holding (the first named being the most senior). appointee through other means. including payment history and much more. The 5. A vote withheld is not a vote in law, which app is available to download on both the Apple 11. CREST members and, where applicable, their | | means that the vote will not be counted in the | App Store and Google Play, or by scanning the | CREST sponsors or voting service providers | | --- | --- | --- | --- | | | calculation of votes for or against the resolution. | relevant QR code below. Alternatively, you may | should note that Euroclear UK & International | | | If no voting indication is given, your proxy | access the Investor Centre via a web browser at: | Limited does not make available special | | | will vote or abstain from voting at his or her | https://uk.investorcentre.mpms.mufg.com/. | procedures in CREST for any particular | | | discretion. Your proxy will vote (or abstain from | | message. Normal system timings and | | | voting) as he or she thinks fit in relation to any | | limitations will, therefore, apply in relation to | | | other matter which is put before the Meeting. | | the input of CREST Proxy Instructions. It is the | | 6. You can vote either: | | | responsibility of the CREST member concerned | to take (or, if the CREST member is a CREST Æ electronically via the Investor Centre app or personal member, or sponsored member, or web browser at https://uk.investorcentre. has appointed a voting service provider(s), mpms.mufg.com/. to procure that his CREST sponsor or voting | Æ You may request a hard copy form | | | service provider(s) take(s)) such action as | | --- | --- | --- | --- | | | of proxy directly from the registrars, | | shall be necessary to ensure that a message | | | MUFG Corporate Markets, on Tel: | | is transmitted by means of the CREST system | | | 0371 664 0300. Calls are charged at | | by any particular time. In this connection, | | | the standard geographic rate and will | 7. If you return more than one proxy appointment, | | CREST members and, where applicable, their vary by provider. Calls outside the either by paper or electronic communication, CREST sponsors or voting system providers are United Kingdom will be charged at the the appointment received last by the Registrar referred, in particular, to those sections of the applicable international rate. Lines are before the latest time for the receipt of proxies CREST Manual concerning practical limitations open between 09:00 – 17:30, Monday will take precedence. You are advised to read of the CREST system and timings. The Company to Friday excluding public holidays in the terms and conditions of use carefully. may treat as invalid a CREST Proxy Instruction England and Wales. Alternatively, you Electronic communication facilities are open to in the circumstances set out in Regulation 35(5) can email MUFG Corporate Markets at all shareholders and those who use them will not (a) of the Uncertificated Securities Regulations shareholderenquiries@cm.mpms.mufg. be disadvantaged. 2001. com. ## 52 Rockwood Strategic Plc Overview Governance Financial Statements Other Information 12. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares. 13. As at 16 June 2025 (being the latest practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consists of 42,654,663 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 16 June 2025 are 42,654,663. 14. Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered. 15. The following documents are available for inspection during normal business hours at the registered office of the Company on any business day from the date of this Notice until the time of the Meeting and may also be inspected at the Meeting venue, as specified in this Notice, from 10am am on the day of the Meeting until the conclusion of the Meeting; copies of the Directors' letters of appointment or service contracts. 16. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company's website. Rockwood Strategic Plc 53 ## Corporate ## Information | Directors | Bankers | Registrars | | --- | --- | --- | | N Lamb (Chairman) | Caceis Bank | MUFG Corporate Markets | | P Dudley | UK Branch | Central Square | | K Lever | Broadwalk House | 29 Wellington St | | | 5 Appold Street | Leeds | | Company Secretary (up to 18 June 2025) | London | LS1 4DL | | SGH Company Secretaries Limited | EC2A 2DA | | | 6th Floor | | Financial Advisor and Broker | | 60 Gracechurch Street | Solicitors | Singer Capital Markets | | London | Shoosmiths LLP | 1 Bartholomew Lane | | EC3V 0HR | 1 Bow Churchyard | London | | | London | EC2N 2AX | | Company Secretary (from 19 June 2025) | EC4M 9DQ | | Ben Harber | Woodham Corporate Services Limited | Auditor | | | --- | --- | --- | | 31 Orchard Avenue | MHA | Please contact a member of the Rockwood | | Woodham | Building 4 | Strategic team if you wish to discuss your | investment or provide feedback on this Addlestone Foundation Park document. Rockwood Strategic is committed Surrey Roxborough Way to meeting the needs and expectations KT15 3EA Maidenhead of all stakeholders and welcomes any SL6 3UD suggestions to improve its service delivery. Registered Office (up to 18 June 2025) https://www.rockwoodstrategic.co.uk/ 6th Floor 60 Gracechurch Street London EC3V 0HR Registered Office (from 19 June 2025) C/O Arch Law Limited Floor 2 8 Bishopsgate London EC2N 4BQ Investment Manager Harwood Capital LLP until 31 March 2025 6 Stratton St London W1J 8LD Rockwood Asset Management (a trading name of Harwood Private Capital LLP which is part of the Harwood Capital Group) – from 1 April 2025. ## 54 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## Notes ## 55Rockwood Strategic Plc ## Notes ## 56 Rockwood Strategic Plc Financial Other Overview Governance Statements Information ## 57Rockwood Strategic Plc