31 March ## 2026 ## Compounding wealth long-term ### Rockwood Strategic Plc ### Report and Accounts for the year ended 31 March 2026 ## Overview Rockwood Strategic plc (“RKW”) is an 02 Chairman’s Statement ## Investment Trust listed on the Main Financial Statements ## Market of the London Stock Exchange 03 Directors’ Responsibility Statement 04 Independent Auditor’s Report ## that invests in a focused portfolio of 09 Statement of Comprehensive Income 10 Statement of Financial Position ## smaller UK public companies. 11 Statement of Cash Flows 12 Statement of Changes in Equity ## The strategy identifies undervalued 13 Notes to the Financial Statements ## Governance investment opportunities, where the 24 Audit Committee Report ## potential exists to improve returns and 26 Board of Directors 28 Investment Manager’s Report ## where the company is benefitting, or 35 About the Investment Manager 36 Strategic Report 2026 ## will benefit, from operational, strategic 44 Corporate Governance Report ## 47 Directors’ Remuneration Report or management changes. These unlock, 49 Directors’ Remuneration Policy ## 50 Directors’ Report create or realise value for investors. Other Information 52 Glossary/Alternative Performance Measures (APMS) 53 Corporate Information 54 Notice of Annual General Meeting Throughout this report we use the more concise terms RKW or the Company. Rockwood Strategic Plc Overview Financial Statements Governance Other Information # Highlights Highlights for the period include: → Significant new investor demand resulted in issuance of 17.3 million new shares, increasing share count by 44.5% and, alongside performance, growing NAV to £149.4m from £96.6m. NAV has grown 200% in the past three years. → NAV Total Return performance in the twelve months to 31 March 2026 of 7.1% to 266.44p/share*, which compares to a rise in the FTSE Aim All-Share of 5.1% and a rise in the FTSE Small Cap (ex-ITs) of 8.9%. The Total Shareholder Return in this period was 2.4%*. In March the NAV was affected by the stock market reaction to the U.S. military action against Iran. Since period end to 12 June 2026 the fund's NAV has risen 17.0%. → NAV Total Return performance in the three years to 31 March 2026 of 36.3%, which compares to the FTSE Small Cap (ex-ITs) of 20.7% and the FTSE Aim All-Share of -11.4%. The Total Shareholder Return in this period was 42.6%*. → NAV Total Return performance in the five years to 31 March 2026 of 97.4%, which compares to the FTSE Small Cap (ex-ITs) of 5.0% and the FTSE Aim All-Share of -40.1%. The Total Shareholder Return in this period was 105%*. This is the best performance of all UK Equity Investment Trusts over this period per The Association of Investment Companies. → External recognition of strategy performance and competitive differentiation via multiple Industry awards during the period. * These are considered to be Alternative Performance Measures (APMs). See APMs on page 52. Rockwood Strategic Plc 01 ## Chairman’s ## Statement Noel Lamb Chairman Rockwood Strategic Plc Dear Shareholder, | I am pleased to report another year of progress | our new fellow shareholders. Managing these | of Audit Chair for many years, which is being | | --- | --- | --- | | for Rockwood Strategic plc (“RKW”). RKW | in-flows is no easy task for a concentrated | passed onto Paul Dudley, also a qualified | | has grown Net Asset Value (“NAV”) per share, | investment approach in a relatively illiquid | Chartered Accountant. On behalf of the Board, | | increased assets through new issuance and | asset class and it has been encouraging to see | the Manager, and all shareholders, I extend our | | maintained the share price at a premium to | four new investments during the year alongside | greatest thanks to Ken for his contribution, | | NAV for almost the entire period. RKW remains | support for a number of existing holdings. We | enabling Rockwood to become what it is today. I | | one of the very best performing UK small | finished the year fully invested. | also warmly welcome Sangita Shah to the Board. | | companies funds, according to Association of | | Her corporate background is on the Boards of | | Investment Companies data for the previous | Once more I write to you highlighting that | publicly quoted companies, the range and extent | | three and five years ended 31 March 2026. | geo-political and macro-economic headlines | of which is impressive. Currently serving as | | | continue to dominate sentiment. However, it is | Chair of the Quoted Companies Alliance, we are | | NAV Total Return performance in the twelve | evident RKW’s highly stock specific approach | delighted to add her perspectives, experience | | months to 31 March 2026 was 7.1% which | can identify opportunities which create | and insights to the Board. | | compares to a rise in the FTSE Aim All-Share of | significant value for shareholders irrespective | | | 5.1% and a rise in the FTSE Small Cap (ex-ITs) | of external events; Vanquis Banking Group and | The Board believes that, until the Company has | | of 8.9%. The Total Shareholder Return in this | Capital Limited were of particular note in 2026. | gained greater scale, it will retain the greatest | | period was 2.4%. Whilst this result lags returns | | capital allowable to maximise the compounding | | in prior years, the negative impact in March on | During the year from 1 April 2025 to 31 March | of NAV growth. Our Dividend policy is that at | | markets and the portfolio’s valuation due to the | 2026 the shares maintained an average 1.18% | least 85% of net income after expenses will | | conflict in the Middle East took the shine off | price premium to NAV. They closed at a small | be paid to shareholders. During the period, | | considerable fundamental and value creation | discount as market volatility around President | modest levels of portfolio income did not exceed | | progress in the portfolio in the prior 11 months. | Trump’s actions in the Persian Gulf unnerved | running expenses and thus no dividend will be | | I have added, as have other Board members | investors. We fully expect to return to a modest | paid. We have also decided to lead by example | | and your Manager to their shareholdings on this | premium in the near future. | regarding our concerns, shared by our Manager, | | recent weakness of the NAV per share. | | that the order of modern Annual Reports has | It was also pleasing to see further external inadvertently drifted away from its primary Our approach is clearly differentiated from industry recognition of our progress, with purpose – to present the audited financial other UK small company funds; concentrated, Rockwood Strategic winning ‘Best for Small statements, unadjusted, to stakeholders to ‘value’ focused, seeking ‘recovery’ situations Cap’ at the QuotedData Awards, ‘Investment review. As such we are moving a considerable and adding value through active engagement Company of the Year – UK Small Companies’ at amount of content to after the numbers. Our with our investments. This has been clearly the Investment Week Awards and ‘UK Smaller AGM will be held on 28 July 2026 for those that working over the medium-term and we have Companies Trust’ of the year at the Citywire would like to meet the Board members and no desire to change. However, the nominal Investment Trust Awards. The Board also noted Investment Manager in person. level of £250 million market capitalisation (set Richard Staveley, your manager, was nominated over ten years ago), under which the strategy for Fund Manager of the Year at the Plc Awards. Yours sincerely, must ‘predominantly’ invest at the point of With regards to the Board, Ken Lever, will step investment, needs adapting for inflation and down after ten and a half years at the AGM. market evolution. The Board has therefore He has been an outstanding director who has increased flexibility into the strategy, enabling Noel Lamb provided continuity and a steady hand over the ’majority’ of new investments to be made Chairman RKW turbulent times. Ken experienced the original below that level. appointment of Richard Staveley as lead 16 June 2026 | The growth in Rockwood due to the equity | manager and was instrumental in conducting | | --- | --- | | issuance programme has been material, one | the Strategic Review of 2021 which concluded | | of the largest by value of all Investment Trusts | with Harwood’s appointment and Richard | | in the UK in the period. We warmly welcome all | returning as Manager. Ken has held the role | ## 02 Rockwood Strategic Plc Financial Other Overview Statements Governance Information ## Directors’ Responsibility ## Statement | The Directors are responsible for preparing the | The Directors are responsible for keeping | Æ the Strategic Report and the Report of | | | --- | --- | --- | --- | | Annual Report and the financial statements | adequate accounting records that are | | the Directors includes a fair review of the | | in accordance with applicable law and | sufficient to show and explain the Company’s | | development and performance of the | | 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 year. | its financial statements and the Directors’ | | | | The Directors elected under company law and | Remuneration Report comply with the | We consider the Annual Report and financial | | | are required under the Listing Rules of the | Companies Act 2006. They are responsible | statements, taken as a whole, are fair, | | | Financial Conduct Authority to prepare the | for such internal control as they determine | balanced and understandable and provide | | | financial statements in accordance with UK- | is necessary to enable the preparation of | the information necessary for shareholders | | | adopted International Accounting Standards. | financial statements that are free from | to assess the Company’s position and | | | | material misstatement, whether due to fraud | performance, business model and strategy. | | | The financial statements are required by law | or error, and have general responsibility for | | | | and UK-adopted International Accounting | taking such steps as are reasonably open to | Website publication | | | Standards to present fairly the financial | them to safeguard the assets of the Company | The Directors are responsible for ensuring that | | | position and performance of the company. | and to prevent and detect fraud and other | the Annual Report and Financial Statements | | | The Companies Act 2006 provides in | irregularities. | are made available on a website. Financial | | | relation to such financial statements that | | Statements are published on the Company’s | | | references in the relevant part of that Act to | Under applicable law and regulations, the | website in accordance with legislation in the | | | financial statements giving a true and fair | Directors are also responsible for preparing | United Kingdom governing the preparation | | | view are references to their achieving a fair | a Strategic Report, Directors’ Report, | and dissemination of Financial Statements, | | | presentation. | Directors’ Remuneration Report and Corporate | which may vary from legislation in other | | | | Governance Statement that complies with that | jurisdictions. The maintenance and integrity | | | Under company law the Directors must not | law and those regulations. | of the Company’s website is the responsibility | | | approve the financial statements unless they | | of the Directors. The Directors’ responsibility | | | are satisfied that they give a true and fair view | The Directors are responsible for the | also extends to the ongoing integrity of the | | | of the state of affairs of the Company and of | maintenance and integrity of the corporate | Financial Statements contained herein. | | | the profit or loss for that period. In preparing | and financial information included on the | | | | these financial statements, the Directors are | company’s website. Legislation in the UK | For and on behalf of the Board | | | required to: | governing the preparation and dissemination of | | | financial statements may differ from legislation Æ select suitable accounting policies and in other jurisdictions. then apply them consistently; Noel Lamb Each of the directors, whose names and Chairman Æ make judgements and accounting functions are listed in the strategic report estimates that are reasonable and prudent; 16 June 2026 on page 36 confirm that to the best of each Æ state whether they have been prepared in person’s knowledge: accordance with UK-adopted International Accounting Standards, subject to any Æ the financial statements, prepared in material departures disclosed and accordance with UK-adopted International explained in the Financial Statements; Accounting Standards, give a true and fair view of the assets, liabilities, financial Æ prepare the Financial Statements position and profit or loss of the Company on the going concern basis unless it taken as a whole; is inappropriate to presume that the Company will continue in business. Æ considered the going concern statement of the Company; and ## 03Rockwood Strategic Plc ## 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 5 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 2026. 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 Cash Flows; individually or collectively, may cast significant in accordance with those requirements. doubt on the Company’s ability to continue as Æ the Statement of Changes in Equity; 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 the it has applied the UK Corporate Governance concluded that the Directors’ use of the going Company’s financial statements is applicable Code, we have nothing material to add or concern basis of accounting in the preparation law and UK adopted international accounting draw attention to in relation to the Directors’ of the financial statements is appropriate. 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 2026 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 this its business model as a closed-ended report. investment fund. ## 04 Rockwood Strategic Plc Overview Financial^{}[] Statements Governance Other^{}[] Information # **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 | 2025 | | | --- | --- | --- | --- | | Overall materiality | £1,490k | £966k | 1% (2025: 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 | | | --- | --- | | **Financial Statement elements** | Investments held at fair value through profit or loss £144.8m (2025: £95.6m) (Note 8). | | **Key audit matter description** | The investment portfolio at the year-end comprised of 25 level 1 quoted equity investments (£145m - 99.9% of the total portfolio by value) and one level 3 unquoted investment (£126k - 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 as these investments are the key drivers of the Company's NAV and, when also compared to the materiality of the financial statements as a whole, are 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. Although the majority of investments comprise quoted Level 1 securities with observable market prices, this area remained a key audit matter due to the significance of the investment portfolio to the Company's net asset value and investment performance, together with the audit effort focused on verifying the existence and valuation of investments. Given the significance of the investment portfolio to the financial statements, audit attention was also focused on confirming the existence of holdings through independent custodian confirmations. | | **How the scope of our audit responded to the key audit matter** | We responded to this matter by testing the valuation and ownership of the whole portfolio of quoted investments, representing 99.9% of the total portfolio by value). We performed the following procedures: → Confirmed the year-end bid price used by management by agreeing to externally quoted prices; → Obtained third-party confirmation of the number of shares held per investment in-hand at the balance sheet date; → Recalculated the stated valuation by multiplying the number of shares held per the third-party custodian statement by the valuation per share; and → 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 the Company's Audit Committee** | Based on our procedures performed we did not identify any matters to suggest the valuation or ownership of investments was not appropriate. | Rockwood Strategic Plc 05 ## Independent Auditor’s Report (continued) Our application of materiality The control environment Strategic report and directors report Our definition of materiality considers the value We evaluated the design and implementation In our opinion, based on the work undertaken in of error or omission on the financial statements of those internal controls of the Company the course of the audit: that, individually or in aggregate, would which are relevant to our audit, such as those change or influence the economic decision relating to the financial reporting cycle. Æ the information given in the strategic of a reasonably knowledgeable user of those report and the directors’ report for the financial statements. Misstatements below Climate-related risks financial year for which the financial these levels will not necessarily be evaluated In planning our audit and gaining an statements are prepared is consistent with as immaterial as we also take account of the understanding of the Company, we considered the financial statements; and nature of identified misstatements, and the the potential impact of climate-related risks Æ the strategic report and the directors’ particular circumstances of their occurrence, on the business and its financial statements. report have been prepared in accordance when evaluating their effect on the financial We assessed the risk based on our own with applicable legal requirements. statements as a whole. Materiality is used in understanding. We considered the climate- planning the scope of our work, executing that related regulatory and legislative requirements In the light of the knowledge and understanding work and evaluating the results. the Company is subject to. We then engaged of the Company and its environment obtained internal specialists to assess, amongst in the course of the audit, we have not Materiality in respect of the Company was set other factors, the nature of the Company’s identified material misstatements in the at £1,490,000 (2025: £966,000) which was activities and its reporting requirements. We strategic report or the directors’ report. determined on the basis of 1% (2025: 1%) of have assessed the impact of climate on the the Company’s net assets. This was deemed business as not being material to the financial Directors’ remuneration report to be the appropriate benchmark for the statements. Those aspects of the director’s remuneration calculation of materiality as this is a key area of report which are required to be audited have the financial statements with which the users Reporting on other information been prepared in accordance with applicable of the financial statements are principally The other information comprises the legal requirements. concerned, by virtue of being a closed-ended information included in the annual report investment fund. Such focus is driven by the other than the financial statements and our Corporate governance statement performance of the entity’s investments, driven auditor’s report thereon. The directors are We have reviewed the directors’ statement in largely by changes in the Company’s net asset responsible for the other information contained relation to going concern, longer-term viability value (“NAV”) and its subsequent relationship to within the annual report. Our opinion on the and that part of the Corporate Governance the share price. financial statements does not cover the Statement relating to the entity’s compliance other information and, except to the extent with the provisions of the UK Corporate Performance materiality is the application otherwise explicitly stated in our report, we do Governance Code specified for our review by of materiality at the individual account or not express any form of assurance conclusion the Listing Rules. balance level, set at an amount to reduce, to thereon. Our responsibility is to read the other an appropriately low level, the probability that information and, in doing so, consider whether Based on the work undertaken as part of the aggregate of uncorrected and undetected the other information is materially inconsistent our audit, we have concluded that each of misstatements exceeds materiality for the with the financial statements or our knowledge the following elements of the Corporate financial statements as a whole. obtained in the course of the audit, or Governance Statement is materially consistent otherwise appears to be materially misstated. with the financial statements and our Performance materiality for the Company If we identify such material inconsistencies knowledge obtained during the audit: was set at £894,000 (2025: £579,000) which or apparent material misstatements, we are represents 60% (2025: 60%) of the above required to determine whether this gives rise Æ Directors’ statement with regards the materiality levels. to a material misstatement in the financial appropriateness of adopting the going statements themselves. If, based on the concern basis of accounting and any The determination of performance materiality work we have performed, we conclude that material uncertainties identified as set out reflects our assessment of the risk of there is a material misstatement of this other on page 50; undetected errors existing, the nature of information, we are required to report that fact. the systems and controls and the level of Æ Director’s statement on whether it has a misstatements arising in previous audits. We have nothing to report in this regard. reasonable expectation that the group will be able to continue in operation and meets We agreed to report any corrected or its liabilities as set out on page 39; uncorrected adjustments exceeding £74,500 Æ Directors’ explanation as to its assessment to the Audit Committee as well as differences of the group’s prospects, the period this below this threshold that in our view warranted assessment covers and why the period is reporting on qualitative grounds. appropriate as set out on page 39; Æ Directors’ statement on fair, balanced and understandable as set out on page 3; ## 06 Rockwood Strategic Plc Financial Other Overview Statements Governance Information | Æ Board’s confirmation that it has carried out | | Æ certain disclosures of directors’ | | Extent to which the audit was considered | | --- | --- | --- | --- | --- | | | a robust assessment of the emerging and | | remuneration specified by law are not | capable of detecting irregularities, | | | principal risks as set out on page 50; | | made; or | includingfraud | Irregularities, including fraud, are instances Æ Section of the annual report that describes Æ the part of the directors’ remuneration of non-compliance with laws and regulations. the review of effectiveness of risk report to be audited is not in agreement We design procedures in line with our management and internal control systems with the accounting records and returns; responsibilities, outlined above, to detect as set out on pages 41 to 43; and or material misstatements in respect of | Æ Section describing the work of the audit | | Æ we have not received all the information | | irregularities, including fraud. | | --- | --- | --- | --- | --- | | | committee as set out on pages 24 and 25. | | and explanations we require for our audit; | | | | | | or | These audit procedures were designed to | | Opinions on other matters prescribed by the | | | | provide reasonable assurance that the financial | Æ a corporate governance statement has not Companies Act 2006 statements were free from fraud or error. The been prepared by the Company. In our opinion, based on the work undertaken in risk of not detecting a material misstatement the course of the audit: due to fraud is higher than the risk of not Responsibilities of directors detecting one resulting from error and As explained more fully in the directors’ Æ the information about internal control detecting irregularities that result from fraud is responsibilities statement, the directors are and risk management systems in relation inherently more difficult than detecting those responsible for the preparation of the financial to financial reporting processes and that result from error, as fraud may involve statements and for being satisfied that they about share capital structures, given in collusion, deliberate concealment, forgery give a true and fair view, and for such internal compliance with rules 7.2.5 and 7.2.6 in the or intentional misrepresentations. Also, the control as the directors determine is necessary Disclosure Rules and Transparency Rules further removed non-compliance with laws and to enable the preparation of financial sourcebook made by the Financial Conduct regulations is from events and transactions statements that are free from material Authority (the FCA Rules), is consistent reflected in the financial statements, the less misstatement, whether due to fraud or error. with the financial statements and has been likely we would become aware of it. prepared in accordance with applicable In preparing the financial statements, the legal requirements; and Identifying and assessing potential risks directors are responsible for assessing the arising from irregularities, including fraud Æ information about the Company’s Company’s ability to continue as a going The extent of the procedures undertaken corporate governance code and practices concern, disclosing, as applicable, matters to identify and assess the risks of material and about its administrative, management related to going concern and using the misstatement in respect of irregularities, and supervisory bodies and their going concern basis of accounting unless including fraud, included the following: committees complies with rules 7.2.2, 7.2.3 the directors either intend to liquidate the and 7.2.7 of the FCA Rules. Company or to cease operations, or have no Æ We considered the nature of the industry realistic alternative but to do so. In the light of the knowledge and understanding and sector the control environment, of the Company and its environment obtained business performance including Auditor responsibilities for the audit of the in the course of the audit, we have not remuneration policies and the Company’s Financial Statements identified material misstatements in: own risk assessment that irregularities Our objectives are to obtain reasonable might occur as a result of fraud or error. Æ the information about internal control assurance about whether the financial From our sector experience and through and risk management systems in relation statements as a whole are free from material discussion with the directors, we obtained to financial reporting processes and misstatement, whether due to fraud or error, an understanding of the legal and about share capital structures, given in and to issue an auditor’s report that includes regulatory frameworks applicable to the compliance with rules 7.2.5 and 7.2.6 of the our opinion. Reasonable assurance is a high Company focusing on laws and regulations FCA Rules. level of assurance but is not a guarantee that that could reasonably be expected to have an audit conducted in accordance with ISAs a direct material effect on the financial Matters on which we are required to report by (UK) will always detect a material misstatement statements, such as provisions of the exception when it exists. Companies Act 2006, UK tax legislation We have nothing to report in respect of the for Investment Trust entities or those that following matters in relation to which the Misstatements can arise from fraud or error had a fundamental effect on the operations Companies Act 2006 requires us to report to and are considered material if, individually of the Company including the regulatory you if, in our opinion: or in aggregate, they could reasonably be and supervisory requirements of the expected to influence the economic decisions Disclosure Rules and Transparency Rules Æ adequate accounting records have not of users taken on the basis of these financial sourcebook made by the Financial Conduct been kept, or returns adequate for our statements. Authority (the FCA Rules). audit have not been received by branches not visited by us; or A further description of our responsibilities for the Financial Statements is Æ the financial statements are not in located on the FRC’s website at: agreement with the accounting records www.frc.org.uk/auditorsresponsibilities.This and returns; or description forms part of our auditor’sreport. ## 07Rockwood Strategic Plc ## Independent Auditor’s Report (continued) | Æ We enquired of the directors and | | Æ evaluating the business rationale | | Use of our report | | --- | --- | --- | --- | --- | | | management including the audit | | of significant transactions outside | This report is made solely to the Company’s | | | committee, Investment Manager and | | the normal course of business, and | members, as a body, in accordance with | | | Administrator concerning the Company’s | | reviewing accounting estimates for | Chapter 3 of Part 16 of the Companies Act | | | policies and procedures relating to: | | bias; | 2006. Our audit work has been undertaken so | that we might state to the Company’s members Æ identifying, evaluating and Æ enquiry of management around those matters we are required to state to them complying with the laws and actual and potential litigation and in an auditor’s report and for no other purpose. regulations and whether they were claims. To the fullest extent permitted by law, we do aware of any instances of non- Æ challenging the assumptions and not accept or assume responsibility to anyone compliance; judgements made by management in other than the Company and the Company’s Æ detecting and responding to the its significant accounting estimates; members as a body, for our audit work, for this risks of fraud and whether they report, or for the opinions we have formed. Æ reviewing the calculation in relation had any knowledge of actual or to Investment Trust compliance suspected fraud; and The Company is required to include these to check that the Company was financial statements in an annual financial Æ the internal controls established meeting its requirements to retain report prepared under Disclosure Guidance to mitigate risks related to fraud their Investment Trust Status. This and Transparency Rules 4.1.15R to 4.1.18R. or non-compliance with laws and included a review of other qualitative This auditor’s report provides no assurance regulations. factors and ensuring compliance over whether the annual financial report has with these; and Æ We assessed the susceptibility of the been prepared in accordance with those Company’s financial statements to material Æ obtaining confirmations from third requirements. misstatement, including how fraud parties to confirm existence of a might occur by evaluating management’s sample of balances. incentives and opportunities for Æ the Senior Statutory Auditor considered manipulation of the financial statements. Jason Mitchell MBA BSc FCA the experience and expertise of the This included utilising the spectrum of (Senior Statutory Auditor) engagement team to ensure that the inherent risk and an evaluation of the risk team had the appropriate competence For and on behalf of MHA, Statutory Auditor of management override of controls. | | | | and capabilities; and | Maidenhead, UK | | --- | --- | --- | --- | --- | | Audit response to risks identified | | Æ we communicated relevant laws and | | 16 June 2026 | | In respect of the above procedures: | | | regulations and potential fraud risks to all | | | | | | engagement team members, including | MHA is the trading name of MHA Audit Services | | Æ we corroborated the results of our | | | experts, and remained alert to any | LLP, a limited liability partnership in England | | | enquiries through our review of the | | indications of fraud or non-compliance | and Wales (registered number OC455542) | | | minutes of the Company’s board and audit | | with laws and regulations throughout the | | | | committee meetings throughout the | | audit. | | period; Other requirements Æ audit procedures performed by the We were appointed by the Directors on engagement team in connection with the 4 February 2025. The period of total risks identified included: uninterrupted engagement including previous Æ reviewing financial statement renewals and reappointments of the firm is disclosures and testing to 2 years. the underlying supporting documentation to assess We did not provide any non-audit services compliance with applicable laws and which are prohibited by the FRC’s Ethical regulations expected to have a direct Standard to the Company, and we remain impact on the financial statements. independent of the Company in conducting our audit. Æ confirming the completeness of the journal population and testing a sample of journal entries based on identified risk criteria, back to suitable explanation and supporting documentation; ## 08 Rockwood Strategic Plc Financial Other Overview Statements Governance Information ## Statement of ## ComprehensiveIncome for the year ended 31 March 2026 | | | | Year ended | | | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 31 March 2026 | | | | | 31 March 2025 | | | | | Revenue | | | Capital | Total | Revenue | | | Capital | Total | | Notes | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | Income 2 1,623 – 1,623 1,299 – 1,299 Net gains on investments at fair value – 5,598 5,598 – 15,171 15,171 Total income 1,623 5,598 7,221 1,299 15,171 16,470 Administrative expenses Investment Manager fee 3 (1,349) – (1,349) (889) – (889) Performance fee 3 – – – – (1,090) (1,090) Other expenses 4 (775) (194) (969) (711) (158) (869) (Loss)/profit before taxation (501) 5,404 4,903 (301) 13,923 13,622 Taxation 5 – – – – – – (Loss)/profit for the year (501) 5,404 4,903 (301) 13,923 13,622 Basic and Diluted earnings per ordinary share for profit from continuing operations and for profit for the year (pence) 6 (1.05p) 11.27p 10.22p (0.87p) 40.15p 39.28p 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”). All items in the above Statement derive from continuing operations. No operations were acquired or discontinued during the period. The notes on pages 13 to 23 form part of these Financial Statements. ## 09Rockwood Strategic Plc ## Statement of ## Financial Position as at 31 March 2026 | | 31 March | | 31 March | | | --- | --- | --- | --- | --- | | | | 2026 | | 2025 | | Notes | | £’000 | | £’000 | Non-current assets Investments at fair value through profit or loss 8 144,888 95,624 Current assets Cash and cash equivalents 4,766 2,561 Trade and other receivables 9 122 122 4,888 2,683 Total assets 149,776 98,307 Current liabilities Trade and other payables 10 (347) (641) Performance fee payable 11 – (1,090) Total liabilities (347) (1,731) Net current assets 149,429 952 Net assets 149,429 96,576 Represented by: Share capital 12 2,804 1,941 Share premium account 89,949 42,862 Revenue reserve 17,560 18,061 Capital reserve 27,762 22,358 Capital redemption reserve 11,354 11,354 Total equity 149,429 96,576 The NAV per share on 31 March 2026 is 266.44 pence (2025: 248.79 pence). These Financial Statements were approved and authorised for issue by the Board of Directors on 16 June 2026. Signed on behalf of the Board ofDirectors. Noel Lamb Kenneth Lever Chairman Director The notes on pages 13 to 23 form part of these Financial Statements. ## 10 Rockwood Strategic Plc Financial Other Overview Statements Governance Information ## Statement of ## Cash Flows for the year ended 31 March 2026 | | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | | | | 31 March | | | 31 March | | | | | | 2026 | | | 2025 | | Notes | | | £’000 | | | £’000 | Cash flow from operating activities Profit for the year 4,903 13,622 Net gains on investments at fair value (5,598) (15,171) Decrease in trade receivables – 3 Increase in trade and other payables 10 22 (Decrease)/increase in performance fee payable (1,090) 1,090 Net cash outflow from operating activities (1,775) (434) Cash flows from investing activities Purchases of investments 8 (60,253) (37,392) Sales of investments 8 16,283 16,777 Net cash outflow from investing activities (43,970) (20,615) Cash flows from financing activities Gross proceeds of share issue 48,706 19,579 Share issue costs (756) (527) Equity dividends paid – (203) Net cash inflow from financing activities 47,950 18,849 Increase/(decrease) in cash and cash equivalents 2,205 (2,200) Reconciliation of net cash flow movements in funds Cash and cash equivalents at the beginning of the year 2,561 4,761 Increase/(decrease) in cash and cash equivalents 2,205 (2,200) Cash and cash equivalents at end of year 4,766 2,561 Purchases of investments for the year ended 31 March 2026 has been adjusted by the addition of the outstanding £417,000 due to Brokers as at 31 March 2025 and, the removal of the outstanding £113,000 due to Brokers as at 31 March 2026 as shown in note 10. Purchases of investments for the year ended 31 March 2025 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. ## 11Rockwood Strategic Plc ## Statement of Changes ## in Equity for the year ended 31 March 2026 | Ordinary | | | Share | | | | | Capital | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | Premium | | Revenue | | Capital | Redemption | | Total | | | Capital | Account | | Reserve* | | Reserve | | Reserve | Equity | | | £’000 | | £’000 | | £’000 | £’000 | | £’000 | £’000 | Opening balance as at 1 April 2025 1,941 42,862 18,061 22,358 11,354 96,576 Gross proceeds of share issue less transaction costs 863 47,087 – – – 47,950 Profit and total comprehensive income for the year – – (501) 5,404 – 4,903 Balance as at 31 March 2026 2,804 89,949 17,560 27,762 11,354 149,429 for the year ended 31 March 2025 | Ordinary | | | Share | | | | | Capital | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Share | Premium | | Revenue | | Capital | Redemption | | Total | | | Capital | Account | | Reserve* | | Reserve | | Reserve | Equity | | | £’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 less transaction costs 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 * The revenue reserve can be distributed in the form of dividends. The notes on pages 13 to 23 form part of these Financial Statements. ## 12 Rockwood Strategic Plc Overview Financial^{}[] Statements Governance Other^{}[] Information # 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 2026 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 December 2025, 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 £149.4 million (March 2025: £96.6 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. Rockwood Strategic Plc 13 ## Notes to the Financial Statements (continued) 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 £144,762,000 level 1 financial assets (31 March 2025: £95,555,000). 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 2025: £nil). Æ Level 3 – valued using significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments). There are £126,000 level 3 financial assets (31 March 2025: £69,000). 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. Exchange gains and losses, including differences arising on monetary items, are recognised in the capital and revenue columns of the statement of comprehensive income. 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. 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. ## 14 Rockwood Strategic Plc Financial Other Overview Statements Governance Information 1. Basis of preparation and material accounting policies (continued) 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 2026 there were 56,083,760 (31 March 2025: 38,817,663) Ordinary shares of 5p each in issue. 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 2025 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 2026. 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. ## 15Rockwood Strategic Plc ## Notes to the Financial Statements (continued) 2. Income | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | | | 31 March | | | 31 March | | | | | 2026 | | | 2025 | | | | Total | | | Total | | | | £’000 | | | £’000 | Income from listed investments Dividends 1,402 1,062 Loan note interest income – 46 1,402 1,108 Other income Bank interest 221 191 Total income 1,623 1,299 3. Investment management and performance fee | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | | | 31 March | | | 31 March | | | | | 2026 | | | 2025 | | | | £’000 | | | £’000 | Investment Manager fee 1,349 889 Performance fees – 1,090 1,349 1,979 Under the terms of the Investment Management Agreement (restated and novated on 28 March 2025) with Rockwood Asset Management, the Company will pay the Investment Manager a management fee and a performance fee. A monthly management fee of 1/12 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. If the Company’s NAV reduces to below £60 million (NAV threshold) as it was before 16 February 2024 the management fee is a fixed fee of £10,000 (inclusive of VAT, if any) per month. 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 not surpassed in the year and therefore there was no performance fee accrued at 31 March 2026 (2025: £1,090,000). AIC SORP guidance states that the part of performance fee directly attributable to the capital performance of the investments of an investment company should be allocated to capital. All of the investment performance of the company is directly attributable to capital and therefore the performance fee is 100% capital. All other costs including Investment management fee are allocated to revenue. ## 16 Rockwood Strategic Plc Financial Other Overview Statements Governance Information 4. Other expenses | | | Year ended | | | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 31 March 2026 | | | | | 31 March 2025 | | | | Revenue | | | Capital | Total | Revenue | | | Capital | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | Auditors remuneration – Current 56 – 56 54 – 54 – Previous – – – 9 – 9 Director's fees 117 – 117 110 – 110 Professional fees 481 – 481 452 – 452 Other general overheads 121 – 121 86 – 86 Transaction costs – 194 194 – 158 158 775 194 969 711 158 869 5. Taxation | Year ended | | | Year ended | | | | --- | --- | --- | --- | --- | --- | | | 31 March | | | 31 March | | | | | 2026 | | | 2025 | UK corporation tax Corporation tax liability at 25.0% (2025: 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% (2025: 25.0%). The differences are explained below: | | | Year ended | | | | | Year ended | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 31 March 2026 | | | | | 31 March 2025 | | | | Revenue | | | Capital | Total | Revenue | | | Capital | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | Current tax reconciliation (Loss)/profit before taxation (501) 5,404 4,903 (301) 13,923 13,622 Tax at UK corporation tax rate of 25.0% (2025: 25.0%) (125) 1,351 1,226 (75) 3,481 3,406 Tax effects of: Non-taxable dividends (350) – (350) (266) – (266) Non-deductible expenditure – – – 2 – 2 Chargeable gains not subject to tax – (1,351) (1,351) – (3,753) (3,753) Movement in deferred tax not recognised 475 – 475 339 272 611 Total tax charge for the year – – – – – – Deferred tax At 31 March 2026, the Company had losses of £45,118,000 (31 March 2025: £43,217,000) that are potentially available to offset future taxable revenue and capital losses of £102,536,000 (31 March 2025: £102,536,000) that are potentially available to offset against future taxable gains. A deferred tax asset of £36,914,000 (31 March 2025: £36,439,000), 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. ## 17Rockwood Strategic Plc ## Notes to the Financial Statements (continued) 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 2026 Year ended 31 March 2025 | | | | | 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 (501) 47,930,668 (1.05) (301) 34,678,653 (0.87) Capital 5,404 47,930,668 11.27 13,923 34,678,653 40.15 Total 4,903 10.22 13,622 39.28 7. Dividends The Company is not recommending a dividend for the year ended 31 March 2026 (2025: None). 8. Investments at fair value through profit or loss Year ended 31 March 2026 | Investments | | | | | Other | | | --- | --- | --- | --- | --- | --- | --- | | | in quoted | | | unquoted | | | | companies | | | investments | | | | | | (Level 1) | | | (Level 3) | | Total | | | | £’000 | | | £’000 | £’000 | Opening cost at beginning of year 83,073 773 83,846 Opening unrealised appreciation/(depreciation) at the beginning of the year 12,482 (704) 11,778 Opening fair value at the beginning of the year 95,555 69 95,624 Movements in the year: Transfer Between levels* Cost at transfer date (3,648) 3,648 – Unrealised loss on transfer date 3,648 (3,648) – Purchases at cost 59,949 – 59,949 Sales proceeds (16,156) (127) (16,283) Realised gains/(losses) on disposal 9,228 (646) 8,582 Change in unrealised (depreciation)/appreciation at the end of the year (3,814) 830 (2,984) Closing fair value at the end of the year 144,762 126 144,888 Closing cost at the end of the year 132,446 3,648 136,094 Closing unrealised (depreciation)/appreciation at the end of the year 12,316 (3,522) 8,794 Closing fair value at the end of the year 144,762 126 144,888 ## 18 Rockwood Strategic Plc Financial Other Overview Statements Governance Information 8. Investments at fair value through profit or loss (continued) Year ended 31 March 2025 | Investments | | | | | Other | | | --- | --- | --- | --- | --- | --- | --- | | | in quoted | | | unquoted | | | | companies | | | investments | | | | | | (Level 1) | | | (Level 3) | | Total | | | | £’000 | | | £’000 | £’000 | 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 * For the year ended 31 March 2026, there was a transfer from Level 1 to Level 3 of £3,648,000 Argentex group due to its suspension from trading on AIM. 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 2026 2025 £’000 £’000 Level 1 144,762 95,555 Level 2 – – Level 3 126 69 144,888 95,624 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 2026 and 31 March 2025, 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 2026, one investment held, Argentex Group previously Level 1 was transferred to Level 3 following its delisting from AIM) (31 March 2025: nil). ## 19Rockwood Strategic Plc ## Notes to the Financial Statements (continued) 8. Investments at fair value through profit or loss (continued) A summary of the level 3 investments are as follows: 31 March 2026 31 March 2025 Investments included £’000 Investments included £’000 Fair value Bonhill group – Bonhill group 69 Chesterfield Special Chesterfield Special Cylinders Holdings Cylinders Holdings - Warrants 126 - Warrants – 126 69 The Chesterfield Special Cylinders Holdings warrants were outstanding at year end and valued at £126,000 (31 March 2025: £nil). 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 2026. 9. Trade and other receivables | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2026 | | 2025 | | | £’000 | | £’000 | Other debtors 80 95 Prepayments 42 27 122 122 10. Trade and other payables | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2026 | | 2025 | | | £’000 | | £’000 | Due to Brokers 113 417 Trade Creditors 234 224 347 641 There were no other creditors as at 31 March 2026 (2025: none). 11. Performance fees payable | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2026 | | 2025 | | | £’000 | | £’000 | Performance fees payable – 1,090 ## 20 Rockwood Strategic Plc Overview Financial^{}[] Statements Governance Other^{}[] Information ## 12. Issued capital ### Allotted, called-up and fully paid: | For the year ended 31 March 2026 | £'000 | | --- | --- | | 38,817,663 ordinary shares of 5p each listed at 31 March 2025 | 1,941 | | 17,266,097 ordinary shares of 5p each issued in the year | 863 | | **56,083,760 ordinary shares of 5p each listed at 31 March 2026** | **2,804** | 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. As at 31 March 2026, the total number of shares in issue was 56,083,760 (2025: 38,817,663). No shares were bought back by the Company (2025: None). There are no share options outstanding at the end of the year. ### 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** | ## 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 2026, £144.8 million of the Company's net assets were invested in quoted investments, £0.1 in unquoted investments and £4.8 million in liquid balances (31 March 2025: £95.6 million in quoted investments, £0.1 in unquoted investments and £2.6 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 £144.8 million (2025: £95.6 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 2026, the Company held interests in 25 companies (2025: 24 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, 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 25.0% (2025: 25.0%) movement in overall share prices. Rockwood Strategic Plc 21 ## Notes to the Financial Statements (continued) 13. Financial instruments and financial risk management (continued) As at 31 March 2026 +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 144,762 36,191 64.53 (36,191) (64.53) 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) The impact of a change of 25.0% (2025: 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 | | | --- | --- | --- | --- | | | 2026 | | 2025 | | | £’000 | | £’000 | Cash and cash equivalents 4,766 2,561 Trade and other receivables 122 122 4,888 2,683 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 2026 and 2025 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. ## 22 Rockwood Strategic Plc Overview Financial^{}[] Statements Governance Other^{}[] Information #### 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 2026 is £149.4 million (31 March 2025: £96.6 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 £17,560 million (2025: £18,061 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. #### 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 Rockwood Asset Management and its subsidiaries. In the opinion of the Directors, there is no ultimate controlling party. 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 2026, 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 2026 | 31 March 2025 | | --- | --- | --- | | Harwood Holdco Limited | 8,340,000 Ordinary Shares | 8,340,000 Ordinary Shares | | R Staveley | 447,149 Ordinary Shares | 311,215 Ordinary Shares | #### Investment Management ("IM") Fees: The total payable to Harwood is as follows: | | 31 March 2026 | 31 March 2025 | | --- | --- | --- | | Performance fee | Nil | £1.09 million | | Management fee | £1.35 million | £0.89 million | | **Total** | **£1.35 million** | **£1.98 million** | Details of the calculations of the Investment management and performance fees can be found in note 3. There are no other material related party transactions of which we are aware in the year ended 31 March 2026. #### 16. Subsequent events note ##### Share Issues: The Company issued for cash 1,630,000 ordinary shares of 5 pence each from 1 April to 16 June 2026 from its block listing facility at an average price of 311.24 pence per share. Rockwood Strategic Plc 23 ## Audit Committee ## Report During the financial year the Audit Committee Æ Review and make recommendations to Æ Reviewed the going concern and the was chaired by Ken Lever, the Senior the Board relating to the content of the viability statement of the company; Independent Director. The other member Financial Statements and accompanying Æ The Audit Committee reviewed the audited is Paul Dudley. Ken Lever is a Chartered narrative included within the Annual controls reports for the key service Accountant and is also the Audit Committee Report; providers, including the Custodian, Fund Chair of Vertu Motors plc. The Chair is Æ Review and assess the independence, Administrator, and Share Registrar with considered to have recent and relevant objectivity and effectiveness of no significant exceptions noted. The Audit financial experience and the Audit Committee, the external audit process and the Committee also reviewed the investment as a whole, has competence in the investment approach taken to the appointment or manager’s Statement of Internal Control company sector. The Chair of Rockwood reappointment of the independent auditor; and Governance Report and noted that Strategic plc and the Investment Manager are there were no exceptions in the year, and not members of the Committee but are invited Æ Approve the remuneration of the no significant changes from the processes to attend meetings of the Committee from independent auditors; and and controls in place during the year. time to time. Representatives of the Company’s Æ Monitor and review the effectiveness of auditor attend the Committee meetings the Company’s internal financial controls, Independent Auditor at which the draft half year and full year internal control and risk management MHA Audit Services LLP conducted the audit accounts are reviewed. The Auditor is given systems. of the financial statements for the year ending the opportunity to speak to the Committee 31 March 2026. members without the presence of the manager Principal activities during the year and speaks directly with the Chair of the Audit Æ Considered the independent auditor’s The Auditor is required to rotate the audit Committee as required. annual scope and report on the full year partner every five years and the current audit accounts and the key areas of focus; partner is Jason Mitchell. As it is his second The Audit Committee operates within a audit, it is therefore anticipated that Jason scope and remit defined by specific terms Æ Reviewed the full year and half-year results, Mitchell will serve as audit partner until of reference determined by the Board. The including the underlying accounting completion of the audit process for 2029. Committee meets twice a year to review and issues, judgements and estimates and the The Committee will review the continuing discuss the Company’s half-year and full year processes underpinning the preparation appointment of the Auditor on an annual basis accounts. of those documents; and give regular consideration to the Auditor’s Æ Considered the report prepared by third- fees and independence, along with matters The principal areas of focus of the Committee party service providers with respect to raised during each audit. are: the review of internal controls, accounting systems and processes used to prepare The fees paid to MHA for audit services are set Æ Monitor the integrity of the Financial the financial information; out in note 4 of the Financial Statements. Statements of the Company and any formal announcements relating to the Æ Reviewed the information presented in the Company’s financial performance; half-year and full year reports to assess whether, taken as a whole, the reports Æ Review the significant issues/judgements are fair, balanced and understandable relating to the Financial Statements, and and the information presented enable the how these issues were addressed; shareholders to assess the Company’s Æ Ensure that the Company has followed performance and strategy; appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor; ## 24 Rockwood Strategic Plc Financial Other Overview Statements Governance Information Audit Committee Chair and membership Ken Lever has given notice of his intention not to seek re-election as Non-Executive Director at the Company’s forthcoming Annual General Meeting, on 28 July 2026. Ken will pass the Audit Chair role to existing Non-Executive Director and Audit Committee Member Paul Dudley, who qualified as a Chartered Accountant with PriceWaterhouseCoopers in 1998. Sangita Shah joins the Audit Committee as a Member. Ken Lever Chair, Audit Committee 16 June 2026 ## 25Rockwood Strategic Plc ## Board of Directors Noel Lamb Kenneth Lever Independent, Non-Executive Chairman Senior Non-Executive Director Chairman of the Audit Committee Noel graduated from Exeter College, Oxford | and is a barrister-at-law. Commissioned into | Chairman of the Audit Committee at Rockwood | | --- | --- | | the 5th Royal Inniskilling Dragoon Guards, he | Strategic plc, Ken is Chairman of Marston’s plc | | served as ADC to the Commandant of the Royal | and Chairman of Cirata plc. Ken was previously | | Military Academy Sandhurst and Adjutant of the | Chairman of Biffa plc and RPS Group plc and | | North Irish Horse. He joined Lazard Brothers | also Chief Executive of Xchanging plc. During his | | & Co Limited in 1987 and from 1990 to 1997 he | career Ken has held listed company executive | | was the managing director of Lazard Japan | board positions with Tomkins plc, Albright and | | Asset Management where he was the fund | Wilson plc, Alfred McAlpine plc and private | | manager for their Japanese equities. In 1997, he | equity owned Numonyx BV. | moved to the Russell Investment Group where In his early career Ken qualified as a Chartered he established the investment management Accountant and became a partner in Arthur capability of Russell in London. In 2002, he was Andersen. Ken is Chairman of the Advisory promoted to Chief Investment Officer in North Board of the Alliance Manchester Business America where he managed assets of $150bn School. Ken graduated from the University until his departure in 2008. Noel is also currently of Manchester with a degree in Management a director of Guinness Asset Management Sciences. Funds. Ken has given notice of his intention not to seek re-election as Non-Executive Director at the Company’s forthcoming Annual General Meeting, to be held on 28 July 2026. ## 26 Rockwood Strategic Plc Financial Other Overview Statements Governance Information | Paul Dudley | Sangita Shah | | --- | --- | | Non-Executive Director | Non-Executive Director | | Paul Dudley is a Fellow of the Institute of | Sangita Shah joined the Board as a Non- | | Chartered Accountants of England and Wales | Executive Director on 1 April 2026. Sangita has | | and is a Member of the UK’s Chartered Institute | served as a Non-Executive Director on several | | of Securities and Investment. Paul founded Aer | UK-listed company boards, including Kinovo | | Ventures in 2011, a corporate advisory business, | plc (Chair), RA International plc (Chair), Inspired | | where he is Managing Partner. He has previously | plc (Senior Independent Director and interim | | worked as an approved Qualified Executive | Chair), and Ten Entertainment plc (Chair of the | | acting as the Corporate Finance adviser on | Remuneration Committee). She has also been | | AIM corporate transactions. Paul graduated | an active investor across a number of private | | from Durham University and began his career | companies. | at PricewaterhouseCoopers. He is currently Currently, Sangita is the Non-Executive Chair of a director of a number of public and private the Quoted Companies Alliance, interim Chair companies including Celsius Resources Ltd and of Big Technologies plc, Senior Independent Pyne Gould Corporation Ltd. Director of Forward Industries Inc., listed on | Paul will assume the role of Chairman of the | Nasdaq, and Senior Independent Non-Executive | | --- | --- | | Audit Committee after Ken has stepped down | Director and Chair of the Remuneration | | as a Non-Executive Director at the Company’s | Committee of Treatt PLC. Beyond her corporate | | forthcoming Annual General Meeting, to be held | roles, Sangita is a trustee of the Willow | | on 28 July 2026. | Foundation and Chairs the Windsor Leadership | Programme, established by Charles Handy and supported by the Duke of Edinburgh. ## 27Rockwood Strategic Plc ## Investment Manager’s ## Report Richard Staveley Lead Fund Manager | Highlights | | Market backdrop | | --- | --- | --- | | Æ NAV Total Return performance in the | | Rockwood Strategic derives its main | | | twelve months to 31 March 2026 of 7.1% | investment ‘edge’ from individual stock-picking | | | to 266.44p/share*, which compares to a | rather than broader market and economic | | | rise in the FTSE Aim All-Share of 5.1% and | insights which the media tend to focus on. Of | | | a rise in the FTSE Small Cap (ex-ITs) of | course, the health of the general economy, | | | 8.9%. The Total Shareholder Return in this | the level of political interference in economies | | | period was 2.4%*. In March the NAV was | and the cost of money (interest rates) all affect | | | affected by the stock market reaction to | the outlook for our holdings, in particular | | | the U.S. military action against Iran. Since | the context in which they are improving | | | period end to 12 June 2026 the fund’s NAV | profitability and undertaking strategic | | | has risen 17.0%. | initiatives. | Æ NAV Total Return performance in the As the five year performance demonstrates, we three years to 31 March 2026 of 36.3%, have historically been able to generate positive which compares to the FTSE Small Cap Nicholas Mills and attractive returns for shareholders despite (ex-ITs) of 20.7% and the FTSE Aim Assistant Fund Manager the UK leaving the EU, domestic GDP growth All-Share of -11.4%. The Total Shareholder being anaemic, conflicts in Ukraine and now Return in this period was 42.6%*. Iran, in addition to other challenging events | Æ NAV Total Return performance in the five | | such as the change in the interest rate cycle, | | --- | --- | --- | | | years to 31 March 2026 of 97.4%, which | political upheavals and of course Tariff policy | | | compares to the FTSE Small Cap (ex-ITs) | disruption. A key hunting ground for Rockwood | | | of 5.0% and the FTSE Aim All-Share of | Strategic is the Alternative Investment Market | | | -40.1%. The Total Shareholder Return in | (AIM), where the tax incentives to invest | | | this period was 105%*. This is the best | having been recently reduced. The positive | | | performance of all UK Equity Investment | performance differential between the fund | | | Trusts over this period per The | and this market is stark over any sensible | | | Association of Investment Companies. | investment time horizon. | Æ Significant new investor demand resulted However, over short periods of time the in issuance of 17.3 million new shares, fundamentals of individual stocks can be increasing share count by 44.5% and, overwhelmed by general market sentiment, alongside performance, growing NAV to which is what frustratingly happened in March, £149.4m from £96.6m. NAV has grown prior to which NAV per share had exceeded 200% in the past three years. Christopher Mills 302p. There is no doubt that the attack on Iran Advisory Group Member Æ External recognition of strategy and its subsequent impact on energy markets CIO Harwood Capital Group performance and competitive raises the risk of inflation expectations shifting differentiation via multiple Industry up, undermining the falling direction of interest awards during the period. rates, impacting equity markets. The length of disruption will determine the extent of any impact and at time of writing is difficult to predict. * These are considered to be Alternative Performance Measures (APMs). See APMs on page 52. ## 28 Rockwood Strategic Plc Financial Other Overview Statements Governance Information What we do observe is that Rockwood’s entrants taking market share. In size of progress across the vast majority of the portfolio has only one company directly investment order these are RM, Funding portfolio. We believe there is substantial upside exposed to energy markets, James Fisher & Circle, Eagle Eye Solutions, Kooth and across our investments with catalysts in place, Sons, which services off-shore production Tribal. Our assessment is that all our or expected shortly, to unlock shareholder rigs (as well as off-shore wind-turbines) companies are either market-leading value. Patience should be rewarded. and undertakes de-commissioning work as regarding the integration of AI into fields reach end of life, in its energy division. their offerings, or have wide ‘moats’ Investment Philosophy Our other Industrial (higher energy usage) due to regulatory factors and customer Æ ‘Value’ investor mindset and free cash flow investments have a history, or contractual relationships. focused position, of being able to pass on cost Æ Thirdly, the weaponisation of AI into cyber- Æ Seek proven businesses, identifiable inflation. As regards the effect of squeezed crime is plain to see. All holdings include assets consumer budgets, portfolio exposure is also Cyber-risk in their Annual Report Risk limited in our view. The impact on industrial Æ Establish mean reversion potential registers, we are only able to hope their and consumer confidence though cannot be (profitability, balance sheet and valuation defences are sufficient. ignored in the short term which usually leads re-rating) to decision-making delays whether that be Positively, we expect all our companies to Æ Identify catalysts for change contracts, corporate transactions or spending. benefit in time, many already doing so, from Æ Develop exit thesis to mitigate illiquidity improved productivity that AI may bring to As this report will hopefully demonstrate, risks (3–5-year time horizon) their operations. However, in one investment, our short-term frustration is that events in namely Capita Plc, we believe they are at the Æ Engage with all stakeholders to de-risk the Gulf have distracted market participants absolute forefront of the biggest AI efficiency and add value from the meaningful and exciting progress opportunity in the country; the inefficiency of demonstrated recently by a huge proportion public sector services and should be a major We believe that investment returns are of our investments, particularly in the beneficiary of adoption. generated by purchasing a share for less calendar Q1 reporting season. Furthermore, than the intrinsic worth of the company, (a where progress has been weaker than we We remain very frustrated that the new ‘value’ philosophy), which is enhanced by anticipated, or even disappointing, we have Government has not done more to stimulate identifying companies which can increase engaged constructively with the companies investment flowing into the British stock their fundamental intrinsic worth over time, and achieved a number of outcomes which market; a critical component of the country’s thus avoiding ‘value traps’. We seek to optimise we expect will soon catalyse reversals of ability to finance and scale our very best the IRR by identifying ‘catalysts’ which will performance. businesses. New issues remained essentially unlock the share’s discount to the business’s non-existent. Takeovers and companies worth or accelerate value creation. For ‘core’ A further factor, which has quite rightly leaving the market continued. However, whilst investments we ourselves may be the ‘catalyst’ captured even greater investor attention the small company dominated AIM remains through the provision of capital, insight and during the period, is the rapid developments under pressure, the FTSE 100 rose 18.6% personnel through constructive engagement in Artificial Intelligence. Having reviewed the during the year. This compares to the S&P 500 with the Board, management and other whole portfolio it is our current view, acutely up 17.2% and means FTSE 100 has beaten the stakeholders. aware of the dangers of complacency, that we US for two years in a row. Your manager feels have limited risks to our investment theses passionately that if smaller British companies Portfolio Commentary and Outlook from AI. We are at most risk with making this are to sustainably join their larger brethren in Overall, the portfolio is diversified by number statement on three fronts: performance terms, active policy actions by of investments (25) and industry sectors. There government will be necessary. remains concentration of our largest holdings, Æ Firstly, we have a number of investments with 62.2% of NAV in the top ten holdings. which are directly and indirectly exposed We reiterate our call for tax relief afforded to to the content creation market. In size of ISAs be designated for UK listed shares only. In addition to the portfolio changes detailed investment order these are M&C Saatchi, A self-financing policy, we believe this could below (including sales and purchases), material Videndum, STV Group and Facilities by funnel billions a year into UK shares and bring changes to portfolio percentage weightings ADF. Their customers are real people life back to our historic market exchange, over the year were as follows: making real content for consumers. We support growing UK businesses and stimulate have taken a relaxed view on the market its wider economic community. The reduction Reduced NAV weighting by 4.3% in RM, 3.8% share that will ultimately be taken by AI of the Cash ISA by the Chancellor is, frankly, an in Filtronic and 2.3% in Trifast. Increased generated content. | | | insufficient half measure. | NAV weighting by 3% in Capita and 4.5% in | | --- | --- | --- | --- | | Æ Secondly, we have software enabled | | | Videndum. | | | products exposed to generalised concerns | In conclusion, a frustrating impact to the end | | | | of potential AI powered new-market | of the period, masks a year of substantial | | ## 29Rockwood Strategic Plc ## Investment Manager's Report (continued) ### Portfolio Summary | Company | Sector | % | | --- | --- | --- | | RM plc | Education Services | 9.6 | | Vanquis Banking Group plc | Financial Services | 7.5 | | Capita plc | Business Services | 7.1 | | Videndum | Media Equipment | 6.0 | | Funding Circle | Financial Services | 5.8 | | Filtronic | Technology | 5.6 | | Capital Limited | Mining Services | 5.5 | | M&C Saatchi | Media & Communications | 5.4 | | James Fisher & Sons | Industrial Services | 4.9 | | Restore plc | Business Services | 4.8 | | Mercia Asset Management | Financial Services | 4.3 | | Trifast | Industrial Services | 4.2 | | Treatt | Ingredients Manufacturer | 3.3 | | STV | Media | 3.2 | | Eagle Eye Solutions | Software | 3.1 | | Van Elle | Construction Services | 2.9 | | Kooth | Health Services | 2.7 | | Chesterfield Special Cylinders | Industrial Services | 2.5 | | Tribal Group | Education Software & Services | 2.2 | | Focusrite | Leisure Goods (Audio equipment) | 1.8 | | Flowtech Fluidpower | Industrial Services | 1.6 | | Titon Holdings | Construction Materials | 1.5 | | Sub 1% NAV Holdings (x5) | | 1.5 | | **Top Ten Holdings** | | **62.2** | | **Total** | | **97.0** | | Cash and equivalents | Cash and equivalents | 3.0 | 12 of our investments have net cash on their balance sheet, completely unlevered. During the year a number of companies, having reviewed their investment needs and evaluated the market price discount to intrinsic value of the shares, conducted buy-back programmes, namely Funding Circle, Galliford Try, Kooth, Eagle Eye Solutions, Mercia Asset Management, M&C Saatchi and Restore. We supported modest equity fund raisings which strengthened the balance sheets during the year at RM, Flowtech Fluidpower, Pennant International and Videndum. The latter was the largest investment we have made at Rockwood Strategic, enabling a full re-financing of the business and we expect this will unlock a recovery opportunity which should generate outstanding returns in the years to come. At Flowtech Fluidpower, management have built a savvy reputation of identifying value accretive bolt-on acquisitions, and have now acquired a larger business based in Europe enhancing scale and reach. We have had the proceeds of new issuance to invest. Cumulatively this has meant we have been able to buy more of our maturing investments at favourable prices and also we have, in a buyer's market, been able to purchase 4 new investments, all of which we target at least 100% upside, and represented 10.3% of portfolio NAV at period end. We also substantially increased our investments in Capita (+100%), M&C Saatchi (+131%) and STV Group (+114%). The latter two investments have become 'core', due to our significant stakes, size of investment and 'engagement' which led to Board changes at both. We expect the pickup in trade buyer acquisition activity and public-to-private transactions to accelerate in the coming years for our targeted part of the UK stock market and the portfolio. If the stock market doesn't fairly value or provide growth capital to UK listed small companies then alternative solutions for shareholders will emerge. This dynamic should deliver material, absolute NAV growth for the current portfolio holdings as it did following year-end with the takeover approach for Van Elle at a 58.5% premium. During the year we realised the proceeds from the takeover of National World achieving a 70.5% IRR, 1.65x Money-Multiple. However, we are not solely reliant on transactions to generate liquidity for our holdings and have realised our successful investment in Galliford Try during the period. Initially purchased in May 2022 and acquired when the market capitalisation was below net cash our 'engagement' with the company positively influenced dividend policy and approach to buybacks and we ultimately realised a 48.2% IRR, 2.38x Money-Multiple. Finally, due to the extensive efforts of Martin Rowland, Executive Chair and Simon Longfield, CFO of Centaur Media, we benefitted from the tender offer which returned to us £4.1 million proceeds after the managed sale of the various businesses of the group. One small business remains at year end, which we expect to be sold eventually, but the shares are de-listing to minimise costs and will become private. The shares started the year at 27p, cash was returned at 48p. Naturally, at a stock-specific level not everything has gone as expected. The nature and style of our investing and the characteristics of the smaller end of the stock market comes with both risks and reward. In so far as we would freely admit our hugely successful investment in Filtronic has wildly exceeded our expectations, we would also state we were truly shocked by the wholly unexpected rapid demise of Argentex during the year (see below). In the former the closing share price is over 15x our original purchase price, in the latter we have sadly lost everything. The asymmetric nature of these two outcomes highlights starkly the investment opportunity for the strategy over the long term. We were disappointed with the performances of M&C Saatchi (-31.2%) and STV Group (-38.6%) and duly engaged with the companies and other shareholders to effectively catalyse Board changes. We also experienced weakness 30 Rockwood Strategic Plc Financial Other Overview Statements Governance Information | at RM plc (-18.9%), our largest investment | RM Plc 9.6% Net Assets | the company whose costs were far too high and | | --- | --- | --- | | which was unable to dispose of non-core | Cost: £9.1m, Value as at 31 March 2026 | IT systems archaic. The turnaround plan should | | activities to reduce debt during the period | £14.4m, IRR to date 24.7% | return the business to mid-teens return on | | and required some additional funding for | | tangible equity which would justify a premium | | product investment (see below). Three holdings | The company is an established and leading | to Book Value. Currently the shares are on | | clearly demonstrated material progress in | supplier to the education market. It has three | a big discount. They have been dealing with | | their recovery and turnaround plans which | divisions: firstly an educational supplies | additional challenges from a deluge of (almost | | have been unrewarded to date by the market: | business which reaches 90.0% of UK Primary | entirely spurious) customer claims created by | | Trifast has continued to improve operating | schools selling everything from basic supplies | professional Claims Management Companies. | | margins and its cash generation (-4.5%), | to bespoke teaching aids, a decent proportion | This has cost a huge amount in administration | | Kooth signed an additional US State and | of which are its own designs. The second | but has recently been addressed and costs | | demonstrated excellent performance in its | provides outsourced technology services to | fell materially in 2025 enabling the company | | key Californian contract (-24.4%) and Restore | groups of schools. Both of these divisions are | to return to profitability. Well capitalised, with | | exceeded their target margins, disposed of | non-core and we expect to be exited in 2026. | attractive financial characteristics, we expect | | a non-core business and improved profits | This will leave the final activity, a world-leading | the recovery to continue and very significant | | materially (+3.9%). We expect patience in all | assessment business which facilitates the | profit growth to be delivered in 2026. | | these investments to be eventually rewarded. | marking of exams such as the International | | | A good example of this being the post year-end | Baccalaureate or A-levels both in the UK and | Capita 7.1% Net Assets | | takeover approach for Van Elle after a flat year | abroad. The company has high levels of debt | Cost: £10.0m, Value as at 31 March 2026 | | of share price performance. | and we expect divisional sales to repair the | £10.6m, IRR to date 6.1% | balance sheet. The Assessment business | Positively there have been many significant | is being focused around ‘Ava’, its digital | This outsourcing business was a former FTSE | | --- | --- | --- | | gains across the portfolio. Capital Limited | platform, which is being heavily invested in to | 100 constituent but had a spectacular fall | | (+98.6%) is demonstrating its recovery in | provide best-in-class functionality, and world | from grace and is now valued at c.£330m. | | profitability, renewed growth in its Laboratories | class services to existing and future clients | The business has a completely new senior | | division and highlighting exciting exposure to | in a scalable way. This will underpin highly | management team who have been targeting | | the accelerating Mining capital expenditure | profitable highly cash generative recurring | to improve operating margins from c.4.5% | | cycle. Vanquis Banking Group (see below) | revenues. During the year we provided modest | to 6-8%. There are two divisions. The first is | | moved into profitability (+93.1%) and Filtronic | additional capital to the company to complete | focused on the Public Sector where it’s the | | added a range of new customers to its record | this investment whilst we await the business | incumbent administration provider for a range | | order book (+84.1%). Capita (+36.6%) achieved | disposals. We believe that the shares have a | of government services such as the Congestion | | a considerably higher share price pre-Iran, | ‘sum-of-the-parts’ valuation materially above | Charge, The Student Loan Company and the | | yet has announced since a transformational | the current share price and expect the evolved | TV License. The second division is private | | portfolio restructuring, seemingly ignored so | Board and new management team to create | sector focused and incorporates a loss-making | | far by the market (see below). | and realise considerable shareholder value | contact centre business and a decently | | | through this process. | profitable pensions business. Recent positive | | Top 5 Investment Portfolio Holdings | | results for the Public Sector division delivered | | Commentary | Vanquis Banking Group 7.5% Net Assets | £1.45billion of revenue, up 4.5%, £121m of | | | Cost: £5.0m, Value as at 31 March 2026 | adjusted operating profit, operating margins | | | £11.2m, IRR to date 72.3% | of 8.3%, cash-conversion of profits at 88.7% | Company Sector % and a £2.7billion order book. It is very much on RM Education Services 9.6 This FCA and PRA regulated Bank emerged track, and in our view worth over £1billion. The from the historic ‘door-step lender’ Provident division has clearly benefited from significant Vanquis Financial. The business now has two main cost-cutting and the enhanced AI-enabled Banking lines of credit, namely a ‘below-prime’ credit approach to new business. Critical to our Group Financial Services 7.5 | | card (Vanquis) and motor vehicle finance | investment thesis, the company announced | | --- | --- | --- | | Capita Business Services 7.1 | (Moneybarn) and has been rapidly growing | the exit of its loss-making legacy Life & | | | second charge mortgage loans. There are an | Pension contracts and exited its Contact | Videndum Media Equipment 6.0 | | estimated 20 million people in the UK who are | Centre activities during the year. This almost | | --- | --- | --- | | Funding | financially struggling and need to, on occasion, | concludes the turnaround process which has | | Circle Financial Services 5.8 | access credit. Vanquis is the market leader | stabilised the balance sheet, focused the | | | with over 1.7 million customers. In line with the | business and transformed profitability. We | Total 36.0 | | risks to this type of lending the rates are higher | expect a significant increase in free cash flow | | --- | --- | --- | | Cash and | than Prime but not exploitative like the ghastly | generation as the restructuring concludes in | | equivalents Cash and equivalents 3.0 | pay day lenders. For many the alternative to | 2026 and 2027, justifying a large re-rating, the | | | Vanquis, if friends and family can’t help, is | building blocks of which are now in place. | the unregulated black-market. The bank has over £2 billion in deposits which is uses for its profitable lending. A fully new management team is turning around the poor performance of ## 31Rockwood Strategic Plc ## Investment Manager’s Report (continued) | Videndum 6.0% Net Assets | Funding Circle 5.8% Net Assets | new management (after the previous team had | | --- | --- | --- | | Cost: £11.1m, Value as at 31 March 2026 | Cost: £5.3m, Value as at 31 March 2026 £8.7m, | been long at the helm) has been ineffective and | | £8.96m, IRR to date -47.9% | IRR to date 221.6% | the CEO removed after a relatively short period. | Profitability is depressed relative to history, | The company is a genuine world market leader | Funding Circle has built a state of the art | stock levels bloated and the share valuation | | --- | --- | --- | | in the manufacture, assembly and distribution | lending platform which facilitates the provision | de-rated to below the book value of its assets. | | of media equipment. It owns some fantastic | of business loans to small and medium | We have concerns over the effectiveness of | | brands including Manfrotto (Tripods), O’Connor | enterprises. Having extended in excess of | their distribution in recent years and there is | | (Fluidheads), Gitzo (photography accessories), | £17 billion to over 125,000 companies since | significant unutilised factory capacity. Having | | Vinten & Sachtler (Camera mounts) and the | 2010, their addressable market remains | initiated our position, the company received | | eponymous, Autocue. 49% of sales are to the | multiples of this. Highly sophisticated analysis | a takeover approach from a PE backed trade | | structurally growing ‘Independent Content | of their huge data pool has enabled effective | competitor, which was subsequently raised in | | Creators’ market (‘Vloggers’), 28% to scripted | risk management to date, which in turn | value. However, another trade competitor, in | | Film & TV production and 23% to the Broadcast | has resulted in many financial institutions | reaction, built a 25% stake in Treatt and then | | industry (Sport/News). O’Connor products | lining-up to provide capital, at c. 5% over | rejected the offer. It appears two sophisticated | | were used on every single Best Picture Oscar | the cost of capital, through the platform. | third parties have recognised the value that we | | nominee in 2026 and Videndum provided | High brand recognition, high NPS scores, a | have. Their next moves are anyone’s guess, but | | material specialist camera equipment to | very fast application process (6 minutes) and | we see limited downside and expect value to | | enable the exciting coverage of the Winter | quick loan approval decision (77% instant) | be realised via a transaction, or a turnaround to | | Olympics. With a high competitive ‘moat’, given | have differentiated their offering against | ensue under new leadership. | | scale of five times the number two player, | mainstream banks and other fintechs. The | | | 42% of sales go to the US where they mainly | earlier stage Flexi-pay corporate credit card | Eagle Eye Solutions 3.1% Net Assets | | compete with the Chinese, but against whom | offering has demonstrated strong growth and | Cost: £4.1m, Value as at 31 March 2026 £4.7m, | | they now believe they are cost competitive, | enhanced customer touch and profitability. | Market Capitalisation £89.6m | | in addition to their quality outperformance. | During 2005 profit before tax grew from £3.4m | | | The former CEO did £250m of acquisitions | in 2024 to £20.3m and 2026 targets for revenue | A world leading loyalty and promotions | | (debt funded) to create 42 unintegrated | were achieved a year early. They are now | software provider for consumer facing retail | | business units. Control of the business and | targeting over £300m of revenue and margins | and leisure customers, the company has | | balance sheet was lost as they hit external | above 20% in the medium-term. The balance | blue-chip clients such as Morrison, Asda and | | market disruption (mainly the Covid/and | sheet remains very strong with over £100m of | Tesco, Loblaws (Canada), LeClerc (France), | | writer’s strike) resulting in the need for a full | excess cash. After our engagement in 2024 the | Woolworths (Australia) and is proven at scale | | re-finance of the business. We finished the | company began share buybacks and continue | with 700 million loyalty wallets managed and | | year with an unrealised loss on this investment | to do so with gusto, enhancing shareholder | 1 billion transactions a week administered. | | thus far, primarily due to the equity raise | value materially. A significant unrealised return | The ‘nirvana’ of the loyalty industry has long | | being much bigger and the terms being more | to date for the fund, we expect this next stage | been ‘personalisation’ which finally is become | | dilutive than we expected. However, Exec | of operationally geared, profitable growth to | achievable through the company’s AI enabled | | Chair Stephen Harris has highly successful | result in a material re-rating of the business | offering. This has been recognised by a world | | business credentials and can now fully turn his | and further gains ahead. | leading OEM software and services company, | | attentions to the improvement opportunities | | which we understand is SAP, who is now | | within the company relating to pricing | New holdings Commentary | integrating the Eagle Eye solution into its main | | discipline, back-office synergies, product and | The Investment Team have been actively | product offering. This growth opportunity, | | component range rationalisation, sourcing | deploying capital during these depressed | alongside other partnerships (such as Google | | savings, footprint consolidation, reduced stock | market conditions to seed returns for | in the US) and a direct sales pipeline has given | | levels, and enhanced new product innovation. | shareholders over the medium term. | the management confidence to reiterate a | | The company is targeting 15% margins on | | £100m sales and 25% Ebitda margin target. | | £350 million of sales. We believe this will prove | Treatt 3.3% Net Assets | A highly experienced Board is, we believe, | | conservative in time and, if achieved, would | Cost: £5.6m, Value as at 31 March 2026 | focused on shareholder returns, and has been | | justify very significant upside to the equity | £4.9m, Market Capitalisation £116.1 m | cutting costs in reaction to a rare customer | | value, especially now that the company has | | loss in 2025 which provided the share price | | almost no financial debt. The investment is | An International ingredients business, Treatt | opportunity for us to invest. The recurring | | just over a year old, is exiting the ‘stabilisation’ | has a long heritage of product development | nature of their contracts and future growth | | phase and we expect ‘delivery’ to result in our | for the world’s beverage industry. Historically | opportunity is seemingly been ignored in the | | target returns over our target time horizon | strong in citrus favours and the US, the | current valuation of the company. Ai is likely | | being exceeded in this very exciting recovery | company has been diversifying into other | to reduce their on-going costs of product | | situation. | ingredients, geographies and beverage | development, yet we do not see new Ai market | | | categories. The business is extremely well | entrants displacing the hard-earned trust and | | | -invested with a state of the art facility in | integration Eagle Eye has with its cautious | | | Bury-St Edmunds, in addition to facilities in | client base. | the US and China. High orange prices impacted the business recently, however a transition to ## 32 Rockwood Strategic Plc Financial Other Overview Statements Governance Information | Tribal 2.2% Net Assets | Sales | week at least three competitors made takeover | | --- | --- | --- | | Cost: £2.8m, Value as at 31 March 2026 | We exited three investments during the period, | approaches. The company entered Special | | £3.2m, Market Capitalisation £106.8m | and Argentex was fully written off. | Administration in July 2025. Were the ‘signs’ | there with the benefit of hindsight? We haven’t | A world leading educational software provider | Galliford Try, | identified any. Was our loss contained by a | | --- | --- | --- | | which operates in 55 countries providing | Realised IRR 48.2%, Gain £3.3m | smaller position weighting we had intentionally | | systems to manage students and their higher | | made, due to the presence of a dominant | | education institutions alongside a range | We are delighted with the success of this | shareholder limiting our ability to influence | | of other services. With high market share, | investment which delivered more than 3x | events? Yes. Overall, we are in the business of | | including half the ‘Russell Group’ in the UK, the | our target IRR. A UK construction services | risk and reward and our minimum investment | | company has simplified and focused itself over | business, mainly focused on infrastructure, | thesis return is 100%. The fact we can only ever | | many years, and is now facilitating the move | our investment was originally made in May | lose 100%, but (as seen across a range of our | | of its clients into the Cloud and subscription | 2022 when the company was valued at less | investments) make multiples of our original | | based services. The business is emerging from | than the cash on the balance sheet, despite | capital is worth considering. This asymmetry | | a challenging period of significant investment | over a billion in sales and signs of improving | should work in our favour over time, however | | in its core product and some contract issues | profitability. Management changes had | painful this particular situation is. | | and is now improving profitability, generating | already been made and the excellent Bill | | | cash, growing its recurring revenues and has | Hocking (CEO) then continued to deliver a | National World, | | net cash on the balance sheet. We believe | turnaround in profitability. We constructively | Realised IRR 70.5%, Gain £1.3m | | the ETIO division of wider services, such | and successfully engaged with the company | | | as schools inspections, will be exited too. | regarding its buyback and dividend policies | The business was created to acquire the | | Legacy issues have masked the underlying | and have benefited from our usual combination | regional news assets of the former FTSE 250 | | transformation and we expect a significant re- | of value creation drivers; higher profitability, | company Johnston Press out of administration, | | rating of the equity or, if not, Edtech industry | higher valuation rating. Of note is that we | shorn of its crippling pension fund and debt | | interest to emerge given the deep discount to | realised this investment into market liquidity. | liabilities. The strategy of this cash generative | | peers and private market transactions. | | business has been to invest and build digital | | | Argentex, | revenue streams, alongside cost cutting to | | Focusrite 1.8% Net Assets | 100% Loss, £3.6m | offset the (now slow) decline of traditional print | | Cost: £3.5m, Value as at 31 March 2026 | | newspapers. Local news is popular, and local | | £2.6m, Market Capitalisation £91.8m | We were extremely disappointed with the | businesses want to advertise and thus there is | | | outcome at Argentex. We make no excuses, but | value to the portfolio of historic titles including | | Focusrite is an International audio product | will highlight that in the weeks leading up to the | quality businesses such as The Yorkshire | | designer and manufacturer, owning 13 brands | share’s suspension, the Board (both executive | Post and The Scotsman. With net cash, bolt- | | with a high reputation for quality and new | and non-executive) purchased shares, the final | on acquisitions were being pursued by an | | product development. The audio-interface | results met market expectations and a positive | experienced management team. Having bought | | products (key brand; Focusrite) are sold to | outlook was communicated, the audited annual | and successfully sold the shares before for | | casual content creators, music producers | report was issued with a clean ‘going concern’ | Rockwood, we identified that further progress | | and audio professionals whilst the audio | opinion and material net cash was held on the | was being made. Yet, in challenging markets, | | reproduction division (key brand; Martin | balance sheet. The Annual Report also stated | the shares had since performed poorly and we | | Audio) create speakers and their underlying | that the company undertook regular monitoring | reinvested at 13.5p in June 2024 on a very low | | technology for events, stages, studios etc. The | and stress testing of its temporary open market | multiple of improved profits. Subsequently a | | company had a long history of organic growth | exposures due to client activity. This latter | cash takeover offer from a trade buyer at 23p | | accelerated by a series of acquisitions to | activity was entirely ineffective. Unaware to | emerged for the business which we accepted | | create the group today, however the surge and | investors, and possibly some Board members, | at a highly attractive IRR, nearly five times our | | collapse in demand around the Covid pandemic | the company had grown its use of “zero-zero” | target returns. | | created difficult trading conditions and both | contracts, where it was offering to use | | | return on capital and operating margins have | Argentex’s balance sheet to finance the client’s | Bonhill, | | collapsed relative to history. The Founder, who | obligations for initial and variation margin on | Realised IRR -4.6%, Loss £0.15m | | retains a large shareholding, has now passed | their open FX positions. The company had | | | the Chair on and we expect fresh perspectives | reiterated repeatedly that it was “an agent | For recent shareholders, this will be a new | | to emerge under the highly regarded Ian | only” and was not actively taking FX principal | name, but this small media business was | | Barkshire. The valuation has significantly | risk. The material FX price moves, as a result | bought early on in the Covid pandemic and | | de-rated whilst the products remain market | of ‘Liberation Day’ tariffs, exposed a poorly | subsequently doubled in value by 2022. | | leaders with strong gross margins. The balance | hedged internal position and counterparty | However, ineffective management and | | sheet has modest debt. We expect there to | Banks demanded a level of additional margin | challenging external market conditions | | be opportunities to improve r&d productivity, | capital that Argentex could not provide. | combined to put the business under significant | | rationalise product ranges, enhance the | Executive incompetence on a grand scale. | pressure. In response, we (Richard Staveley) | | integration of the various business units, | Ineffective Board oversight. Pointless audit. | joined the Board as NED, we provided an | | reduce stock levels, improve manufacturing | We turned down an emergency rescue due to | emergency (profitable) loan to the company, | | efficiency and ultimately generate a recovery in | the opaque nature of the situation and loss of | personnel changes were made and the | | returns and a re-acceleration of growth. | confidence in management and in the following | underlying business units then sold-off with | ## 33Rockwood Strategic Plc ## Investment Manager’s Report (continued) | the proceeds returned to shareholders in | “Most investors are more willing to pay a lot | | | --- | --- | --- | | February 2023. Following this the shares were | of money for something with no problems | | | delisted and put into voluntary liquidation and | than to pay the right amount of money for | | | during the current financial year we finally | something with problems.” | | | received our, delayed, final cash distribution, | | Ali Hamed | fully realising our investment with a modest loss. A lot of ‘elbow-grease’ to protect our “Prices fluctuate more than values, that is shareholders’ capital. the opportunity.” Joel Greenblatt During the year we also realised significant | gains through stock market sales of half our | “Big opportunities come infrequently. When | | | --- | --- | --- | | Filtronic shares. The unrealised IRR on the | it’s raining gold, reach for a bucket, not a | | | remaining holding at year end being 204.5% | thimble.” | | | since our original investment in May 2023. The | | Warren Buffett | investment remains a top ten holding within the portfolio and should still generate our We are, Warren, we are. target returns going forward as revenues ramp up from an expanding client list and new orders Richard Staveley from their largest customer, SpaceX. 16 June 2026 Conclusion Over recent years there seems to have been recurring macro-economic or political events to put off investors engaging with risk assets, and 2026 was no different. However, UK large cap equities have been outperforming global shares for some time and a period of catch-up is overdue. The long-term returns from UK small companies exceed large and mid-caps by some margin. After a period of underperformance, catching up to longer- term averages would imply some fruitful years ahead. The allure of Global equities and, in particular the largest technology companies, has led to consistent withdrawals of capital from the UK market to be deployed elsewhere, despite many UK listed companies having more international exposure than UK. The premium paid for ownership of these ‘magnificent’ assets over UK small companies is at historic highs, the valuation of UK small companies at historic lows. The difference is even greater when compared to our particularly lowly valued investments within Rockwood. As we demonstrated over the last 6 years our differentiated strategy can deliver attractive returns through individual stock-picking out-weighing external headwinds. This financial year’s return correlated with a trough in sentiment concerning the Iran conflict, from which, at time of writing, we are clearly recovering. Please sign up to our mailing list, via our website www.Rockwoodstrategic.com for more regular updates. These have included three quotes so far, all hugely relevant to the investment opportunity as we see it. ## 34 Rockwood Strategic Plc Financial Other Overview Statements Governance Information ## About the Investment Manager Rockwood Asset Management (a trading name of Harwood Private Capital LLP “HPC LLP”), was the Investment Manager for Rockwood Strategic Plc during the year. HPC LLP is a subsidiary of Harwood Capital Management Limited and is authorised and regulated by the Financial Conduct Authority (“FCA”), authorisation number 815275 and is led by Christopher Mills. The funds managed and advised by Harwood 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. | 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. ## 35Rockwood Strategic Plc ## Strategic Report 2026 | The Directors present their Strategic Report | The Company is an investment trust listed | Board Focus and Responsibilities | | --- | --- | --- | | for the year ended 31 March 2026. Details | on the Main Market of the London Stock | With the day to day management of the | | of the Directors who held office during the | Exchange. The Company is a member of the | Company outsourced to service providers the | | period and as at the date of this report are | Association of Investment Companies (“AIC”), | Board’s primary focus at each Board meeting | | given on page 26 of the Annual Report and | a trade body which promotes investment | is reviewing the investment performance and | | Accounts. This Strategic Report has been | companies and also develops best practice for | associated matters, such as, inter alia, portfolio | | prepared in accordance with the requirements | its members. | activity, future outlook and strategy, gearing, | | of Section 414 of the Companies Act 2006 | | asset allocation, investor relations, marketing, | | and best practice. Its purpose is to inform the | Strategy for the year ended 31 March 2026 | and industry issues. In line with its primary | | shareholders of the Company and help them to | and Strategic Review | focus, the Board retains responsibility for all | | assess how the Directors have performed their | During the year ended 31 March 2026, the | the key elements of the Company’s strategy | | duty to promote the success of the Company, in | Company continued to follow its investment | and business model, including: | | accordance with Section 172 of the Companies | objective and policy. During the year, the Board | | | Act 2006. | | Æ Investment Objective and Policy, | made all strategic decisions for the Company. incorporating the investment guidelines Rockwood Asset Management (“RAM”) and limits, and changes to these; The Strategic Report contains certain forward- undertook all strategic and administrative looking statements. These statements are activities on behalf of the Board, which Æ review of performance against the made by the Directors in good faith based on retained overall responsibility. Company’s key performance indicators the information available to them up to the (“KPIs”); date of this report and such statements should During the period the Board decided to seek be treated with caution due to the inherent approval from shareholders to increase Æ whether the Manager should be uncertainties, including both economic and the amount of shares issued. This was authorised to gear the portfolio up to business risk factors, underlying any such overwhelmingly supported by shareholders, a pre-determined limit (currently no forward-looking information. enabling an increase in scale of the Company. leverage is used or planned to be used); Æ review of the performance and continuing The Company’s business review, developments Purpose appointment of service providers; and during the year and a detailed discussion of The purpose of the Company is to achieve the individual asset performance together with predominantly capital growth in our Æ maintenance of an effective system future outlook are covered in the Chairman’s shareholders’ wealth over time. It aims of oversight, risk management and Statement and the Investment Manager’s to achieve this by using its closed-ended corporate governance. Report. structure to invest in a concentrated number Key Performance Indicators of smaller quoted companies, which the At each Board meeting, the Directors consider Business Model Investment Manager believes are undervalued the performance measures to assess the and could be generating higher returns for Company’s success in meeting its objectives. Status of the Company their shareholders. The long-term nature of The Board believes the Company’s key The Company is registered in England and the Company’s capital enables the Investment performance indicators are: Wales as a public limited company and is Manager to undertake constructive corporate an investment company within the terms of engagement with the underlying portfolio Æ Net Asset Value Total Return: the sum section 833 of the Companies Act 2006. The companies and their stakeholders, on financial of NAV per Ordinary Share growth and principal activity of the Company is to carry on and operating performance, strategy and cumulative dividends paid. This measure business as an investment trust. The Company governance. incorporates investment performance has been approved by HM Revenue & Customs and Company expenses. The investment as an authorised investment trust under The Board objective is to make investments capable sections 1158 and 1159 of the Corporation Tax The Board of the Company comprises Noel of delivering 15% Internal Rates of Return Act 2010, subject to there being no subsequent Lamb (Chairman), Ken Lever, who will be (IRR) over the medium term. This was 7.1% serious breaches of regulations, from 1 April stepping down at the upcoming AGM on 28 July in the current and 21.1% in the prior year. | 2023. In the opinion of the Directors, the | 2026, Paul Dudley, and Sangita Shah, who | | | | --- | --- | --- | --- | | Company is directing its affairs so as to enable | was appointed on 1 April 2026, all of whom | Æ Rockwood Strategic Plc Total Shareholder | | | it to continue to qualify for such approval. | are independent non-executive Directors. | | Return: RKW cumulative share price | | | All Directors will stand for re-election at the | | return for the year and cumulative | | | forthcoming Annual General Meeting. Further | | dividends paid. Implicit in this measure | | | information on the Directors can be found on | | is any movement in the share price | | | pages 26 and 27. | | discount or premium to NAV which is | ## 36 Rockwood Strategic Plc Financial Other Overview Statements Governance Information | also measured. The NAV remained at a | Æ Additional risks – as mentioned under the | | The Directors have continued access to the | | --- | --- | --- | --- | | premium during the period. The TSR was | | Corporate Governance section, the Board | advice and services of the Company Secretary, | | 2.4% in the current year and 20.8% in the | | maintains a register, and in addition to | and when deemed necessary, the Directors can | | prior year. | | comments above, risks managed there | seek independent professional advice. | include, among others: the management Æ Ongoing charges: ensuring the costs of of key operational and financial controls; The Terms of Reference of any Committees running the strategy are appropriate and risk of key personnel being unavailable; and are reviewed on a regular basis and further proportionate. The ongoing charges ratio describe Directors’ responsibilities and for 2026 was 1.59% (2025: 1.83%) (see maintaining regulatory permissions. obligations and include any statutory and APMs on page 52). regulatory duties. The Audit Committee has Liquidity is not considered a risk as this is a the responsibility for the ongoing review of The Directors draw attention to the Investment closed-end fund and does not have redemption the Company’s risk management systems and Manager’s Report (pages 28 to 34 of the provisions, as seen in the open-ended fund internal controls and, to the extent that they sector. annualreport). are applicable, risks related to the matters set out in Section 172 are included in the The principal risks to shareholders are Business review Company’s risk register and are subject to the performance of the portfolio and the The Directors are of the view the investment periodic review. competence of the manager in pursing the strategy has performed well, given the strategy. challenging UK smaller companies market Further details on Section 172 reporting can be conditions experienced during the year. found in the S172 Statement on pages 39 to 41. Custodian Caceis Bank (previously RBC Investor Services Principal Risks and Uncertainties Stakeholders Trust) was appointed as the Company’s The Board, on behalf of the shareholders, A company’s stakeholders are normally Custodian pursuant to an agreement dated manages a range of risks that might impact the considered to comprise its shareholders, its 8 June 2022. Caceis is in charge of, inter alia, financial position of the Company, the principal employees, its customers, its suppliers as well safekeeping and custody of the Company’s risks are as follows: as the wider community in which the company assets, investments and cash, processing operates and impacts. The Company is transactions and foreign exchange services, as Æ Investment value - The risk that the value different in that as an investment trust it has no required. of the Company’s investments might fall. employees and, significantly, its customers are See note 8 to the Financial Statements for synonymous with its shareholders. In terms of Stakeholder Engagement and Statement further details on this, specifically note suppliers, the Company receives professional under Section 172 13 “Market Risk”. Our mitigation, as set services from a number of different providers, The Board recognises that the Company should out in the Investment Manager’s Report, principal among them being the Investment be run for the benefit of shareholders, but is to manage a diverse portfolio and for Manager. The Board believes that the wider that the long term success of a business is the manager to operate with controls and community in which the Company operates dependent on maintaining relationships with diligence around new investments. encompasses its portfolio of investee stakeholders and considering the external companies and the communities in which they Æ The Board reviews and discusses the impact of the Company’s activities. operate. Company’s performance against its investment objective and policy, and Overview Shareholders assesses performance in comparison The Directors’ overarching duty is to act in to industry peers and the broader Continued shareholder support and good faith and in a way that is the most likely comparative market. The Board also engagement are critical to existence of the to promote the success of the Company as keeps the performance of the Investment business and the delivery of the long term set out in Section 172 of the Companies Act Manager under continual review, along strategy of the Company. 2006. In doing so, Directors must take into with a review of significant investment consideration the interests of the various decisions and the overall rationale for The Board is committed to maintaining open stakeholders of the Company, the impact holding the current portfolio. channels of communication and to engage with the Company has on the community and the environment, take a long-term view on shareholders in a manner which they find most Æ Investment Manager – the Company consequences of the decisions they make meaningful, in order to gain an understanding is reliant on the Investment Manager as well as aim to maintaining a reputation of the views of shareholders. These include: to implement the investment strategy for high standards of business conduct and successfully and the risk that this fair treatment between the members of the Æ Annual General Meeting (“AGM”) – The might not continue is managed by the Company. Company welcomes and encourages Board through regular and detailed | engagement with, and oversight of, the | | attendance, voting and participation | | --- | --- | --- | | manager together with the manager’s own | Fulfilling this duty naturally supports the | from shareholders at the AGM, during | | comprehensive investment and operating | Company in achieving its investment objective | which the Directors and the Investment | | processes. | and helps to ensure that all decisions are | Manager are available to discuss issues | | | made in a responsible and sustainable way. | affecting the Company and answer any | | | In accordance with the requirements of | questions. The Company values any | | | the Companies (Miscellaneous Reporting) | feedback and questions it may receive | | | Regulations 2018, the Company explains how | from shareholders ahead of and during | | | the Directors have discharged their duty under | the AGM. | Section 172 below. Æ Publications – The Annual and Interim Reports of the Company are made available on its website. These reports provide shareholders with a clear ## 37Rockwood Strategic Plc ## Strategic Report (continued) understanding of the Company’s portfolio The management of the Company’s portfolio key external providers and receives regular and financial position. This information is delegated to the Investment Manager, reporting from them, both through the Board is supplemented by a quarterly factsheet which manages the assets in accordance and Committee meetings, as well as outside and regular presentations which are with the Company’s objectives and policies. of the regular meeting cycle. Their advice and available on the website. Feedback and/ At each Board meeting, representatives from views are routinely taken into account. This or questions the Company receives from the Investment Manager are in attendance regular interaction provides an environment the shareholders help the Company evolve to present reports to the Directors covering where issues and business developments its reporting, aiming to render the reports the Company’s current and future activities, needs can be dealt with efficiently and and updates transparent and informative. portfolio of assets and its investment collegiately. The Audit Committee reviews performance over the preceding period. and evaluates the financial reporting control Æ Shareholder meetings – The Investment environments in place at each service provider. Manager and the Company’s Broker are in Maintaining a close and constructive working The Board formally assesses performance, regular contact with major shareholders. relationship with the Investment Manager is fees and continuing appointment annually to The Chairman and the other Directors crucial as the Board and Harwood Capital both ensure that the key service providers continue are available to meet with shareholders aim to continue to achieve long-term returns to function at an acceptable level and are to understand their views on governance in line with its investment objective. Important appropriately remunerated to deliver the and the Company’s performance where components in the collaboration with the expected level of service. they wish to do so. The results from Investment Manager, representative of the all meetings between the Investment Company’s culture, are: Employees, human rights, social and Manager, the Broker and shareholders, community issues and the views of the shareholders are Æ Operating in a fully supportive, co- The Board recognises the requirement under reported to the Board on a regular basis. | | | operative and open environment and | Companies Act 2006 to detail information | | --- | --- | --- | --- | | Æ Shareholder concerns – In the event | | maintaining ongoing communication with | about human rights, employees and community | | | shareholders wish to raise issues or | the Board between formal meetings; | issues, including information about any | | | concerns with the Directors, they are | | policies it has in relation to these matters and | Æ Encouraging open discussion with the welcome to do so at any time by writing the effectiveness of these policies. These Investment Manager, allowing time and to the Chairman. Other members of the requirements do not apply to the Company space for original and innovative thinking; Board are also available to shareholders as it has no employees, all the Directors are if they have concerns that have not been non-executive and it has outsourced all its Æ Recognising that the interests of addressed through the normal channels. functions to third-party service providers. The shareholders and the Investment Manager Shareholders wishing to communicate Company has therefore not reported further are for the most part well aligned, directly with the Board should contact in respect of these provisions, however, it adopting a tone of constructive challenge; the Company Secretary at the registered does expect its service providers and portfolio Æ Drawing on Board members’ individual companies to respect these requirements. office address on page 53. experience and knowledge to support Æ Investor relations updates – At every the Investment Manager in its monitoring Integrity and business ethics Board meeting, the Directors receive of and engagement with portfolio The Company is committed to carrying out updates from the Company’s Broker on companies; business in an honest and fair manner with the share trading activity, share price a zero-tolerance approach to bribery, tax Æ Willingness to make the Board members’ performance and any shareholders’ evasion and corruption. As such, policies and experience available to support the feedback, as well as updates from the procedures are in place to prevent the above. Investment Manager in the sound long- Investment Manager. To gain a deeper The Board’s expectations are that its principal term development of its business and understanding of the views of its service providers have similar governance resources, recognising that the long-term shareholders and potential investors, policies in place. The Company Secretary, on health of the Investment Manager is in the the Investment Manager also meet behalf of the Board, will seek assurances from interests of shareholders in the Company. regularly with shareholders. Any pertinent service providers on a regular basis. feedback is taken into account when Directors discuss the share capital In addition to the management fee, the Environmental, social and governance issues and any possible new share issuance Investment Manager also receives a The Company has no employees, property or under the Block Listing application. The performance fee if certain circumstances are activities other than investments, so its direct willingness of the shareholders, including met. In respect of the year ended 31 March environmental impact is minimal. In carrying the partners and staff of the Investment 2026, there was no performance fee as noted out its activities and in its relationships Manager, to maintain their holdings over on page 16. with service providers, the Company aims the long term period is another way for to conduct itself responsibly, ethically and the Board to gauge how the Company is Other service providers fairly. The Board is comprised entirely of meeting its objectives and suggests a In order to function as a closed-ended non-executive Directors and the day-to-day presence of a healthy corporate culture. investment company listed on the Main Market management of the Company’s business is of the London Stock Exchange, the Company delegated to the Investment Manager. The The Investment Manager relies on a diverse range of reputable advisors Investment Manager aims to be a responsible The Investment Manager’s performance is for support in meeting all relevant obligations. investor and considers environmental, critical for the Company to successfully deliver ethical and social issues with regards to their its investment strategy and meet its objective The Company’s main functions are delegated to investments. to provide shareholders with attractive total a number of service providers, each engaged return over a long-term period. under separate contracts. The Board, together The Directors believe that proxy voting is an with the Company Secretary, and Investment important part of the corporate governance Manager maintains regular contact with its process. It is the policy of the Company to ## 38 Rockwood Strategic Plc Financial Other Overview Statements Governance Information vote at all shareholder meetings of investee As well as considering the potential impact The Investment Manager is committed companies, and the Board has delegated voting of the Company’s principal risks and various to operating responsibly. The Investment activities to the Investment Manager. Whilst downside scenarios, such as a withdrawal Manager also recognises that the integration there is no specific policy, Investment Manager of shareholder interest in the niche asset of ESG considerations into its investment follows relevant regulatory requirements with class of UK smaller companies, the Board has assessments is important and that when these an aim to make voting decisions which will best also considered the following assumptions factors are addressed well they can have a support growth in shareholder value and will in considering the Company’s longer-term positive impact on the financial performance commonly take into account best practices viability: of the fund investments. regarding corporate governance, Board composition, remuneration and Environment, Æ there will continue to be demand for The Investment Manager assesses ESG Social and Governance (“ESG”) issues. investment trusts; factors during due diligence and incorporates conclusions into its engagement, strategic Æ the Board and the Investment Manager Modern Slavery Act 2015 and operational plan, investment thesis and will continue to adopt a long-term view The Company does not provide goods or investment risk assessment. They continue to when making investments; | services in the normal course of business, and | | | monitor factors post-investment and engage | | --- | --- | --- | --- | | as a financial investment vehicle does not have | Æ the Company invests principally in the | | when appropriate. The Investment Manager | | customers. The Directors do not therefore | | securities of UK listed companies to | expects companies to be minimising their | | consider that the Company is required to make | | which investors will wish to continue to | environmental footprint, without damaging | | a statement under the Modern Slavery Act 2015 | | have exposure; | the outlook for cash earnings and will engage | | in relation to slavery or human trafficking. The | | | where necessary to address lack of active | Æ regulation will not increase to a level Company’s suppliers are typically professional attention in this area. The Investment Manager that makes running the Company advisers and the Company’s supply chains are believes successful companies incorporate uneconomical; and considered to be low risk in this regard. In light the interests of multiple stakeholders into of the nature of the Company’s business there their business operations and their strategy Æ the performance of the Company will are no relevant human rights issues and the for maximising shareholder value. The continue to be satisfactory. Company does not have a human rights policy. governance factor is most important to our manager and investment strategy, enabling Going Concern Long Term Viability Statement effective approaches to environmental and The Directors consider the Company to be well In accordance with the UK Corporate social factors. The manager actively engages placed to operate for at least twelve months Governance Code, the Directors have carefully with companies as an integrated part of their from the date of this report, as the Company assessed the Company’s position and philosophy and process. This is often including has sufficient cash liquidity to pay its liabilities prospects as well as the principal risks and through Board representation, which helps as and when they fall due and also to invest in have formed a reasonable expectation that the ensure corporate governance is structured new opportunities as they arise. The cash and Company will be able to continue in operation appropriately, ‘groupthink’ is avoided and publicly tradeable investments when compared and meet its liabilities as they fall due over the Board is working effectively to deliver to the non-discretionary cash outflows of the next three financial years. The Board has shareholder value. the Company are more than sufficient to chosen a three-year horizon in view of the allow the Company to continue to meet these long-term nature and outlook adopted by the Stakeholder Engagement commitments, even if investee companies Investment Manager when making investment The following provides specifics on how the cease to be able to pay dividends or loan stock decisions. To make this assessment and interest. This has been further discussed in Board evaluates the needs and priorities of the in reaching this conclusion, the Board has note 1 to the Financial Statements. Company’s stakeholders and how these are considered the Company’s financial position taken into account in all of its conversations and its ability to liquidate its portfolio and meet Section 172 Statement and decision-making processes. All its liabilities as they fall due: Section 172 of the Companies Act 2006 (the discussions includes a thorough analysis of the ‘Act’) requires Directors to act in good faith and decisions’ long-term effects and stakeholders’ Æ the portfolio is comprised of investments in a way that is the most likely to promote the implications. 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. ## 39Rockwood Strategic Plc ## Strategic Report (continued) | 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 held a | There was over 96% | | | the Company’s ability to access | its shareholders in a number of ways | | General Meeting to seek permission | of votes cast for the | | | capital to support its strategic | including: | | to increase the number of shares | resolutions put to | | | objectives and goals and in | | | issued. | the General Meeting. | | | ensuring the long-term success | Æ Through its annual and half- | | | 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 28 July 2026 at 11.00am. Investment The Board has contractually The Board regularly engages Full annual review of all aspects of The Board will review delegated the management of with the Investment Manager the Investment Manager agreement key investments and Manager the portfolio to the Investment and meets with the Investment and suitability of Manager. provide feedback. Manager Rockwood Asset Manager on a quarterly basis and Management. The performance other times throughout the year Rockwood Asset Management of Harwood Capital is crucial enabling the Directors to discuss provided a quarterly report to the to the Company executing the performance of the investee Board which provides an update on its investment strategy companies (amongst other matters) the 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 Rockwood reviewed by the Board as a whole Asset Management remains in the absence of a management important to the Board and and engagement Committee. In the long-term success of the addition, an annual appraisal of the Company. 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. ## 40 Rockwood Strategic Plc Financial Other Overview Statements Governance Information 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. Regulators RKW can only operate with The Company continues to monitor The Board carried out a review of No specific action the approval of its regulators and ensure its compliance with compliance with the new AIC Code required who have a legitimate interest the relevant regulatory, legal and of Governance to assess the extent in how the Company operates statutory obligations along with of its compliance and identify any in the market and treats its corporate governance best practice. gaps for future reporting. Regular shareholders. 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 has continued to review and monitor the Company’s compliance with the new AIC Code of Governance which came into effect for the current 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. Risk Management Matrix Principal Risk and Uncertainties Key Mitigation Investment performance is not comparable to the expectations The Board reviews and discusses the Company’s performance against ofinvestors its investment objective and policy, and assesses performance in Consistently poor performance could lead to a fall in the share price comparison to industry peers and the broader comparative marker. and a widening of the discount. The success of the Company depends The Board also keeps the performance of the Portfolio Manager under on the Portfolio Manager’s ability to identify, acquire and realise continual review, along with a review of significant stock decisions and investments in accordance with the Company’s investment policy. the overall rationale for holding the current portfolio. In addition, the This, in turn, depends on the ability of the Portfolio Manager to apply its Management Engagement Committee/conducts an annual appraisal of investment processes and identify suitable investments. the Portfolio Manager. ## 41Rockwood Strategic Plc ## Strategic Report (continued) Principal Risk and Uncertainties Key Mitigation Share price performance The Board monitors the relationship between the share price and The market price of the Company’s shares, like shares in all investment the NAV, including regular review of the level of discount relative to companies, may fluctuate independently of the NAV and therefore may that of companies in the sector. The Company has taken powers to not reflect the underlying NAV of the shares. The shares could trade at re-purchase shares and will consider doing so to reduce the volatility of a discount or premium to NAV at different times, depending on factors any share price discount. The Company has also taken powers to issue such as market conditions, investors’ perceptions of the merits of the shares (only at a premium to NAV) to provide liquidity to the market to Company’s objective and investment policy, supply and demand for the meet investor demand by way of issue of further shares. shares and the extent investors value the activities of the Company and/ or the Portfolio Manager. No share buybacks were undertaken during the year. The Company issued a total of 17,266,097 new shares through tap issuances during the year to 31 March 2026. The Board, other than Sangita Shah who was appointed as a Non- Executive Director on 1 April 2026, 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 Board maintains a good level of communication and has a good The identification and selection of investment opportunities and the relationship with the Portfolio Manager, and regularly reviews the management of the day-to-day activities of the Company depends on Portfolio Manager’s performance at Board meetings. The Portfolio the diligence, skill, judgement and business contacts of the Portfolio Manager’s Compliance Officer also reports to the Board regularly and Manager’s investment professionals and the information and deal the Portfolio Manager would report to the Board immediately in the flow they generate during the normal course of their activities. The event of any change in key personnel. Company’s future success depends on the continuing ability of these individuals to provide services and the Portfolio Manager’s ability Rockwood Asset Management as Portfolio Manager has appointed an to strategically recruit, retain and motivate new talented personnel investment team consisting of Richard Staveley and Nicholas Mills, both as required. The departure of some or all of the Portfolio Manager’s of whom are experienced in managing the portfolio in accordance with investment professionals could prevent the Company from achieving its the Company’s principles and investment strategy. investment objective and give rise to a significant public perception risk regarding the potential performance of the Company. Material changes within the Portfolio Manager’s organisation The Portfolio Manager has advance notice of any material changes Material changes could occur within the Portfolio Manager’s within its organisation and would report to the Board immediately in organisation or its affiliates which are to the detriment of the the event of any such changes, including within its organisation and Company’s standing in respect of its competitors and its profitability. affiliates or to its key personnel. 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 ## 42 Rockwood Strategic Plc Financial Other Overview Statements Governance Information Principal Risk and Uncertainties Key Mitigation 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 16 June 2026 ## 43Rockwood Strategic Plc ## Corporate Governance ## Report | AIC Code Statement of Compliance | | Details of how the Company has complied | assumptions of the Investment Manager and | | --- | --- | --- | --- | | The Company maintained its compliance with | | with the principles and provisions of the AIC | hold third-party service providers to account. | | the AIC Code of Corporate Governance, the | | Code are set out its Corporate Governance | | | latest version of which was issued in August | | Statement which can be found on the | All members of the Board other than Sangita | | 2024 and applies to accounting periods | | Company’s website. | Shah, who was appointed as a Non-Executive | | beginning on or after 1 January 2025 (the AIC | | | Director on 1 April 2026, own shares in the | | Code), except as set out below: | | The AIC Code is available on the AIC website | Company. Further detail on each of their | | | | (www.theaic.co.uk). It includes an explanation | shareholding can be found on page 48. After | | Æ The Directors do not consider it | | of how the AIC Code adapts the Principles and | consideration of the above factors, and taking | | | appropriate to establish a nomination, | Provisions set out in the UK Code to make them | into account guidance from the AIC, which | | | remuneration or a management and | relevant for investment companies. | encourages Directors owning shares, the | | | engagement Committee. The functions | | Board is of the view that all the Non-Executive | | | that carried out by these Committees | The Board of Directors | Directors continue to be independent in | | | are dealt with by the full Board, which is | The Board is responsible for the effective | character and judgement and free from | | | comprised of non-executive Directors. | oversight and long-term sustainable success | relationships or circumstances that could | | | | of the Company, generating value for | affect their judgement within the meaning | Æ As the Company has no employees and its shareholders and controlling of all aspects of of the AIC Code. The Board considers that all functions are undertaken by third parties, the Company’s affairs, notwithstanding any Directors continue to be committed to their the Audit Committee does not consider it delegation of responsibilities to third parties. roles and have sufficient time available to meet necessary for the Company to establish its their Board responsibilities. own internal audit function. From time to The Board oversees the role of the Investment time, the Audit Committee will review the Manager who are seeking to grow net asset Ken Lever acted the Senior Independent requirement of an internal audit function value over the long-term by executing on the Director of the Company during the financial and material controls, and if established, agreed investment policy. year. He provided a sounding Board for the will carry out effectiveness reviews as Chairman and served as an intermediary for required under AIC Provision 34. | | | The Board consists of three independent non- | the other Directors and shareholders. Mr Lever | | --- | --- | --- | --- | | Æ The Board will review on an annual basis | | executive Directors, all whom are independent | also provided a channel for any shareholder | | | the Company’s application of the AIC Code | of the Investment Manager. No one individual | concerns regarding the Chairman and took the | | | of Corporate Governance and whether it | dominates the Board’s decision making. The | lead in the annual evaluation of the Chairman | | | remains applicable for a company of this | Board have an Investment Manager Agreement | by the other independent Directors. Ken | | | size. | in place and this agreement is reviewed | has given notice of his intention not to seek | | | | annually. | re-election as a Non-Executive Director at the | | The AIC Code is made up of 17 principles and 35 | | | Company’s upcoming AGM on 28 July 2026 | | provisions over five sections covering: | | The Board considers the required time | Paul Dudley will take on the role of Senior | | | | commitment annually and during the year | Independent Director on Ken’s departure. | | 1. Board Leadership and Purpose; | | under review all Directors continued to devote | | | | | sufficient amount of time to the business of | The names and responsibilities of the | 2. Division of Responsibilities; | | RKW. The Directors possess a wide range of | Directors, together with their biographies and | | --- | --- | --- | | 3. Composition, Succession and Evaluation; | skills, knowledge and experience relevant | details of their significant commitments, are | | | to the leadership of the Company, including | set out on pages 26 and 27. | 4. Audit, Risk and Internal Control; and financial, legal, and regulatory and industry 5. Remuneration. experience as well as the ability to provide constructive challenge to the views and ## 44 Rockwood Strategic Plc Financial Other Overview Statements Governance Information Board and Committee meetings The Directors have access to the advice the Board will carefully assess their ongoing The Board holds quarterly Board meetings (with and services of the Company Secretary independence, expertise, and contributions. additional meetings arranged as necessary) and individual Directors are able to take Kenneth Lever is the only director to have where it considers investment performance, independent legal and financial advice at the served before the restructuring of the fund, investor relations, share price performance and Company’s expense when necessary to support the appointment of Harwood as investment other relevant matters. Regular discussions are the performance of their duties as Directors. manager and the listing on the main market. held with the manager and its advisers about During the year, the Chairman met regularly Ken has given notice of his intention not to the discount to NAV at which the shares trade with the Non-Executive Directors without the seek re-election as a Non-Executive Director and how this might be reduced. manager present. at the Company’s forthcoming Annual General Meeting, to be held on 28 July 2026. | The Company Secretary and Investment | The table below sets out the attendance record | | | --- | --- | --- | | Manager regularly provide the Board with | of individual Directors at the scheduled Board | The appointment of any new Director is made | | relevant statutory, regulatory and corporate | and Committee meetings held during the year | on the basis of assessing the candidate’s merits | | governance updates relating to the sector in | ended 31 March 2026: | and measuring his or her skills and experience | | which the Company operates. At each Board | | against the criteria identified by the Board. | | meeting, representatives from the Investment | | Whilst the Board has not put in place a policy | Scheduled | Manager attend to present verbal and written | | | | | | on diversity, the Board fully endorses the AIC | | --- | --- | --- | --- | --- | --- | --- | | | | Scheduled | | | Audit | | | reports covering the Company’s portfolio and | | | | | | Code principle to promote diversity of gender, | | | | | Board | Committee | | | | investment performance over the period. | | Meetings | | Meetings | | social and ethnic backgrounds on the Board | | Communication between the Board and | | | | | | and would always consider this when making | | | Current | | Number | | Number | | | the Investment Manager and other service | | | | | | any new Director appointments. Following the | | | Directors | attended | | attended | | | | providers is maintained between formal | | | | | | appointment of Sangita Shah on 1 April 2026, | | meetings. | Noel Lamb* 5/5 n/a | | | | | the Board is currently made up of three male | Directors and one female Director, which will Kenneth Lever 5/5 2/2 | The Board reviews annually the performance, | | reduce to two male Directors and one female | | --- | --- | --- | | services and the terms of its engagement | Paul Dudley 5/5 2/2 | Director at the AGM on 28 July 2026, when | | with all the Company’s third-party providers | | Kenneth Lever steps down. There are no other | | to ensure they continue to be competitive and | * not a member of the Audit Committee | employees in the Company. | effective. Strategy sessions are held annually, | and the Board may meet from time to time | Conflicts of interest | The Board recognises the importance of | | --- | --- | --- | | without the Investment Manager present, when | The Company has effective procedures in place | succession planning to refresh the Board and | | considering the manager’s performance, fees | to monitor and deal with conflicts of interest. | the AIC provisions relating to this. Succession | | and contractual arrangements. | A register has been set up to record all actual | plans are under review to address and review | | | and potential conflict situations which have | the Board’s policy on tenure. Succession | | The Board has delegated certain | been declared. All declared conflicts have been | planning also features as an ongoing agenda | | responsibilities to its Audit Committee | approved by the Board. The Board is aware of | item at Board meetings, it is envisaged that | | so that it can operate efficiently and give | the other commitments and interests of its | should a Board member be unable to fulfil their | | an appropriate level of attention and | Directors, and changes to these commitments | duties for a period of time, one of the other | | consideration to relevant matters. Given | and interests are reported to and, where | Directors with the most appropriate experience | | the size of the Board, the Directors do | appropriate, agreed with the rest of the Board. | would step in to perform the role on an interim | | not consider it appropriate to establish a | | basis until a longer-term solution is identified. | | nomination, remuneration or a management | Directors’ appointment and re-election | | | and engagement Committee. The functions | All Non-Executive Directors are appointed on | The Company considers annual re-election of | | that would normally be carried out the most | the basis of letters of appointments which | the Directors to be good corporate governance | | appropriate experience would step in to | provide for a maximum of three months’ notice | and has therefore chosen to follow this | | perform the role on an interim basis until a | of termination by the Director or the Company. | practice. The Directors have considered the | | longer-term solution is identified. | The letters of appointment are available for | performance of each Director serving on the | | | inspection at each AGM. | Board, including the Chairman, and believe | | The Board and its Audit Committee are | | that each of the Directors continues to make a | | supported by the Company Secretary who | The Board remains committed to uphold | valuable contribution to Board discussions and | | ensures that appropriate policies and | the principles set out in the AIC Code. We | decisions and supports their re-election at the | | procedures are in place in order for the Board | recognise the recommendation under Principle | 2026 AGM. | | to function effectively and efficiently. A | 13 that Board members should generally serve | | | formal agenda is produced for each meeting | no more than nine years to ensure ongoing | | | and papers are distributed several days | independence and refreshment of the Board. | | | before meetings take place allowing all Board | However, we also understand the need for | | | members to contribute even if they are unable | flexibility in certain circumstances to align | | | to attend. | with the best interests of the Company and | | its shareholders. In cases where a Director’s continued service is deemed highly beneficial, ## 45Rockwood Strategic Plc ## Corporate Governance Report (continued) Board evaluation effectiveness of each outsourced functions The Board has formalised a process to conduct risk management framework and ensures that a regular evaluation of its performance and that the Company’s operational risk is managed of individual Directors and its Audit Committee appropriately. These reviews also cover areas on an annual basis. This process is led by such as the safeguarding of assets, regulatory the Chairman (supported by the Company compliance and the accuracy of the financial Secretary) and is conducted internally using reporting process. The Board remains a questionnaire designed to assess the satisfied that the outsourced functions are strengths and weaknesses of the Board being performed to a high standard and that and its Committees, the composition of the effective risk management and internal control Board, how effectively Board members work procedures are in place to protect the interests together. Each Director is required to complete of shareholders. a questionnaire covering the assessment of the composition, functioning and operation The Company’s Ordinary Shares are quoted on of the Board as a whole and a similar review of the Main Market of the London Stock Exchange the effectiveness of the Audit Committee and under reference RKW. Investment Manager is also carried out. The | last formal process was carried out during the | UK Stewardship | | --- | --- | | year ended 31 March 2024 which involved the | The Board and the Investment Manager | | circulation of a Board Evaluation questionnaire | support the UK Stewardship Code, issued | | which is tailored to suit the nature of the | by the FRC, which sets out the principles of | | Company. The results were discussed between | effective stewardship by institutional investors. | | the Chairman and each of the Directors. | The Investment Manager has had extensive | | Owing to the changes in Board composition | experience and a strong commitment to | | during 2026, a Board Evaluation will take place | effective stewardship. | towards the end of the year. Ben Harber The Chairman remains satisfied that the Company Secretary structure and operation of the Board continues 16 June 2026 to be effective and relevant and that there is a satisfactory mix of skills, experience and knowledge of the Company. The Board had considered the position of all the Directors including the Chairman and believes that it would be in the Company’s best interests to propose them for re-election. The Board does not consider it necessary at present to employ the services or to incur the additional expense of an external third-party to conduct the evaluation process but will keep this under review. Internal controls and risk management systems The Board is overall responsible for overseeing the Company’s system of internal controls ensuring that appropriate procedures are in place to manage risks. The company has no employees and outsources all of its operational functions, including but not limited, to investment management, fund administration and custodian services. The Board through its Audit Committee conducts an annual review of internal governance, systems and controls employed by its services providers which is prepared by the compliance officer at Harwood. The review assesses the ## 46 Rockwood Strategic Plc Financial Other Overview Statements Governance Information ## Directors’ Remuneration ## Report The report on Directors’ remuneration for the year ended 31 March 2026 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 2025 with moderate fee increases effective from 1 January 2026. The Directors Remuneration Policy can be found on page 49. 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) 2026 2026 2025 2025 2024 2024 2023 2023 2022 2022 2021 Fees % changes Fees % changes Fees % changes Fees % changes Fees % changes Fees Noel Lamb 50,625 4 48,500 9 44,328 11 40,000 – 40,000 – – Kenneth Lever 33,919 10 30,875 7 28,814 5 27,500 – 27,500 – 27,500 Paul Dudley 31,894 5 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 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2026 | | | 2025 | | | 2024 | | | 2023 | | | 2022 | | | | | (£) | | | (£) | | | (£) | | | (£) | | | (£) | Noel Lamb 50,625 48,500 44,328 40,000 40,000 Kenneth Lever 33,919 30,875 28,814 27,500 27,500 Paul Dudley 31,894 30,375 28,814 16,042 – Graham Bird – – – 11,458 22,300 David Potter – – – – 24,400 Charles Berry – – – – 25,900 Helen Sinclair – – – – 41,300 Simon Pyper – – – – 27,500 Total annual fees payable as at the Year End 116,438 109,750 101,956 95,000 208,900 ## 47Rockwood Strategic Plc ## Directors’ Remuneration Report (continued) | The total aggregate annual fees cap payable | reflects the duties and responsibilities of the | Voting at AGM | | --- | --- | --- | | to Directors under the Company’s Articles of | Directors and the value and amount of time | The Directors’ Remuneration Report for the | | Association (Articles) is £250,000. As per the | committed to the Company’s affairs. | year ended 31 March 2025 was approved at the | | Company’s Articles, the Directors are entitled | | AGM held on 29 July 2025. The votes cast by | The Directors are aware of the requirement to be paid all reasonable expenses properly proxy on the resolution were: to provide shareholders and other interested incurred in the performance of their duties as parties with an analysis of Directors’ Directors including their expenses travelling to Directors’ Remuneration against the remuneration of and from Board and Committee meetings. Remuneration Report employees or the amount of distribution to As the Board is solely composed of shareholders. However, the Company has no Number of % of votes votes cast Independent Non-Executive Directors, the employees. The Company is not recommending consideration of their remuneration does not a dividend in respect of the year ended For 13,789,201 99.81% involve any variable or performance-related 31 March 2026. Against 26,855 0.19% bonuses, or other benefits such as pensions. The Directors serving during the year-ended The level of remuneration has been set in order Total votes cast 13,816,056 100.00% 31 March 2026 had the following interests in the to attract individuals of a calibre appropriate share capital of the Company: to the future development of the Company and Noel Lamb Five year performance record 16 June 2026 The following graph provides the performance of the fund over a 5 year period. 2021 2022 2023 2024 2025 2026 350 300 250 200 150 100 50 0 Directors and their interests | As at | | As at | | As at | | --- | --- | --- | --- | --- | | 16 June | 31 March | | 31 March | | | 2026 | | 2026 | | 2025 | Noel Lamb 50,000 50,000 30,000 Kenneth Lever 35,550 35,550 35,550 Paul Dudley 25,000 25,000 15,210 Relative importance of spend on Directors’ fees The table below sets out total directors’ fees relative to NAV. | 31 March | | 31 March | | | --- | --- | --- | --- | | | 2026 | | 2025 | | | (£) | | (£) | Total Directors’ fees £116,438 £109,750 NAV £149,429,000 £96,576,000 The Directors’ fees as a percentage of NAV for the year to 31 March 2026 were 0.078% and for the year to 31 March 2025 were 0.114%. ## 48 Rockwood Strategic Plc Financial Other Overview Statements Governance Information ## Directors’ Remuneration ## Policy The Remuneration Policy (the “Policy”) was by them in or about the performance of their duties as Director, including any expenses incurred initially approved by shareholders at the in attending meetings of the Board or any Committee of the Board or general meetings of the 2023 Annual General Meeting (“AGM”) of the Company. Directors’ and Officers’ liability insurance cover is maintained by the Company on behalf Company. The Board is not proposing to make of the Directors. any major changes to the existing Policy Fees are reviewed annually in accordance with the above policy. The fee for any new Director however in line with industry best practice appointed to the Board will be determined on the same basis. The Company is committed to and the three-year Policy cycle the Company ongoing shareholder dialogue and any views expressed by shareholders on the fees being paid will be seeking shareholder approval at this to Directors would be taken into consideration by the Board when reviewing the Directors’ year’s AGM. The effective date of this Policy remuneration policy and in the annual review of Directors’ fees. Compensation will not be made is the date on which the Policy is approved by upon early termination of appointment. The Directors’ Remuneration Report was approved by the shareholders. Board and signed on its behalf by: The Company follows the recommendation of the AIC Code that non-executive Directors’ Rate as at remuneration should reflect the time Component Role 31 March 2026 Purpose of Remuneration commitment and responsibilities of the role. Annual Fee Chairman £50,625 Commitment as Chairman The Board’s policy is that the remuneration of non-executive Directors should reflect the Chairman of the Commitment as Audit experience of the Board as a whole, and be Annual Fee Audit Committee £33,919 Committee Chairman determined with reference to comparable Independent Non- Commitment as organisations and appointments. All Directors Annual Fee Executive Director £31,894 Non-Executive Director are non-executive, appointed under the terms of letters of appointment. There are no For extra or special services service contracts in place. The Company has performed in their role as a no employees. The fees for the non-executive Additional Fee All Directors N/A Director Directors are determined within the limits Reimbursement of expenses (not to exceed £250,000 per annum) set out in incurred in the performance the Company’s Articles of Association, or any Expenses All Directors N/A of duties as a Director greater sum that may be determined by special resolution of the Company. Directors are not eligible for bonuses, share options, long-term incentive schemes or other performance- Noel Lamb related benefits as the Board does not believe Chairman that this is appropriate for non-executive Directors. There are no pension arrangements 16 June 2026 or retirement benefits in place for the Directors of the Company. Under the Company’s Articles 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 additional remuneration as the Board, or any Committee authorised by the Board, may from time to time determine. The Directors are entitled to be repaid all reasonable travelling, hotel and other expenses properly incurred ## 49Rockwood Strategic Plc ## Directors’ Report | The Directors present their Annual Report and | investors. Due to the nature of the company | of certain liabilities which may be incurred by | | --- | --- | --- | | the audited Financial Statements for the year- | as an investment trust, no research and | them in connection with the activities of the | | ended 31 March 2026. | development activities are carried out. | Company. | | Activities | The Company has no employees but has | Acquisition of Own Shares | | Rockwood Strategic plc (the Company) is | a Board consisting of four non-executive | There was no acquisition of own shares during | | a Main Market listed investment company | Directors. This number will reduce to three | the year. | | invested in a focused portfolio of smaller UK | when Ken Lever steps down as a Non- | | | public companies. The strategy identifies | Executive Director at the Company’s upcoming | Share capital | | undervalued shares, where the potential exists | AGM on 28 June 2026. | As at 31 March 2026, the Company’s issued share | | to improve returns and where the Company is | | capital was 56,083,760 Ordinary Shares of 5 | | benefitting, or will benefit, from operational, | Directors | pence each, of which none were held in treasury. | | strategic or management changes. These | The Directors in office at the date of this | | Financial risk management unlock, create or realise shareholder value for Annual Report are shown on pages 26 and 27. The principal risks and uncertainties regarding the Company’s future financial performance are Substantial shareholdings set out in note 13 of the Financial Statements. As at 27 May 2026, the Company has been notified of the following substantial interests The Directors do not consider that the Company representing 2% or more of its total voting rights: faces any significant credit risk, liquidity risk or cash flow risk. % of total Shareholder voting rights Going Concern The Directors consider the Company to be well Harwood Capital (London) 14.77 placed to operate for at least twelve months Interactive Investor (Manchester) 11.80 (16 June 2027) from the date of this report, as the Company has sufficient cash liquidity to Hargreaves Lansdown Asset Mgt (Bristol) 10.96 pay its liabilities as and when they fall due and AJ Bell Securities (Tunbridge Wells) 7.83 also to invest in new opportunities as they arise. The cash and publicly tradeable investments Charles Stanley (London) 4.90 when compared to the non-discretionary James Sharp & Co (Bolton) 2.31 cash outflows of the Company are more than sufficient to allow the Company to continue Dividend Consequently, the Company consumed less to meet these commitments, even if investee The Company is not recommending a dividend than 40,000 kWh of energy during the year companies cease to be able to pay dividends for the year ended 31 March 2026 (2025: 0.0p) in respect of which the Directors’ Report is or loan stock interest. This has been further prepared and therefore is exempt from the discussed in note 1 to the Financial Statements. Global Greenhouse Gas Emissions for the Year disclosures required under the Streamlined ended 31 March 2026 Energy and Carbon Reporting criteria. The Company is an investment trust, with neither employees nor premises, nor has it Political Donations any financial or operational control of the The Company has not made any political assets which it owns. It has no greenhouse donations in the past, nor does it intend to do so gas emissions to report from its operations in the future. nor does it have responsibility for any other | emissions producing sources under the | Qualifying Indemnity Provision | | --- | --- | | Companies Act 2006 (Strategic Report and | The Company has maintained Directors’ and | | Directors’ Report) Regulations 2013, including | Officers’ Liability Insurance on behalf of the | | those within the Company’s underlying | Directors, through a policy arranged by the | | investment portfolio. | manager, indemnifying the Directors in respect | ## 50 Rockwood Strategic Plc Financial Other Overview Statements Governance Information | Share price | | Resolution 7: Auditor | The Directors shall ensure that all legal and | | --- | --- | --- | --- | | In the year, the share price reached a maximum | | The re-appointment of MHA Audit Services LLP | regulatory requirements associated with any | | of 310.0p (1 decimal place) and a minimum of | | (trading as MHA) as auditor and a Resolution | future purchases of the Company’s own shares | | 228.0p (1 decimal place). The closing share | | allowing the Directors to determine their | are fulfilled including, in the event that the | | price on 31 March 2026 was 259.0p (1 decimal | | remuneration. | purchase would result in any shareholder being | | place). | | | obliged to make an offer under Rule 9.1 of the | | | | Resolution 8: Directors’ authority to allot shares | Takeover Code and the requirement to seek a | | Post Balance Sheet Events | | The Directors are seeking the usual authority | waiver from the Takeover Panel. | | The Company has issued for cash 1,630,000 | | to allot shares. Resolution 8 in the Notice of | | | ordinary shares of 5 pence each in April and | | Annual General Meeting seeks authority to allot | The authorities contained in Resolutions 8, | | June 2026 from its blocklisting facility, the | | Ordinary Shares up to an aggregate nominal | 9 and 10 will continue until the AGM of the | | details of which are set out in note 16. Future | | amount of £1,154,275.20. £1,154,275.20 (being | Company in 2027. It is intended that renewal of | | Developments are covered in the Investments | | an amount equal to 40% of the total issued | these authorities will be sought at each AGM. | | Managers Report on page 28. | | share capital of the Company as at the date | | | | | of this report). The Directors have no present | Resolution 12: THAT a general meeting other | | Audit information | | intention to exercise this authority. | than an Annual General Meeting may be called | | Each of the Directors who held office at the | | | on not less than 14 clear days’ notice during | | date of approval of the Report of the Directors | | Resolutions 9 and 10: Authority to allot shares | the period from the date of the passing of this | | confirms that: | | outside of pre-emption rights | resolution until the conclusion of the next | | | | Subject to the passing of Resolution 8, | Annual General Meeting of the Company. | | 1. So far as the Director is aware, there is no | | Resolutions 9 and 10 will allow the Company to | | | | relevant audit information of which the | issue, in aggregate, up to 40% of the number | Recommendation | | | Company’s auditor is unaware; and | of Ordinary Shares in issue as at 31 March 2026, | The Board considers that the passing of the | | | | and to sell Ordinary Shares held in treasury for | Resolutions to be proposed at the AGM is in the | | 2. The Director has taken all the steps that | | cash as if section 561 of the Companies Act | interests of the Company and its shareholders | | | they should have taken as a Director in | 2006 did not apply. The Directors recognise | as a whole and they unanimously recommend | | | order to make themselves aware of any | that this authority is beyond the standard | that shareholders vote in favour of those | | | relevant audit information and to establish | 10.0% sought by investment companies, but | resolutions. | | | that the Company’s auditor is aware of | believe that the passing of both resolution | | | | that information. | 9 and resolution 10 is in the interests of | Approved by the Board of Directors and signed | | | | Shareholders, given that the authority is | on its behalf | | Annual General Meeting | | intended to be used to fund future acquisitions | | | The Notice of Annual General Meeting to be | | of investments in line with the Company’s | | | held at 11.00am on Tuesday, 28 July 2026 is set | | investment policy, thereby mitigating the | | | out on pages 54 to 57. Details of the business to | | potential dilution of investment returns for | | | be transacted are outlined below: | | existing Shareholders. Furthermore, new | | | | | Ordinary Shares issued under this authority | Ben Harber | | Resolution 1: Report and accounts | | will only be issued at a minimum price equal | Company Secretary | | As required by company law, the annual report | | to the relevant prevailing net asset value per | | 16 June 2026 and accounts will be laid before shareholders. share plus a premium to cover any expenses of the relevant issue and therefore should not Resolutions 2: Remuneration Report be dilutive to the net asset value (“NAV”) per The Directors are seeking the authorisation to existing share. approve the Directors Remuneration Report for the financial year ended 31 March 2026 as set If Resolution 9 is passed but resolution 10 is out on pages 47 and 48.. not passed, Shareholders will only be granting Directors the authority to allot up 20.0% of the Resolutions 3: Remuneration Policy existing issued Ordinary Share capital of the In line with industry best practice and the Company. three-year Policy cycle the Company will be seeking shareholder approval of the Directors’ Resolution 11: Authority to make market Remuneration Policy at this year’s AGM. purchases of the Company’s own shares Resolution 11, which is a special resolution, will | Resolutions 4 to 6: Re-election of Directors | give the Company authority to make market | | --- | --- | | Each of the Directors will stand for re-election | purchases of up to 8,657,064 Ordinary Shares. | | at the AGM. Ken Lever has given notice of his | The Resolution sets minimum and maximum | | intention not to seek re-election as a Non- | prices. The Directors will only use this authority | | Executive Director. | to undertake a further share buyback and | consider it useful to retain the authority for the future in case circumstances alter. ## 51Rockwood Strategic Plc # 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. 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 2026 | | --- | --- | | Investment management fee | 1,349,000 | | Administrative expenses | 775,000 | | Less: one off legal and professional fees | (1,000) | | **Total** | **2,123,000** | | Average cum income net asset value throughout the period | (b) 133,216,827 | | Ongoing expenses (c=a/b) | (c) 1.59% | ### 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 2026 | | --- | --- | | **NAV Total Return** | | | NAV 31 March 2026 | (a) 266.44 | | NAV 31 March 2025 | (b) 248.79 | | Increase in NAV (d=a-b+c) | (d) 17.65 | | Total Return (e=d/b) | (e) 7.1% | | **Share Price Total Return** | | | Share price 31 March 2026 | (a) 259.00 | | Share price 31 March 2025 | (b) 253.00 | | Increase in share price (c=a-b) | (d) 6.00 | | Total Return (d=c/b) | (e) 2.4% | 52 Rockwood Strategic Plc Financial Other Overview Statements Governance Information ## 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 | | S Shah | 5 Appold Street | Leeds | | | London | LS1 4DL | | Company Secretary | EC2A 2DA | | | Ben Harber | | Financial Advisor and Broker | | C/O Arch Law Limited | Solicitors | Singer Capital Markets | | Floor 2 | Shoosmiths LLP | 1 Bartholomew Lane | | 8 Bishopsgate | 1 Bow Churchyard | London | | London | London | EC2N 2AX | | EC2N 4BQ | EC4M 9DQ | | | Registered Office | Auditor | | | C/O Arch Law Limited | MHA Audit Services LLP (MHA) | Please contact a member of the Rockwood | | Floor 2 | Building 4 | Strategic team if you wish to discuss your | investment or provide feedback on this 8 Bishopsgate Foundation Park document. Rockwood Strategic is committed London Roxborough Way to meeting the needs and expectations EC2N 4BQ Maidenhead of all stakeholders and welcomes any SL6 3UD suggestions to improve its service delivery. Investment Manager https://www.rockwoodstrategic.co.uk/ Rockwood Asset Management (a trading name of Harwood Private Capital LLP which is part of the Harwood Capital Group). ## 53Rockwood Strategic Plc ## Notice of Annual ## General Meeting | NOTICE IS GIVEN that the Annual General | | 8. 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 Shoosmiths, 1 Bow Churchyard, | | | in accordance with section 551 of the | | pro-rata offer in favour of the holders of | | London EC4M 9DQ at 11.00am on 28 July 2026 | | | Companies Act 2006 (the Act) to exercise | | Ordinary Shares in the Company where the | | to consider the following resolutions, of which | | | all the powers of the Company to allot | | equity securities respectively attributable | | resolutions 1 to 8 will be proposed as ordinary | | | shares in the Company or to grant | | to the interests of all such holders of | | resolutions and resolutions 9 to 12 will be | | | rights to subscribe for, or convert any | | shares are proportionate (as nearly as | | proposed as special resolutions: | | | security into, shares in the Company | | may be) to the respective numbers of | | | | | (Rights) up to an aggregate nominal | | shares held by them, provided that the | | Ordinary Resolutions | | | amount of £1,154,275.20 during the | | Directors of the Company may make such | | 1. To receive the Annual Report and | | | period commencing on the date of the | | arrangements in respect of overseas | | | Accounts for the year-ended 31 March | | passing of this resolution and expiring | | holders of shares and/or to deal with | | | 2026. | | at the conclusion of the next AGM of the | | fractional entitlements as they consider | | | | | Company or 15 months from the passing | | necessary or convenient; and | | 2. To receive and adopt the Directors’ | | | of this resolution, whichever is earlier, | | | | | Remuneration Report. | | and provided further that the Company | (b) the allotment (otherwise than under | | | | | | shall be entitled before such expiry to | | sub-paragraph (a) above) of equity | | 3. To receive and approve the Directors’ | | | make an offer or agreement which would | | securities and/or the sale or transfer of | | | Remuneration Policy. | | or might require shares to be allotted or | | shares held by the Company in treasury | | | | | Rights to be granted after such expiry | | (as the Directors shall deem appropriate) | | 4. To re-elect Paul Dudley as a Director of the | | | and the Directors shall be entitled to allot | | up to an aggregate nominal amount of | | | Company. | | shares and grant Rights under such offer | | £577,137.60 (representing approximately | | | | | or agreement as if this authority had not | | 20.0% of the ordinary share capital of the | | 5. To re-elect Noel Lamb as a Director of the | | | expired. | | Company at the latest practicable date | | | Company. | | | | before publication of this Notice). | Special Resolutions | 6. To re-elect Sangita Shah as a Director of | | 9. THAT, subject to and conditional upon | | and this authority shall expire at the conclusion | | --- | --- | --- | --- | --- | | | the Company. | | the passing of resolution 8 above, the | of the next AGM of the Company or 15 months | | | | | Directors of the Company be empowered | from the passing of this resolution, whichever | | 7. To reappoint MHA Audit Services | | | under section 570 of the Companies Act | is earlier, provided that the Company may | | | LLP (trading as MHA) as auditors to | | 2006 (the Act) to allot equity securities | before such expiry make offers or agreements | | | the Company to hold office until the | | (within the meaning of section 560 of | which would or might require equity securities | | | conclusion of the next general meeting | | the Act) for cash and/or to sell or transfer | to be allotted after such expiry and the | | | at which accounts are laid before the | | shares held by the Company in treasury | Directors of the Company may allot equity | | | members and to authorise the Directors to | | (as the Directors shall deem appropriate) | securities under such offers or agreements | | | determine their fees. | | under the authority conferred on them | as if the power conferred by this resolution | | | | | under section 551 of the Act by resolution | had not expired and provided further that this | | | | | 8 above as if section 561(1) of the Act did | authority shall be in substitution for, and to the | | | | | not apply to any such allotment provided | exclusion of, any existing authority conferred | | | | | that this power shall be limited to: | on the Directors. | ## 54 Rockwood Strategic Plc Financial Other Overview Statements Governance Information | 10. THAT, subject to and conditional upon | | 11. THAT, the Company be generally and | | 12. That a general meeting other than an | | | --- | --- | --- | --- | --- | --- | | | the passing of resolution 8 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 9, 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 | | 8,657,064; | Company Secretary | | the Act by resolution 9 above as if section 16 June 2026 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 per holders of shares and/or to deal with Ordinary Share referred to in fractional entitlements as they consider sub-paragraphs (b) and (c) of this necessary or convenient; and resolution are 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 | | £577,137.60 (representing approximately | | or renewed prior to such time by the | | 20.0% 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. ## 55Rockwood 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 As mentioned above, the Company advises 1. To be entitled to attend and vote at the Meeting may also be able to appoint a proxy shareholders to vote electronically, or to appoint (and for the purpose of the determination by the electronically via the Proxymity platform, the Chair as their proxy as physical attendance Company of the number of votes they may cast), a process which has been agreed by the in person may now be permitted. | shareholders must be registered in the Register | Company and approved by the Registrar. | | | | --- | --- | --- | --- | | of Members of the Company at close of trading | For further information regarding | 9. CREST members who wish to appoint a proxy | | | on Friday, 24 July 2026. Changes to the Register | Proxymity, please go to www.proxymity.io. | | or proxies through the CREST electronic proxy | | of Members after the relevant deadline shall be | Your proxy must be lodged by 11.00am | | appointment service may do so for the Meeting | | disregarded in determining the rights of any | on Friday, 24 July 2026 in order to be | | (and any adjournment of the Meeting) by using | | person to attend and vote at the Meeting. | considered valid or, if the meeting is | | the procedures described in the CREST Manual | | | adjourned, by the time which is 48 hours | | (available from www.euroclear.com). CREST | 2. Shareholders, or their proxies, intending to before the time of the adjourned meeting. Personal Members or other CREST sponsored attend the Meeting in person are requested, if Before you can appoint a proxy via this members, and those CREST members who possible, to arrive at the Meeting venue at least process you will need to have agreed have appointed a service provider(s), should 30 minutes prior to the commencement of to Proxymity’s associated terms and refer to their CREST sponsor or voting service the Meeting at 10.40am (UK time) on Tuesday, conditions. It is important that you read provider(s), who will be able to take the 28 July 2026 so that their shareholding may these carefully as you will be bound by appropriate action on their behalf. be checked against the Company’s Register of them and they will govern the electronic Members and attendances recorded. 10. In order for a proxy appointment or instruction appointment of your proxy. An electronic made by means of CREST to be valid, the 3. Shareholders are entitled to appoint another proxy appointment via the Proxymity appropriate CREST message (a ‘CREST Proxy person as a proxy to exercise all or part of platform may be revoked completely by Instruction’) must be properly authenticated in their rights to attend and to speak and vote on sending an authenticated message via the accordance with Euroclear UK & International their behalf at the Meeting. A shareholder may platform instructing the removal of your Limited’s specifications and must contain the appoint more than one proxy in relation to the proxy vote. information required for such instructions, as Meeting provided that each proxy is appointed In order for a proxy appointment to be valid a described in the CREST Manual. The message to exercise the rights attached to a different form of proxy must be completed. In each case must be transmitted so as to be received by Ordinary Share or Ordinary Shares held by that the form of proxy must be received by MUFG the issuer’s agent (ID RA10) by 11.00am on shareholder. A proxy need not be a shareholder Corporate Markets, PXS 1, Central Square, Friday, 24 July 2026. For this purpose, the time of the Company. | | | 29 Wellington Street, Leeds LS1 4DL by 11.00am | of receipt will be taken to mean the time (as | | --- | --- | --- | --- | | 4. In the case of joint holders, where more than | | on Friday, 24 July 2026. | determined by the timestamp applied to the | | | one of the joint holders’ purports to appoint a | | message by the CREST application host) from | Shareholders can vote electronically via the proxy, only the appointment submitted by the which the issuer’s agent is able to retrieve the Investor Centre, a free app for smartphone and most senior holder will be accepted. Seniority message by enquiry to CREST in the manner tablet provided by MUFG Corporate Markets (the is determined by the order in which the names prescribed by CREST. After this time, any Company’s registrar). It allows you to securely of the joint holders appear in the Company’s change of instructions to proxies appointed manage and monitor your shareholdings in Register of Members in respect of the joint through CREST should be communicated to the real time, take part in online voting, keep your holding (the first named being the most senior). appointee through other means. details up to date, access a range of information 5. A vote withheld is not a vote in law, which including payment history and much more. The 11. CREST members and, where applicable, their | | means that the vote will not be counted in the | app is available to download on both the Apple | CREST sponsors or voting service providers | | --- | --- | --- | --- | | | calculation of votes for or against the resolution. | App Store and Google Play, or by scanning the | should note that Euroclear UK & International | | | If no voting indication is given, your proxy | relevant QR code below. Alternatively, you may | Limited does not make available special | | | will vote or abstain from voting at his or her | access the Investor Centre via a web browser at: | procedures in CREST for any particular | | | discretion. Your proxy will vote (or abstain from | https://uk.investorcentre.mpms.mufg.com/. | 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 | | CREST members and, where applicable, their | | | vary by provider. Calls outside the | 7. If you return more than one proxy appointment, | | CREST sponsors or voting system providers are United Kingdom will be charged at the either by paper or electronic communication, referred, in particular, to those sections of the applicable international rate. Lines are the appointment received last by the Registrar CREST Manual concerning practical limitations open between 09:00 – 17:30, Monday before the latest time for the receipt of proxies of the CREST system and timings. The Company to Friday excluding public holidays in will take precedence. You are advised to read may treat as invalid a CREST Proxy Instruction England and Wales. Alternatively, you the terms and conditions of use carefully. in the circumstances set out in Regulation 35(5) can email MUFG Corporate Markets at Electronic communication facilities are open to (a) of the Uncertificated Securities Regulations shareholderenquiries@cm.mpms.mufg. all shareholders and those who use them will not 2001. com. be disadvantaged. ## 56 Rockwood Strategic Plc Overview Financial Statements Governance 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 2026 (being the latest practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consists of 57,713,760 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 16 June 2026 are 57,713,760. 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 57