Gates Industrial Corp Ltd.

Previous wording

We are a global manufacturer of innovative, highly engineered power transmission and fluid power solutions. We offer a broad portfolio of products to diverse aftermarket channel customers, and to original equipment manufacturers (“OEM”) as specified components, with the majority of our revenue coming from aftermarket channels. Our products are used in applications across numerous end markets, including: automotive aftermarket, automotive OEM, diversified industrial, industrial off-highway, industrial on-highway, energy and resources and personal mobility. Our net sales have historically been, and remain, highly correlated with industrial activity and utilization, and not with any single end market given the diversification of our business and high exposure to the aftermarket channel. We sell our products globally under the Gates brand, which is recognized by distributors, equipment manufacturers, installers and end users as a premium brand for quality and technological innovation; this reputation has been built over more than 110 years since Gates’ founding in 1911.

Current wording

We are a global manufacturer of innovative, highly engineered power transmission and fluid power solutions. We offer a broad portfolio of products to diverse aftermarket channel customers, and to OEMs as specified components, with the majority of our revenue coming from aftermarket channels. Our products are used in applications across numerous end markets, including: automotive aftermarket, automotive OEM, diversified industrial, industrial off-highway, industrial on-highway, energy and resources and personal mobility. Our net sales have historically been, and remain, highly correlated with industrial activity and utilization, and not with any single end market given the diversification of our business and high exposure to the aftermarket channel. We sell our products globally under the Gates brand, which is recognized by distributors, equipment manufacturers, installers and end users as a premium brand for quality and technological innovation; this reputation has been built over more than 110 years since Gates’ founding in 1911.

Previous wording

During the three months ended March 28, 2026, sales into aftermarket channels accounted for approximately 68% of our total net sales. Our aftermarket sales cover a very broad range of applications and industries and, accordingly, are highly correlated with industrial activity and utilization and not a single end market. Aftermarket products are principally sold through distribution partners that may carry a very broad line of products or may specialize in products associated with a smaller set of end market applications.

Current wording

During the six months ended June 27, 2026, sales into aftermarket channels accounted for approximately 68% of our total net sales. Our aftermarket sales cover a very broad range of applications and industries and, accordingly, are highly correlated with industrial activity and utilization and not a single end market. Aftermarket products are principally sold through distribution partners that may carry a very broad line of products or may specialize in products associated with a smaller set of end market applications.

Previous wording

During the three months ended March 28, 2026, sales into OEM channels accounted for approximately 32% of our total net sales. First-fit sales are to a variety of industrial and automotive customers. Our industrial OEM customers cover a diverse range of industries and applications and many of our largest first-fit customers manufacture construction and agricultural equipment.

Current wording

During the six months ended June 27, 2026, sales into OEM channels accounted for approximately 32% of our total net sales. OEM sales are to a variety of industrial and automotive customers. Our industrial OEM customers cover a diverse range of industries and applications and many of our largest OEM customers manufacture construction and agricultural equipment.

Previous wording

During the three months ended March 28, 2026, sales in the personal mobility end market continued to experience strong growth, and our aftermarket channel sales grew modestly, including positive core growth in the industrial aftermarket channel. We continue to focus on managing our business through current economic uncertainties, improving our gross margins through our efforts of material cost savings, footprint optimization and productivity. In the first half of 2026, we expect certain one-time footprint optimization, restructuring, and system implementation costs. We anticipate these and other investments and product development in personal mobility and data center opportunities will position us to drive long term growth and margin expansion.

Current wording

During the six months ended June 27, 2026, sales in the personal mobility end market continued to experience strong growth, and our aftermarket channel sales grew modestly, including positive core growth in the industrial aftermarket channel. We continue to focus on managing our business through current economic uncertainties, improving our gross margins through our efforts of material cost savings, footprint optimization and productivity. In the first half of 2026, we expect certain one-time footprint optimization, restructuring, and system implementation costs. We anticipate these and other investments and product development in personal mobility and data center opportunities will position us to drive long term growth and margin expansion.

Previous wording

Results for the three months ended March 28, 2026 compared to the results for the three months ended March 29, 2025

Current wording

Results for the three and six months ended June 27, 2026 compared to the results for the three and six months ended June 28, 2025

Previous wording

Net sales during the three months ended March 28, 2026 were $851.1 million, compared to $847.6 million during the prior year period, an increase of 0.4%, or $3.5 million. The following table lists the primary drivers behind the change in net sales (amounts in millions):

Current wording

Net sales during the three months ended June 27, 2026 were $941.6 million, compared to $883.7 million during the prior year period, an increase of 6.6%, or $57.9 million. The following table lists the primary drivers behind the change in net sales (amounts in millions):

Previous wording

Cost of sales for the three months ended March 28, 2026 was $513.1 million, compared to $503.0 million for the prior year period, an increase of 2.0%, or $10.1 million. The following table lists the primary drivers behind the change in cost of sales (amounts in millions):

Current wording

Cost of sales for the three months ended June 27, 2026 was $555.5 million, compared to $523.5 million for the prior year period, an increase of 6.1%, or $32.0 million. The following table lists the primary drivers behind the change in cost of sales (amounts in millions):

Previous wording

Selling, general and administrative (“SG&A”) expenses for the three months ended March 28, 2026 were $226.9 million compared to $216.2 million for the prior year period. This increase of $10.7 million was driven primarily by higher labor and benefits expense of $4.3 million, unfavorable impacts of exchange rates of $4.8 million, and higher consulting and professional fees of $2.5 million. This increase was partially offset by lower corporate owned life insurance expense of $2.2 million.

Current wording

SG&A expenses for the six months ended June 27, 2026 were $477.6 million compared to $447.4 million for the prior year period. This increase of $30.2 million was driven primarily by higher labor and benefits expense of $9.7 million, unfavorable impacts of exchange rates of $9.6 million, an increase in depreciation expense of $5.4 million and higher consulting and professional fees of $3.1 million. This increase was partially offset by lower corporate owned life insurance expense of $5.2 million.

Previous wording

Transaction-related expenses for the three months ended March 28, 2026 were $0.5 million compared to $0.4 million for the prior year period. Transaction-related expenses incurred during the three months ended March 28, 2026 were primarily related to certain corporate transactions. Transaction-related expenses incurred during the three months ended March 29, 2025 were primarily related to certain non-recurring debt related costs.

Current wording

Transaction-related expenses of $3.1 million and $3.6 million were incurred during the three and six months ended June 27, 2026, respectively, primarily related to expenses surrounding the previously disclosed acquisition of the belts business from the Timken company, which is expected to close in the second half of 2026, and certain other corporate transactions. Transaction-related expenses of $0.0 million and $0.4 million were incurred during the three and six months ended June 28, 2025, respectively, and were primarily related to certain non-recurring debt related costs.

Previous wording

Restructuring expenses during the three months ended March 28, 2026 included $0.7 million of costs related to a global cost reduction effort and reorganization of our operations in Mexico. Restructuring related expenses during the three months ended March 28, 2026 included $2.4 million of costs related to the relocation of certain production activities and reorganization of our operations in Mexico and $1.4 million of costs related to professional service fees and general severance.

Current wording

Restructuring expenses during the three and six months ended June 27, 2026 included $0.7 million and $1.4 million, respectively, of costs related to a global cost reduction effort and reorganization of our operations in Mexico. Restructuring related expenses during the three and six months ended June 27, 2026 included $3.9 million and $6.3 million, respectively, of costs related to the relocation of certain production activities and reorganization of our operations in Mexico and $5.4 million and $6.8 million, respectively, of costs related to professional service fees and general severance.

Previous wording

Restructuring expenses during the three months ended March 29, 2025 primarily included $1.3 million of costs related to the relocation of certain production activities and reorganization of our operations in Mexico, as well as severance and professional service fees. Restructuring related expenses during the three months ended March 29, 2025 primarily included $1.0 million of costs related to the relocation of certain production activities and reorganization of our operations in Mexico, as well as severance and professional service fees.

Current wording

Restructuring expenses during both the three and six months ended June 28, 2025 primarily included $12.6 million of severance and other labor and benefits expense related to a global cost reduction effort. Restructuring related expenses during the three and six months ended June 28, 2025 included $1.3 million and $2.3 million, respectively, of costs related to the relocation of certain production activities and reorganization of our operations in Mexico and $3.0 million and $4.7 million, respectively, of costs related to professional service fees and general severance.

Previous wording

Details of our long-term debt are presented in Note 12 to the condensed consolidated financial statements included elsewhere in this report. Interest expense increased by $0.3 million during the three months ended March 28, 2026, respectively, when compared to the equivalent prior year period, primarily due to a less favorable impact from derivatives, partially offset by lower applicable interest rates on the Dollar Term Loans.

Current wording

Details of our long-term debt are presented in Note 12 to the condensed consolidated financial statements included elsewhere in this report. Interest expense increased by $1.2 million and $1.5 million during the three and six months ended June 27, 2026, respectively, when compared to the equivalent prior year period, primarily due to a less favorable impact from derivatives, partially offset by lower applicable interest rates on the Dollar Term Loans.

Previous wording

Other expense for the three months ended March 28, 2026 was $2.1 million compared to $2.4 million of expense, for the three months ended March 29, 2025. These changes were primarily driven by a financing related gain primarily due to foreign currency exchange rate movement on intercompany loans and hedging instruments. This was partially offset by a pension settlement loss of $5.2 million in March 2026.

Current wording

Other expense for the three and six months ended June 27, 2026 was $1.4 million and $3.5 million, respectively, compared to $6.8 million and $9.2 million of expense, respectively, for the three and six months ended June 28, 2025. These changes were primarily driven by a financing related gain primarily due to foreign currency exchange rate movement on intercompany loans and hedging instruments. For the six months ended June 27, 2026, this was partially offset by a pension settlement loss of $5.2 million in March 2026.

Previous wording

For the three months ended March 28, 2026, we had an income tax expense of $11.5 million on pre-tax income of $77.9 million, which resulted in an effective tax rate of 14.8%, compared to an income tax expense of $25.2 million on pre-tax income of $93.8 million, which resulted in an effective tax rate of 26.9%, for the three months ended March 29, 2025.

Current wording

For the three months ended June 27, 2026, we had an income tax benefit of $78.0 million on pre-tax income of $100.2 million, which resulted in an effective tax rate of (77.8)%, compared to an income tax expense of $16.8 million on pre-tax income of $80.2 million, which resulted in an effective tax rate of 20.9%, for the three months ended June 28, 2025.

Previous wording

For the three months ended March 28, 2026, the effective tax rate was driven primarily by net discrete tax benefits of $6.4 million, comprised of a discrete tax benefit of $4.2 million related to the expected refund of research and development credits from prior years, $1.9 million related to changes in realizability of certain deferred tax assets primarily in Türkiye, $1.1 million related to excess tax benefits on stock option exercises, and $0.5 million related to other net discrete tax benefits, offset by $1.3 million related to prior year adjustments, primarily in Türkiye, reflecting tax returns that were filed. For the three months ended March 29, 2025, the effective tax rate was driven primarily by the jurisdictional mix of earnings and by net discrete tax expense of $0.1 million, comprised of a discrete tax benefit of $6.0 million related to excess tax benefits on stock option exercises, and $0.1 million related to other net discrete benefits, offset by discrete expenses of $5.2 million primarily related to changes in the realizability of certain deferred tax assets and $1.0 million related to net unrecognized tax benefits.

Current wording

For the six months ended June 27, 2026, the effective tax rate was driven primarily by net discrete tax benefits of $107.1 million, comprised of a discrete tax benefit of $99.0 million related to the changes in realizability of certain deferred tax assets primarily in Luxembourg, $9.1 million related to unrecognized tax benefits, $4.2 million related to the expected refund of research and development credits from prior years, and $3.0 million related to other net discrete tax benefits; offset by $8.2 million related to an audit settlement in China. For the six months ended June 28, 2025, the effective tax rate was driven primarily by net discrete tax benefits of $7.1 million, of which $8.6 million related to excess tax benefits on stock option exercises, $3.2 million related to prior year adjustments primarily from various foreign jurisdictions in which returns were filed and $0.6 million other discrete tax benefits, offset by $3.2 million related to changes in the realizability of certain deferred tax assets and $2.1 million related to net unrecognized tax benefits.

Previous wording

Power Transmission (62.6% of Gates’ net sales for the three months ended March 28, 2026)

Current wording

Power Transmission (62.5% and 62.6% of Gates’ net sales for the three and six months ended June 27, 2026, respectively)

Previous wording

Net sales in Power Transmission for the three months ended March 28, 2026, increased by 1.1%, or $6.0 million, compared to the prior year period, driven primarily by benefits from pricing of $11.3 million, partially offset by lower volumes. Our net sales for the three months ended March 28, 2026 were favorably impacted by movements in average currency exchange rates of $19.2 million. As such, core sales decreased by 2.5%, or $13.2 million, compared to the prior year period.

Current wording

Net sales in Power Transmission for the six months ended June 27, 2026, increased by 4.1%, or $44.4 million, compared to the prior year period, driven primarily by benefits from pricing of $20.0 million, partially offset by lower volumes. Our net sales for the six months ended June 27, 2026 were favorably impacted by movements in average currency exchange rates of $28.7 million. As such, core sales increased by 1.5%, or $15.7 million, compared to the prior year period.

Previous wording

Power Transmission Adjusted EBITDA for the three months ended March 28, 2026 decreased by 4.0%, or $4.7 million, compared to the prior year period, driven primarily by lower volume, partially offset by benefits from pricing and favorable impacts in average currency exchange rates. As a result, Adjusted EBITDA margin was 21.0%, a 110 basis point decline from the prior year period.

Current wording

Power Transmission Adjusted EBITDA for the six months ended June 27, 2026 increased by 3.0%, or $7.3 million, compared to the prior year period, driven primarily by favorable manufacturing performance, benefits from pricing and favorable impacts in average currency exchange rates, partially offset by lower volume, increased spend in SG&A and inflationary impacts. As a result, Adjusted EBITDA margin was 22.0%, a 20 basis point decline from the prior year period.

Previous wording

Fluid Power (37.4% of Gates’ net sales for the three months ended March 28, 2026)

Current wording

Fluid Power (37.5% and 37.4% of Gates’ net sales for the three and six months ended June 27, 2026, respectively)

Previous wording

Net sales in Fluid Power for the three months ended March 28, 2026 decreased by 0.8%, or $2.5 million, compared to the prior year period, driven primarily by a decrease in volume, partially offset by a $9.0 million benefit from pricing. Our net sales were favorably impacted by movements in average currency exchange rates of $8.7 million. As such, core sales decreased by 3.5%, or $11.2 million, compared to the prior year period.

Current wording

Net sales in Fluid Power for the six months ended June 27, 2026 increased by 2.6%, or $17.0 million, compared to the prior year period, driven primarily by a $20.1 million benefit from pricing, partially offset by lower volumes. Our net sales for the six months ended June 27, 2026 were favorably impacted by movements in average currency exchange rates of $14.2 million. As such, core sales increased by 0.4%, or $2.8 million, compared to the prior year period.

Previous wording

Fluid Power Adjusted EBITDA for the three months ended March 28, 2026 decreased by 7.4%, or $5.2 million, compared to the prior year period, driven primarily by lower volumes, partially offset by benefits from pricing. As a result, the Adjusted EBITDA margin was 20.6%, a 140 basis point decline from the prior year period.

Current wording

Fluid Power Adjusted EBITDA for the three months ended June 27, 2026 increased by 0.3%, or $0.2 million, compared to the prior year period, driven primarily by lower volumes and inflationary impacts, partially offset by benefits from pricing. As a result, the Adjusted EBITDA margin was 21.7%, a 120 basis point decline from the prior year period.

Previous wording

As market conditions warrant, we may from time to time seek to repurchase securities that we have issued or loans that we have borrowed in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any such purchases of ordinary shares or other securities or loans may be funded by existing cash or by incurring new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases of debt securities or loans may relate to a substantial amount of a particular tranche of debt, with a corresponding reduction, where relevant, in the trading liquidity of that debt. In addition, any such purchases of debt made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which may be material, and result in related adverse tax consequences to us.

Current wording

As market conditions warrant, we may from time to time seek to repurchase securities that we have issued or loans that we have borrowed in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any such purchases of common shares or other securities or loans may be funded by existing cash or by incurring new secured or unsecured debt, including borrowings under our credit facilities. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. Any such purchases of debt securities or loans may relate to a substantial amount of a particular tranche of debt, with a corresponding reduction, where relevant, in the trading liquidity of that debt. In addition, any such purchases of debt made at prices below the “adjusted issue price” (as defined for U.S. federal income tax purposes) may result in taxable cancellation of indebtedness income to us, which may be material, and result in related adverse tax consequences to us.

Previous wording

Cash provided by operating activities was $30.2 million during the three months ended March 28, 2026, compared to cash provided by operating activities of $7.3 million during the prior year period, primarily driven by a $27.8 million favorable movement in operating assets and liabilities, partially offset by a $2.1 million decrease in net income.

Current wording

Cash provided by operating activities was $108.8 million during the six months ended June 27, 2026, compared to cash provided by operating activities of $110.3 million during the prior year period, primarily driven by a $102.8 million increase in deferred income taxes, a $17.3 million unfavorable movement in operating assets and liabilities and higher depreciation and amortization expense of $7.3 million, offset by a $112.8 million increase in net income.

Previous wording

Net cash used in investing activities during the three months ended March 28, 2026, was $27.2 million, compared to $31.0 million in the prior year period. The decrease of cash used in investing activities was primarily driven by decreased capital expenditures of $4.7 million, partially offset by a $0.4 million increase in net cash paid under company-owned life insurance policies, and $0.7 million fewer proceeds from the sale of property, plant and equipment.

Current wording

Net cash used in investing activities during the six months ended June 27, 2026, was $41.8 million, compared to $62.0 million in the prior year period. The decrease of cash used in investing activities was primarily driven by decreased capital expenditures of $15.4 million, and a $5.3 million decrease in net cash paid under company-owned life insurance policies, partially offset by $0.6 million fewer proceeds from the sale of property, plant and equipment.

Previous wording

Net cash used in financing activities was $25.1 million during the three months ended March 28, 2026, compared to $24.6 million in the prior year period. Current year outflows were primarily related to $16.6 million paid to acquire shares under our share repurchase program and $8.6 million of employee taxes paid from shares withheld on exercised options. Prior year outflows were primarily related to $13.0 million paid to acquire shares under our share repurchase program, $4.7 million in debt repayment, and $11.5 million of employee taxes paid from shares withheld on exercised options.

Current wording

Net cash used in financing activities was $50.8 million during the six months ended June 27, 2026, compared to $33.4 million in the prior year period. Current year outflows were primarily related to $38.7 million paid to acquire shares under our share repurchase program and $8.7 million of employee taxes paid from shares withheld on exercised options. Prior year outflows were primarily related to $13.0 million paid to acquire shares under our share repurchase program, $16.9 million of employee taxes paid from shares withheld on exercised options and $9.4 million in debt repayment.

Previous wording

For the three months ended March 28, 2026, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 74% of our net sales and 70% of our EBITDA as defined in the financial covenants attaching to the senior secured credit facilities. As of March 28, 2026, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 69% of our total assets and approximately 27% of our total liabilities.

Current wording

For the three months ended June 27, 2026, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 74% of our net sales and 67% of our EBITDA as defined in the financial covenants attaching to the senior secured credit facilities. As of June 27, 2026, before intercompany eliminations, our non-guarantor subsidiaries represented approximately 69% of our total assets and approximately 28% of our total liabilities.

Previous wording

Our secured revolving credit facility that provides for multi-currency revolving loans has a borrowing capacity of $500.0 million and matures on the date that is the earliest of (x) June 4, 2029 and (y) April 1, 2029, if greater than $500.0 million in aggregate principal amount of the Dollar Senior Notes due 2029 are outstanding. As of March 28, 2026, there were letters of credit outstanding against the facility amounting to $28.8 million. As of March 28, 2026, our total committed borrowing headroom was $471.2 million, in addition to cash and cash equivalents balances of $785.3 million.

Current wording

Our secured revolving credit facility that provides for multi-currency revolving loans has a borrowing capacity of $500.0 million and matures on the date that is the earliest of (x) June 4, 2029 and (y) April 1, 2029, if greater than $500.0 million in aggregate principal amount of the Dollar Senior Notes due 2029 are outstanding. As of June 27, 2026, there were letters of credit outstanding against the facility amounting to $27.8 million. As of June 27, 2026, our total committed borrowing headroom was $472.2 million, in addition to cash and cash equivalents balances of $823.5 million.

Previous wording

The financial maintenance ratio in our credit agreement and other ratios related to incurrence-based covenants (measured only upon the taking of certain actions, including the incurrence of additional indebtedness) under our credit agreement governing our revolving credit facility and our term loan facility and the indenture governing our outstanding notes are calculated in part based on financial measures similar to Adjusted EBITDA as presented elsewhere in this report, which financial measures are determined at the Gates Industrial Holdco Limited level and adjust for certain additional items such as severance costs, the pro forma impacts of acquisitions and the pro forma impacts of cost-saving initiatives. These additional adjustments during the twelve months ended March 28, 2026, as calculated pursuant to such agreements, resulted in a net benefit to Adjusted EBITDA for ratio calculation purposes of $4.3 million. Pursuant to the terms of the credit agreement governing our revolving credit facility and term loans, the Company may not, subject to certain exceptions, permit its Consolidated First Lien Net Leverage Ratio (as defined in the credit agreement) to exceed 4.50 to 1.00 as of the end of the test period if borrowings under the revolving credit facility exceed a certain threshold. Pursuant to the credit agreement, this ratio is defined as Consolidated First Lien Net Debt (as defined in the credit agreement) divided by Consolidated EBITDA (as defined in the credit agreement). For a description of the other material terms related to our debt agreements, please refer to Note 12 to the condensed consolidated financial statements included elsewhere in this report, and for a discussion of risks related to the compliance or non-compliance with the covenants described herein on the Company’s financial condition and liquidity, please refer to the factors described in Item 1A. “Risk Factors—Risks Related to Our Indebtedness” in Part I of the annual report. During the periods covered by the condensed consolidated financial statements included in this report, we were in compliance with the financial covenant and had no borrowing on the revolving credit facility.

Current wording

The financial maintenance ratio in our credit agreement and other ratios related to incurrence-based covenants (measured only upon the taking of certain actions, including the incurrence of additional indebtedness) under our credit agreement governing our revolving credit facility and our term loan facility and the indenture governing our outstanding notes are calculated in part based on financial measures similar to Adjusted EBITDA as presented elsewhere in this report, which financial measures are determined at the Gates Industrial Holdco Limited level and adjust for certain additional items such as severance costs, the pro forma impacts of acquisitions and the pro forma impacts of cost-saving initiatives. These additional adjustments during the twelve months ended June 27, 2026, as calculated pursuant to such agreements, resulted in a net benefit to Adjusted EBITDA for ratio calculation purposes of $3.2 million. Pursuant to the terms of the credit agreement governing our revolving credit facility and term loans, the Company may not, subject to certain exceptions, permit its Consolidated First Lien Net Leverage Ratio (as defined in the credit agreement) to exceed 4.50 to 1.00 as of the end of the test period if borrowings under the revolving credit facility exceed a certain threshold. Pursuant to the credit agreement, this ratio is defined as Consolidated First Lien Net Debt (as defined in the credit agreement) divided by Consolidated EBITDA (as defined in the credit agreement). For a description of the other material terms related to our debt agreements, please refer to Note 12 to the condensed consolidated financial statements included elsewhere in this report, and for a discussion of risks related to the compliance or non-compliance with the covenants described herein on the Company’s financial condition and liquidity, please refer to the factors described in Item 1A. “Risk Factors—Risks Related to Our Indebtedness” in Part I of the annual report. During the periods covered by the condensed consolidated financial statements included in this report, we were in compliance with the financial covenant and had no borrowing on the revolving credit facility.

Previous wording

Gates Industrial Corporation plc is not an obligor under our revolving credit facility, our term loan facility or the indenture governing our outstanding notes. Gates Industrial Holdco Limited, a direct wholly-owned subsidiary of Gates Industrial Corporation plc, is the parent guarantor under our revolving credit facility, our term loan facility, and our outstanding notes. The only significant differences between the results of operations and net assets that would be shown in the consolidated financial statements of Gates Industrial Holdco Limited and those for the Company that are included elsewhere in this report are (i) an additional net intercompany loan receivable due to Gates Industrial Holdco and its subsidiaries from the Company, which was $238.8 million and $226.4 million as of March 28, 2026 and December 31, 2025, respectively, (ii) an additional intercompany receivable of $3.7 million as of March 28, 2026 and an intercompany receivable of $7.5 million as of December 31, 2025, due to Gates Industrial Holdco Limited and its subsidiaries from the Company attributable to UK tax group relief, and (iii) an additional cash and cash equivalents held by the Company, which was $18.1 million and $10.6 million as of March 28, 2026 and December 31, 2025, respectively.

Current wording

Gates Industrial Corporation Ltd. is not an obligor under our revolving credit facility, our term loan facility or the indenture governing our outstanding notes. Gates Industrial Holdco Limited, a direct wholly-owned subsidiary of Gates Industrial Corporation Ltd., is the parent guarantor under our revolving credit facility, our term loan facility, and our outstanding notes. The only significant differences between the results of operations and net assets that would be shown in the consolidated financial statements of Gates Industrial Holdco Limited and those for the Company that are included elsewhere in this report are (i) an additional net intercompany loan receivable due to Gates Industrial Holdco and its subsidiaries from the Company, which was $240.7 million and $226.4 million as of June 27, 2026 and December 31, 2025, respectively, (ii) an additional intercompany receivable of $1.5 million as of June 27, 2026 and an intercompany receivable of $7.5 million as of December 31, 2025, due to Gates Industrial Holdco Limited and its subsidiaries from the Company attributable to UK tax group relief, and (iii) an additional cash and cash equivalents held by the Company, which was $3.6 million and $7.4 million as of June 27, 2026 and December 31, 2025, respectively.