IRIS Accounts Production v25.2.0.378 07065533 Board of Directors 1.1.24 31.12.24 31.12.24 Medium entities true true false true true false false true true false These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh070655332023-12-31070655332024-12-31070655332024-01-012024-12-31070655332022-12-31070655332023-01-012023-12-31070655332023-12-3107065533ns15:EnglandWales2024-01-012024-12-3107065533ns14:PoundSterling2024-01-012024-12-3107065533ns10:Director12024-01-012024-12-3107065533ns10:PrivateLimitedCompanyLtd2024-01-012024-12-3107065533ns10:MediumEntities2024-01-012024-12-3107065533ns10:Audited2024-01-012024-12-3107065533ns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-01-012024-12-3107065533ns10:Medium-sizedCompaniesRegimeForAccounts2024-01-012024-12-3107065533ns10:FullAccounts2024-01-012024-12-3107065533ns10:OrdinaryShareClass12024-01-012024-12-3107065533ns10:Director22024-01-012024-12-3107065533ns10:Director32024-01-012024-12-3107065533ns10:Director42024-01-012024-12-3107065533ns10:Director52024-01-012024-12-3107065533ns10:Director62024-01-012024-12-3107065533ns10:CompanySecretary12024-01-012024-12-3107065533ns10:RegisteredOffice2024-01-012024-12-3107065533ns5:CurrentFinancialInstruments2024-12-3107065533ns5:CurrentFinancialInstruments2023-12-3107065533ns5:Non-currentFinancialInstruments2024-12-3107065533ns5:Non-currentFinancialInstruments2023-12-3107065533ns5:ShareCapital2024-12-3107065533ns5:ShareCapital2023-12-3107065533ns5:RetainedEarningsAccumulatedLosses2024-12-3107065533ns5:RetainedEarningsAccumulatedLosses2023-12-3107065533ns5:ShareCapital2022-12-3107065533ns5:RetainedEarningsAccumulatedLosses2022-12-3107065533ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3107065533ns5:RetainedEarningsAccumulatedLosses2024-01-012024-12-310706553312024-01-012024-12-310706553322024-01-012024-12-3107065533ns15:Europe2024-01-012024-12-3107065533ns15:Europe2023-01-012023-12-3107065533ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2024-01-012024-12-3107065533ns5:TotalGeographicSegmentsIncludingAnyUnallocatedAmount2023-01-012023-12-3107065533112024-01-012024-12-3107065533112023-01-012023-12-3107065533122024-01-012024-12-3107065533122023-01-012023-12-310706553322024-01-012024-12-310706553322023-01-012023-12-3107065533ns5:CostValuation2023-12-3107065533ns5:DisposalsRepaymentsInvestments2024-12-3107065533ns5:CostValuation2024-12-3107065533ns5:Subsidiary12024-01-012024-12-31070655331ns5:Subsidiary12024-01-012024-12-3107065533ns5:Subsidiary22024-01-012024-12-3107065533ns5:Subsidiary232024-01-012024-12-3107065533ns5:Subsidiary32024-01-012024-12-31070655335ns5:Subsidiary32024-01-012024-12-3107065533ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3107065533ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3107065533ns5:AcceleratedTaxDepreciationDeferredTax2024-12-3107065533ns5:AcceleratedTaxDepreciationDeferredTax2023-12-3107065533ns5:TaxLossesCarry-forwardsDeferredTax2024-12-3107065533ns5:TaxLossesCarry-forwardsDeferredTax2023-12-3107065533ns5:CurrentFinancialInstruments2024-01-012024-12-3107065533ns5:Non-currentFinancialInstruments2024-01-012024-12-3107065533ns5:DeferredTaxation2023-12-3107065533ns5:DeferredTaxation2024-01-012024-12-3107065533ns5:DeferredTaxation2024-12-3107065533ns10:OrdinaryShareClass12024-12-3107065533ns5:RetainedEarningsAccumulatedLosses2023-12-31
REGISTERED NUMBER: 07065533 (England and Wales)















RFMW EUROPE LIMITED

STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024






RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)






CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Company Information 1

Strategic Report 2 to 4

Report of the Directors 5

Report of the Independent Auditors 6 to 8

Income Statement 9

Other Comprehensive Income 10

Statement of Financial Position 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13 to 19


RFMW EUROPE LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: J I Levine
P F Saxby
S W Takaki
B J Skipper
W Carroll
C Murton



SECRETARY: C Murton



REGISTERED OFFICE: Marlin Building
4 Sadler Road
Lincoln
Lincolnshire
LN6 3RS



REGISTERED NUMBER: 07065533 (England and Wales)



SENIOR STATUTORY AUDITOR: Tara Bellamy FCA



AUDITORS: Duncan & Toplis Audit Limited, Statutory Auditor
4 Henley Way
Doddington Road
Lincoln
Lincolnshire
LN6 3QR

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

REVIEW OF BUSINESS
RFMW Europe is a specialty electronics distribution company focused exclusively on serving customers that require RF, microwave, and power components and semiconductors, as well as component engineering support.

As an authorized distributor of the component manufacturers it represents, RFMW Europe prioritises the establishment of deep customer relationships throughout Europe and across the globe, and in building these relationships gives its customers access to the best engineers and their solutions for any given application.

Operating throughout Defence, Aerospace, Telecommunications and Broadcast markets, RFMW Europe offers a one-stop shop for any customer's specific requirements, and with the recent expansion of its offering to include power products, is perfectly positioned to realise its ambitious growth objectives.

Business review

RFMW Europe’s underlying trading, order backlog and opportunity pipeline remained strong in 2024, despite a reduction in revenue versus prior year. This reduction was anticipated, resulting from the re-organisation of RFMW Europe’s operations with its recently acquired German subsidiaries - particularly a natural migration of Central European customers to the subsidiary companies.

2024 was the first full year of RFMW Europe’s ownership of German subsidiaries MRC Gigacomp and MRC Components, and the Directors are satisfied with the integration of the acquired businesses, which continue to strengthen RFMW’s technical expertise and market proposition throughout Europe.

Financial key performance indicators
The key performance indicators of the Company are monitored regularly throughout the year. These are:

2024 2023

Turnover per employee £1.4m £1.2m
Gross Profit £1.96m £3.52m
Aged debtor days 76 64


RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The company has an established risk management framework with the primary objective of protecting the company from events that hinder the achievement of the company's performance objectives.

Geo-Political Risk
The RFMW group of companies operates in a global market and is subject to associated risks regarding global geo-politics, trade sentiment and tariffs. RFMW Europe manages this risk by leveraging the global warehousing and procurement capabilities of the wider group to mitigate the impact of tariffs and broader geo-political risks wherever possible.

Liquidity Risk
RFMW Europe’s liabilities are predominantly owed to group undertakings, and if further required the Company has access to the support of its wider group of companies. As such, the Directors believe that liquidity risk is sufficiently minimised.

Market risk
RFMW Europe is not reliant on any single territory or market. Significant sales are achieved across multiple markets, and the diversity of these markets significantly mitigates risk in any one sector. RFMW Europe also continues to actively extend into new markets, with recent entry into the power management market progressing well and providing further diversification.

Currency risk
RFMW Europe may be exposed to transaction foreign exchange risk, principally on dollar purchases. In mitigation of this, the Company benefits from a 'natural hedge' through the balance of currencies brought through its sales ledger. Typically, sufficient US dollars are generated through the sales ledger to satisfy the currency requirements of the purchase ledger.

Interest rate risk
RFMW Europe principally funds itself and its investments through retained profits and intercompany loan arrangements, therefore interest rate risk is considered minimal.

Credit risk
The principal credit risk arises from its trade debtors. To manage credit risk, suitable Customer limits are established based on a combination of payment history and third-party credit references. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history.

Use of derivatives
The company does not use any derivative contracts.


RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

FUTURE DEVELOPMENTS
RFMW Europe remains focussed on growth within key market sectors in the Eurozone and beyond and remains committed to achieving this through the continued addition of complementary partnerships to its product range, and through continual investment in its industry-leading highly skilled, experienced, technical sales team.

Impact of conflict in Ukraine and in Israel
RFMW Europe has suffered no adverse trading effects because of the ongoing conflict in Ukraine/Israel, but the Directors and Senior Management Team continue to monitor the situation in each region and respond accordingly.

Impact of USA tariff policy
As a global business, the Directors of RFMW Europe consider the consequences of USA tariff policy in all relevant aspects of decision-making. As already commented in the ‘geo-political risk’ section, RFMW Europe is well placed to mitigate the costs and effects of UK tariff policy by leveraging the global logistics options and capabilities of the wider RFMW family of companies.

Impact of Inflation
Inflation (particularly labour costs, further to recent changes in National Insurance legislation) is considered by the Senior Management Team on an ongoing basis, with specific action taken via the annual budget setting process to mitigate the impact of inflation.
This report was approved by the board and signed on its behalf.

ON BEHALF OF THE BOARD:




C Murton - Director


19 September 2025

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of premier pure play technical distributor of RF & Microwave semiconductors, connectors, and components for customers and suppliers by providing component, value add, and design solutions through a focused technical sales and marketing organisation.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

J I Levine
P F Saxby
S W Takaki
B J Skipper
W Carroll

Other changes in directors holding office are as follows:

C Murton - appointed 7 August 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

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

ON BEHALF OF THE BOARD:





C Murton - Director


19 September 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RFMW EUROPE LIMITED

Opinion
We have audited the financial statements of RFMW Europe Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RFMW EUROPE LIMITED


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

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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

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

We have identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience, knowledge of the sector, a review of regulatory and legal correspondence and through discussions with Directors and other management obtained as part of the work required by auditing standards. We have also discussed with the Directors and other management the policies and procedures relating to compliance with laws and regulations. We communicated laws and regulations throughout the team and remained alert to any indications of non-compliance throughout the audit.

The potential impact of different laws and regulations varies considerably. Firstly, the company is subject to laws and regulations that directly impact the financial statements (for example financial reporting legislation) and we have assessed the extent of compliance with such laws as part of our financial statements audit. We evaluated management incentives and opportunities for fraudulent manipulation of the financial statements, (including risk of override of controls) and determined that the principal risks were related to management bias in accounting estimate and judgemental areas of the financial statements.Audit procedures performed by the engagement team included the identification and testing of material and unusual journal entries and challenging management on key accounting estimates, assumptions and judgements made in preparation of the financial statements.

Secondly, the company is subject to other laws and regulations where the consequence for non-compliance could have a material effect on the amounts or disclosures in the financial statements. We identified compliance with the employment law regulations as most likely to have such an effect.

Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection. We have performed audit work through enquiries with management regarding any non-compliance and reviewed all information to assess whether any breaches have been found. Through these procedures, if we became aware of any non-compliance, we considered available the impact on the procedures performed on the related financial statement items.


Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. As with any audit, there is a greater risk of non-detection of irregularities as these may involve collusion, intentional omissions of the override of internal controls.

We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
RFMW EUROPE LIMITED


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




Tara Bellamy FCA (Senior Statutory Auditor)
for and on behalf of Duncan & Toplis Audit Limited, Statutory Auditor
4 Henley Way
Doddington Road
Lincoln
Lincolnshire
LN6 3QR

19 September 2025

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

TURNOVER 3 11,360,268 14,257,631

Cost of sales 9,404,682 10,520,634
GROSS PROFIT 1,955,586 3,736,997

Administrative expenses 1,897,222 1,171,368
58,364 2,565,629

Other operating income 3,169,445 1,864,914
OPERATING PROFIT 5 3,227,809 4,430,543

Interest receivable and similar income 6 464 -
3,228,273 4,430,543

Interest payable and similar expenses 7 110,344 140,375
PROFIT BEFORE TAXATION 3,117,929 4,290,168

Tax on profit 8 409,313 1,188,794
PROFIT FOR THE FINANCIAL YEAR 2,708,616 3,101,374

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

PROFIT FOR THE YEAR 2,708,616 3,101,374


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 2,708,616 3,101,374

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

STATEMENT OF FINANCIAL POSITION
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Investments 9 21,697,901 21,981,567

CURRENT ASSETS
Debtors 10 2,164,178 2,918,782
Investments 11 4,889,854 1,864,914
Cash at bank 724,567 2,073,571
7,778,599 6,857,267
CREDITORS
Amounts falling due within one year 12 6,082,120 7,056,235
NET CURRENT ASSETS/(LIABILITIES) 1,696,479 (198,968 )
TOTAL ASSETS LESS CURRENT LIABILITIES 23,394,380 21,782,599

CREDITORS
Amounts falling due after more than one year 13 16,745,130 17,841,965
NET ASSETS 6,649,250 3,940,634

CAPITAL AND RESERVES
Called up share capital 15 1 1
Retained earnings 16 6,649,249 3,940,633
SHAREHOLDERS' FUNDS 6,649,250 3,940,634

The financial statements were approved by the Board of Directors and authorised for issue on 19 September 2025 and were signed on its behalf by:





C Murton - Director


RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2023 1 839,259 839,260

Changes in equity
Total comprehensive income - 3,101,374 3,101,374
Balance at 31 December 2023 1 3,940,633 3,940,634

Changes in equity
Total comprehensive income - 2,708,616 2,708,616
Balance at 31 December 2024 1 6,649,249 6,649,250

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

RFMW Europe Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of TTI Inc as at 31 December 2024 and these financial statements may be obtained from 2441 Northeast Parkway, Fort Worth, Texas, 76106-1816.

Significant judgements and estimates
In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis and are covered within the accounting policies:

(i) The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, ageing profile of debtors and historical experience. See note twelve for the net carrying amount of the debtors and associated impairment provision.

Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects.

Turnover
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. The policies adopted for the recognition of turnover are as follows:

Sale of goods

Turnover from the sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred in respect of the transaction can be measured reliably. This is usually on dispatch of the goods.

Interest receivable

Interest income is recognised upon the date on which it is received.

Investments in subsidiaries
Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Investments in joint ventures / associates are measured at cost less impairment.

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has chosen to adopt the Sections 11 and 12 of FRS 102 in respect of financial instruments.

Basic financial assets, including trade and other debtors and cash and bank balances are initially recognised at transaction price, unless the arrangement constitute a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statement.

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

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

The following year end exchange rates have been used:

Euros £1 = 1.20 (2023 - £1 = 1.15)
US Dollars £1 = 1.26 (2023 - £1 = 1.27)
Swedish Krona £1 = 13.83 (2023 - £1 = 12.84)

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

2. ACCOUNTING POLICIES - continued

Impairment
Assets not measured at fair value are reviewed for any indication that the asset may be impaired at each statement of financial position date. If such indication exists, the recoverable amount of the asset, or the asset's cash generating unit, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the income statement unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Leasing commitments
Rentals paid under operating leases are charged to income statement on a straight line basis over the period of the lease.

3. TURNOVER

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

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
Europe 10,795,945 12,990,135
Rest of the world 564,323 1,267,496
11,360,268 14,257,631

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 1,002,145 1,112,844
Other pension costs 54,895 28,127
1,057,040 1,140,971

The average number of employees during the year was as follows:
2024 2023

Field Sales 7 7
Internal Sales 3 3
Directors 5 5
15 15

2024 2023
£    £   
Directors' remuneration 21,114 -
Directors' pension contributions to money purchase schemes 1,175 -

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Auditors' remuneration 16,975 10,353
Foreign exchange differences 346,677 (502,144 )
Operating leases 26,615 17,964
Profit and loss on fair value movement of investments (283,666 ) -

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

6. INTEREST RECEIVABLE AND SIMILAR INCOME
2024 2023
£    £   
Deposit account interest 464 -

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
HMRC interest - 75,000
Intercompany loan interest 110,344 65,375
110,344 140,375

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 274,161 1,169,214
Adjustment re previous years 277,666 (20,533 )
Total current tax 551,827 1,148,681

Deferred tax (142,514 ) 40,113
Tax on profit 409,313 1,188,794

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 3,117,929 4,290,168
Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 -
23.520%)

779,482

1,009,048

Effects of:
Expenses not deductible for tax purposes (197 ) 59,410
Income not taxable for tax purposes (723,588 ) (396,338 )
Capital allowances in excess of depreciation - (253 )
Depreciation in excess of capital allowances 1,061 -
Utilisation of tax losses - (30,718 )
Adjustments to tax charge in respect of previous periods 277,666 (11,847 )
Foreign branch exemption (199,701 ) (368,461 )
Temporary timing differences (142,514 ) 32,651
Foreign tax suffered 242,104 720,302
Withholding tax 175,000 175,000
Total tax charge 409,313 1,188,794

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

9. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2024 21,981,567
Disposals (283,666 )
At 31 December 2024 21,697,901
NET BOOK VALUE
At 31 December 2024 21,697,901
At 31 December 2023 21,981,567

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

RFMW SLU (Formerly RFMW Iberia)
Registered office: RFMW, S.L.U, PG La Moraga Num 6, Alhaurin De La Torre, Malaga, 29130
Nature of business: Distributor of RF & MW components
%
Class of shares: holding
Ordinary 100.00

MRC Components Gmbh & Co. KG
Registered office: Bahnhofstraße 1, 85354 Freising, Germany
Nature of business: Distributor of RF & MW components
%
Class of shares: holding
Limited Partner 100.00

MRC Gigacomp Gmbh & Co. KG
Registered office: Bahnhofstraße 1, 85354 Freising, Germany
Nature of business: Distributor of RF & MW components
%
Class of shares: holding
Limited Partner 100.00

Full controlling interest in MRC Components Gmbh & Co. KG and MRC Gigacomp Gmbh & Co. KG were acquired by RFMW Europe Limited on 31 March 2023.

The disposal relates to an overstatement of accrual in relation to the completion payment.

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Trade debtors 1,619,211 2,201,302
Amounts owed by group undertakings 23,296 227,277
VAT 278,744 383,580
Deferred tax asset 202,486 59,972
Prepayments and accrued income 40,441 46,651
2,164,178 2,918,782

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

10. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR - continued

Deferred tax asset
2024 2023
£    £   
Accelerated capital allowances 142,514 -
Tax losses carried forward 59,972 59,972
202,486 59,972

Amounts owed by group undertakings are unsecured, interest free and are repayable on demand.

11. CURRENT ASSET INVESTMENTS
2024 2023
£    £   
Unlisted investments 4,889,854 1,864,914

Current asset investments represents the RFMW Europe Limited capital accounts in MRC Components GmbH Co.KG and MRC Gigacomp GmbH. Co.KG, hybrid german entities in which RFMW Europe Limited is a limited partner.

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Payments on account 723,909 441,237
Trade creditors 224,603 18,225
Amounts owed to group undertakings 4,214,601 4,002,944
Taxation 627,506 1,343,591
Other taxes and social security 33,546 28,075
Other creditors - 687,299
Accruals and deferred income 257,955 534,864
6,082,120 7,056,235

The current agreement with the holding company is that repayments in respect of this loan are to be made as cash flow permits. Interest is being charged on this loan, by the holding company, at a commercial loan rate.

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2024 2023
£    £   
Amounts owed to group undertakings 16,745,130 17,841,965

Amounts owed to group undertakings are unsecured, interest free and are repayable on demand.

14. DEFERRED TAX
£   
Balance at 1 January 2024 (59,972 )
Credit to Income Statement during year (142,514 )
Balance at 31 December 2024 (202,486 )

Provisions are recognised when the company has an obligation at the statement of financial position date as a result of a past event, it is probable that an outflow of economic benefits will be required in settlement and the amount can be reliably estimated.

RFMW EUROPE LIMITED (REGISTERED NUMBER: 07065533)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
1 Ordinary £1 1 1

16. RESERVES
Retained
earnings
£   

At 1 January 2024 3,940,633
Profit for the year 2,708,616
At 31 December 2024 6,649,249

The retained earnings account represents cumulative profits and losses net of dividends and other adjustments.

17. PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £54,895 (2023 - £28,127). Contributions totalling £Nil (2023 - £Nil) were payable to the fund at the year end.

18. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

During the year, a total of key management personnel compensation of £ 20,146 was paid.

19. ULTIMATE CONTROLLING PARTY

The ultimate parent company is TTI Inc, a company incorporated in the United States of America.

Consolidated accounts are prepared for TTI Inc and its registered address is:

2441 Northeast Parkway
Fort Worth
Texas
76106-1816