REGISTERED NUMBER: 02786895 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 30 April 2025

for

R F Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

M P Creighton

A I Creighton

SECRETARY:

Miss L J Guest

REGISTERED OFFICE:

c/o Rubbernek Fittings Limited

Lichfield Road

Brownhills

Walsall

West Midlands

WS8 6LH

REGISTERED NUMBER:

02786895 (England and Wales)

SENIOR STATUTORY AUDITOR:

Susanna D Ault FCCA ACA

AUDITORS:

Tomkinson Teal (Lichfield) LLP

Hanover Court

5 Queen Street

Lichfield

Staffordshire

WS13 6QD

BANKERS:

Barclays Bank Plc

Leicester

Leicestershire

LE87 2BB

The directors present their strategic report of the company and the group for the year ended 30 April 2025.

REVIEW OF BUSINESS

The principal activity of the group is the manufacture and sale of tube fittings for hydraulic and pneumatic systems, precision thread grinding and precision engineering.

Rubbernek Fittings Limited is a tier one approved manufacturer and global supplier to blue-chip OEM companies operating in the earth moving machinery, diesel engine and power generation sectors.

Rubbernek Fittings Limited has accumulated over 40 years of experience, coupled with technical expertise and extensive knowledge of the latest international standards related to the design and manufacture of fluid power fittings. This collective experience affords our customers the confidence from design through manufacture to delivery of quality assured prototype and production products.

Our supply chain consists of four Far East factories that specialise in medium and high volume forged fittings and machined parts, and a dedicated machine shop in the UK that specializes in low, medium and high volume fittings and machined parts. This gives us the ability to offer our customers competitive prices, high quality, short lead times and also the peace of mind of knowing that we can switch production between our machine shops should any unforeseen event threaten supply interruption.

Tru-Thread Limited has worldwide recognition for the manufacture of high quality precision gauges, thread grinding and products for the Oil and Gas, Aerospace and Marine industries.

Holding a full suite of API licences for specifications 5B; 7-2 and 11B threaded connections along with a comprehensive suite of API Master Gauges enables Tru-Thread to supply a full range of new API gauges and to offer a Gauge calibration service to meet the highest demands of our Global Customer base.

Being a primary supplier of Regional Master Gauges to UK, The National Physical laboratory and an approved supplier of precision thread grinding to both The Aerospace and Motor Sport Industry Sectors ensures that stringent quality standards and delivery requirements are paramount in Tru-Threads manufacturing ethos.

The director remains confident in R F Holding Limited's group companies abilities to remain stable and continue its planned steady growth.

PRINCIPAL RISKS AND UNCERTAINTIES

The process of risk management is addressed through a framework of policies, procedures and internal controls. All policies are subject to Board approval and ongoing review by management. Compliance with regulation, legal and ethical standards is a high priority for the group.

SECTION 172(1) STATEMENT

The Board of Directors confirm it has performed its duties in respect of section 172 of the Companies act 2006.

Specifically, the Board has considered long term factors that affect the group's strategic directions.

The Board has engaged with its stakeholders, which assist the board in its decision-making process and in fulfilling its duty to promote the success of the group as set out in Section 172

The Board has fulfilled their duties as follows:

On an ongoing basis, the board assess the major risks affecting the group and develop appropriate responses to address those risks in an efficient and affective manner. This is taken into consideration when setting goals, budgets and forecasting financial performance. This ensures that the group understands the financial impact of these risks and can respond to them on a timely basis.

Employees are a key to R F Holdings Limited's success. The group engages with employees on a regular basis. Supervisor, manager and Director meetings are held to cover a range of topics such as Health & Safety, financial performance, training and compliance. The group monitors staff turnover and performance to understand staff progression within the business.

The group invests in the future of the business and has a successful mentoring plan to encourage young people into the group.

R F Holdings Limited aims to exceed its customers' expectations. We do this through communication and building strong business relationships with our clients. We further promote R F Holdings closely with our suppliers and our local communities. We understand our responsibility with our community and work hard to show how important that relationship is to the group.

ON BEHALF OF THE BOARD:

Miss L J Guest - Secretary

27 October 2025

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the manufacture and sale of tube fittings for hydraulic and pneumatic systems, precision thread grinding and precision engineering.

DIVIDENDS

Interim dividends totalling £5.7716 per share were paid during the year. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 30 April 2025 will be £ 613,171 .

A total dividend of £62,518 (2024 - £71,966) was distributed to the ordinary 'A', 'B', 'C' and 'D' shareholders of the subsidiary companies.

DIRECTORS

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

M P Creighton

A I Creighton

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Tomkinson Teal (Lichfield) LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Miss L J Guest - Secretary

27 October 2025

Opinion

We have audited the financial statements of R F Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 April 2025 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

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

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

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 identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, through discussion with the directors and other management. We discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

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.

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.

Susanna D Ault FCCA ACA (Senior Statutory Auditor)

for and on behalf of Tomkinson Teal (Lichfield) LLP

Hanover Court

5 Queen Street

Lichfield

Staffordshire

WS13 6QD

27 October 2025

TURNOVER

3

7,280,833

7,069,346

Cost of sales

(5,110,690

)

(5,099,972

)

GROSS PROFIT

2,170,143

1,969,374

Administrative expenses

(1,128,279

)

(1,037,966

)

OPERATING PROFIT

5

1,041,864

931,408

Interest receivable and similar income

96,517

65,181

1,138,381

996,589

Interest payable and similar expenses

6

(1,163

)

(6,183

)

PROFIT BEFORE TAXATION

1,137,218

990,406

Tax on profit

7

(289,359

)

(251,098

)

PROFIT FOR THE FINANCIAL YEAR

847,859

739,308

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

847,859

739,308

Profit attributable to:

Owners of the parent

785,341

668,342

Non-controlling interests

62,518

70,966

847,859

739,308

Total comprehensive income attributable to:

Owners of the parent

847,859

739,308

FIXED ASSETS

Tangible assets

10

3,059,744

2,368,690

Investments

11

-

-

3,059,744

2,368,690

CURRENT ASSETS

Stocks

12

1,445,990

1,449,968

Debtors

13

3,406,069

3,392,650

Cash at bank and in hand

4,429,333

4,891,584

9,281,392

9,734,202

CREDITORS

Amounts falling due within one year

14

(1,099,345

)

(1,065,836

)

NET CURRENT ASSETS

8,182,047

8,668,366

TOTAL ASSETS LESS CURRENT LIABILITIES

11,241,791

11,037,056

PROVISIONS FOR LIABILITIES

17

(285,656

)

(253,091

)

NET ASSETS

10,956,135

10,783,965

CAPITAL AND RESERVES

Called up share capital

18

100,002

100,002

Retained earnings

19

10,856,133

10,683,963

SHAREHOLDERS' FUNDS

10,956,135

10,783,965

The financial statements were approved by the Board of Directors and authorised for issue on 27 October 2025 and were signed on its behalf by:

M P Creighton - Director

FIXED ASSETS

Tangible assets

10

-

-

Investments

11

287,140

287,140

287,140

287,140

CURRENT ASSETS

Debtors

13

614,743

579,698

Cash at bank

1,083,525

1,633,133

1,698,268

2,212,831

CREDITORS

Amounts falling due within one year

14

(1,206,050

)

(1,216,860

)

NET CURRENT ASSETS

492,218

995,971

TOTAL ASSETS LESS CURRENT LIABILITIES

779,358

1,283,111

CAPITAL AND RESERVES

Called up share capital

18

100,002

100,002

Retained earnings

19

679,356

1,183,109

SHAREHOLDERS' FUNDS

779,358

1,283,111

Company's profit for the financial year

109,418

104,461

The financial statements were approved by the Board of Directors and authorised for issue on 27 October 2025 and were signed on its behalf by:

M P Creighton - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2023

100,002

10,121,621

10,221,623

Changes in equity

Dividends

-

(106,000

)

(106,000

)

Total comprehensive income

-

668,342

668,342

Balance at 30 April 2024

100,002

10,683,963

10,783,965

Changes in equity

Dividends

-

(613,171

)

(613,171

)

Total comprehensive income

-

785,341

785,341

Balance at 30 April 2025

100,002

10,856,133

10,956,135

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 May 2023

100,002

1,184,648

1,284,650

Changes in equity

Dividends

-

(106,000

)

(106,000

)

Total comprehensive income

-

104,461

104,461

Balance at 30 April 2024

100,002

1,183,109

1,283,111

Changes in equity

Dividends

-

(613,171

)

(613,171

)

Total comprehensive income

-

109,418

109,418

Balance at 30 April 2025

100,002

679,356

779,358

Cash flows from operating activities

Cash generated from operations

1

1,391,596

1,319,976

Interest paid

(402

)

(612

)

Interest element of hire purchase payments paid

(761

)

(5,571

)

Tax paid

(205,477

)

(215,581

)

Net cash from operating activities

1,184,956

1,098,212

Cash flows from investing activities

Purchase of tangible fixed assets

(1,059,765

)

(595,785

)

Sale of tangible fixed assets

40,000

30,758

Interest received

96,517

65,181

Net cash from investing activities

(923,248

)

(499,846

)

Cash flows from financing activities

Capital repayments in year

(25,077

)

(171,586

)

Amount introduced by directors

406,465

323,612

Amount withdrawn by directors

(429,658

)

(406,465

)

Payments to minority interests

(62,518

)

(70,966

)

Equity dividends paid

(613,171

)

(106,000

)

Net cash from financing activities

(723,959

)

(431,405

)

(Decrease)/increase in cash and cash equivalents

(462,251

)

166,961

Cash and cash equivalents at beginning of year

2

4,891,584

4,724,623

Cash and cash equivalents at end of year

2

4,429,333

4,891,584

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

2025

2024

£

£

Profit before taxation

1,137,218

990,406

Depreciation charges

319,665

320,691

Loss/(profit) on disposal of fixed assets

8,964

(30,017

)

Finance costs

1,163

6,183

Finance income

(96,517

)

(65,181

)

1,370,493

1,222,082

Decrease/(increase) in stocks

3,978

(123,242

)

Decrease in trade and other debtors

9,774

264,628

Increase/(decrease) in trade and other creditors

7,351

(43,492

)

Cash generated from operations

1,391,596

1,319,976

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 April 2025

30/4/25

1/5/24

£

£

Cash and cash equivalents

4,429,333

4,891,584

Year ended 30 April 2024

30/4/24

1/5/23

£

£

Cash and cash equivalents

4,891,584

4,724,623

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/5/24

Cash flow

At 30/4/25

£

£

£

Net cash

Cash at bank and in hand

4,891,584

(462,251

)

4,429,333

4,891,584

(462,251

)

4,429,333

Debt

Finance leases

(25,077

)

25,077

-

(25,077

)

25,077

-

Total

4,866,507

(437,174

)

4,429,333

1.	STATUTORY INFORMATION

R F Holdings 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 General Information page.

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 30 April 2025. The acquisitions method of accounting has been adopted, under this method, the results of the subsidiary undertakings acquired or disposed of in the year are included in the consolidation profit and loss account from the date of acquisition or up to the date of disposal.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Freehold property

-

15% on reducing balance, 10% on cost and not provided

Short leasehold

-

10% on cost

Plant and machinery

-

25% on cost, 15% on reducing balance, 12.5% on cost and 10% on cost

Fixtures and fittings

-

33% on cost, 20% on cost and 15% on cost

Motor vehicles

-

25% on cost

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing stock to its present location and condition. Cost is calculated using the first-in, first-out formula. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 balance sheet 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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

4,906,371

4,393,994

Overseas

2,374,462

2,675,352

7,280,833

7,069,346

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,829,453

1,764,913

Social security costs

177,174

159,093

Other pension costs

74,981

92,314

2,081,608

2,016,320

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

2025

2024

Production and administration

59

59

2025

2024

£

£

Directors' remuneration

74,865

67,688

5.	OPERATING PROFIT

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

2025

2024

£

£

Hire of plant and machinery

7,798

8,041

Depreciation - owned assets

303,872

304,816

Depreciation - assets on hire purchase contracts

15,875

15,875

Loss/(profit) on disposal of fixed assets

8,964

(30,017

)

Auditors' remuneration

19,422

18,380

Foreign exchange differences

4,833

3,568

Defined contribution pension

74,981

98,192

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

402

612

Hire purchase

761

5,571

1,163

6,183

7.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

256,794

177,041

Prior year adjustment

-

(818

)

Total current tax

256,794

176,223

Deferred tax

32,565

74,875

Tax on profit

289,359

251,098