Rs Machinery Holdings Ltd

	Page
Strategic Report	1—3
Director's Report	4
Independent Auditor's Report	5—8
Consolidated Profit and Loss Account	9
Consolidated Statement of Comprehensive Income	10
Consolidated Balance Sheet	11
Company Balance Sheet	12
Consolidated Statement of Changes in Equity	13
Company Statement of Changes in Equity	14
Consolidated Statement of Cash Flows	15
Notes to the Consolidated Statement of Cash Flows	16
Notes to the Financial Statements	17—27

The director presents his strategic report for the year ended 31 December 2024.

Principal Activity

The Group generates revenue through the:

Sale of specialist machinery
Sale of equipment, parts and consumables
Servicing, maintenance and after-sales support
Project-based work and equipment refurbishment

Value is created through:

Strong customer relationships in recurring industries
Technical expertise and responsive after-sales support
Effective sourcing and stock management
A skilled workforce and investment in training

The Group operates from its base in Aberdeen, servicing customers throughout the UK and Ireland.

Review of the Business

The Group’s principal activity continues to be the hire, sale and servicing of machinery and surface preparation equipment used across industrial, construction and engineering sectors. Demand remained stable during the year, supported by recurring customer activity and delivery of existing pipeline.

Turnover increased to £12.86m (2023: £12.35m), reflecting consistent sales performance and improving customer activity. Gross profit increased to £4.06m (2023: £3.88m), with margins benefiting from effective stock management and pricing discipline despite inflationary cost pressures.

Administrative expenses increased to £3.49m (2023: £3.21m), driven by higher staff costs, increased investment in marketing, training and operational capacity, and general cost inflation. Operating profit was £588k (2023: £735k), and the Group recorded a profit after tax of £483k (2023: £1.00m).

The Group maintained a strong asset base, with tangible fixed assets increasing to £1.60m (2023: £1.44m) following ongoing investment in the hire fleet, equipment and vehicles. Net assets increased to £3.21m (2023: £3.06m), reflecting retained earnings and profitable trading.

Stock levels increased to £4.58m (2023: £4.65m) as efforts to improve working capital efficiency continued. Cash at bank increased to £494k (2023: £189k), supported by strong operating cash generation of £1.60m.

Principal Risks and Uncertainties

The Group faces a number of operational and financial risks. The main risks and mitigation measures are set out below.

Market and Economic Conditions

Demand for machinery and hire services is affected by capital expenditure trends in the industrial and construction sectors.

Mitigation: Diversified customer base, stock management, cost structure.

Supply Chain & Stock Availability

Lead times and availability of machinery and components can impact delivery schedules.

Mitigation: Multiple suppliers, forward ordering, maintaining appropriate stock levels.

Credit Risk

Customer default risk remains inherent given the nature of the sectors served.

Mitigation: Credit checks, proactive debt collection, staged payments for large orders.

Operational Risk

Breakdowns, fleet utilisation or unexpected downtime can affect service delivery.

Mitigation: Ongoing investment in fleet, planned maintenance and training.

Cybersecurity & IT Systems

Reliance on IT systems exposes the Group to cybersecurity threats.

Mitigation: Up-to-date antivirus protection, data backups, access controls in line with ISO.

...CONTINUED

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Rs Machinery Holdings Ltd

Strategic Report (continued)

For The Year Ended 31 December 2024

Principal Risks and Uncertainties - continued

Health & Safety

Operations involve machinery, vehicles and workshop activity.

Mitigation: Strong safety policies, training programmes, regular inspections.

Future Developments

The Group intends to continue improving workshop and service capacity and investing in people and training. Opportunities also exist to expand sales channels, improve digital processes and enhance customer service capability.

During 2025, the Directors are reviewing the structure of the Group with the intention of separating the operations of RS Blastech from RS Machinery into two distinct trading entities, while both will remain wholly owned within RS Machinery Holdings Ltd. This internal reorganisation is expected to improve operational focus, provide clearer financial reporting and support the next phase of strategic growth.

The Directors remain confident in the Group’s long-term prospects, supported by a strong asset base, resilient demand and continued investment in operational capability.

Key Performance Indicators (KPIs)

Management monitors a range of KPIs to assess performance and support decision-making. The following KPIs are relevant to the Group’s operations:

Financial KPIs

Turnover (£) – £12.94m in 2024 (↑4.1% vs 2023).
Gross Profit Margin (%) – 31.6% (2023: 31.4%).
Operating Profit Margin (%) – 4.6% (2023: 6.0%).
Cash Generated from Operations (£) – £1.60m (2023: £(3.77m)).
Stock Turnover – monitored monthly to optimise working capital.
Debtor Days – measured to maintain credit discipline and cashflow.

Non-Financial KPIs

On-Time Delivery Performance (%) – core measure of service efficiency.
Workshop/Service Turnaround Time – key customer service metric.
Health & Safety Metrics – incidents, near-misses and compliance checks.

Environmental, Employee and Social Matters

Environmental

The Group seeks to minimise environmental impact through efficient waste management, recycling initiatives and responsible procurement. Energy usage and emissions are monitored across facilities and vehicles in line with ISO 9001.

Employees

Staff numbers remained at an average of 43 during the year and ongoing investment in training and development remains a priority. The Group promotes a safe working environment and complies with relevant health and safety legislation.

Social and Community

The Group supports charitable causes and local community initiatives. Ethical conduct, supplier responsibility and safety are embedded within daily operations.

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Rs Machinery Holdings Ltd

Strategic Report (continued)

For The Year Ended 31 December 2024

Section 172(1) Statement

In accordance with Section 172 of the Companies Act 2006, the Directors have acted in the way they consider, in good faith, would promote the success of the Group for the benefit of its members as a whole. In doing so, the Directors have had regard to: the long-term sustainability and future viability of the business; the interests, wellbeing and development of employees; the importance of maintaining strong and collaborative relationships with suppliers and customers; the impact of the Group’s operations on the community and the environment; the need to uphold high standards of business conduct and regulatory compliance; and the requirement to act fairly between all shareholders.

Examples of how the Directors have applied these principles during the year include continued investment in staff training and development, enhancements to facilities and operational equipment, reinforcement of supplier and customer engagement practices, and responsible financial management to support sustainable long-term growth.

On behalf of the board

Mr Stefan Ross

Director

23/12/2025

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Rs Machinery Holdings Ltd

Company No. SC435684

Director's Report For The Year Ended 31 December 2024

Director's Report

The director presents his report and the financial statements for the year ended 31 December 2024.

Directors

The director who held office during the year were as follows:

Mr Stefan Ross

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the director consider them to be of strategic importance to the business.

Statement of Director's Responsibilities

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the director 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 the financial statements the director is required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company and 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. He is 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.

The director is responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Director's Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Independent Auditors

The auditors, Mortimer Childe Services Ltd, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.

On behalf of the board

Mr Stefan Ross

Director

23/12/2025

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Independent Auditor's Report

to the Members of

Rs Machinery Holdings Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of RS Machinery Holdings (the 'group') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows, 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report 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 were not appointed as auditor of the group until after 31 December 2024 and thus did not observe the counting of physical inventories at the end of the year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 December 2024, which are included in the balance sheet at £4,584,647, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary. The evidence obtained does not suggest any material misstatement but is not sufficient to be able to form an 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 auditor 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 qualified opinion.

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Key Audit Matters

Except for the matter described in the basis for qualified opinion section, we have determined that there are no key audit matters to be communicated in our report.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the inventory quantities of £4,584,647, held at 31 December 2024. We have concluded that where the other information refers to the inventory balance or related balances such as cost of sales, it may be materially misstated for the same reason.

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Independent Auditor's Report (continued)

to the Members of

Rs Machinery Holdings Ltd

Opinions on Other Matters Prescribed by the Companies Act 2006

Except for the possible effects of the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on Which We Are Required to Report by Exception

Except for the matter described in the basis for qualified opinion section of our report, in the light of our knowledge and understanding of the group and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director's Report.

Arising solely from the limitation on the scope of our work relating to inventory, referred to above:

we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
we were unable to determine whether adequate accounting records have been kept.

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:

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 director's remuneration specified by law are not made.

Responsibilities of Directors

As explained more fully in the Statement of Director's Responsibilities (set out on page 4), the director is 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 director determines is 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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Independent Auditor's Report (continued)

to the Members of

Rs Machinery Holdings Ltd

Auditor's 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 an auditor’s report 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:

The engagement partner ensured that the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

We identified the laws and regulations applicable to the group through discussions with Directors and other management and from our commercial knowledge and experience of this business sector.

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence.

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls we:

Performed analytical procedures to identify any unusual or unexpected relationships.

Assessed whether judgments and assumptions made in determining accounting estimates included in the Accounts were indicative of potential bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiring of the Directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error, as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters

The accounts for the year ended 31 December 2024 are the first accounts of the group to be audited and therefore the comparatives presented in these financial statements are unaudited.

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 group’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the group and the group’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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Independent Auditor's Report (continued)

to the Members of

Rs Machinery Holdings Ltd

Dean Jarman FCCA (Senior Statutory Auditor) (Senior Statutory Auditor)

for and on behalf of For and on behalf of Mortimer Childe Services Limited, Statutory Auditor , Statutory Auditor

23/12/2025

For and on behalf of Mortimer Childe Services Limited, Statutory Auditor

53 High Street

Cleobury Mortimer

Kidderminster

DY14 8DQ

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Rs Machinery Holdings Ltd

Consolidated Profit and Loss Account

For The Year Ended 31 December 2024

Consolidated Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER	3	12,868,013	12,354,843
Cost of sales		(8,805,038 )	(8,470,644 )

GROSS PROFIT		4,062,975	3,884,199

Administrative expenses		(3,494,017 )	(3,206,371 )
Other operating income		19,862	57,163

OPERATING PROFIT	5	588,820	734,991
Profit on disposal of fixed assets		5,156	32,729
Interest payable and similar charges	10	(140,342 )	(101,081 )

PROFIT BEFORE TAXATION		453,634	666,639
Tax on Profit	11	30,199	-

PROFIT AFTER TAXATION BEING PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		483,833	666,639

The notes on pages 16 to 27 form part of these financial statements.

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Rs Machinery Holdings Ltd

Consolidated Statement of Comprehensive Income

For The Year Ended 31 December 2024

Consolidated Statement of Comprehensive Income

	2024	2023
	£	£
PROFIT FOR THE FINANCIAL YEAR	483,833	666,639
OTHER COMPREHENSIVE INCOME FOR THE YEAR	-	-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT	483,833	666,639

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Rs Machinery Holdings Ltd

Consolidated Balance Sheet

As At 31 December 2024

Consolidated Balance Sheet

Registered number: SC435684

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Intangible Assets	12		1		1
Tangible Assets	13		1,602,972		1,443,764

			1,602,973		1,443,765
CURRENT ASSETS
Stocks	15	4,584,647		4,645,103
Debtors	16	1,899,013		3,207,901
Cash at bank and in hand		493,655		189,017

		6,977,315		8,042,021
Creditors: Amounts Falling Due Within One Year	17	(4,566,114 )		(5,367,759 )

NET CURRENT ASSETS (LIABILITIES)			2,411,201		2,674,262

TOTAL ASSETS LESS CURRENT LIABILITIES			4,014,174		4,118,027

Creditors: Amounts Falling Due After More Than One Year	18		(411,620 )		(648,262 )

PROVISIONS FOR LIABILITIES
Provisions For Charges	22		(234,900 )		(205,215 )
Deferred Taxation	21		(159,207 )		(205,088 )

NET ASSETS			3,208,447		3,059,462

CAPITAL AND RESERVES
Called up share capital	23		440		440
Profit and Loss Account			3,208,007		3,059,022

SHAREHOLDERS' FUNDS			3,208,447		3,059,462

On behalf of the board

Mr Stefan Ross

Director

23/12/2025

The notes on pages 16 to 27 form part of these financial statements.

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Rs Machinery Holdings Ltd

Company Balance Sheet

As At 31 December 2024

Company Balance Sheet

Registered number: SC435684

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	13		551,055		558,851
Investments	14		200		200

			551,255		559,051
CURRENT ASSETS
Debtors	16	-		1

		-		1
Creditors: Amounts Falling Due Within One Year	17	(507,044 )		(503,180 )

NET CURRENT ASSETS (LIABILITIES)			(507,044 )		(503,179 )

TOTAL ASSETS LESS CURRENT LIABILITIES			44,211		55,872

NET ASSETS			44,211		55,872

CAPITAL AND RESERVES
Called up share capital	23		440		440
Profit and Loss Account			43,771		55,432

SHAREHOLDERS' FUNDS			44,211		55,872

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit for the year was £ 323,187 (2023: £ 323,286 profit).

On behalf of the board

Mr Stefan Ross

Director

23/12/2025

The notes on pages 16 to 27 form part of these financial statements.

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Rs Machinery Holdings Ltd

Consolidated Statement of Changes in Equity

For The Year Ended 31 December 2024

Consolidated Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	440	2,727,231	2,727,671
Profit for the year and total comprehensive income	-	666,639	666,639

Dividends paid	-	(334,848)	(334,848)

As at 31 December 2023 and 1 January 2024	440	3,059,022	3,059,462


Profit for the year and total comprehensive income	-	483,833	483,833

Dividends paid	-	(334,848)	(334,848)

As at 31 December 2024	440	3,208,007	3,208,447

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Rs Machinery Holdings Ltd

Company Statement of Changes in Equity

For The Year Ended 31 December 2024

Company Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 January 2023	440	66,994	67,434
Profit for the year and total comprehensive income	-	323,286	323,286

Dividends paid	-	(334,848)	(334,848)

As at 31 December 2023 and 1 January 2024	440	55,432	55,872


Profit for the year and total comprehensive income	-	323,187	323,187

Dividends paid	-	(334,848)	(334,848)

As at 31 December 2024	440	43,771	44,211

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Rs Machinery Holdings Ltd

Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Consolidated Statement of Cash Flows

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash generated from operations	1	1,474,755	382,755
Interest paid		(140,342 )	(101,081 )
Tax refunded		2,337	10,814

Net cash generated from operating activities		1,336,750	292,488

Cash flows from investing activities
Purchase of tangible assets		(482,937 )	(270,540 )
Proceeds from disposal of tangible assets		45,241	117,987

Net cash used in investing activities		(437,696 )	(152,553 )

Cash flows from financing activities
Equity dividends paid		(334,848 )	(334,848 )
Repayment of bank borrowings		(132,157 )	(121,914 )
Proceeds from new other loans		-	7,583
Repayment of other loans		(77,501)	-
Repayment of finance leases		(7,904 )	(138,340 )
Amount introduced by directors		-	495,182
Amount withdrawn by directors		(94,835)	-

Net cash used in financing activities		(647,245 )	(92,337 )



Increase in cash and cash equivalents		251,809	47,598
Cash and cash equivalents at beginning of year	2	52,503	(36,854 )
Foreign exchange gains on cash and cash equivalents		40,101	41,759

Cash and cash equivalents at end of year	2	344,413	52,503

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Rs Machinery Holdings Ltd

Notes to the Consolidated Statement of Cash Flows

For The Year Ended 31 December 2024

Notes to the Consolidated Statement of Cash Flows

1. Reconciliation of profit for the financial year to cash generated from operations

	2024	2023
	£	£
Profit for the financial year	483,833	666,639
Adjustments for:
Tax on profit	(30,199 )	-
Interest expense	140,342	101,081
Depreciation of tangible assets	283,644	189,840
Profit on disposal of tangible assets	(5,156)	(32,729)
Foreign exchange gains	(40,101)	(41,759)
Movements in working capital:
Decrease/(increase) in stocks	60,456	(1,395,129 )
Decrease in trade and other debtors	1,321,419	473,966
(Decrease)/increase in trade and other creditors	(739,483 )	420,846

Net cash generated from operations	1,474,755	382,755

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	493,655	189,017
Overdraft facilities repayable on demand	(149,242 )	(136,514 )

Cash and cash equivalents as stated in the Statement of Cash Flows	344,413	52,503

3. Analysis of changes in net debt

	As at 1 January 2024	Cash flows	As at 31 December 2024
	£	£	£
Cash at bank and in hand	189,017	304,638	493,655
Overdraft facilities repayable on demand	(136,514)	(12,728)	(149,242)

Cash and cash equivalents	52,503	291,910	344,413
Finance leases	(643,542)	7,904	(635,638)
Debts falling due within one year	(825,760 )	72,845	(752,915 )
Debts falling due after more than one year	(285,492)	136,813	(148,679)

	(1,702,291)	509,472	(1,192,819)

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Rs Machinery Holdings Ltd

Notes to the Financial Statements

For The Year Ended 31 December 2024

Notes to the Financial Statements

1. General Information

Rs Machinery Holdings Ltd is a private company, limited by shares, incorporated in England & Wales, registered number SC435684 . The registered office is Denmore Place Denmore Industrial Estate, Bridge Of Don, Aberdeen, Scotland, AB23 8JS.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

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

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 31 December 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.4. Turnover

Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has transferred to the buyer. This is usually at the point that the customer has signed for the delivery of the goods.

Rendering of services

Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. Turnover is only recognised to the extent of recoverable expenses when the outcome of a contract cannot be estimated reliably.

2.5. Intangible Fixed Assets and Amortisation - Goodwill

Goodwill represents the excess of the cost of a business combination over the fair value of the group’s share of the identifiable net assets, liabilities and contingent liabilities acquired.

Goodwill arising on the acquisition of subsidiaries is included in Intangible Assets. Goodwill arising on the acquisition of associates and joint ventures is included in the related equity accounted investment value.

Goodwill is amortised over its expected useful life which is estimated to be .... years.

Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the profit and loss account. No reversals of impairment are recognised.

2.6. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Freehold	2% Straight Line
Leasehold	10% Straight Line
Plant & Machinery	20% Reducing Balance
Motor Vehicles	25% Reducing Balance
Fixtures & Fittings	33% Straight Line
Computer Equipment	33% Straight Line

2.7. Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

2.8. Leasing and Hire Purchase Contracts

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired under finance leases are depreciated over the shorter of the lease term and their useful lives. Assets acquired under hire purchase contracts are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the group. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to the profit and loss account as incurred.

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.9. Stocks and Work in Progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks.

Cost is determined using the first-in, first-out method. Cost includes all direct costs and an appropriate proportion of fixed and variable overheads.

Work in progress is reflected in the accounts on a contract by contract basis by recording turnover and related costs as contract activity progresses.

At the end of each reporting period stocks are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. Where a reversal of the impairment is required the impairment charge is reversed, up to the original impairment loss, and is recognised as a credit in the profit and loss account.

2.10. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

2.11. Foreign Currencies

Monetary 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 ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.12. Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.

2.13.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business. Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

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 the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities. Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

2.14.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations or future events that are believed to be reasonable under the circumstances. The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the actual results. In the opinion of the directors there are no estimates nor assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Tangible fixed assets are depreciated over their useful lives, taking into account residual values, where appropriate. In the opinion of the directors the depreciation rates used are appropriate as significant profits/losses do not occur on any disposals made.

Trade debtors consist of amounts arising from customers. An allowance for doubtful debts is maintained for estimated losses resulting from the inability of the group's customers to make required payments. The allowance is based on the group’s regular assessment of the credit worthiness and financial conditions of customers. Tangible fixed assets Tangible fixed assets are depreciated over their useful lives, taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors.

Stock - certain factors could affect the net realisable value of the group's stocks, including customer demand and market conditions. The group considers usage, anticipated sales price, effect of new product introductions, product obsolescence and other factors when evaluation the value.

Warranty provisions – an allowance for warranty provisions is made for products sold with a warranty attached to them. The group makes an estimate of the likely costs associated with warranty claims based on history and experience of the product.

3. Turnover

Analysis of turnover by geographical market is as follows:

	2024	2023
	£	£
United Kingdom	10,782,356	10,359,341
Europe	2,085,657	1,995,502

	12,868,013	12,354,843

4. Other Operating Income

	2024	2023
	£	£
Other operating income	19,862	57,163

	19,862	57,163

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

5. Operating Profit

The operating profit is stated after charging:

	2024	2023
	£	£
Bad debts	38,085	10,346
Research and Development Costs	15,456	12,251
Depreciation of tangible fixed assets	283,644	189,840

6. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the company's financial statements	13,000	-

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2024	2023
	£	£
Wages and salaries	2,326,652	2,019,801
Social security costs	138,835	113,682
Other pension costs	11,476	9,597

	2,476,963	2,143,080

8. Average Number of Employees

Group

Average number of employees, including directors, during the year was: 43 (2023: NIL)

Company

Average number of employees, including directors, during the year was: 1 (2023: 4)

9. Director's remuneration

	2024	2023
	£	£
Emoluments	79,487	74,742

10. Interest Payable and Similar Charges

	2024	2023
	£	£
Bank loans and overdrafts	88,266	-
Finance charges payable under finance leases and hire purchase contracts	51,929	43,112
Late payment tax charges	147	57,969

	140,342	101,081

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

11. Tax on Profit

	Tax Rate		2024	2023
The tax credit on the profit for the year was as follows:
	2024	2023	£	£
Current tax
UK Corporation Tax	25.0%	25.0%	97,425	-
Prior period adjustment			(81,743 )	-

			15,682	-
Deferred Tax
Deferred taxation			(45,881 )	-


Total tax charge for the period			(30,199 )	-


The actual credit for the year can be reconciled to the expected charge for the year based on the profit and the standard rate of corporation tax as follows:
			2024	2023
			£	£
Profit before tax			453,634	666,639

Tax on profit at 25% (UK standard rate)			116,322	165,550
Goodwill/depreciation not allowed for tax			62,622	56,171
Capital allowances			(81,519 )	(22,386 )
Short term timing differences			(45,881 )	-
Research and Development tax credit			-	(96,959 )
Prior period adjustment			(81,743 )	-
Difference in tax rates			-	(2,296 )

Total tax charge for the period			(30,199)	100,080

12. Intangible Assets

Group

	Goodwill
	£
Cost
As at 1 January 2024	1

As at 31 December 2024	1

Net Book Value
As at 31 December 2024	1

As at 1 January 2024	1

Company

The company had no intangible fixed assets as at 31 December 2024 or 31 December 2023.

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

13. Tangible Assets

Group

	Land & Property
	Freehold	Leasehold	Plant & Machinery	Motor Vehicles
	£	£	£	£
Cost
As at 1 January 2024	590,235	26,138	212,144	961,929
Additions	2,665	2,689	133,226	268,097
Disposals	-	-	(22,938 )	(62,011 )

As at 31 December 2024	592,900	28,827	322,432	1,168,015

Depreciation
As at 1 January 2024	31,384	3,952	136,250	310,057
Provided during the period	10,461	2,789	8,390	212,814
Disposals	-	-	(10,440 )	(34,424 )

As at 31 December 2024	41,845	6,741	134,200	488,447

Net Book Value
As at 31 December 2024	551,055	22,086	188,232	679,568

As at 1 January 2024	558,851	22,186	75,894	651,872


	Fixtures & Fittings	Computer Equipment	Total
	£	£	£
Cost
As at 1 January 2024	112,385	132,261	2,035,092
Additions	-	76,260	482,937
Disposals	-	-	(84,949 )

As at 31 December 2024	112,385	208,521	2,433,080

Depreciation
As at 1 January 2024	9,685	100,000	591,328
Provided during the period	1,507	47,683	283,644
Disposals	-	-	(44,864 )

As at 31 December 2024	11,192	147,683	830,108

Net Book Value
As at 31 December 2024	101,193	60,838	1,602,972

As at 1 January 2024	102,700	32,261	1,443,764

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

Company

	Land & Property
	Freehold
	£
Cost
As at 1 January 2024	590,235
Additions	2,665

As at 31 December 2024	592,900

Depreciation
As at 1 January 2024	31,384
Provided during the period	10,461

As at 31 December 2024	41,845

Net Book Value
As at 31 December 2024	551,055

As at 1 January 2024	558,851

14. Investments

Company

	Unlisted
	£
Cost or Valuation
As at 1 January 2024	200

As at 31 December 2024	200

Provision
As at 1 January 2024	-

As at 31 December 2024	-

Net Book Value
As at 31 December 2024	200

As at 1 January 2024	200

Subsidiaries

Details of the group's subsidiaries as at 31 December 2024 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
RS Machinery Group Ltd	Denmore Place Denmore Industrial Estate, Bridge Of Don, Aberdeen, Scotland, AB23 8JS	Ordinary	100.00%	-
RS Blastech Ltd	Denmore Place Denmore Industrial Estate, Bridge Of Don, Aberdeen, Scotland, AB23 8JS	Ordinary	100.00%	-

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

15. Stocks

	2024	2023
	£	£
Stock	4,584,647	4,645,103

16. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Trade debtors	1,787,843	2,857,642	-	1
Other debtors	111,170	350,259	-	-

	1,899,013	3,207,901	-	1

An impairment loss of £113,244 (2023: £7,586) was recognised against trade debtors.

The amounts owed to the group from group undertakings are unsecured, non-interest bearing and are repayable on demand.

17. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Net obligations under finance lease and hire purchase contracts	372,697	303,646	-	-
Trade creditors	1,199,317	2,790,553	-	-
Bank loans and overdrafts	216,312	203,584	-	-
Other loans	685,845	758,690	-	-
Amounts owed to group undertakings	-	-	490,820	487,055
Other creditors	436,229	663,208	-	-
Corporation tax	212,530	194,511	15,025	15,025
Taxation and social security	735,815	295,851	-	-
Accruals and deferred income	707,369	157,716	1,199	1,100

	4,566,114	5,367,759	507,044	503,180

18. Creditors: Amounts Falling Due After More Than One Year

	Group
	2024	2023
	£	£
Net obligations under finance lease and hire purchase contracts	262,941	339,896
Bank loans	136,651	268,808
Other loans	12,028	16,684
Accruals and deferred income	-	22,874

	411,620	648,262

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

19. Loans

The covid loans are unsecured as backed by the government. The trade loan facility is back by a general pledge against stock, documents and all cash.

An analysis of the maturity of loans is given below:

	Group
	2024	2023
	£	£
Amounts falling due within one year or on demand:
Bank loans	67,070	67,070
Other loans	685,845	758,690

	752,915	825,760

	Group
	2024	2023
	£	£
Amounts falling due between one and five years:
Bank loans	136,651	268,808
Other loans	12,028	16,684

	148,679	285,492

20. Obligations Under Finance Leases and Hire Purchase

	Group
	2024	2023
	£	£
The future minimum finance lease payments are as follows:
Not later than one year	372,697	303,646
Later than one year and not later than five years	262,941	339,896

	635,638	643,542

	635,638	643,542

Liabilities relating to finance lease agreements are secured against the asset to which the finance relates.

21. Deferred Taxation

The provision for deferred tax is made up as follows:

	2024	2023
	£	£
Other timing differences	159,207	205,088

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Rs Machinery Holdings Ltd

Notes to the Financial Statements (continued)

For The Year Ended 31 December 2024

22. Provisions for Liabilities

Group
	Deferred Tax	Other Provisions	Total
	£	£	£
As at 1 January 2024	205,088	205,215	410,303
Additions	-	29,685	29,685
Deferred taxation	(45,881 )	-	(45,881 )

Balance at 31 December 2024	159,207	234,900	394,107

23. Share Capital

	2024	2023
Allotted, called up and fully paid	£	£
440 Ordinary Shares of £ 1.00 each	440	440

24. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £11,476 (2023: £9,597).

At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.

25. Directors Advances, Credits and Guarantees

Included within Debtors are the following loans to directors:

	As at 1 January 2024	Amounts advanced	Amounts repaid	Amounts written off	As at 31 December 2024
	£	£	£	£	£
Mr Stefan Ross	11,894	145,524	121,099	-	12,532

The above loan is unsecured, interest free and repayable on demand.

26. Dividends

	2024	2023
	£	£
On equity shares:
Final dividend paid	334,848	334,848

27. Related Party Disclosures

The group has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.

Included within creditors due within one year are loans received from certain directors of the group. These loans totalled £412,878 (2023: £483,289) and are unsecured and interest free. The directors have indicated that they would not draw these loans down at the detriment of the group.

28. Controlling Parties

The company is under the control of its directors and their spouses who between them own 100% of the issued share capital.

Page 27