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Registered number: 09690798 RCM HOLDINGS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
RCM HOLDINGS LIMITED COMPANY INFORMATION
Directors | A B Robb
| L M Jones
| I P J Wilson
Registered number | 09690798
Registered office | Lonsdale Chambers
| Lonsdale Street
| Stoke-on-Trent
| Staffordshire
| ST4 4BT
Independent auditors | WR Partners
| Chartered Accountants & Statutory Auditors
| 3 Royal Court
| Gadbrook Way
| Gadbrook Park
| Northwich
| Cheshire
| CW9 7UT
RCM HOLDINGS LIMITED CONTENTS
| Page
Strategic report | 1
Directors' report | 2 - 3
Independent auditors' report | 4 - 7
Statement of comprehensive income | 8
Statement of financial position | 9
Statement of changes in equity | 10 - 11
Notes to the financial statements | 12 - 15
RCM HOLDINGS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2025
Introduction
The directors present the strategic report for the year ended 31 December 2025.
Business review
Principal Activity RCM Holdings is the holding company to Roofing & Cladding Materials Limited (RCM), with RCM being a leading supplier of specialist building boards, rain screen façade systems and related products to the UK construction industry. RCM's 'through wall' solutions offer a fully integrated approach to the building's envelope.
Principal risks and uncertainties
The directors recognise that the company and its subsidiaries operate in a changing risk environment and reviews the risks to the business on an ongoing basis. The main risk categories are as follows: - Economic climate - customer strategies - Health and safety - supply chain - Market conditions - Goverment policy and regulations
Financial key performance indicators
In the opinion of the directors, as the company is a non-trading holding company, there are no relevant KPI's to disclose This report was approved by the board on 5 August 2026 and signed on its behalf.
................................................ I P J Wilson Director
Page 1
RCM HOLDINGS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2025 The directors present their report and the financial statements for the year ended 31 December 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently; ∙make judgments 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 to 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.
Principal activity
The principal activity of the company during the year was that of a holding company.
Results and dividends
The profit for the year, after taxation, amounted to £NIL (2024 - £4,000,000). Ordinary dividends were paid amounting to £Nil (2024: £4,000,000). The directors do not recommend payment of a final dividend.
Directors
The directors who served during the year were:
A B Robb
L M Jones
I P J Wilson
Page 2
RCM HOLDINGS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2025
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, WR Partners, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 5 August 2026 and signed on its behalf.
................................................ I P J Wilson Director
Page 3
RCM HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RCM HOLDINGS LIMITED
Opinion
We have audited the financial statements of RCM Holdings Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, 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 2025 and of its result 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 United Kingdom, including the Financial Reporting Council'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. Page 4
RCM HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RCM HOLDINGS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the annual report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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.
Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic report and the Directors' report 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 Directors' report. We have nothing to report in respect of the following matters in relation to which 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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 2, 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 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 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. Page 5
RCM HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RCM HOLDINGS LIMITED (CONTINUED)
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 an Auditors' 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. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the EU General Data Protection Regulation (GDPR). We understood how the Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed board minutes to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements. We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. 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 Auditors' report.
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 an Auditors' 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Page 6
RCM HOLDINGS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RCM HOLDINGS LIMITED (CONTINUED) Fran Johnson BSc BFP FCA (Senior statutory auditor) for and on behalf of WR Partners Chartered Accountants Statutory Auditors 3 Royal Court Gadbrook Way Gadbrook Park Northwich Cheshire CW9 7UT 12 August 2026 Page 7
RCM HOLDINGS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Income from shares in group undertakings |  | - | 4,000,000
Profit before tax |  | - | 4,000,000
Profit for the financial year |  | - | 4,000,000
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | - | 4,000,000
The notes on pages 12 to 15 form part of these financial statements.
Page 8
RCM HOLDINGS LIMITED REGISTERED NUMBER: 09690798 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
| 2025 | 2024
Note | £ | £
Fixed assets |  |  |
Investments | 7 | 3,003,760 | 3,003,760
|  | 3,003,760 | 3,003,760
Total assets less current liabilities |  | 3,003,760 | 3,003,760
Net assets |  | 3,003,760 | 3,003,760
Capital and reserves |  |  |
Called up share capital | 8 | 3,003,760 | 3,003,760
|  | 3,003,760 | 3,003,760
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2026.
................................................ I P J Wilson
Director
The notes on pages 12 to 15 form part of these financial statements. Page 9
RCM HOLDINGS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2025
| Called up share capital | Total equity
| £ | £
At 1 January 2025 | 3,003,760 | 3,003,760
Other comprehensive income for the year | - | -
Total comprehensive income for the year | - | -
Total transactions with owners | - | -
At 31 December 2025 | 3,003,760 | 3,003,760
| The notes on pages 12 to 15 form part of these financial statements.
Page 10
RCM HOLDINGS LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 3,003,760 | - | 3,003,760
Comprehensive income for the year |  |  |
Profit for the year | - | 4,000,000 | 4,000,000
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | 4,000,000 | 4,000,000
Contributions by and distributions to owners |  |  |
Dividends: Equity capital | - | (4,000,000) | (4,000,000)
Total transactions with owners | - | (4,000,000) | (4,000,000)
At 31 December 2024 | 3,003,760 | - | 3,003,760
| The notes on pages 12 to 15 form part of these financial statements.
Page 11
RCM HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
1. | General information
RCM Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Lonsdale Chambers, Lonsdale Street, Stoke-on-Trent, Staffordshire, ST4 4BT. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | 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 the 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 Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Benx Holdings Limited as at 31st December 2025 and these financial statements may be obtained from Companies House..
| 2.3 | Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
| 2.4 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activites. Entities in which the company has a long term interest and share control under a contractual arrangement are classified as jointly controlled entities. Page 12
RCM HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025 2.Accounting policies (continued)
| 2.5 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.6 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period or in the period of the revision and future periods where the revision affects both current and future periods. Critical judgements The following judgements (apart from those involving estimates) have had most significant effect on amounts recognised in the financial statements. Impairment of investments Investments in subsidiaries are valued at cost less impairment. The directors assess whether there are any indicators of impairment on an annual basis.
4. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 520 | 2,300
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the Parent Company.
Page 13
RCM HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
5. | Employees
| Staff costs were as follows:
| The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL).
6. | Dividends
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interim paid | - | 4,000,000
|  | - | 4,000,000
7. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2025 | 3,003,760
| At 31 December 2025 | 3,003,760
| Subsidiary undertaking
| The following was a subsidiary undertaking of the Company:
| Name | Registered office | Class of shares | Holding
| Roofing & Cladding Materials Limited | Lonsdale Chambers, Lonsdale Street, Stoke On-Trent ST4 4BT | Ordinary | 100%
| The aggregate of the share capital and reserves as at 31 December 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking was as follows:
| Name
| Roofing & Cladding Materials Limited
Page 14
RCM HOLDINGS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
8. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,276,598 (2024 - 1,276,598) A Ordinary shares of £1.00 each | 1,276,598 | 1,276,598
|  | 1,276,598 (2024 - 1,276,598) B Ordinary shares of £1.00 each | 1,276,598 | 1,276,598
|  | 450,564 (2024 - 450,564) C Ordinary shares of £1.00 each | 450,564 | 450,564
|  |  | 3,003,760 | 3,003,760
9. | Controlling party
Benx Holdings Limited is regarded by the directors as being the company's ultimate parent company.
Page 15