REGISTERED NUMBER: 03687923 (England and Wales)

Shape Technologies Group UK Ltd

Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

P G Castle

B Solleder

SECRETARY:

Secretarial Appointments Ltd

REGISTERED OFFICE:

Unit 3, Canton House

Wheatfield Way

Hinckley

Leicestershire

LE10 1YG

REGISTERED NUMBER:

03687923 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

Sterling House

97 Lichfield Street

Tamworth

Staffordshire

B79 7QF

FIXED ASSETS

Tangible assets

4

240,359

294,254

CURRENT ASSETS

Debtors

5

349,218

2,675,474

CREDITORS

Amounts falling due within one year

6

131,456

2,709,687

NET CURRENT ASSETS/(LIABILITIES)

217,762

(34,213

)

TOTAL ASSETS LESS CURRENT LIABILITIES

458,121

260,041

CAPITAL AND RESERVES

Called up share capital

8

2,300,002

2,300,002

Retained earnings

(1,841,881

)

(2,039,961

)

SHAREHOLDERS' FUNDS

458,121

260,041

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

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

P G Castle - Director

1.	STATUTORY INFORMATION

Shape Technologies Group UK Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis which assumes that the company will continue to operate for the foreseeable future. The company relies on support from its parent company and funds made available from the wider group by provision of a group company treasury facility. Withdrawal of support, both financially and operationally, would result in cessation of operations or significant curtailment in activities. Parent company support has been confirmed for the next 12 months and budgets and cash flow projections compiled which indicate the company has sufficient reserves to continue to trade. The directors believe that support afforded and, careful cashflow considerations, is sufficient upon which to adopt the going concern basis.

Significant judgements and estimates

The company makes estimates and assumptions concerning the future. Management are also required to exercise judgment in the process of applying the company’s accounting policies. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below:

In preparing these financial statements, the directors have made the following judgments:

- Determine whether leases entered into by the company either as a lessor or a lessee are operating or lease or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis based on an evaluation of the terms and conditions of the arrangements, and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

- A provision is recognised when the company has a present legal or constructive obligation as a result of a past event for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flow at a rate that reflects the time value of money and the risks specific to the liability.

- Whether a present obligation is probable or not requires judgment. The nature and type of risks for these provisions differ and management’s judgment is applied regarding the nature and extent of obligations in deciding if an outflow of resources is probable or not.

- Depreciation and residual values. The Directors have reviewed the asset lives and associated residual values of all fixed asset classes, and in particular, the useful economic life and residual values of fixtures and fittings, and have concluded that asset lives and residual values are appropriate.

The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projects disposal values.

Turnover

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

Revenue in the form of sales commission for orders of advanced manufacturing solutions is recognised upon shipment or delivery of the completed product to the customer as specified by the customer purchase order.

Revenue from service agreements is recognised as earned when services have been rendered.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Land & buildings leasehold - over term of lease

Fixtures, fittings & equipment - 3 & 5 years straight line

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 8 (2023 - 10 ) .

4.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 January 2024

and 31 December 2024

556,675

DEPRECIATION

At 1 January 2024

262,421

Charge for year

53,895

At 31 December 2024

316,316

NET BOOK VALUE

At 31 December 2024

240,359

At 31 December 2023

294,254

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

1,055

1,055

Amounts owed by group undertakings

298,265

2,644,452

Other debtors

49,898

29,967

349,218

2,675,474

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

4,819

2,697

Amounts owed to group undertakings

93,978

2,648,061

Taxation and social security

22,383

40,260

Other creditors

10,276

18,669

131,456

2,709,687

7.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

92,511

71,821

Between one and five years

123,919

159,111

In more than five years

-

3,000

216,430

233,932

Included above are lease commitments in the name of the company, but which are recharged fully to group companies as follows:-

2024

2023

£

£

Within one year

38,955

38,261

Between one and five years

36,446

73,666

75,401

111,927

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

2,300,002

Ordinary

£1

2,300,002

2,300,002

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Stephen Paul Butler BA FCA (Senior Statutory Auditor)

for and on behalf of TC Group

10.	RELATED PARTY DISCLOSURES

During the year Shape Technologies Group UK Limited made sales of goods and services to the following related companies:

Flow Europe GmbH £884,615 (2023 - £803,207)

At the year end the balance owing from Flow Europe GmbH amounted to £82,747 (2023 - £2,617,877).

During the year Flow Holding Limited made funds available, via an intercompany sweep activity, to Shape Technologies Group UK Limited which attracts an interest rate of 1%. At the year end, following a non cash settlement between Flow Europe GmbH and Flow Holding Limited to clear accrued interest and majority of the outstanding capital balance as at 20 December 2024, the amount owed by Shape Technologies Group UK Limited was £124,180 (2023 - £2,674,760) which includes accrued interest to date of £nil (2023 - £149,708).

11.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of Flow Europe GmbH, a company registered in Germany.

The ultimate holding company is Shape Technologies Group Inc, a company registered in the USA.

The ultimate controlling entity is Shape Funding LLC, a company incorporated in the USA.

The ultimate controlling party is American Industrial Partners Fund V, L.P.

.