REGISTERED NUMBER: 02763471 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BIESSE GROUP UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Statement of Cash Flows

12

Notes to the Statement of Cash Flows

13

Notes to the Financial Statements

14

DIRECTORS:

E Vichi

C P J Burke

REGISTERED OFFICE:

Lamport Drive

Daventry

Northamptonshire

NN11 8YZ

REGISTERED NUMBER:

02763471 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

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

REVIEW OF BUSINESS

The Board of directors reflected that 2024 had broadly followed the expected performance plan both in terms of turnover and bottom line profit. With the end of the post covid government incentives, which had driven substantial growth in 2022 and 2023, the directors had expected the reduction in turnover, down £9,125,848 to £28,420,422, and planned accordingly. Customers had taken the opportunity to pull forward capital investments, which would have otherwise naturally flowed into 2024 and 2025 and had no business requirement for significant investments in 2024. Turnover for tooling, parts and service saw an increase as customers supported the 2023 machine investments. The directors envisaged that trend will continue into 2025 with machine sales expected to be broadly flat and increase revenue coming from the three areas of tooling, parts and service. The business is expecting significant growth again in 2026 with increased portfolio of machine offering and the multi product offering of wood, glass, stone and material.

Organisation was significantly strengthened in 2024 with several new additions to the management team including CEO and CFO. Business processes were vastly improved and base costs reduced in preparation for increased bottom level profits into 2025.

PRINCIPAL RISKS AND UNCERTAINTIES

The challenges of the Global supply chain, and geopolitical turmoil pose the greatest risk to the company, particularly due to their impacts on the macroeconomic landscape. Biesse has met this challenge well, securing the supplies of materials at sustainable prices, and Biesse UK continues to attract talent from across the globe, thus meeting the issues faced by record low levels of unemployment and the scarcity of skilled labour. Our strategy is to be both forward and outward looking, which will continue to allow the business to navigate these challenges.

The multi material strategy of offering products across wood, stone, glass and material is both forward and outward looking and will continue to allow the business to navigate challenges fluctuations in any single area. Some sales are made in Euros and the company is therefore exposed to the movement in the Euro to Pound exchange rate. The Group's treasury function manages currency exchange fluctuations by underwriting hedging contracts to mitigate this risk centrally, at group level.

Credit risk arises on assets such as trade receivables. Policies and procedures have been revised and strengthened to mitigate credit risk at a time when business failures are predicted to increase.

ENVIRONMENT

The Biesse Group recognises the importance of its environmental responsibilities, monitors its impact on the environment, and designs and implements policies to reduce any damage that might be caused by the group's activities. The Biesse Group publishes a non-financial sustainability report, available on the group website, prepared in accordance with the Global Reporting Initiative (GRI) guidelines. It describes the key results achieved in the last two years highlighting environmental, social and economic impacts.

SIGNED BY ORDER OF THE DIRECTORS:

C P J Burke - Director

5 September 2025

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

PRINCIPAL ACTIVITY

The company is a wholly owned subsidiary of Biesse S.p.A and operates as the UK subsidiary of the group.

The Company's principal activities are the selling and servicing of capital machinery to the wood, glass, stone and advanced materials industries in the UK and Ireland. There have not been any significant changes in the company's principal activities in the year under review. The directors are not aware of, at the date of this report, any likely major changes in the company's activities in the next year.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 have been £500,000. (2023:£1,500,000).

DIRECTORS

E Vichi has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

P de La Tour - resigned 14 March 2024

P Willsher - appointed 22 January 2024

C P J Burke - appointed 1 March 2024

P Willsher ceased to be a director after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Shaw Gibbs (Audit) Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

SIGNED BY ORDER OF THE DIRECTORS:

C P J Burke - Director

5 September 2025

Opinion

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

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

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

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management, the understatement of revenue and the calculations of total care and warranty provisions. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, reviewing meeting minutes, regulatory correspondence and professional fees, detailed substantive testing on the completeness of income, detailed testing on the calculations of total care and warranty provisions, and reviewing accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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

Use of our report

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

Robyn Liddell (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

5 September 2025

TURNOVER

3

28,420,422

37,546,270

Cost of sales

17,959,008

26,626,861

GROSS PROFIT

10,461,414

10,919,409

Administrative expenses

10,352,175

8,643,345

OPERATING PROFIT

5

109,239

2,276,064

Interest receivable and similar income

7

719,369

685,707

828,608

2,961,771

Interest payable and similar expenses

8

14,106

5,253

PROFIT BEFORE TAXATION

814,502

2,956,518

Tax on profit

9

243,202

706,580

PROFIT FOR THE FINANCIAL YEAR

571,300

2,249,938

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

571,300

2,249,938

FIXED ASSETS

Tangible assets

11

455,168

466,966

CURRENT ASSETS

Stocks

12

1,237,460

1,256,334

Debtors

13

17,583,181

16,082,229

Cash at bank and in hand

96,040

69,263

18,916,681

17,407,826

CREDITORS

Amounts falling due within one year

14

12,800,858

12,512,050

NET CURRENT ASSETS

6,115,823

4,895,776

TOTAL ASSETS LESS CURRENT LIABILITIES

6,570,991

5,362,742

CREDITORS

Amounts falling due after more than one year

15

(3,226,967

)

(2,088,848

)

PROVISIONS FOR LIABILITIES

18

(10,714

)

(11,884

)

NET ASSETS

3,333,310

3,262,010

CAPITAL AND RESERVES

Called up share capital

19

655,019

655,019

Retained earnings

20

2,678,291

2,606,991

SHAREHOLDERS' FUNDS

3,333,310

3,262,010

The financial statements were approved by the Board of Directors and authorised for issue on 5 September 2025 and were signed on its behalf by:

C P J Burke - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

655,019

1,857,053

2,512,072

Changes in equity

Dividends

-

(1,500,000

)

(1,500,000

)

Total comprehensive income

-

2,249,938

2,249,938

Balance at 31 December 2023

655,019

2,606,991

3,262,010

Changes in equity

Dividends

-

(500,000

)

(500,000

)

Total comprehensive income

-

571,300

571,300

Balance at 31 December 2024

655,019

2,678,291

3,333,310

Cash flows from operating activities

Cash generated from operations

1

(154,139

)

1,636,710

Interest paid

(14,106

)

(5,253

)

Tax paid

14,107

(783,612

)

Net cash from operating activities

(154,138

)

847,845

Cash flows from investing activities

Purchase of tangible fixed assets

(38,454

)

(45,054

)

Interest received

719,369

685,707

Net cash from investing activities

680,915

640,653

Cash flows from financing activities

Equity dividends paid

(500,000

)

(1,500,000

)

Net cash from financing activities

(500,000

)

(1,500,000

)

Increase/(decrease) in cash and cash equivalents

26,777

(11,502

)

Cash and cash equivalents at beginning of year

2

69,263

80,765

Cash and cash equivalents at end of year

2

96,040

69,263

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

2024

2023

£

£

Profit before taxation

814,502

2,956,518

Depreciation charges

50,252

71,414

Finance costs

14,106

5,253

Finance income

(719,369

)

(685,707

)

159,491

2,347,478

Decrease in stocks

18,874

1,371,701

Increase in trade and other debtors

(1,500,952

)

(362,480

)

Increase/(decrease) in trade and other creditors

1,168,448

(1,719,989

)

Cash generated from operations

(154,139

)

1,636,710

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

96,040

69,263

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

69,263

80,765

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank and in hand

69,263

26,777

96,040

69,263

26,777

96,040

Total

69,263

26,777

96,040

1.	STATUTORY INFORMATION

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

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirement of paragraph 33.7.

Significant judgements and estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the individual accounting policies below.

Turnover

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

Tangible fixed assets

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

Freehold property

-

2.5% on cost

Long leasehold

-

10% on cost

Plant and machinery

-

20% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

25% - 33.3% on cost

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying value of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use.

Freehold land is not depreciated.

Stocks

Stocks are valued at the lower of cost and net realisable value.

Financial instruments

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income under administrative expenses.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

Derivatives, including forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Pension costs and other post-retirement benefits

Contributions payable to money purchase schemes are charged against profits as they become due.

Warranty provisions

Warranty provisions are being released at 25% per year over years 2 to 5 of their 5 year life.

3.

TURNOVER

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

An analysis of turnover by geographical market is given below:

2024

2023

£

£

United Kingdom

24,346,478

32,643,654

Other EC Countries

4,073,944

4,902,616

28,420,422

37,546,270

4.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

5,737,320

5,448,666

Social security costs

581,042

559,943

Other pension costs

381,114

119,267

6,699,476

6,127,876

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

2024

2023

Administration

13

6

Sales and support staff

76

84

89

90

2024

2023

£

£

Directors' remuneration

348,569

370,121

Directors' pension contributions to money purchase schemes

30,625

7,082

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

Information regarding the highest paid director is as follows:

2024

2023

£

£

Emoluments etc

178,042

232,017

Pension contributions to money purchase schemes

12,016

4,510

5.	OPERATING PROFIT

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

2024

2023

£

£

Other operating leases

29,854

44,906

Depreciation - owned assets

50,252

71,414

Foreign exchange differences

242,068

(30,798

)

6.	AUDITORS' REMUNERATION

2024

2023

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

34,025

19,380

Auditors' remuneration for non audit work

5,084

4,755

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

2024

2023

£

£

Group loan interest

719,369

685,707

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Other interest payable

14,106

5,253

9.

TAXATION

Analysis of the tax charge

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

2024

2023

£

£

Current tax:

UK corporation tax

244,432

712,275

Over/under provision in prior

year

(61

)

(1,058

)

Total current tax

244,371

711,217

Deferred tax

(1,169

)

(4,637

)

Tax on profit

243,202

706,580

UK corporation tax has been charged at 25% (2023 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024

2023

£

£

Profit before tax

814,502

2,956,518

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 25%)

203,626

739,130

Effects of:

Expenses not deductible for tax purposes

39,637

13,711

Adjustments to tax charge in respect of previous periods

(61

)

(1,058

)

Tax rate changes

-

(44,802

)

Super deduction

-

(401

)

Total tax charge

243,202

706,580

The rate used for closing deferred tax balances is 25% (2023: 25%). This is in line with the provisions of the Finance Act 2021 for the corporation tax rate from April 2023.

10.

DIVIDENDS

2024

2023

£

£

Interim

500,000

1,500,000