REGISTERED NUMBER: 05833617 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BGG UK LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

DIRECTORS:

C Archer

A Rossis

G Paris

REGISTERED OFFICE:

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

REGISTERED NUMBER:

05833617 (England and Wales)

AUDITORS:

Watson Associates (Audit Services) Ltd

Statutory Auditor

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

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

REVIEW OF BUSINESS

The principal activity of the Company in the year continued to be that of the supply and maintenance of electrical generating equipment.

The year ended 31 December 2024 has again seen record turnover levels for the company. Revenue has increased 24.28% to £24.39 million (2023: £19.63 million).The gross profit margin has decreased marginally to 14.3% (2023: 14.6%). The company made a profit before tax which has increased from last year to £1.94 million (2023: £1.52 million). The company has strived to maintain profitability and a strong trading position by further development of existing customer relationships and contracts. The Group continued to develop market leading products in line with recent regulatory changes which has ensured the company maintains a healthy market share.

The Company balance sheet remains strong with a current ratio maintained above 1.

PRINCIPAL RISKS AND UNCERTAINTIES

With the increased level of trading, the cashflow requirements of the Company have eased but they continue to be a risk due to the slow debtor recovery rate, which is standard for the industry. The Company can also rely on the support of other Group members to assist with this cashflow burden. This support is considered adequate to deal with any potential cashflow risk.

The other main risk the Company faces is the impact of any fluctuations in the Euro exchange rates as the vast majority of purchases are made from Italy. However, this risk is not considered to be significant as the purchases made from Italy are from other Bruno Group members.

ON BEHALF OF THE BOARD:

G Paris - Director

29 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the supply and maintenance of electrical generating equipment.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2024 was £Nil (2023: £1.1m).

DIRECTORS

C Archer 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:

A Rossis and G Paris were appointed as directors after 31 December 2024 but prior to the date of this report.

H Wagner 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, Watson Associates (Audit Services) Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G Paris - Director

29 September 2025

Opinion

We have audited the financial statements of BGG UK Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 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:

The company is subject to several laws and regulations where the consequence of non-compliance could have a direct material effect on the financial statements. The laws and regulations that we considered most likely to have such an effect include:

- FRS 102 - The Financial Reporting Standard applicable in the UK and Republic of Ireland

- The Companies Act 2006

- UK tax legislation, including corporation tax and VAT

As a UK subsidiary of an Italian-headquartered group, the Group is also subject to cross-border compliance risks, including those arising from intercompany transactions, transfer pricing rules, and the timely settlement and disclosure of intra-group balances. Given the integrated nature of operations between the UK and the wider EU group, there is also an elevated risk around cross-jurisdictional VAT treatment and reporting obligations, particularly with post-Brexit rules still evolving.

The Group is also subject to other laws and regulations that do not have a direct impact on the financial statements but are fundamental to its ability to operate and avoid significant penalties. These include health and safety regulations, environmental laws, and data protection regulations (UK GDPR).

We assessed the susceptibility of the Group's financial statements to material misstatement, including how

fraud might occur, by making enquiries of management and those charged with governance. We used

internal and external information to corroborate these enquiries and to perform a fraud risk assessment for

the group as a whole. We considered the risk of fraud to be higher through the potential for management

override of controls and manipulation of accounting estimates.

Audit procedures performed by the engagement team to detect irregularities, including fraud from instances

of non-compliance with laws and regulations included:

- Discussions with management regarding their knowledge of actual or suspected instances of fraud or non-compliance with laws and regulations;

- Review of the Group's compliance with local tax and financial reporting obligations, particularly in relation to intra-group transactions

- Challenging assumptions and judgements made by management in it's significant accounting estimates, in

particular in relation to the valuation of investments and provisions;

- Identifying and testing journal entries, focusing on those with unusual characteristics or posted by unexpected users;

- Testing material transactions outside the normal course of business or with connected parties, especially those involving overseas group entities.

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.

Geoffrey David Slater (Senior Statutory Auditor)

for and on behalf of Watson Associates (Audit Services) Ltd

Statutory Auditor

30 - 34 North Street

Hailsham

East Sussex

BN27 1DW

29 September 2025

TURNOVER

24,393,170

19,627,302

Cost of sales

(20,907,912

)

(16,761,156

)

GROSS PROFIT

3,485,258

2,866,146

Administrative expenses

(1,546,810

)

(1,345,661

)

OPERATING PROFIT

4

1,938,448

1,520,485

Interest payable and similar expenses

5

(1,940

)

4,499

PROFIT BEFORE TAXATION

1,936,508

1,524,984

Tax on profit

6

(459,770

)

(349,259

)

PROFIT FOR THE FINANCIAL YEAR

1,476,738

1,175,725

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,476,738

1,175,725

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

228,725

174,064

228,725

174,064

CURRENT ASSETS

Stocks

10

6,264,479

3,984,250

Debtors

11

4,574,677

7,071,510

Cash at bank and in hand

582,256

197,504

11,421,412

11,253,264

CREDITORS

Amounts falling due within one year

12

(5,388,396

)

(6,642,325

)

NET CURRENT ASSETS

6,033,016

4,610,939

TOTAL ASSETS LESS CURRENT LIABILITIES

6,261,741

4,785,003

PROVISIONS FOR LIABILITIES

14

(16,171

)

(16,171

)

NET ASSETS

6,245,570

4,768,832

CAPITAL AND RESERVES

Called up share capital

15

1,000

1,000

Retained earnings

16

6,244,570

4,767,832

SHAREHOLDERS' FUNDS

6,245,570

4,768,832

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

G Paris - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

4,692,107

4,693,107

Changes in equity

Dividends

-

(1,100,000

)

(1,100,000

)

Total comprehensive income

-

1,175,725

1,175,725

Balance at 31 December 2023

1,000

4,767,832

4,768,832

Changes in equity

Total comprehensive income

-

1,476,738

1,476,738

Balance at 31 December 2024

1,000

6,244,570

6,245,570

1.	STATUTORY INFORMATION

BGG 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.

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 exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A.

Critical accounting judgements and key sources of estimation uncertainty

No significant judgements have had to be made by management in preparing these financial statements.

Turnover

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

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2014, has been amortised evenly over its estimated useful life of five years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Plant and machinery

-

20% on cost

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

20% on cost

Computer equipment

-

25% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, and loans to related parties.

Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received; other debt instruments are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in profit or loss.

Financial assets and liabilities are offset and the net amount reported in the balance sheet only when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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 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.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.	EMPLOYEES AND DIRECTORS

2024

2023

£

£

Wages and salaries

778,355

717,459

Social security costs

77,621

70,096

Other pension costs

34,024

162,639

890,000

950,194

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

2024

2023

Admin and warehouse

20

18

2024

2023

£

£

Directors' remuneration

65,402

62,705

Directors' pension contributions to money purchase schemes

1,321

132,039

4.	OPERATING PROFIT

The operating profit is stated after charging:

2024

2023

£

£

Hire of plant and machinery

16,718

13,115

Depreciation - owned assets

83,599

59,912

Loss on disposal of fixed assets

720

-

Auditors' remuneration

37,715

14,040

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2024

2023

£

£

Exchange differences

1,940

(4,499

)

6.

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

473,891

346,315

Tax prior year adjustment

(14,121

)

2,944

Tax on profit

459,770

349,259

Reconciliation of total tax charge included in profit and loss

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

2024

2023

£

£

Profit before tax

1,936,508

1,524,984

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 23.520%)

484,127

358,676

Effects of:

Expenses not deductible for tax purposes

1,810

531

Capital allowances in excess of depreciation

(4,908

)

(12,892

)

Adjustments to tax charge in respect of previous periods

(14,121

)

2,944

Group relief

(7,138

)

(8,900

)

Over / (under) provision for the year

-

8,900

Total tax charge

459,770

349,259

7.

DIVIDENDS

2024

2023

£

£

Ordinary shares of £1.00 each

Interim

-

1,100,000

8.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2024

and 31 December 2024

3,450

AMORTISATION

At 1 January 2024

and 31 December 2024

3,450

NET BOOK VALUE

At 31 December 2024

-

At 31 December 2023

-

9.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Motor

Computer

machinery

fittings

vehicles

equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

190,447

105,951

208,531

14,438

519,367

Additions

28,440

-

121,550

3,990

153,980

Disposals

-

-

(26,200

)

-

(26,200

)

At 31 December 2024

218,887

105,951

303,881

18,428

647,147

DEPRECIATION

At 1 January 2024

173,419

27,900

132,227

11,757

345,303

Charge for year

12,441

11,707

56,772

2,679

83,599

Eliminated on disposal

-

-

(10,480

)

-

(10,480

)

At 31 December 2024

185,860

39,607

178,519

14,436

418,422

NET BOOK VALUE

At 31 December 2024

33,027

66,344

125,362

3,992

228,725

At 31 December 2023

17,028

78,051

76,304

2,681

174,064

10.

STOCKS

2024

2023

£

£

Stocks

6,264,479

3,984,250

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

4,476,244

6,935,760

Amounts owed by group undertakings

60,644

27,920

Other debtors

22,740

23,361

Prepayments

15,049

84,469

4,574,677

7,071,510

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade creditors

4,009,587

5,556,933

Tax

260,010

192,016

Social security and other taxes

800

2,621

VAT

517,115

528,973

Other creditors

560,816

334,122

Accrued expenses

40,068

27,660

5,388,396

6,642,325

13.	LEASING AGREEMENTS

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

2024

2023

£

£

Within one year

312,000

-

Between one and five years

1,248,000

-

In more than five years

208,000

-

1,768,000

-

14.	PROVISIONS FOR LIABILITIES

2024

2023

£

£

Deferred tax

16,171

16,171

Deferred

tax

£

Balance at 1 January 2024

16,171

Balance at 31 December 2024

16,171

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

1,000

Ordinary

£1.00

1,000

1,000

16.

RESERVES

Retained

earnings

£

At 1 January 2024

4,767,832

Profit for the year

1,476,738

At 31 December 2024

6,244,570

17.	RELATED PARTY DISCLOSURES

During the year under review purchases totalling £31,299 (2023: £nil) were made from DDSL Limited, a company under common control. At the balance sheet date £36,649 (2023: £3,925) was owed by DDSL Limited.

During the year under review purchases totalling £312,000 (2023: £152,000) were made from Mayfair RE Limited, a company under common control. At the balance sheet date £nil (2023: £nil) was owed by Mayfair RE Limited.

During the year under review purchases totalling £12,579,854 (2023: £10,793,233) were made from Bruno Srl, a company under common control. The company also made sales of £99,135 (2023: £13,863) during the period. The company also paid management charges of £182,507 (2023: £134,783) during the period. At the balance sheet date £2,073,156 (2023: £4,519,995) was owed to Bruno Srl. At the balance sheet date £9,964 (2023: £nil) was due from Bruno Srl.

During the year under review purchases totalling £7,723,034 (2023: £5,358,331) were made from Tecnogen Spa, a company under common control. The company also made sales of £445,140 (2023: £1,193,299) during the period. At the balance sheet date £1,819,984 (2023: £752,977) was owed to Tecnogen Spa.

During the year under review purchases totalling £226 (2023: £429) were made from Milantractor Spa, a company under common control. The company also made sales of £nil (2023: £9,303) during the period. At the balance sheet date £nil (2023: £8,915) was owed by Milantractor Spa.

During the year under review purchases totalling £164,717 (2023: £97,987) were made from OMC Axles & Trailers, a company under common control. At the balance sheet date £nil (2023: £3,104) was owed to OMC Axles & Trailers.

During the year under review sales totalling £14,252 (2023: £2,550) were made to Powerlite Australia Pty Ltd, a company under common control. At the balance sheet date £1,852 (2023: £2,550) was owed by Powerlite Australia Pty Ltd.

At the balance sheet date £980 (2023: £980) was owed by Westac Power Generation Limited a company under common control.

At the balance sheet date £21,270 (2023: £21,270) was owed by Bruno Generators UK Limited a company under common control.

At the balance sheet date £1,745 (2023: £1,745) was owed by Bruno Power Limited a company under common control.