The directors present the strategic report for the year ended 30 September 2025.

The Company experienced a small decrease in revenue compared to the previous year. The Company continues to align with the group’s transfer pricing policy, recognising its role as a limited-risk distributor in the UK. As part of this alignment, a credit of £1,450,245 (2024 - £1,696,984) was issued by the parent company, Agrifac Machinery BV, and recognised within cost of sales in the current year. Management anticipates that the UK Company will remain profitable going forward, generating taxable profits. This position supports the recognition of a deferred tax asset in respect of accumulated taxable losses, which, in the opinion of management, will be relievable in future years. The deferred tax assets recognised in the current year totals £836,231 (2024 - £1,062,002).

Despite this and ongoing cost pressures from macroeconomic instability, management is pleased to report continued profitability in the UK. Despite this management remain mindful that the Labour Government's Autumn Budget and other macroeconomic events may have a negative impact on customer purchasing behaviour.

Due to the nature of the trade the directors monitor revenue and gross profit as the key performance indicators (KPI's) to measure performance of the Company.

Revenue has decreased by 5.94% this period (2024: 30% increase) from £22,267,847 to £20,944,492.

Gross profit for the period is £3,366,597 (2024: gross profit - £3,404,006).

Gross profit margin is 16.07% (2024: 15.29%).

The Company operates in a highly competitive market, which is subject to external political pressures and changes in world commodity prices which impact directly on our customers' incomes. Also, in the UK weather conditions are unpredictable, impacting customer yield returns and harvest timings. From a purchasing perspective uncertainty is largely in the movement in foreign exchange rates.

The Company manages these risks by agreeing terms with its main supplier, its parent, and providing value added services to its customers and maintaining strong relationships.

These actions have had consequent significant economic effects that are expected to have an ongoing impact on the Company and its operations subsequent to the year end.

On behalf of the board

The directors present their annual report and financial statements for the year ended 30 September 2025.

The business principally acts as dealers of wholegoods, parts, servicing and warranty work to the farming industry.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Appropriate directors' and officers' liability insurance cover is in place in respect of all the Company's directors.

During the year charitable donations amounting to £nil (2024: £nil) were made. No political donations were made (2024: £nil).

The Company’s activities expose it to a number of financial risks including credit risk and liquidity risk.

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Company uses a mixture of short-term and long-term debt finance from its parent company, Agrifac Machinery BV, as disclosed in notes 1.2 ‘Going concern’ on page 12 and 18 ‘Borrowings’ on page 22.

The Company’s principal financial assets are cash and trade receivables. The Company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial position are net of allowances for doubtful debt. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

During the year research and development expenditure amounts to £nil (2024: £nil).

Measures are being put in place to improve future performance in the longer term.

The auditors, Forvis Mazars LLP Chartered Accountants & Statutory Auditor, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, each director has taken all the necessary steps that they ought to have taken as the director in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• 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.

We have audited the financial statements of Agrifac UK Limited (the ‘company’) for the year ended 30 September 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 FRS 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 30 September 2025 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 “Auditor’s 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.

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 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.

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.

As explained more fully in the directors’ responsibilities statement set out on page 4, 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.

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

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

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.

Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, modern slavery regulation, the bribery act and general data protection regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:

• Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;

• Inspecting correspondence, if any, with relevant licensing or regulatory authorities;

• Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and

• Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, the Companies Act 2006 and FRS 102.

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the occurrence assertion for all sales streams and the cut-off assertion for wholegoods sales), and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:

• Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

• Gaining an understanding of the internal controls established to mitigate risks related to fraud;

• Discussing amongst the engagement team the risks of fraud; and

• Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit 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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body for our audit work, for this report, or for the opinions we have formed.

Agrifac UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 4 Thorby Avenue, March, Cambridgeshire, PE15 0AZ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 exemption from disclosing related parties as 100% owned within the group has also been taken.

The Company's ultimate parent undertaking, Groupe Exel Industries SA includes the Company in its consolidated financial statements. As such these financial statements are separate and not consolidated. The ultimate parent undertakings consolidated financial statements may be obtained from EXEL Industries, Communication Financiere, 54, Reu Marcel Paul - BP 195, 51 206 Epernay, France.

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate despite the net liability position reported in the statement of financial position. This is due to the ongoing support of the parent Company which has been confirmed via a letter of support covering a period of no less than 12 months from the date these financial statements are approved, the parent Company have the financial means to provide this support should the Company require.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Deferred income is held on the statement of financial position where customers pay in advance to the service being rendered. Please see note 16 for the balance as at 30 September 2025.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

At each reporting period end date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost includes finished goods, goods held for resale, direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

The group’s policy for wholegoods stock is to depreciate any used machinery at a rate of 8% per annum and any parts stock lines that have not been sold or used in the past 12 months are fully written down to £nil.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

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 the Statement of comprehensive income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the statement of financial position date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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.

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

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Preparation of the financial statements requires management to make significant judgments and estimates. The items in the financial statements where these judgments and estimates have been made include:

In the director's view, there are no areas of judgement in preparing the financial statements which would have a significant effect on the amounts recognised in the financial statements.

Provision for obsolete stocks - stock categories are reviewed on a regular basis for slow moving and obsolete items. Parts stock that have not been sold or used within the past 12 months are fully written down to £nil. At the statement of financial position date the estimated provision amounted to £514,622 (2024: £491,456). The group’s policy for wholegoods stock is to depreciate any used machinery at a rate of 8% per annum.

The revenue of the Company is derived from sales of wholegoods, parts, servicing and warranty work.

The revenue attributable to sales of goods is £18,713,060 (2024: £20,758,097) and to sales of services is £2,231,432 (2024: £1,509,750).

The average monthly number of persons (including directors) employed by the Company during the year was:

Their aggregate remuneration comprised:

The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

As a result of the alignment with the groups transfer pricing policy, recognising the company’s role as a limited risk distributer in the UK, management anticipate the company will continue to make taxable profits in future years. As a result, a deferred tax asset has been recognised in respect of the accumulated taxable losses that will, in the opinion of management, be relievable in future years, the deferred tax assets in respect of this totalling £836,231 (2024: £1,062,002).

Pillar Two legislation, reflecting the OECDs Base Erosion Profit Shifting (“BEPS”) framework, seeks to enforce a minimum tax rate on large and multinational groups in each jurisdiction in which it operates. This legislation has been enacted or substantively enacted in the UK, and many other countries, and applies to entities which are part of groups with revenue exceeding €750 million through the tested period. The Group is within the remit of the rules. The legislation is effective for the financial year beginning 1 January 2024. The Group has performed an assessment of the Group’s potential exposure to Pillar Two income taxes. The entity applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to section 29 issued in July 2023. The assessment is based on the most recent information available regarding the financial performance of the UK specific entities of the Group. Based on the assessment performed, the Group is expected to fall within the available safe harbours and therefore does not expect a potential exposure to Pillar Two top-up taxes on the UK. Management is not currently aware of any circumstances under which this might change.

Details of the Company's subsidiaries at 30 September 2025 are as follows:

Hardi Limited was officially dissolved on 7 October 2025.

At the statement of financial position date the estimated provision amounted to £514,622 (2024: £491,456) in respect of obsolete stock.

Amount owed from group undertakings represent trade receivable amounts with group Companies. There is no interest charged on these amounts, repayment terms are on a commercial basis, and the balance is unsecured.

An impairment loss of £56,897 (2024 - £176,452) was provided against trade debtors.

The bank loan is secured by a fixed and floating charge over the assets of the company.

Hire purchase agreements are secured against the assets to which they relate.

Amount owed to group undertakings represent trade payable amounts with group Companies totalling £6,366,008 (2024 - £6,482,847) in addition to a loan balance totalling £2,500,000 (2024 - £nil). In relation to the trade payable balance there is no interest charged, repayment terms are on a commercial basis, and the balance is unsecured. See note 18 for terms in relation to the loan balance.

The bank loan is secured by a fixed and floating charge over the assets of the Company.

The bank loan bears interest at 2.5% above the bank's base rate, and is repayable in equal annual instalments.

The £2.5 million loan is due to the parent Company, Agrifac Machinery BV. This bears interest at 5% above the Euro Interbank Offered Rate (Euribor). The loan has a 10 year term expiring on 31 July 2026, but can be repaid in advance, either in full or in part, without penalty, subject to the agreement of Agrifac Machinery BV. Agrifac Machinery BV has confirmed it will not demand repayment of the loan as it becomes due.

The company has a card facility of £50,000 with National Westminster Bank PLC.

Deferred tax is recognised in respect of tax losses of £ 3,344,924 (2024: £4,248,011) as it is considered probable that they will be recovered against future taxable profits.

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

There were £nil outstanding contributions at the statement of financial position date (2024 - £nil).

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share in any circumstances.

Profit & loss account

Represents all current and prior period retained profits and losses, less dividends paid.

At the reporting end date the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Related party transactions that have taken place between wholly owned members of the group have not been disclosed under the exemption provided by paragraph 33.1A of FRS 102.

The Company is a wholly owned subsidiary of Agrifac Machinery BV a business incorporated in the Netherlands.

The ultimate parent Company and controlling party is Groupe Exel Industries SA a company incorporated in France.

The Company is exempt from producing consolidated accounts on the basis that its results are included in the EEA group accounts of a larger group (s.401). Consolidated accounts are prepared by Groupe Exel Industries SA, a Company incorporated in France.