Company registration number: 03595136
COMPANY INFORMATION
CONTENTS
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2025
The directors present their annual report and the audited financial statements for the year ended 31 July 2025.
The Company has continued to operate at an acceptable level and expects to do so in the coming year. The retained profit for the year of £20,854,538 (2024 - £872,778) has been transferred to reserves. Dividends of £19,500,000 (2024 - £Nil) were received from subsidiaries. During the fiscal year 2025 there was an operating profit of £384,052 compared to a loss of £90,320 in the prior fiscal year.
B.I. (UK) Limited has £168,521,809 (2024 - £168,521,809) of investments in subsidiaries being £52m (2024 - £52m) in the UK and the remainder in Braton Europe SARL.
B.I. (UK) Limited has £168,521,809 (2024 - £168,521,809) of investments in subsidiaries being £52m (2024 - £52m) in the UK and the remainder in Braton Europe SARL.
The Company is financed by amounts due to group companies. The Company's activities expose it to a limited number of financial risks including cash flow risk and liquidity risk. These risks are explained in the Directors Report under 'Financial risk management'. The use of financial derivatives is governed by the Company’s policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The Company does not use derivative financial instruments for speculative purposes.
Future developments
The Company is a Holding entity directly and indirectly for many of the Brady Group European entities and businesses. As the Brady Group explores ways to grow both organically and via acquisitions, future income of the Company will be affected thereby. As such the Company may seek to acquire new shareholdings or reconsider its funding need. At this time, Management has however no clear indications of any said acquisitions or extra ordinary transactions to that end.
Directors Statement in performance of their statutory duties in accordance with S172(1) of the Companies Act 2006:
The Board, both individually and together, consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172 (1) (a f) of the Companies Act 2006) in the decisions taken during the Period.
Specific details regarding how this has been achieved for the Company's subsidiaries can be found in the financial statements of its subsidiary, Brady Corporation Limited.
Going concern
The Company derives its income from intra group dividends and intra-group interest receivable. The directors are satisfied that the Company can continue as a going concern due to the profitability of the investments it holds. The Company is financed by amounts due to Group companies. The Company has very little administrative expenses of its own. The intercompany interest expense due each year is rolling up into long term intercompany capital balance, therefore no cash payments are required in the short term. The Company also benefits from being part of a cash pooling structure which gives access to funds held at the group level.
Future developments
The Company is a Holding entity directly and indirectly for many of the Brady Group European entities and businesses. As the Brady Group explores ways to grow both organically and via acquisitions, future income of the Company will be affected thereby. As such the Company may seek to acquire new shareholdings or reconsider its funding need. At this time, Management has however no clear indications of any said acquisitions or extra ordinary transactions to that end.
Directors Statement in performance of their statutory duties in accordance with S172(1) of the Companies Act 2006:
The Board, both individually and together, consider that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172 (1) (a f) of the Companies Act 2006) in the decisions taken during the Period.
Specific details regarding how this has been achieved for the Company's subsidiaries can be found in the financial statements of its subsidiary, Brady Corporation Limited.
Going concern
The Company derives its income from intra group dividends and intra-group interest receivable. The directors are satisfied that the Company can continue as a going concern due to the profitability of the investments it holds. The Company is financed by amounts due to Group companies. The Company has very little administrative expenses of its own. The intercompany interest expense due each year is rolling up into long term intercompany capital balance, therefore no cash payments are required in the short term. The Company also benefits from being part of a cash pooling structure which gives access to funds held at the group level.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2025
The directors present their report and the financial statements for the year ended 31 July 2025.
Principal activity
The principal activity of the Company is that of acting as a holding Company. It is owned by Brady European Holdings Limited.
The principal activity of the Company is that of acting as a holding Company. It is owned by Brady European Holdings Limited.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £20,854,538 (2024 - £872,778).
Dividends declared and paid for the year were £31,988,001 (2024 - £Nil).
The directors who served during the year were:
Financial risk management objectives and policies
The Company's activities expose it to a limited number of financial risks including credit risk, cash flow risk and liquidity risk. The use of financial derivatives is governed by the Company's policies approved by the board of directors, which provide written principles on the use of financial derivatives to manage these risks. The Company does not use derivative financial instruments for speculative purposes.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2025
Cash flow risk
The majority of the Company's business is within the UK and it has little foreign exchange exposure. The Company's operating facilities could be disrupted for reasons beyond the Company's control such as fire or other issues and as such the Company has in place a business recovery plan to cover most likely scenarios.
Liquidity risk
To maintain liquidity and ensure that sufficient funds are available for ongoing operations and future developments, the Company uses a mixture of long-term and short-term debt finance from other group companies.
The majority of the Company's business is within the UK and it has little foreign exchange exposure. The Company's operating facilities could be disrupted for reasons beyond the Company's control such as fire or other issues and as such the Company has in place a business recovery plan to cover most likely scenarios.
Liquidity risk
To maintain liquidity and ensure that sufficient funds are available for ongoing operations and future developments, the Company uses a mixture of long-term and short-term debt finance from other group companies.
As a holding Company, the Company does not directly incur greenhouse gas emissions and energy consumption is considered to be minimal. Details of UK emissions and other environmental matters are included within the financial statements of the Company's subsidiary, Brady Corporation Limited.
There are no employees of the Company other than the directors are remunerated by other group companies.
Disclosure of information in the Group Strategic Report
The company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the group's Strategic Report the company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties and future developments.
The company has chosen, in accordance with Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013, to set out within the group's Strategic Report the company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties and future developments.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF B.I. (UK) LIMITED
We have audited the financial statements of B.I. (UK) Limited (the 'Company') for the year ended 31 July 2025, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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.
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF B.I. (UK) LIMITED (CONTINUED)
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.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF B.I. (UK) LIMITED (CONTINUED)
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 these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
−The Companies Act 2006;
−Financial Reporting Standard 102;
−UK employment legislation;
−UK health and safety legislation;
−General Data Protection Regulations; and
−UK tax legislation.
∙We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary. We corroborated our inquiries through our review of relevant documentation.
∙The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included;
−Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
−Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
−Challenging assumptions and judgements made by management in its significant accounting estimates; and
−Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
−The application of inappropriate judgements or estimation to manipulate the Company's financial position;
−Posting of unusual journals and complex transactions;
−The use of management override of controls to manipulate results, or to cause the Company' to enter into transactions not in its best interests; and
−Management's use of judgement and estimation in determining the value of inventories at the year end, in order to manipulate the reported results.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF B.I. (UK) LIMITED (CONTINUED)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
Origin One
108 High St
RH10 1BD
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STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 JULY 2025
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STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 April 2026 .
The notes on pages 10 to 18 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
B.I. (UK) Limited is a private Company limited by shares and incorporated in England and Wales. Its registered address is Wildmere Industrial Estate, Banbury, Oxfordshire, OX16 3JU.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Brady Corporation as at 31 July 2025 and these financial statements may be obtained from 6555 W. Good Hope Road, PO Box 571, Milwaukee WI 53201-0571, USA.
The Company has taken advantage of the exemption from preparing consolidated financial statements afforded by section 401 of the Companies Act 2006 because it is a wholly owned subsidiary of Brady Corporation which prepared publicly available consolidated financial statements that incorporate the results of the Company. Copies of the group financial statements are available from its registered office, 6555 W. Good Hope Road, PO Box 571, Milwaukee W1 53201-0571, USA.
The Company derives its income from intra-group dividends and intra-group interest receivable. The directors are satisfied that the Company can continue as a going concern due to the profitability of the investments it holds. The Company is financed by amounts due to group Companies. The Company has a very few administrative expenses of its own. The Company also benefits from being part of a cash pooling structure which gives access to funds held at the group level.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
2.Accounting policies (continued)
The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other receivables, trade and other payables, loans from banks and other third parties, loans to related parties and investments in ordinary shares. Such instruments are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method. The company has material intercompany loan balances which are accounted for as basic financial instruments.
Key source of estimation uncertainty - recoverability of non-current assets.
The key judgements is around the valuation and impairment of investments. An impairment exercise is performed on an annual basis to review the carrying value of investments and intangible assets. The recoverable amount of investments and intangible assets have been calculated with reference to its value in use.
The key assumptions of this calculation are growth rate, discount rate, and forecast cashflows of the trading entities. The cash flow projections were determined using data from the invested Company's latest internal forecasts and projections for a further five years. These estimates are extrapolated beyond five years based on the estimated long-term growth rate of 2.5%. The present value of future cash flow is calculated using a discount rate which is derived from the Group's weighted average cost of capital, as adjusted for the specific risks relating to each platform and geographical region. The WACC used in the discounted cashflow is 9.7%.
Auditor’s remuneration of £4,650 (2024 - £4,225) was borne by Brady Corporation Limited. Non audit fees of £1,950 (2024 - £1,750) were also borne by Brady Corporation Limited.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
10.Taxation (continued)
Brady Corporation (Brady) is a US headquartered multinational corporation reporting its financials in US GAAP and in USD. Brady is subject to Pillar II rules for its fiscal year 2025 (August 1, 2024 - July 31, 2025) with an original reporting period of January 2027.
It has completed an initial Safe Harbour calculation for jurisdiction it has an entity (or group of entities). While the Brady UK Group did not meet the Safe Harbour requirements, subsequent calculations applying UK top-up tax regulations indicate that the UK Group’s effective tax rate is above 15%. Consequently, it is estimated that no top-up tax will be owed in the UK.
Under FRS 102, current tax is recognised in respect of taxes payable based on taxable profit for the period. As at 31 July 2025, no material current tax liability has arisen in respect of Pillar Two top-up taxes. Accordingly, no provision has been recognised in these financial statements.
Deferred tax has not been recognised in relation to potential future Pillar Two top-up taxes, as the legislation applies a jurisdictional effective tax rate test and does not give rise to temporary differences as defined under Section 29 of FRS 102.
The Group continues to monitor developments and will recognise any resulting liabilities in the period in which they arise.
It has completed an initial Safe Harbour calculation for jurisdiction it has an entity (or group of entities). While the Brady UK Group did not meet the Safe Harbour requirements, subsequent calculations applying UK top-up tax regulations indicate that the UK Group’s effective tax rate is above 15%. Consequently, it is estimated that no top-up tax will be owed in the UK.
Under FRS 102, current tax is recognised in respect of taxes payable based on taxable profit for the period. As at 31 July 2025, no material current tax liability has arisen in respect of Pillar Two top-up taxes. Accordingly, no provision has been recognised in these financial statements.
Deferred tax has not been recognised in relation to potential future Pillar Two top-up taxes, as the legislation applies a jurisdictional effective tax rate test and does not give rise to temporary differences as defined under Section 29 of FRS 102.
The Group continues to monitor developments and will recognise any resulting liabilities in the period in which they arise.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2025
Share Premium
Represents the excess over nominal value of shares that have been issued.
Profit and loss account
Includes all current and prior year retained profit and losses. The brought forward P&L reserve of the Company includes £31,089,000 being the profit generated form the sale of Tricor SA which is not distributable.
Represents the excess over nominal value of shares that have been issued.
Profit and loss account
Includes all current and prior year retained profit and losses. The brought forward P&L reserve of the Company includes £31,089,000 being the profit generated form the sale of Tricor SA which is not distributable.
The directors regard Brady Corporation incorporated under the laws of the state of Wisconsin, USA as being the ultimate parent and controlling undertaking, copies of whose group financial statements are available from its registered office, 6555 W. Good Hope Road, PO Box 571, Milwaukee, WI 53201-0571, USA. Brady Corporation is the largest and only entity into which the Company's results are consolidated. The Company's immediate parent Company is Brady European Holdings Limited registered in England and Wales.
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