Company registration number 02792576 (England and Wales)
SHEPPEE INTERNATIONAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
SHEPPEE INTERNATIONAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 21
SHEPPEE INTERNATIONAL LIMITED
COMPANY INFORMATION
Directors
Mr S P Holmes
Mr K R Johnson
Mr C P Rice
Secretary
Mr K R Johnson
Company number
02792576
Registered office
Halifax Way
Airfield Business Park
Elvington
York
YO41 4AU
Auditor
Azets Audit Services Limited
12 King Street
Leeds
LS1 2HL
SHEPPEE INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

The directors present the strategic report for the year ended 31 December 2025.

Fair review of the business

The company designs, manufactures and installs hot glassware handling equipment into glass container factories around the world. We continue to invest in new technologies and products with the aim that our portfolio of equipment meets the demands of our customers have for increased production speeds and reliability.

The Glass Packaging industry continued to decline through the period of 2025 with factory closures and aggressive rationalisation across some of the bigger groups within the industry (Verallia, O-I, Ardagh, Vetropack). Some of the medium sized groups managed to adapt more successfully with line closures and in some instances furnace stoppages. The demand on traditional alcoholic beverages as a whole (across all packaging sectors) is once again down leading to a sign that the younger generations follow a different lifestyle. Aluminium can packaging has gained more market share, mainly down to the acceptable delta between packaging materials. (Glass is considered to be the premium choice of packaging however the consumer will switch if the difference in product prices becomes too great). The UK government introduced the EPR tax (Extended producer responsibility) which adds a further 1p-11p to the cost per article produced, which cannot always be passed to the end consumer. Competition from Chinese technology is now a very clear threat with technology and glass containers arriving into European markets.

Sheppee adapted their offerings to the requirements of a large Italian glass perfumery manufacturer in 2025 and managed to become a key supplier to ware handling equipment for their future capital requirements.

Some of Sheppee’s portfolio offers itself to “Product as a service” and several inroads have been made in this manner in the UK.

Due to the restructure of overhead within the glass manufacturing facilities Sheppee are developing a strategy along with their sister company Graphoidal Developments to offer further service options (other than capital equipment installations).

In response to this shift in demand for products and services we have seen a reduction in our head count from an average FTE in 2023 of 58 to 51 in 2025. This has been done by not replacing leavers in roles that we feel we have enough resources and via a redundancy program in the summer of 2025. We believe that the business is now the right size to meet the current market conditions.

Principal risks and uncertainties

As stated, above confidence in the market remains low and our customers are still experiencing a challenging environment. We have therefore not implemented an across-the-board price increase in of products, for a second year. We are working closely with our suppliers, most of whom are UK based, to minimise price increases in our supply chain. We appreciate this is not easy for them as they have had to deal with the increase in employers national insurance introduced in April 2025 and we thank them for the continued support.

The company undertakes significant transactions in overseas currencies, which exposes it to foreign exchange rate risk. This risk is managed using both USD and Euro current accounts to receive funds from customers and pay suppliers resulting in a natural hedging position.

With the exception of foreign exchange, the company does not actively use financial instruments as part of its financial risk management. The company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures. The nature of these financial instruments means that the company is not subject to a price risk or liquidity risk.

SHEPPEE INTERNATIONAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Key performance indicators

The company focuses on several key KPl's which are assessed at both company and product level with turnover and gross profit margins being the key areas of focus.

The company is reporting a sales figure in 2025 at £12.9 million, a decrease of 26% compared to the sales figure of £17.3 million reported in 2024.

Gross profit margin decreased from 34.8% to 28.0%. This decrease is in part due to the decision not to increase our sales prices at the beginning of 2025. The reduction in our headcount via a redundancy program was in the summer of 2025, we delayed the decision as long as we could in the hope that there would be signs of a recovery in the market as losing valued colleagues is something we really wanted to avoid.

Development and performance

The directors are satisfied with the turnover recognised in the year ended 31 December 2025.

We are working closely with one of our French customers to develop a bespoke stacker for their business, however much of what we have learned in this process can be adapted and applied to our standard range of stackers. Several of our transfer range has been given upgrades improving their performance and, in some cases, allowing the flexibility to be used in conjunction with our ITS. A new transfer is currently in development which will be more suited to high-speed pharmaceutical production, this is a section of the marketplace that is expected to grow. A new stacker has been added to complete our Speedliner range, the Speedliner 40, this is available in both remote and local panel configuration. A Speedliner 25 ware steady is on live trial with one of our UK customers with a view to installing an additional three mechanisms at this customer site, further software improvements for this due to be made in the near future. As per the Speedliner 25, the Speedliner 40 will also be able to operate in a bottle decorating production line. We are currently in discussion with one of the world leaders in bottle decorating machinery with a view to us becoming their supply partner for their stacker requirements, this has moved a step closer with a recent visit by their Engineering department. Further developments being looked this year include a camera monitoring/tracking and stacker interface system, an auditing system to identify production losses at a customer site, expansion of equipment condition monitoring

We have recently started to supply newly developed and standard equipment into the tableware industry an area of the glass industry not normally a significant user of Sheppee equipment. So far we have supplied conveyors and ware transfers into a large Italian group and have now also started suppling Speedliner 40 stackers to the same group.

On behalf of the board

Mr S P Holmes
Director
31 March 2026
SHEPPEE INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Principal activities

The principal activity continues to be the manufacture of machinery and spare parts for the glass container manufacturing industr y worldwide.

Results and dividends

The results for the year are set out on page 8.

Interim ordinary dividends were paid amounting to £600,000. The directors do not recommend payment of a final dividend.

Directors

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

Mr S P Holmes
Mr K R Johnson
Mr C P Rice
Auditor

The auditor, Azets Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

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, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr S P Holmes
Director
31 March 2026
SHEPPEE INTERNATIONAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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; 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.

SHEPPEE INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SHEPPEE INTERNATIONAL LIMITED
- 5 -
Opinion

We have audited the financial statements of Sheppee International Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 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 our audit:

- the information given in the strategic report and the directors' r eport 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.

SHEPPEE INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SHEPPEE INTERNATIONAL LIMITED
- 6 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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; or

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

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, 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.

Auditor's 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 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.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

SHEPPEE INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SHEPPEE INTERNATIONAL LIMITED
- 7 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Reviewing minutes of meetings of those charged with governance;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias; and

- Performing audit work over the timing and recognition of revenue and in particular whether it has been recorded in the correct accounting period.

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 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.

Jessica Lawrence (Senior Statutory Auditor)
For and on behalf of Azets Audit Services Limited
31 March 2026
Chartered Accountants
Statutory Auditor
12 King Street
Leeds
LS1 2HL
SHEPPEE INTERNATIONAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
12,861,574
17,290,558
Cost of sales
(9,256,212)
(11,281,379)
Gross profit
3,605,362
6,009,179
Administrative expenses
(2,697,617)
(3,226,965)
Operating profit
5
907,745
2,782,214
Interest receivable and similar income
232
213
Interest payable and similar expenses
8
(2,584)
-
0
Profit before taxation
905,393
2,782,427
Tax on profit
9
(240,149)
(677,858)
Profit for the financial year
665,244
2,104,569

The profit and loss account has been prepared on the basis that all operations are continuing operations.

SHEPPEE INTERNATIONAL LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
11
36,465
21,006
Tangible assets
12
145,529
187,424
181,994
208,430
Current assets
Stocks
13
2,290,479
3,742,266
Debtors
14
2,988,883
3,314,928
Cash at bank and in hand
1,565,923
2,743,211
6,845,285
9,800,405
Creditors: amounts falling due within one year
15
(2,760,542)
(5,807,342)
Net current assets
4,084,743
3,993,063
Net assets
4,266,737
4,201,493
Capital and reserves
Called up share capital
17
108,973
108,973
Capital redemption reserve
71,027
71,027
Profit and loss reserves
4,086,737
4,021,493
Total equity
4,266,737
4,201,493

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 31 March 2026 and are signed on its behalf by:
Mr S P Holmes
Director
Company registration number 02792576 (England and Wales)
SHEPPEE INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2024
108,973
71,027
6,321,872
6,501,872
Year ended 31 December 2024:
Profit and total comprehensive income
-
-
2,104,569
2,104,569
Dividends
10
-
-
(4,404,948)
(4,404,948)
Balance at 31 December 2024
108,973
71,027
4,021,493
4,201,493
Year ended 31 December 2025:
Profit and total comprehensive income
-
-
665,244
665,244
Dividends
10
-
-
(600,000)
(600,000)
Balance at 31 December 2025
108,973
71,027
4,086,737
4,266,737
SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
1
Accounting policies
Company information

Sheppee International Limited is a company limited by shares incorporated in England and Wales. The registered office is Halifax Way, Airfield Business Park, Elvington, York, YO41 4AU.

1.1
Accounting convention

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 a mounts in these financial statements are rounded to the nearest £1.

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. T he company has therefore taken advantage of e xemptions from the following disclosure requirements:

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The immediate parent company is Sheppee Holdings Limited, into which these financial statements are consolidated. The registered office is Halifax Way, Airfield Business Park, Elvington, York, YO41 4AU.

1.2
Going concern

The directors have considered all factors, including in the wider economy, as part of their assessment of going concern. Although the current economic and political climate creates both cashflow and profitability risks for the company, the company continues to trade profitably and is cash generative. Budgets and cashflows have been prepared using assumptions for customer demand and supply chain costs. These budgets and cashflows indicate continuing profitability and cash generation, consequently the directors believe on balance that they have sufficient resources to enable trading to continue for a period of at least one year from the date of approval of the financial statements. Accordingly, these financial statements have been prepared on the going concern basis.true

1.3
Turnover

Turnover represents amounts receivable for the manufacture of machinery and spare parts for the glass container manufacturing industry worldwide net of VAT and trade discounts.

Turnover 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 or once the contractual obligations giving rise to a commission have been met), the amount of turnover 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.

SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 12 -
1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation 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:

Software
33% Straight line
1.6
Tangible fixed assets

Tangible fixed assets 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:

Buildings
15 years straight line
Plant and machinery
20% straight line
Fixtures, fittings and equipment
33% straight line
Motor vehicles
33% straight line

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.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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).

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 13 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks 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.

1.9
Cash and cash equivalents

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.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

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

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.

SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Deferred tax

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 profit and loss account, 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.

1.13
Employee benefits

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 fixed 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.

1.14
Retirement benefits

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

1.15
Leases

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 lease s asset are consumed.

1.16
Foreign exchange

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.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 16 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock

Stocks are valued at the lower of cost and estimated selling price less costs to complete and sell, as noted in accounting policy 1.8.

The company converts raw materials to finished goods. Stock values include any costs such as labour and overheads attributable to generating finished goods, as management believe this is the most suitable costing method to take into account the matching concept of accounting.

Bad debt provision

Outstanding trade debtor balances are reviewed on a line by line basis by management to identify possible amounts where a provision is required. Management closely manage the collection of trade debtors and therefore are able to identify balances where there is uncertainty about its recoverability, and determine what provision is required (if any).

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2025
2024
£
£
Turnover analysed by class of business
Sales of machinery, support and servicing
12,861,574
17,290,558
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
758,662
647,240
Rest of Europe
6,570,392
10,484,039
Rest of the World
5,532,520
6,159,279
12,861,574
17,290,558
2025
2024
£
£
Other revenue
Interest income
232
213
4
Exceptional item
2025
2024
£
£
Expenditure
Exceptional items - associated payroll, legal and professional costs
88,569
-
SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
5
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(23,435)
17,627
Research and development costs
-
139,017
Fees payable to the company's auditor for the audit of the company's financial statements
16,925
31,950
Depreciation of owned tangible fixed assets
78,411
63,704
Profit on disposal of tangible fixed assets
(20,000)
-
Amortisation of intangible assets
3,526
5,554
Operating lease charges
113,890
112,762

6
Employees

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

2025
2024
Number
Number
Production
28
33
Administration
23
23
Directors
3
3
Total
54
59

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
2,183,158
2,497,024
Social security costs
283,853
270,555
Pension costs
278,093
277,521
2,745,104
3,045,100

7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
314,120
411,412
Company pension contributions to defined contribution schemes
117,082
106,455
431,202
517,867
SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
7
Directors' remuneration
(Continued)
- 18 -

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
145,586
217,766
Company pension contributions to defined contribution schemes
22,861
26,286
8
Interest payable and similar expenses
2025
2024
£
£
Other interest
2,584
-
0
9
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
244,588
677,858
Adjustments in respect of prior periods
(4,439)
-
0
Total current tax
240,149
677,858

The actual charge 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:

2025
2024
£
£
Profit before taxation
905,393
2,782,427
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
226,348
695,607
Tax effect of expenses that are not deductible in determining taxable profit
36,100
5,145
Tax effect of income not taxable in determining taxable profit
-
0
(1,733)
Permanent capital allowances in excess of depreciation
(8,934)
(17,110)
Other
(10,142)
(1,545)
Provisions tax adjustment
(3,223)
(2,506)
Taxation charge for the year
240,149
677,858
SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
10
Dividends
2025
2024
£
£
Interim paid
600,000
4,404,948
11
Intangible fixed assets
Software
£
Cost
At 1 January 2025
170,196
Additions
18,985
At 31 December 2025
189,181
Amortisation and impairment
At 1 January 2025
149,190
Amortisation charged for the year
3,526
At 31 December 2025
152,716
Carrying amount
At 31 December 2025
36,465
At 31 December 2024
21,006
12
Tangible fixed assets
Buildings
Plant and machinery
Fixtures, fittings and equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 January 2025
117,963
490,480
262,684
74,135
945,262
Additions
-
0
5,227
4,009
27,280
36,516
Disposals
-
0
(34,741)
-
0
(30,000)
(64,741)
At 31 December 2025
117,963
460,966
266,693
71,415
917,037
Depreciation and impairment
At 1 January 2025
117,963
365,103
200,637
74,135
757,838
Depreciation charged in the year
-
0
39,780
29,535
9,096
78,411
Eliminated in respect of disposals
-
0
(34,741)
-
0
(30,000)
(64,741)
At 31 December 2025
117,963
370,142
230,172
53,231
771,508
Carrying amount
At 31 December 2025
-
0
90,824
36,521
18,184
145,529
At 31 December 2024
-
0
125,377
62,047
-
0
187,424
SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
13
Stocks
2025
2024
£
£
Raw materials and consumables
2,157,242
2,459,872
Finished goods and goods for resale
133,237
1,282,394
2,290,479
3,742,266
14
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
2,535,390
2,634,637
Amounts owed by group undertakings
349,477
474,731
Other debtors
18,991
120,760
Prepayments and accrued income
85,025
84,800
2,988,883
3,314,928
15
Creditors: amounts falling due within one year
2025
2024
£
£
Payments received on account
171,804
388,573
Trade creditors
744,825
1,132,594
Amounts owed to group undertakings
533,521
934,884
Corporation tax
87,394
15,000
Other taxation and social security
84,707
166,932
Accruals and deferred income
1,138,291
3,169,359
2,760,542
5,807,342
16
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
278,093
277,521

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.

17
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
108,973
108,973
108,973
108,973
SHEPPEE INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
18
Operating lease commitments
Lessee

The company currently licenses its premises used during the course of its trade and accordingly no lease commitment arises.

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:

2025
2024
£
£
Within one year
29,214
57,791
Between two and five years
3,971
36,999
33,185
94,790
19
Ultimate controlling party

The company's immediate parent company is Sheppee Holdings Limited, into which these financial statements are consolidated. The ultimate parent company and controlling party is R ondot International S.A.S. Copies of the group financial statements for R ondot International S.A.S are available from its registered office of 9 rue Jean Elysée Dupuy, 69410 Champagne au Mont d'Or, France.

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