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REGISTERED NUMBER: 11611838 (England and Wales)

Audited Financial Statements for the Year Ended 31 October 2025

for

Magris International Limited

Magris International Limited (Registered number: 11611838)

Contents of the Financial Statements

for the Year Ended 31 October 2025

Page |

Company Information | 1 |

Balance Sheet | 2 |

Notes to the Financial Statements | 3 |

Magris International Limited

Company Information

for the Year Ended 31 October 2025

| DIRECTOR: | D Magris

| REGISTERED OFFICE: | 5th Floor

| 10 Brook Street

| Mayfair

| London

| W1S 1BG

| REGISTERED NUMBER: | 11611838 (England and Wales)

| SENIOR STATUTORY AUDITOR: | Tony Castagnetti

| AUDITORS: | Beluzzo Audit Limited

| Chartered Accountants and Statutory Auditor

| 38 Craven Street

| London

| England

| WC2N 5NG

Magris International Limited (Registered number: 11611838)

Balance Sheet

31 October 2025

| 2025 | 2024 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Investments | 4 | 1,938,924 |  | 1,011,358 |  |

CURRENT ASSETS

Debtors | 5 | 110,128 |  | 47,490 |  |

Cash at bank | 5,568 |  | 20,176 |  |

115,696 |  | 67,666 |  |

CREDITORS

Amounts falling due within one year | 6 | 8,600 |  | 18,159 |  |

NET CURRENT ASSETS | 107,096 |  | 49,507 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 2,046,020 |  | 1,060,865 |  |

CAPITAL AND RESERVES

Called up share capital | 17,115 |  | 10,000 |  |

Share premium | 7 | 2,060,069 |  | 1,062,191 |  |

Retained earnings | 7 | (31,164 | ) | (11,326 | ) |

2,046,020 |  | 1,060,865 |  |

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 15 July 2026 and were signed by:

D Magris - Director

Magris International Limited (Registered number: 11611838)

Notes to the Financial Statements

for the Year Ended 31 October 2025

1. | STATUTORY INFORMATION

| Magris International Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 11611838 and registered office address is

| 5th Floor, 10 Brook Street, Mayfair, London, United Kingdom, W1S 1BG

| The principle line of business is that of activities of other holding companies not elsewhere classified.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| 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 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 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest

| income/expense and net gains/losses for financial instruments not measured at fair value; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss,

| reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

| The financial statements of the company are consolidated in the financial statements of Magris Holding SPA and copies are available at its registered office.

| Turnover

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

| 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 1A 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 realize the asset and settle the liability simultaneously amortized.

| Taxation

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

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Magris International Limited (Registered number: 11611838)

Notes to the Financial Statements - continued

for the Year Ended 31 October 2025

2. | ACCOUNTING POLICIES - continued

| Deferred tax

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

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

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

| Going concern disclosure

| At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

| In the application of the company's accounting policies, the director is required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are 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 recognized in the period in which the estimates is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

| 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, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortized. Trade creditors are obligations to pay for services that have been acquired in the ordinary course of business from suppliers. Amounts 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 amortized cost using the effective interest method.

| 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.

| 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.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was NIL (2024 - NIL).

Magris International Limited (Registered number: 11611838)

Notes to the Financial Statements - continued

for the Year Ended 31 October 2025

4. | FIXED ASSET INVESTMENTS

2025 | 2024 |

£ | £ |

| Other investments not loans | 1,938,924 |  | 1,011,358 |  |

| Additional information is as follows:

| Unlisted

| investments

£ |

| COST

| Additions | 927,566 |  |

| Reclassification/transfer | 1,011,358 |  |

| At 31 October 2025 | 1,938,924 |  |

| NET BOOK VALUE

| At 31 October 2025 | 1,938,924 |  |

| Investments (neither listed nor unlisted) were as follows:

2025 | 2024 |

£ | £ |

| Other investments | - |  | 1,011,358 |  |

| £1,011,358 was reclassified from other investments to unlisted investments.

5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Amounts owed by group undertakings | 109,718 |  | 47,100 |  |

| Prepayments and accrued income | 410 |  | 390 |  |

110,128 |  | 47,490 |  |

6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

2025 | 2024 |

£ | £ |

| Amounts owed to group undertakings | 3,600 |  | - |  |

| Directors' loan accounts | - |  | 6,159 |  |

| Accruals and deferred income | 5,000 |  | 12,000 |  |

8,600 |  | 18,159 |  |

7. | RESERVES

| Retained |  | Share |

| earnings |  | premium |  | Totals

£ | £ | £ |

| At 1 November 2024 | (11,326 | ) | 1,062,191 |  | 1,050,865 |  |

| Deficit for the year | (19,838 | ) | (19,838 | ) |

| Cash share issue | - |  | 997,878 |  | 997,878 |  |

| At 31 October 2025 | (31,164 | ) | 2,060,069 |  | 2,028,905 |  |

Magris International Limited (Registered number: 11611838)

Notes to the Financial Statements - continued

for the Year Ended 31 October 2025

8. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

| The Report of the Auditors was unqualified.

| Tony Castagnetti (Senior Statutory Auditor)

| for and on behalf of Beluzzo Audit Limited

9. | ULTIMATE CONTROLLING PARTY

| 16.32% of shares are held by V&M Associates Ltd

| 43.58% of shares are held by Magris Holding S.P.A.

| 40.10% of shares are held by Magris S.P.A.

| 78.26% of Magris S.P.A. shares are held by Magris Holding S.P.A.