REGISTERED NUMBER: 11611838 (England and Wales)

Audited Financial Statements for the Year Ended 31 October 2025

for

Magris International Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

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

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

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.

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).

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

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.