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REGISTERED NUMBER: 01582759 (England and Wales)

| STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |

| FINANCIAL STATEMENTS |

| FOR THE YEAR ENDED 31 DECEMBER 2025 |

| FOR |

| BONFIGLIOLI U.K. LIMITED |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

CONTENTS OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

Page |

Company Information | 1 |

Strategic Report | 2 |

Report of the Directors | 3 |

Report of the Independent Auditors | 4 |

Statement of Comprehensive Income | 7 |

Statement of Financial Position | 8 |

Statement of Changes in Equity | 9 |

Notes to the Financial Statements | 10 |

BONFIGLIOLI U.K. LIMITED

COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2025

| DIRECTORS: | L F Bovis

| F Paterlini

| M C Ucelli Di Nemi

| M Cesari

| REGISTERED OFFICE: | Unit 1 Calver Quay

| Calver Road

| Winwick Quay

| Warrington

| WA2 8UD

| REGISTERED NUMBER: | 01582759 (England and Wales)

| AUDITORS: | Harold Sharp Limited

| Statutory Auditors and Chartered Accountants

| 5 Brooklands Place

| Brooklands Road

| Sale

| Cheshire

| M33 3SD

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

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

REVIEW OF BUSINESS

The financial year ended 31 December 2025 was characterised by continued challenging trading conditions across the UK market. Demand remained subdued, influenced by ongoing economic uncertainty, elevated customer inventory levels and a wider sectoral slowdown. Activity within the UK construction sector also weakened during the year, affecting several customer segments and contributing to delays in project schedules. These conditions resulted in a lower level of turnover compared with the preceding year.

Despite the softer market environment, the company maintained operational resilience, with gross profit performance remaining broadly consistent with the prior year. This was achieved through disciplined cost control, improvements in internal processes and continued investment in after-sales support, assembly capability and warehousing efficiency.

Overall profitability was affected by reduced sales volumes and increased operating costs, leading to a modest loss for the year. The company's financial position remained stable, supported by effective management of working capital and a year end balance sheet that continued to show a strong asset base.

During the year, the company transitioned into a new organisational structure, which included changes to the management team aligning leadership with the company's future strategic objectives.

Although trading conditions are expected to remain demanding, the company enters 2026 with a solid order book and several new projects scheduled to move into serial production. While construction related activity is expected to remain subdued in the early part of the year, the company anticipates steady demand across its core industrial and automation markets. Management will continue to monitor economic developments closely and remains committed to operational efficiency, strong customer support and the ongoing pursuit of sustainable growth. Planned improvements to operational processes, supply chain coordination and customer specific programmes are expected to contribute positively to overall performance in the year ahead.

FINANCIAL RISK MANAGEMENT

The company continues to manage financial risks through structured policies aimed at mitigating exposure to credit, liquidity, and foreign exchange risks.

CREDIT RISK

Bonfiglioli U.K. enforces strict credit control procedures, ensuring that appropriate credit assessments are conducted before engaging with new customers.

LIQUIDITY RISK

The company maintains a balanced mix of medium and short-term debt finance to ensure sufficient funding is available for operational needs.

FOREIGN EXCHANGE RISK

While Bonfiglioli U.K.'s primary operations are based in the United Kingdom, it remains exposed to foreign exchange fluctuations, particularly in relation to sales and purchases denominated in Euro. The company continues to operate a Euro-denominated bank account to mitigate currency risk.

ON BEHALF OF THE BOARD:

L F Bovis - Director

20 March 2026

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the company during the year was the importing, assembly and distribution of drive technologies for mechanical and electrical solutions.

DIVIDENDS

No dividend is proposed for the 2025 financial year (2024: £nil)

DIRECTORS

L F Bovis has held office during the whole of the period from 1 January 2025 to the date of this report.

Other changes in directors holding office are as follows:

S Bonfiglioli - resigned 5 March 2025

F Paterlini - appointed 5 March 2025

M C Ucelli Di Nemi - appointed 5 March 2025

M Cesari - appointed 5 March 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors 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;

- | 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

L F Bovis - Director

20 March 2026

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

BONFIGLIOLI U.K. LIMITED

Opinion

We have audited the financial statements of Bonfiglioli U.K. Limited (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (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 loss 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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

BONFIGLIOLI U.K. LIMITED

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 identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page three, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

BONFIGLIOLI U.K. LIMITED

Auditors' 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 a Report of the Auditors 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.

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

As part of our planning process:

- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 101, Companies Act 2006, health and safety, and direct and indirect tax compliance..

- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates.

- Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation.

- Testing key revenue lines, in particular cut-off, for evidence of management bias.

- Obtaining third-party confirmation of material bank balances.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Thomas Smart (Senior Statutory Auditor)

for and on behalf of Harold Sharp Limited

Statutory Auditors and Chartered Accountants

5 Brooklands Place

Brooklands Road

Sale

Cheshire

M33 3SD

20 March 2026

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

REVENUE | 3 | 19,452,266 |  | 21,421,114 |  |

Cost of sales | (17,293,430 | ) | (19,272,702 | ) |

GROSS PROFIT | 2,158,836 |  | 2,148,412 |  |

Administrative expenses | (2,128,770 | ) | (2,049,808 | ) |

OPERATING PROFIT | 30,066 |  | 98,604 |  |

Interest receivable and similar income | 1,548 |  | 1,937 |  |

31,614 |  | 100,541 |  |

Interest payable and similar expenses | 5 | (80,602 | ) | (72,873 | ) |

(LOSS)/PROFIT BEFORE TAXATION | 6 | (48,988 | ) | 27,668 |  |

Tax on (loss)/profit | 7 | 11,876 |  | (7,349 | ) |

(LOSS)/PROFIT FOR THE FINANCIAL YEAR | (37,112 | ) | 20,319 |  |

OTHER COMPREHENSIVE INCOME | - |  | - |  |

TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (37,112 | ) | 20,319 |  |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

STATEMENT OF FINANCIAL POSITION

31 DECEMBER 2025

| 2025 |  | 2024

| Notes | £ | £ |

FIXED ASSETS

Owned

| Property, plant and equipment | 8 | 204,045 |  | 250,404 |  |

Right-of-use

| Property, plant and equipment | 8, 14 | 1,510,412 |  | 1,650,543 |  |

1,714,457 |  | 1,900,947 |  |

CURRENT ASSETS

Inventories | 9 | 4,364,426 |  | 4,260,271 |  |

Debtors: amounts falling due within one year | 10 | 6,479,840 |  | 5,419,291 |  |

Cash at bank and in hand | 1,491,808 |  | 922,785 |  |

12,336,074 |  | 10,602,347 |  |

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR | 11 | (7,046,819 | ) | (5,280,021 | ) |

NET CURRENT ASSETS | 5,289,255 |  | 5,322,326 |  |

TOTAL ASSETS LESS CURRENT LIABILITIES | 7,003,712 |  | 7,223,273 |  |

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR | 12 | (1,410,079 | ) | (1,573,360 | ) |

PROVISIONS FOR LIABILITIES | 15 | (75,292 | ) | (94,460 | ) |

NET ASSETS | 5,518,341 |  | 5,555,453 |  |

CAPITAL AND RESERVES

Called up share capital | 16 | 200,000 |  | 200,000 |  |

Retained earnings | 17 | 5,318,341 |  | 5,355,453 |  |

SHAREHOLDERS' FUNDS | 5,518,341 |  | 5,555,453 |  |

The financial statements were approved by the Board of Directors and authorised for issue on 20 March 2026 and were signed on its behalf by:

L F Bovis - Director

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

| Called up |

| share |  | Retained |  | Total

| capital |  | earnings |  | equity

£ | £ | £ |

Balance at 1 January 2024 | 200,000 |  | 5,335,134 |  | 5,535,134 |  |

Changes in equity

Total comprehensive income | - |  | 20,319 |  | 20,319 |  |

Balance at 31 December 2024 | 200,000 |  | 5,355,453 |  | 5,555,453 |  |

Changes in equity

Total comprehensive income | - |  | (37,112 | ) | (37,112 | ) |

Balance at 31 December 2025 | 200,000 |  | 5,318,341 |  | 5,518,341 |  |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1. | STATUTORY INFORMATION

| Bonfiglioli UK Limited is a private company limited by shares, incorporated in England and Wales. The company's registered number is 01582759 and registered office is Unit 1 Calver Quay, Calver Road, Winwick, Warrington WA2 8UD.

| The presentation currency of the financial statements is Pounds Sterling. This is also the functional currency used by the company.

2. | ACCOUNTING POLICIES

| Basis of preparation

| These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

| • | the requirements of IFRS 7 Financial Instruments: Disclosures;

| • | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

| • | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

| - | paragraphs 53(a), (h) and (j) of IFRS 16; and

| - | paragraph 73(e) of IAS 16 Property, Plant and Equipment;

| • | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1;

| • | the requirements of

| - | paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and

| - | paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7;

| • | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

| • | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes;

| • | the requirements of paragraph 74(b) of IAS 16;

| • | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

| • | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group;

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Critical accounting judgements and key sources of estimation uncertainty

| In applying the company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carry amounts of assets and liabilities. The directors' judgements, estimates and and assumptions are based on the best and most reliable evidence at the time when the decisions are made, and on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions the actual results and outcomes may differ.

| In preparing these financial statements the directors have made judgements and estimates:

| - in determining whether there are any indicators of impairment of the company's tangible fixed assets. Factors taken into account in reaching such a decision include the economic viability and expected future financial performance of the assets;

| - in determining the residual values and useful economic lives of the tangible fixed assets. The company depreciates tangible fixed assets over their expected useful lives. For right of use assets, they are depreciated over the shorter of the useful life of the asset and the lease term. The estimation of the useful lives of assets is based upon historic performance as well as expectations about future use. Assumptions are necessary regarding possible technological changes and maintenance programmes which can affect the actual lives of the assets; and

| - in determining the recoverability of debtors and stocks. The company establishes a provision for debtors that are estimated to be irrecoverable and for stocks which are not expected to realise at least cost. When addressing the recoverability the directors consider factors such as the ageing of items, past experience and current information regarding the asset.

| - in determining the provision for potential warranty costs. The provision is calculated on the best estimate of expected future warranty costs, considering factors such as historic fault and replacements rates.

| Revenue recognition

| With reference to IFRS15 applied by the Company, Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, value added tax and other sales taxes. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on despatch of the goods. Interest income is recognised as interest accrues using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to it carrying amount.

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Tangible fixed assets

| Plant and equipment is stated at cost less accumulated depreciation and impairment losses. Cost comprises of the amount paid and the fair value of other considerations to making the asset capable of operating as intended.

| Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value based on prices prevailing at the date of acquisition, of each asset over its expected useful life as follows

| Tangible Asset |  | Useful Life |  |

| Plant and machinery |  | From 4 to 10 years |  |

| Industrial and commercial equipment |  | From 4 to 10 years |  |

| Other tangible assets |  | From 4 to 10 years |  |

| Assets in progress and advances |  | No depreciation |  |

| Right to use tangible assets |  | Over the lease duration |  |

| Leasehold improvements |  | Shorter between the residual life of the related asset and the lease duration. |  |

| The carrying value of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

| Useful lives and residual value are reviewed annually, and adjustments made if required.

| An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the derecognition of the asset is included in the income statement in the period of derecognition

| Trade receivables

| Trade receivables have 30 to 90 days credit terms depending on the contract and are carried at the lower of their original invoiced value and recoverable amount.

| IFRS 9 requires an expected credit loss (ECL) model to be applied to the financial assets rather than the incurred credit loss model required under IAS 39. The expected credit loss model requires the company to account for expected losses as a result of credit risk on initial recognition of financial assets and to recognise changes in those expected credit losses at each reporting date. The trade receivables and amounts due from fellow group and subsidiary companies are measured using the simplified approach.

| Inventory

| Inventory is valued at the lower of cost and net realisable value, after making allowances for obsolete and slow-moving items.

| Raw materials, consumables and goods for resale - valued using moving average price.

| Work in progress - cost of direct materials and labour plus attributable finished goods overheads based on normal level of activity.

| Net realisable value is based on estimated selling price less any further costs expected to be incurred to completion and disposal.

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| 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 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.

| Foreign currencies

| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

| Leases

| Where the Company is the lessee, a lease liability equal to the present value outstanding lease payments and a corresponding right-of-use asset equal to cost are initially recognised. The right-of-use asset is subsequently measured at amortised cost and depreciated on a straight-line basis over the length of the lease term. Depreciation on lease assets and interest on lease liabilities is recognised in the Income Statement.

| The Company has made use of the election available under IFRS 16 to not recognise any amounts on the Balance Sheet associated with leases that are either deemed to be short term, or where the underlying asset is of low value. A short-term lease in this context is defined as any arrangement which has a lease term of 12 months or less. Lease payments associated with such arrangements are recognised in the Income Statement as an expense on a straight-line basis. The Company's total short term and low value lease portfolio is not material.

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the pension scheme company are charged to profit or loss in the period to which they relate.

| Going concern

| The financial statements have been prepared on a going concern basis. Based on internal forecasts and projections considering severe and plausible downside scenarios, prepared for the period to 31st March 2026 that take in to account the principal risks and uncertainties facing the business and reasonably possible changes in the company's trading performance, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis has continued to be adopted in the preparation of the financial statements.

| Provision for liabilities

| A provision is recognised when the company has a legal or constructive obligation as a result of past event and it is probable that an outflow of economic benefits will be required to settle the obligation.

| When the company expects some or all of the provision to be reimbursed the original accounting adjustment will be reversed.

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

2. | ACCOUNTING POLICIES - continued

| Cash and cash equivalents

| Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits that are immediately available. Cash equivalents are deposits with an original maturity of 3 months or less.

3. | REVENUE

| The revenue and loss (2024 - profit) before taxation are attributable to the one principal activity of the company.

| An analysis of revenue by geographical market is given below:

| 2025 |  | 2024

£ | £ |

| Europe - Middle East - Africa | 19,403,539 |  | 21,392,430 |  |

| AME (America) | 33,125 |  | 17,630 |  |

| APAC (Asia - Pacific) | 15,602 |  | 11,054 |  |

19,452,266 |  | 21,421,114 |  |

4. | EMPLOYEES AND DIRECTORS

| 2025 |  | 2024

£ | £ |

| Wages and salaries | 946,787 |  | 907,229 |  |

| Social security costs | 138,910 |  | 133,881 |  |

| Other pension costs | 63,136 |  | 46,239 |  |

1,148,833 |  | 1,087,349 |  |

| The average number of employees during the year was as follows:

| 2025 |  | 2024

| Directors | 4 |  | 2 |  |

| Employees | 19 |  | 19 |  |

23 |  | 21 |  |

| 2025 |  | 2024

£ | £ |

| Directors' remuneration | 158,279 |  | 168,639 |  |

| Directors' pension contributions to money purchase schemes | 16,413 |  | 11,143 |  |

5. | INTEREST PAYABLE AND SIMILAR EXPENSES |

| 2025 |  | 2024

£ | £ |

| Guarantee fees | 11,385 |  | 11,416 |  |

| Lease interest IFRS16 | 69,217 |  | 61,457 |  |

80,602 |  | 72,873 |  |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

6. | (LOSS)/PROFIT BEFORE TAXATION

| The loss before taxation (2024 - profit before taxation) is stated after charging/(crediting):

| 2025 |  | 2024

£ | £ |

| Cost of inventories recognised as expense | 17,293,430 |  | 19,272,702 |  |

| Depreciation - owned assets | 101,624 |  | 88,106 |  |

| Depreciation - assets on finance leases | 248,330 |  | 213,477 |  |

| Auditors remuneration | 18,000 |  | 21,100 |  |

| Foreign exchange differences | (17,343 | ) | 118,964 |  |

| Sponsorships | 1,354 |  | - |  |

| Auditors' remuneration for non-audit work | 2,000 |  | 1,700 |  |

7. | TAXATION

| Analysis of tax (income)/expense

| 2025 |  | 2024

£ | £ |

| Deferred tax | (11,876 | ) | 7,349 |  |

| Total tax (income)/expense in statement of comprehensive income | (11,876 | ) | 7,349 |  |

| Factors affecting the tax expense

| The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

| 2025 |  | 2024

£ | £ |

| (Loss)/profit before income tax | (48,988 | ) | 27,668 |  |

| (Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%) | (12,247 | ) | 6,917 |  |

| Effects of:

| Depreciation in excess of capital allowances | 9,151 |  | (4,796 | ) |

| Expenses not allowable for tax | 125 |  | 432 |  |

| General provisions | (1,584 | ) | (8,413 | ) |

| Deferred tax | (11,877 | ) | 7,349 |  |

| Tax losses carried forward | 4,556 |  | 5,860 |  |

| Tax (income)/expense | (11,876 | ) | 7,349 |  |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

8. | PROPERTY, PLANT AND EQUIPMENT

| Right of |  | Industrial

| use land |  | and

| and |  | Plant and |  | commercial

| buildings |  | machinery |  | equipment

£ | £ | £ |

| COST

| At 1 January 2025 | 2,212,882 |  | 577,694 |  | 68,603 |  |

| Additions | - |  | 48,889 |  | - |  |

| Disposals | - |  | - |  | - |  |

| At 31 December 2025 | 2,212,882 |  | 626,583 |  | 68,603 |  |

| DEPRECIATION

| At 1 January 2025 | 772,270 |  | 361,683 |  | 36,565 |  |

| Charge for year | 158,091 |  | 87,435 |  | 12,842 |  |

| Eliminated on disposal | - |  | - |  | - |  |

| At 31 December 2025 | 930,361 |  | 449,118 |  | 49,407 |  |

| NET BOOK VALUE

| At 31 December 2025 | 1,282,521 |  | 177,465 |  | 19,196 |  |

| At 31 December 2024 | 1,440,612 |  | 216,011 |  | 32,038 |  |

| Right of |

| use other |  | Other |

| tangible |  | tangible |

| assets |  | assets |  | Totals

£ | £ | £ |

| COST

| At 1 January 2025 | 333,948 |  | 101,997 |  | 3,295,124 |  |

| Additions | 108,199 |  | 6,376 |  | 163,464 |  |

| Disposals | (31,584 | ) | - |  | (31,584 | ) |

| At 31 December 2025 | 410,563 |  | 108,373 |  | 3,427,004 |  |

| DEPRECIATION

| At 1 January 2025 | 124,017 |  | 99,642 |  | 1,394,177 |  |

| Charge for year | 90,239 |  | 1,347 |  | 349,954 |  |

| Eliminated on disposal | (31,584 | ) | - |  | (31,584 | ) |

| At 31 December 2025 | 182,672 |  | 100,989 |  | 1,712,547 |  |

| NET BOOK VALUE

| At 31 December 2025 | 227,891 |  | 7,384 |  | 1,714,457 |  |

| At 31 December 2024 | 209,931 |  | 2,355 |  | 1,900,947 |  |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

9. | INVENTORIES

2025 | 2024 |

£ | £ |

| Raw materials, supplies and

| consumables | 58,725 |  | 69,211 |  |

| Work-in-progress and semi- finished goods | 271,406 |  | 296,505 |  |

| Finished goods and goods

| for resale | 4,034,295 |  | 3,894,555 |  |

4,364,426 |  | 4,260,271 |  |

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

2025 | 2024 |

£ | £ |

| Trade debtors | 6,268,574 |  | 5,149,013 |  |

| Amounts owed by group undertakings | 159,441 |  | 220,399 |  |

| Other debtors | 20,336 |  | 19,938 |  |

| Tax | 31,489 |  | 29,941 |  |

6,479,840 |  | 5,419,291 |  |

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

2025 | 2024 |

£ | £ |

| Leases (see note 13) | 248,039 |  | 208,999 |  |

| Trade creditors | 100,103 |  | 75,815 |  |

| Amounts owed to participating interests | 5,786,463 |  | 4,356,930 |  |

| Social security and other taxes | 30,317 |  | 29,672 |  |

| Other creditors | 881,897 |  | 608,605 |  |

7,046,819 |  | 5,280,021 |  |

12. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

2025 | 2024 |

£ | £ |

| Leases (see note 13) | 1,410,079 |  | 1,573,360 |  |

13. | FINANCIAL LIABILITIES - BORROWINGS |

|  | 2025 |  |  | 2024 |

|  | £ |  |  | £ |

| Current: |  |

| Bank overdraft |  |  | - |  |  | - |

| Leases (see note 14) |  |  | 248,039 |  |  | 208,999 |

|  | 248,039 |  |  | 208,999 |

| Non-current: |  |

| Leases (see note 14) |  |  | 1,410,079 |  |  | 1,573,360 |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

14. | LEASING

| Right-of-use assets

| Property, plant and equipment

2025 | 2024 |

£ | £ |

| COST OR VALUATION

| At 1 January 2025 | 2,546,830 |  | 2,206,075 |  |

| Additions | 108,199 |  | 454,351 |  |

| Disposals | (31,584 | ) | (113,596 | ) |

2,623,445 |  | 2,546,830 |  |

| DEPRECIATION

| At 1 January 2025 | 896,287 |  | 790,447 |  |

| Charge for year | 248,330 |  | 213,477 |  |

| Eliminated on disposal | (31,584 | ) | (107,637 | ) |

1,113,033 |  | 896,287 |  |

| NET BOOK VALUE | 1,510,412 |  | 1,650,543 |  |

| Lease liabilities

| Minimum lease payments fall due as follows:

|  | 2025 |  |  | 2024 |

|  | £ |  |  | £ |

| Gross obligations repayable: |  |

| Within one year |  |  | 308,930 |  |  | 275,256 |

| Between one and five |  |  | 946,914 |  |  | 959,621 |

| Due over five years |  |  | 661,621 |  |  | 827,939 |

|  | 1,917,465 |  |  | 2,062,816 |

| Total finance charges repayable: |  |  | 259,347 |  |  | 280,457 |

| Net obligations repayable:

| Within one year |  |  | 248,039 |  |  | 208,999 |

| Between one and five |  |  | 791,690 |  |  | 783,861 |

| Due over five years |  |  | 618,389 |  |  | 789,499 |

|  | 1,658,118 |  |  | 1,782,359 |

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

15. | PROVISIONS FOR LIABILITIES

2025 | 2024 |

£ | £ |

| Deferred tax | 18,970 |  | 30,846 |  |

| Other provisions | 56,322 |  | 63,614 |  |

75,292 |  | 94,460 |  |

| Deferred |  | Warranty |

| tax |  | provision |

£ | £ |

| Balance at 1 January 2025 | 30,846 |  | 63,614 |  |

| Credit to Statement of Comprehensive Income during year | (11,876 | ) | (7,292 | ) |

| Balance at 31 December 2025 | 18,970 |  | 56,322 |  |

| The warranty provision relates to warranties provided to customers on goods supplied.

16. | CALLED UP SHARE CAPITAL

| Allotted, issued and fully paid:

| Number: | Class: | Nominal | 2025 | 2024 |

| value: | £ | £ |

| 2,000 | Ordinary | £100 | 200,000 |  | 200,000 |  |

17. | RESERVES

| Retained

| earnings

£ |

| At 1 January 2025 | 5,355,453 |  |

| Deficit for the year | (37,112 | ) |

| At 31 December 2025 | 5,318,341 |  |

18. | PENSION COMMITMENTS

| The company operates a defined contribution pension scheme. During the year the company contributed £63,136 (2024: £46,239).

19. | ULTIMATE PARENT COMPANY

| The company's immediate parent company is Bonfiglioli Swiss SA, a company registered in Switzerland.

| The consolidated Financial Statements are prepared and published by holding company Bonfiglioli S.p.A. a company incorporated in Italy. The consolidated financial statements are available from Via Cav. Clementino Bonfiglioli 1, IT- 40012, Calderara di Reno (Bologna) and www.bonfiglioli.com.

| The company's ultimate parent company is Bon-fi Srl, a company incorporated in Italy.

BONFIGLIOLI U.K. LIMITED (REGISTERED NUMBER: 01582759)

NOTES TO THE FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2025

20. | RELATED PARTY DISCLOSURES

| The company has taken advantage of the exemption available under paragraph 8(k) of FRS101 not to disclose related party transactions taking place with other members of the BonfiglioIi Group during the financial year.

| However, the following trade balances existed with related parties at the balance sheet date:

|  | Debtors |  |  | Creditors |

|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |

|  | £ |  |  | £ |  |  | £ |  |  | £ |

| Bonfiglioli SpA |  | - |  |  | - |  |  | 195,246 |  |  | 166,104 |

| Bonfiglioli Trading (Shanghai) Co Ltd |  | - |  |  | 10,446 |  |  | - |  |  | - |

| Bonfiglioli Deutschland GmbH |  | - |  |  | - |  |  | 4,041 |  |  | 5,028 |

| Bonfiglioli Turkey |  | 1,256 |  |  | - |  |  | - |  |  | - |

| O&K Antriebstechnik GmbH |  | - |  |  | 1,915 |  |  | - |  |  | 13,640 |

| Tecnotrans Bonfiglioli Sa |  | - |  |  | 6,278 |  |  | 1,674 |  |  | - |

| Bonfiglioli Transmissions S.A.S. |  | - |  |  | 1,979 |  |  | 1,077 |  |  | - |

| Bonfiglioli Transmission Ltd |  | - |  |  | - |  |  | 1,362,242 |  |  | 332,245 |

| Bonfiglioli Riduttori SpA |  | 157,611 |  |  | 199,696 |  |  | 4,222,183 |  |  | 3,838,901 |

| Bonfiglioli USA Inc |  | 574 |  |  | 84 |  |  | - |  |  | 1,012 |

|  | 159,441 |  |  | 220,398 |  |  | 5,786,463 |  |  | 4,356,930 |