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Registered number: 07931346 GMI Europe Limited Director's report and financial statements For the Year Ended 31 December 2025
GMI Europe Limited Company Information
Director | Mr P Pare
Registered number | 07931346
Registered office | 2nd Floor
| 168 Shoreditch High Street
| London
| E1 6RA
Independent auditors | Kreston Reeves Audit LLP
| Statutory Auditor
| Maritime Place
| Quayside
| Chatham Maritime
| Chatham
| Kent
| ME4 4QZ
Bankers | HSBC Bank Plc
| 90 Baker Street
| London
| W1U 6AX
GMI Europe Limited Contents
| Page
Director's report | 1 - 2
Independent auditors' report | 3 - 6
Statement of comprehensive income | 7
Balance sheet | 8
Notes to the financial statements | 9 - 13
GMI Europe Limited Director's report For the Year Ended 31 December 2025 The director presents his report and the financial statements for the year ended 31 December 2025.
Director's responsibilities statement
The director is responsible for preparing the Director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
Director
The director who served during the year was:
Mr P Pare
Disclosure of information to auditors
The director at the time when this Director's report is approved has confirmed that: ∙so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
Under section 487(2) of the Companies Act 2006, Kreston Reeves Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier. Page 1
GMI Europe Limited Director's report (continued) For the Year Ended 31 December 2025
Small companies note
In preparing this report, the director has taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
Mr P Pare Director
Date: 11 August 2026
Page 2
GMI Europe Limited Independent auditors' report to the members of GMI Europe Limited
Opinion
We have audited the financial statements of GMI Europe Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.2 in the financial statements, which indicates that the Company has net liabilities of £1,656,570 as at 31 December 2025. Please refer to accounting policy 2.2 of these financial statements for further information in respect of the preparation of the financial statements on a going concern basis. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the director's assessment of the Company's ability to continue to adopt the going concern basis of accounting included a review of the Company's budgets and forecasts. Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. Page 3
GMI Europe Limited Independent auditors' report to the members of GMI Europe Limited (continued)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The director is 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.
Opinion 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Director's report has been prepared in accordance with applicable legal requirements.
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 Director's report. 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 director's remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Director's report and from the requirement to prepare a Strategic report.
Responsibilities of directors
As explained more fully in the Director's responsibilities statement set out on page 1, the director is 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 director determines 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 director is 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 director either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Page 4
GMI Europe Limited Independent auditors' report to the members of GMI Europe Limited (continued)
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 an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Capability of the audit in detecting irregularities, including fraud Based on our understanding of the company and industry, and through discussion with the director and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to health and safety and employment law. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, taxation and pension legislation. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, management bias in accounting estimates and judgemental areas of the financial statements such as revenue and margin recognition on long-term contracts. Audit procedures performed by the engagement team included: ∙Discussions with management and assessment of known or suspected instances of non compliance with laws and regulations (including health and safety) and fraud; and ∙Assessment of identified fraud risk factors; and ∙Challenging assumptions and judgements made by management in its significant accounting estimates; and ∙Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and ∙Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and ∙Identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. Page 5
GMI Europe Limited Independent auditors' report to the members of GMI Europe Limited (continued) As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: ∙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. 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. ∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control. ∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. ∙Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern. ∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 Auditors' 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. Mark Attwood FCCA (Senior statutory auditor) for and on behalf of Kreston Reeves Audit LLP Statutory Auditor Chatham Maritime 11 August 2026 Page 6
GMI Europe Limited Statement of comprehensive income For the Year Ended 31 December 2025
| 2025 | 2024
| £ | £
Turnover |  | 10,495 | 1,462,303
Cost of sales |  | (47,600) | (1,277,597)
Gross (loss)/profit |  | (37,105) | 184,706
Distribution costs |  | (282,650) | (371,140)
Administrative expenses |  | (41,371) | (90,076)
Operating loss |  | (361,126) | (276,510)
Interest receivable and similar income |  | 6,567 | 29,411
Loss before tax |  | (354,559) | (247,099)
Loss for the financial year |  | (354,559) | (247,099)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 9 to 13 form part of these financial statements.
Page 7
GMI Europe Limited Registered number: 07931346 Balance sheet As at 31 December 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Current assets |  |  |  |  |
Stocks |  | 137,162 |  | 137,162 |
Debtors: amounts falling due within one year | 4 | 140,798 |  | 498,125 |
Cash at bank and in hand |  | 262,963 |  | 373,247 |
|  | 540,923 |  | 1,008,534 |
Creditors: amounts falling due within one year | 5 | (2,197,493) |  | (2,310,544) |
Net current liabilities |  |  | (1,656,570) |  | (1,302,010)
Total assets less current liabilities |  |  | (1,656,570) |  | (1,302,010)
Net liabilities |  |  | (1,656,570) |  | (1,302,010)
Capital and reserves |  |  |  |  |
Called up share capital | 6 |  | 1 |  | 1
Profit and loss account |  |  | (1,656,571) |  | (1,302,011)
|  |  | (1,656,570) |  | (1,302,010)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
Mr P Pare
Director
Date: 11 August 2026
The notes on pages 9 to 13 form part of these financial statements. Page 8
GMI Europe Limited Notes to the financial statements For the Year Ended 31 December 2025
1. | General information
GMI Europe Limited is a limited liability company incorporated in England & Wales, company number 07931346. The registered address of the Company is 2nd Floor, 168 Shoreditch High Street, London, E1 6RA. The principal activity of the company is the sale and installation of recycling and solid waste equipment and systems. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The financial statements have been rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Going concern
Not withstanding that the Company has net liabilities of £1,656,570 as at 31 December 2025, the financial statements have been prepared on a going concern basis. The Director is required to state whether it is appropriate to adopt the going concern basis of accounting in preparing the financial statements and to identify any material uncertainties as to the Company's ability to continue as a going concern, over a period of at least 12 months from the date of approval of the financial statements. The Director has considered the company's ability to generate working capital along with the ability for the group to provide adequate funding and investment so that the company can meet its financial obligations as they fall due for the foreseeable future. As a result, the Director has concluded that it is appropriate to continue to adopt the going concern basis of accounting in preparing the Company financial statements. Page 9
GMI Europe Limited Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.3 | Revenue
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 as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Long-term contracts
Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.
| 2.5 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.6 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. Page 10
GMI Europe Limited Notes to the financial statements For the Year Ended 31 December 2025 2.Accounting policies (continued)
| 2.7 | Cash
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
| 2.8 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.9 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is Pounds Sterling. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'administrative expenses'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income within 'administrative expenses'.
| 2.10 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 11
GMI Europe Limited Notes to the financial statements For the Year Ended 31 December 2025
3. | Employees
| The average monthly number of employees, including directors, during the year was 1 (2024 - 1).
4. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 48,000 | 194,719
| Amounts owed by group undertakings | 21,000 | 19,000
| Other debtors | 21,260 | 227,636
| Prepayments and accrued income | 12,538 | 11,970
| Amounts recoverable on long-term contracts | 38,000 | 44,800
|  | 140,798 | 498,125
5. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 9,726 | 33,322
| Amounts owed to group undertakings | 2,140,527 | 2,221,320
| Other creditors | 40,240 | 50,735
| Accruals and deferred income | 7,000 | 5,167
|  | 2,197,493 | 2,310,544
6. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1 (2024 - 1) Ordinary share of £1.00 | 1 | 1
Page 12
GMI Europe Limited Notes to the financial statements For the Year Ended 31 December 2025
7. | Contingent liabilities
The company is party to an omnibus guarantee and set-off agreement, jointly with other companies under common control, given to the banker covering the long-term debt of the ultimate parent undertaking, Groupe Machinex Inc. and other companies under common control. The potential liability at the balance sheet date was £15,424,309 (2024: £15,532,487). In the normal course of business, the company has signed, jointly with other companies under common control, an indemnity agreement with the insurance company and granted guarantees in compensation. This agreement mainly provides a chattel mortgage on the universality of accounts receivables, a mortgage on the rights arising under insurance contracts related to certain contracts, the assignment of rights in legal mortgages, the assignment of rights in contracts and subcontracts granted to suppliers and a chattel mortgage mainly on equipment, inventory and certain intangible assets of the company.
8. | Related party transactions
| The company has taken advantage of the exemptions made available under FRS102, section 33.1A, not to disclose details of its transactions with members of the group headed by Groupe Machinex Inc on the grounds that 100% of the voting rights in the company are controlled within that group and the company is included in the consolidated financial statements.
9. | Controlling party
The director considers that the ultimate parent undertaking and controlling party of this company as at the balance sheet date is Groupe Machinex Inc, a company incorporated in Canada. The largest and smallest group of undertakings for which group accounts have been produced is that headed by Groupe Machinex Inc.
Page 13