REGISTERED NUMBER: 02910954

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 August 2025

for

Carpigiani U.K. Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

P A Ingram

Mrs S Marani

F Tassi

SECRETARY:

K Harris

REGISTERED OFFICE:

Carpigiani House

Coldnose Road

Rotherwas Industrial Estate

Hereford

HR2 6JL

REGISTERED NUMBER:

02910954

AUDITORS:

R J Francis & Co Limited

Marshall Business Centre

Faraday Road

Hereford

Herefordshire

HR4 9NS

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

REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

Company turnover increased to approximately £16.5m (previous year: £16.2m). Profit before tax increased to £1,516,819 (previous year: £1,383,905), reflecting continued strong performance, good management of margins and cash in a challenging trading environment.

The general catering equipment market remained challenging during the year, with continued pressure across the sector. Despite these conditions, the Carpigiani brand retained its strength and resilience, supported by its established market position, product quality and reputation.

The company continued to invest in its people, with additional administration and service staff recruited to further strengthen the support provided to its customer base. These investments will enhance the company's ability to maintain high levels of customer service whilst supporting future growth.

In May, the company secured longer-term leases for its existing headquarters, together with the addition of further new-build warehouse space. This represents a significant investment in the infrastructure of the business and will improve stock management, increase operational capacity and enhance product availability for customers.

The company remains focused on maintaining strong customer relationships, disciplined margin management and effective cash control. Whilst market conditions are expected to remain challenging, the strength of the Carpigiani brand, investment in personnel and improved facilities provide a strong platform for the continued development of the business.

PRINCIPAL RISKS AND UNCERTAINTIES

The directors regularly review the principal risks facing the company and maintain appropriate controls to monitor and mitigate these risks. Exchange rate risk is largely managed through fixed group contractual arrangements, with management continuing to monitor currency movements and take advantage of favourable movements where possible.

The general catering equipment market remains competitive and subject to variable levels of demand. The company continues to manage this risk through close customer relationships, careful stock management, strong supplier relationships and a continued focus on the Carpigiani brand.

Inflationary and cost pressures remain a consideration, although the company continues to maintain tight control of overheads, manage margins carefully and implement price adjustments where appropriate.

The directors consider that the company's continued investment in people and service capability, together with the additional warehouse capacity secured during the year, will further strengthen operational resilience and customer support. The company's focus on product quality, customer service and operational discipline leaves it well positioned to manage the challenges ahead and continue to deliver sustainable profitability.

ON BEHALF OF THE BOARD:

P A Ingram - Director

21 August 2026

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

DIVIDENDS

No dividends will be distributed for the year ended 31 August 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 September 2024 to the date of this report.

P A Ingram

Mrs S Marani

F Tassi

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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, R J Francis & Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P A Ingram - Director

21 August 2026

Opinion

We have audited the financial statements of Carpigiani U.K. Limited (the 'company') for the year ended 31 August 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 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 August 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

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.

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:

The engagement partner ensured that the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.

We identified the laws and regulations applicable to the Company through discussions with Directors and other management and from our commercial knowledge and experience of this business sector.

We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence.

We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.

Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls we:

Performed analytical procedures to identify any unusual or unexpected relationships.

Assessed whether judgements and assumptions made in determining accounting estimates included in the Accounts were indicative of potential bias.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiring of the Directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error, as they may involve deliberate concealment or collusion.

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.

AA Houston (Senior Statutory Auditor)

for and on behalf of R J Francis & Co Limited

Marshall Business Centre

Faraday Road

Hereford

Herefordshire

HR4 9NS

21 August 2026

TURNOVER

16,483,026

16,169,525

Cost of sales

11,159,795

11,537,331

GROSS PROFIT

5,323,231

4,632,194

Administrative expenses

3,988,696

3,413,076

1,334,535

1,219,118

Other operating income

13,658

175

OPERATING PROFIT

4

1,348,193

1,219,293

Interest receivable and similar income

215,512

174,549

1,563,705

1,393,842

Interest payable and similar expenses

5

46,886

9,937

PROFIT BEFORE TAXATION

1,516,819

1,383,905

Tax on profit

6

390,040

289,431

PROFIT FOR THE FINANCIAL YEAR

1,126,779

1,094,474

PROFIT FOR THE YEAR

1,126,779

1,094,474

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,126,779

1,094,474

FIXED ASSETS

Tangible assets

7

1,013,410

505,317

CURRENT ASSETS

Stocks

8

2,362,632

2,253,253

Debtors

9

9,223,265

7,757,097

Cash at bank

396,181

472,911

11,982,078

10,483,261

CREDITORS

Amounts falling due within one year

10

5,370,031

4,963,013

NET CURRENT ASSETS

6,612,047

5,520,248

TOTAL ASSETS LESS CURRENT LIABILITIES

7,625,457

6,025,565

CREDITORS

Amounts falling due after more than one year

11

(642,680

)

(178,803

)

PROVISIONS FOR LIABILITIES

13

(29,378

)

(20,142

)

NET ASSETS

6,953,399

5,826,620

CAPITAL AND RESERVES

Called up share capital

14

15,000

15,000

Retained earnings

15

6,938,399

5,811,620

SHAREHOLDERS' FUNDS

6,953,399

5,826,620

The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2026 and were signed on its behalf by:

P A Ingram - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 September 2023

15,000

4,717,146

4,732,146

Changes in equity

Total comprehensive income

-

1,094,474

1,094,474

Balance at 31 August 2024

15,000

5,811,620

5,826,620

Changes in equity

Total comprehensive income

-

1,126,779

1,126,779

Balance at 31 August 2025

15,000

6,938,399

6,953,399

1.	STATUTORY INFORMATION

Carpigiani U.K. Limited is a private company, limited by shares , registered in Not specified/Other. The company's registered number and registered office address can be found on the Company Information page.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company meets the definition of a qualifying entity and is therefore claiming the exemption from preparing a statement of cash flows in accordance with paragraphs 1.11 and 1.12(b) of the standard.

The company is a member of a group where the parent of that group prepares publicly available consolidated financial statements which are intended to give a true and fair view and the member is included in the consolidation.

Details of the parent undertaking and where the consolidated financial statements are available can be found in note 17 to the financial statements.

Turnover

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

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Leasehold property and improvements

-

10% on cost

Plant and machinery

-

10% or 20% on cost

Fixtures and fittings

-

12% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

20% on cost

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and 'Other

Financial Instruments Issues' of FRS 102 to all of its financial instruments. Financial instruments are recognised in the company's Statement of Financial Position when the company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

3.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,365,035

1,917,180

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

2025

2024

Directors

1

1

Sales staff

8

10

Administrative staff

35

27

44

38

2025

2024

£

£

Directors' remuneration

281,166

237,667

Information regarding the highest paid director is as follows:

2025

2024

£

£

Emoluments etc

281,166

237,667

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2025

2024

£

£

Other operating leases

206,358

307,271

Depreciation - owned assets

62,194

69,774

Depreciation - assets on finance leases

165,955

144,022

Profit on disposal of fixed assets

(8,470

)

(2,617

)

Auditors' remuneration

4,400

4,200

Foreign exchange differences

11,904

59,745

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Finance lease interest

27,805

9,937

HMRC interest

19,081

-

46,886

9,937

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

380,804

300,229

Previous year under-provision

-

663

Total current tax

380,804

300,892

Deferred tax

9,236

(11,461

)

Tax on profit

390,040

289,431

Reconciliation of total tax charge included in profit and loss

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

£

£

Profit before tax

1,516,819

1,383,905

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

379,205

345,976

Effects of:

Expenses not deductible for tax purposes

(4,933

)

(57,430

)

Income not taxable for tax purposes

(2,118

)

(654

)

Depreciation in excess of capital allowances

7,620

12,336

Adjustments to tax charge in respect of previous periods

-

662

Deferred tax : Origination and reversal of timing differences

9,236

(11,459

)

Gains on disposals

1,030

-

Total tax charge

390,040

289,431

Corporation Tax was charged at a rate of 19% up to the 31 March 2023. From the 1 April 2023, the rate of Corporation Tax was increased to 25% and this was the rate charged from 1 April 2023 until the reporting date. The average rate for 2025 is 25% (2024: 25%).

7.	TANGIBLE FIXED ASSETS

Leasehold

property

Fixtures

and

Plant and

and

improvements

machinery

fittings

£

£

£

COST

At 1 September 2024

297,147

758,387

158,438

Additions

465,976

7,074

54,211

Disposals

-

-

(6,409

)

At 31 August 2025

763,123

765,461

206,240

DEPRECIATION

At 1 September 2024

92,881

699,765

112,889

Charge for year

67,308

13,845

20,791

Eliminated on disposal

-

-

(4,354

)

At 31 August 2025

160,189

713,610

129,326

NET BOOK VALUE

At 31 August 2025

602,934

51,851

76,914

At 31 August 2024

204,266

58,622

45,549

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 September 2024

1,168,298

168,225

2,550,495

Additions

199,488

11,548

738,297

Disposals

(485,465

)

-

(491,874

)

At 31 August 2025

882,321

179,773

2,796,918

DEPRECIATION

At 1 September 2024

1,006,453

133,190

2,045,178

Charge for year

109,902

16,303

228,149

Eliminated on disposal

(485,465

)

-

(489,819

)

At 31 August 2025

630,890

149,493

1,783,508

NET BOOK VALUE

At 31 August 2025

251,431

30,280

1,013,410

At 31 August 2024

161,845

35,035

505,317

Carpigiani (UK) Ltd have elected to early adopt IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated.

Fixed assets, included in the above, which are held under finance leases are as follows:

Leasehold

property

and

Plant and

Motor

improvements

machinery

vehicles

Totals

£

£

£

£

COST

At 1 September 2024

85,846

427,441

1,168,298

1,681,585

Additions

459,900

-

199,488

659,388

Disposals

-

-

(485,465

)

(485,465

)

At 31 August 2025

545,746

427,441

882,321

1,855,508

DEPRECIATION

At 1 September 2024

-

375,919

1,006,453

1,382,372

Charge for year

44,604

11,449

109,902

165,955

Eliminated on disposal

-

-

(485,465

)

(485,465

)

At 31 August 2025

44,604

387,368

630,890

1,062,862

NET BOOK VALUE

At 31 August 2025

501,142

40,073

251,431

792,646

At 31 August 2024

85,846

51,522

161,845

299,213

8.

STOCKS

2025

2024

£

£

Finished goods

1,852,524

1,850,441

Parts

510,108

402,812

2,362,632

2,253,253

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

1,643,181

2,696,336

Amounts owed by associates

1,997

283,710

Other debtors

7,481,285

4,703,103

Amounts owed by employees

187

1,733

Prepayments

96,615

72,215

9,223,265

7,757,097

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Finance leases (see note 12)

157,199

125,259

Trade creditors

454,443

263,715

Tax

500,114

300,229

Social security and other taxes

61,107

44,547

VAT

652,970

667,756

Other creditors

1,801,349

2,033,185

Warranty provision

192,405

188,936

Accrued expenses

1,550,444

1,339,386

5,370,031

4,963,013

11.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Finance leases (see note 12)

642,680

178,803

12.	LEASING AGREEMENTS

Minimum lease payments under finance leases fall due as follows:

Finance leases

2025

2024

£

£

Net obligations repayable:

Within one year

157,199

125,259

Between one and five years

359,453

178,803

In more than five years

283,227

-

799,879

304,062