REGISTERED NUMBER: 03121735 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

GIVI U.K. LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

G Visenzi

H Visenzi

REGISTERED OFFICE:

Unit 4

Royal Oak Court

Royal Oak Way North

Daventry

Northamptonshire

NN11 8PQ

REGISTERED NUMBER:

03121735 (England and Wales)

AUDITORS:

Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

BANKERS:

Barclays

PO Box No. 3182

1 Wimboourne Road

Poole

Dorset

BH15 2ZA

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

REVIEW OF BUSINESS

The result for the year and the financial position of the company are shown in the financial statements.

The company's key performance indicators that the Directors use to monitor its performance are turnover, gross profit, and operating profit.

The year 2025 cannot be considered as a positive one, because of the decrease in sales of about 20%.

Because of the growing low-cost competitors, GIVI UK could not increase its prices to cover the increase of costs. The carriage and the duties were the most affected areas.

Despite the situation - thanks to the investments in the foreign branches, GIVI UK was able to close the year with a profit before tax of £1,054,689.

The commitment for the year 2026 is a further improvement in the sales and after sales service provided by the UK staff, with agreements with new customers and chains, a reduction in overhead costs and better management of stock levels and rotation.

As for the products, special commercial attention will be dedicated to some new innovative products, both in the plastic as well in the aluminium cases, as well as a modernisation of the fitting systems. We also plan to extend the range of helmets and their competitiveness. GIVI UK will also work on branding activities through the participation to motorcycle events as well as advertising though the social media.

PRINCIPAL RISKS AND UNCERTAINTIES

The first major concern at present is the general extended increase in costs (transportation, energy, labour, raw materials costs) that could lead to problems and delays in receiving the goods and might force GIVI UK to a further price increase. The new prices might make the products less competitive and interesting for the consumers.

To mitigate the damages the directors, wish to invest in modernising the web-ordering system and possibly introduce a more modern software or applications of the current one to comply with the current market necessities.

The company uses various financial instruments. These include cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations.

The company's activities and the existence of these financial instruments expose it to a number of financial risks including credit risk, foreign exchange risk and liquidity risk.

The company's credit risk is primarily attributable to its trade receivables. Where considered necessary, appropriate allowance is made for doubtful debtors. The company sets limits for customers based on payment history and credit ratings and these are reviewed on a regular basis in conjunction with debt ageing and collection history.

The company is exposed to some foreign exchange risk but holds bank accounts in the currencies that are most often used and attempts to mitigate the effect by matching, in the same currency, the cost of supply against the corresponding receivable where possible.

The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The company is funded via cash reserves with no gearing outside of the Givi group.

SIGNED BY ORDER OF THE DIRECTORS:

H Visenzi - Director

23 July 2026

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 in the year under review was that of the sale of motorcycle accessories.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 1,149,719 .

FUTURE DEVELOPMENTS

The future developments of the company are addressed in the Strategic Report.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

G Visenzi

H Visenzi

GOING CONCERN

The going concern basis of accounting is appropriate because there are no material uncertainties related to events or conditions that may cast significant doubt about the ability of the company to continue as a going concern.

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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.

SIGNED BY ORDER OF THE DIRECTORS:

H Visenzi - Director

23 July 2026

Opinion

We have audited the financial statements of Givi 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 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 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 four, 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.

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant Taxation legislation.

We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management and the understatement of revenue. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, regulatory correspondence and professional fees, detailed substantive testing on the completeness of income, and reviewing accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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.

Andrew Clifford FCA (Senior Statutory Auditor)

for and on behalf of Shaw Gibbs (Audit) Limited

Chartered Certified Accountants

Statutory Auditor

Eagle House

28 Billing Road

Northampton

Northamptonshire

NN1 5AJ

8 September 2026

TURNOVER

3

2,072,137

2,692,464

Cost of sales

1,289,325

1,631,014

GROSS PROFIT

782,812

1,061,450

Distribution costs

122,819

170,011

Administrative expenses

455,953

486,755

578,772

656,766

OPERATING PROFIT

5

204,040

404,684

Income from shares in group undertakings

845,074

594,740

Interest receivable and similar income

5,575

6,991

850,649

601,731

PROFIT BEFORE TAXATION

1,054,689

1,006,415

Tax on profit

6

52,407

103,022

PROFIT FOR THE FINANCIAL YEAR

1,002,282

903,393

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,002,282

903,393

FIXED ASSETS

Tangible assets

8

6,889

7,819

Investments

9

12,806

12,806

19,695

20,625

CURRENT ASSETS

Stocks

10

198,755

278,521

Debtors

11

210,792

207,269

Cash at bank and in hand

449,223

981,723

858,770

1,467,513

CREDITORS

Amounts falling due within one year

12

206,517

668,651

NET CURRENT ASSETS

652,253

798,862

TOTAL ASSETS LESS CURRENT LIABILITIES

671,948

819,487

PROVISIONS FOR LIABILITIES

14

1,127

1,229

NET ASSETS

670,821

818,258

CAPITAL AND RESERVES

Called up share capital

15

53,429

53,429

Share premium

16

119,993

119,993

Retained earnings

16

497,399

644,836

SHAREHOLDERS' FUNDS

670,821

818,258

The financial statements were approved by the Board of Directors and authorised for issue on 23 July 2026 and were signed on its behalf by:

H Visenzi - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2024

53,429

665,639

119,993

839,061

Changes in equity

Dividends

-

(924,196

)

-

(924,196

)

Total comprehensive income

-

903,393

-

903,393

Balance at 31 December 2024

53,429

644,836

119,993

818,258

Changes in equity

Dividends

-

(1,149,719

)

-

(1,149,719

)

Total comprehensive income

-

1,002,282

-

1,002,282

Balance at 31 December 2025

53,429

497,399

119,993

670,821

1.	STATUTORY INFORMATION

Givi U.K. Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c).

Preparation of consolidated financial statements

The financial statements contain information about Givi U.K. Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Givi S.p.a, Via Ungaretti 48, Flero, Brescia, 25020 Italy.

Significant judgements and estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the company accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed within the individual accounting policies below.

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.

Improvements to property

-

over the life of the lease

Plant and machinery

-

15% on cost

Fixtures and fittings

-

15% on cost

Motor vehicles

-

20% on cost

Computer equipment

-

33% on cost

Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.

Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. The selection of these residual values and estimated lives requires the exercise of judgement. The directors are required to assess whether there is an indication of impairment to the carrying values of assets. In making that assessment, judgements are made in estimating value in use. The directors consider that the individual carrying values of assets are supportable by their value in use.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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 ruling 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.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

Financial instruments

Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the statement of comprehensive income under administrative expenses.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.

Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.

Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.

3.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Sale of motorcycle accessories

2,072,137

2,692,464

2,072,137

2,692,464

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

2,072,137

2,669,199

Europe

-

23,265

2,072,137

2,692,464

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

191,308

224,196

Social security costs

9,330

12,533

Other pension costs

3,033

2,826

203,671

239,555

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

2025

2024

Management

2

2

Administration

5

6

7

8

2025

2024

£

£

Directors' remuneration

38,000

38,000

5.	OPERATING PROFIT

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

2025

2024

£

£

Other operating leases

52,131

42,000

Depreciation - owned assets

2,519

3,409

Profit on disposal of fixed assets

-

(200

)

Auditors' remuneration

9,950

9,200

Foreign exchange differences

(4,622

)

578

Auditors' remuneration relates to audit services incorporating the preparation of the statutory accounts. Other fees of £4,297 (2024: £6,443) were payable to the auditor in respect of non-audit services.

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

52,509

101,886

Deferred tax

(102

)

1,136

Tax on profit

52,407

103,022

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

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

2025

2024

£

£

Profit before tax

1,054,689

1,006,415

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

263,672

251,604

Effects of:

Expenses not deductible for tax purposes

4

103

Income from shares in group undertakings

(211,269

)

(148,685

)

Total tax charge

52,407

103,022

Based on current capital investment plans, the company expects to be able to claim capital allowances in excess of depreciation in future years.

The rate used for closing deferred tax balances is 25%.

7.

DIVIDENDS

2025

2024

£

£

Interim

1,149,719

924,196

8.	TANGIBLE FIXED ASSETS

Improvements

Fixtures

to

Plant and

and

property

machinery

fittings

£

£

£

COST

At 1 January 2025

36,527

25,461

10,638

Additions

-

-

784

At 31 December 2025

36,527

25,461

11,422

DEPRECIATION

At 1 January 2025

36,527

25,461

6,380

Charge for year

-

-

833

At 31 December 2025

36,527

25,461

7,213

NET BOOK VALUE

At 31 December 2025

-

-

4,209

At 31 December 2024

-

-

4,258

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 January 2025

15,001

106,192

193,819

Additions

-

805

1,589

At 31 December 2025

15,001

106,997

195,408

DEPRECIATION

At 1 January 2025

15,001

102,631

186,000

Charge for year

-

1,686

2,519

At 31 December 2025

15,001

104,317

188,519

NET BOOK VALUE

At 31 December 2025

-

2,680

6,889

At 31 December 2024

-

3,561

7,819

9.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

At 1 January 2025

and 31 December 2025

12,806

NET BOOK VALUE

At 31 December 2025

12,806

At 31 December 2024

12,806

The company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Givi France Sarl

Registered office: Parc Entreprises – Zone Industrielle, 01120 Montluel, France

Nature of business: Distribution of motorcycle accessories

%

Class of shares:

holding

Ordinary

89.13

2025

2024

£

£

Aggregate capital and reserves

2,371,259

2,376,296

Profit for the year

830,967

963,122