These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

Jones & Shipman Hardinge Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2 Merus Court, Meridian Business Park, Leicester, LE19 1RJ.

These financial statements have been prepared in accordance with FRS 102 and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

During the financial year ended 31 December 2022 the directors decided that the company would cease trading, being the sale of machinery and therefore do not consider the company to be a going concern. The “buyout” of the the Defined Benefit Pension obligations was completed in June 2026 and work is now focused on the windup of the Pension Scheme Accounts and final liquidation the business. The financial statements have therefore been prepared on a basis other than a going concern. No adjustments have been required to the carrying value or classification of assets and liabilities as a result of this decision.

The directors have obtained a legally binding deed confirming the continued support of the ultimate parent undertaking. This support shall remain until the earlier of; the company being dissolved, and an acquirer of the indirect interest in the company, who would support the company on the same terms, is found. The Directors are therefore satisfied that the business will have sufficient cash and access to facilities to complete these actions.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Debtors and creditors with no stated interest rate and receivable or payable within one year are measured at transaction price. Any losses arising from impairment are recognised in the profit and loss account.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

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

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Defined benefit pension scheme

The company operates a defined benefit pension scheme.. For a defined benefit scheme, the amounts charged to operating profit are the current service costs, past service costs and any gains or losses on settlements and curtailments. They are included as part of the staff costs. The interest cost on scheme liabilities and the expected return on assets are included as other finance income/(costs). Actuarial gains and losses, net of deferred tax, are recognised in the statement of comprehensive income.

The defined benefit scheme is held in separate trustee administered funds, with the assets of the scheme held separately from those of the entity. Pension scheme assets are measured at fair value, and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high-quality corporate bond of equivalent currency and term to the scheme liabilities. Full actuarial valuations are obtained triennially and are updated at each balance sheet date. The resulting defined benefit asset or liability is presented separately on the face of the balance sheet.

Surpluses are only recognised when the conditions can be satisfied ensuring the company can benefit from the surplus. The primary condition is that the company has an enforceable right to recover the surplus either through reduced future contributions or a refund.

The cost of providing benefits under defined benefit plans is determined separately for each plan using the projected unit credit method, and is based on actuarial advice.

The change in the net defined benefit liability arising from employee service during the year is recognised as an employee cost. The cost of plan introductions, benefit changes, settlements and curtailments are recognised as an expense in measuring profit or loss in the period in which they arise.

The net interest element is determined by multiplying the net defined benefit liability by the discount rate, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. The net interest is recognised in profit or loss as other finance revenue or cost.

Remeasurement changes comprise actuarial gains and losses, the effect of the asset ceiling and the return on the net defined benefit liability excluding amounts included in net interest. These are recognised immediately in other comprehensive income in the period in which they occur and are not reclassified to profit and loss in subsequent periods.

The net defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defined benefit obligation (using a discount rate based on high quality corporate bonds), less the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information, and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is limited to the amount that may be recovered either through reduced contributions or agreed refunds from the scheme.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The cost of the defined benefit pension plans and other post-employment medical benefits are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and the long-term nature of these plans, such estimates are subject to significant uncertainty. The key assumptions are explained further below.

In determining the appropriate discount rate, management consider the interest rates for the corporate bonds in the respective currency, with extrapolated maturities corresponding to the expected duration of the defined benefit obligation. The underlying bonds are further reviewed for quality, and those having excessive credit spreads are removed from the population of bonds on which the discount rate is based on the basis that they do not represent high quality corporate bonds.

The mortality rate is based on publicly available mortality tables for the specific country.

Future pension increases are based on expected future inflation rates for the respective country.

The average monthly number of persons employed by the company during the year was:

During 2025, the three (2024 - three) Directors' who held roles within the company which were deemed to be inconsequential to their wider roles as Directors of other Group Companies and therefore the Company bears no costs in relation to those Directors. Such costs are borne by other group undertaking, namely L Kellenberger & Co. AG and Hardinge Inc.

The company operates a defined benefit scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension contributions payable by the Company to the fund in the year amounted to £Nil (2024: £355,000).

The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out at 31 December 2025 by A Mack & C Hurry, Fellows of the Institute of Actuaries, on behalf of Hymans Robertson LLP. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

Benefits ceased to accrue after 30 September 2010 and the active members at that date were treated as leavers, therefore, future salary increases have no effect on accrued benefits and no assumption is required for salary growth.

In July 2022, the company agreed a revised Pension recovery plan with future contributions totalling £1,256,000 being payable up to 31 July 2026.

The Actuarial Valuation as at 31 December 2025, for the purposes of FRS102, assessed the scheme as having a defecit of £97,000 (2024: surplus of £250,000). However, as the company is no longer a Going Concern (see Note 1.2) and the directors are in the process of arranging for the "buyout" of the Defined Benefit obligations the surplus has not been recognised on the balance sheet with a corresponding impact on retained earnings.

Assumed life expectations on retirement at age 65:

Amounts recognised in the profit and loss account

Amounts taken to other comprehensive income

The amounts included in the balance sheet arising from the company's obligations in respect of defined benefit plans are as follows:

Movements in the present value of defined benefit obligations

The defined benefit obligations arise from plans which are wholly or partly funded.

Movements in the fair value of plan assets

The actual return on plan assets was £127,000 (2024 - £420,000).

Fair value of plan assets at the reporting period end

The share premium account £7,232,631 (2024: £7,232,631) includes the aggregate net proceeds less nominal value of shares on issue of the company's equity share capital.

As part of the buy-out of the Defined Benefit Pension obligations, the loan owed to Hardinge Kellenberger AG will be off-set against the equity of the company. Therefore, the loan balance of £974,644 (2024: £929,644) is not payable. In these financial statements the loan has been accounted for as a capital contribution, with the intercompany balance written of directly against equity.

This write-off does not affect the Group’s profit or loss but represents a restructuring of capital within the Group. The transaction has been eliminated on consolidation, and no gain or loss has been recognised in the consolidated financial statements.

The profit and loss account represents cumulative profit or loss net of dividends paid.

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

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.

Emphasis of matter

We draw your attention to note 1.2 in the financial statements, which explains that during the previous year the Directors decided to cease trading and therefore do not consider the Company to be a going concern. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 1.2. Our opinion is not modified in respect of this matter.

On 1st of July 2026 Kellenberger Switzerland AG transferred its 12,524,424 ordinary shares of £1.00 each in the Company as a distribution of dividend in kind to Kellenberger Machines Holdings, GmbH.

On 1st of July 2026 Kellenberger Machines Holdings, GmbH transferred its 12,524,424 ordinary shares of £1.00 each in the Company as a distribution of dividend in kind to KB Machines Midco, LLC.

At this date KB Machines Midco, LLC became the immediate parent undertaking.

At the year end, the immediate parent undertaking is Hardinge Kellenberger AG (Previously L Kellenberger & Co. AG), addressed in, Thannäckerstrasse 22, 9403 Goldach, Switzerland (Previously Heiligkreuzstrasse 28, Ch-9008 St. Gallen, Switzerland), a company incorporated in Switzerland.

KB Machines US Holdings LLC, 1755 Britannia Drive, Suite 1A, Elgin, Il 60124, which is incorporated in the USA, is the parent undertaking of the smallest and largest group for which consolidated accounts are prepared.

The ultimate parent company and controlling party is Centre Lane Partners V, LP, One Grand Central Place, 60 East 42nd Street, Suite 2220, New York, NY 10165, which is also incorporated in the USA.