Zeb_Buyer_UK_Limited

Independent auditor's report to the members of Zeb Buyer UK Limited

Opinion

We have audited the financial statements of Zeb Buyer UK Limited, which comprise the Statement of comprehensive income, the Balance sheet and the Statement of changes in equity for the period ended 31 December 2024, and the related notes to the financial statements, including a summary of material accounting policy information.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework'.

In our opinion, Zeb Buyer UK Limited's financial statements:

give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice of the assets, liabilities and financial position of the Company as at 31 December 2024 and of its financial performance for the period then ended; 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 'Responsibilities of the auditor 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, namely the FRC's Ethical Standard and the ethical pronouncements established by Chartered Accountants Ireland, applied as determined to be appropriate in the circumstances of the entity. 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 director's 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 the date when the financial statements are authorised for issue.

Our responsibilities, and the responsibilities of the director, with respect to going concern are described in the relevant sections of this report.

Page 1

Independent auditor's report to the members of Zeb Buyer UK Limited (continued)

Other matter

The period ended 31 December 2024 was the first accounting period of the Company since incorporation. Grant Thornton (NI) LLP were appointed as external auditors for the 9 month period.

Other information

Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Director's report . The director are responsible for the other information. 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 in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 Director's report for the period 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 we have 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

Page 2

Independent auditor's report to the members of Zeb Buyer UK Limited (continued)

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 take advantage of the small companies' exemptions from the requirement to prepare a strategic report or in preparing the Director's report.

Page 2

Independent auditor's report to the members of Zeb Buyer UK Limited (continued)

Responsibilities of management and those charged with governance for the financial statements

Management is responsible for the preparation of the financial statements which give a true and fair view in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS101 and for such internal control as the director determine 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, management 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 management either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Responsibilities of the auditor for the audit of the financial statements

The objectives of an auditor 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 Auditor's report that includes their 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.

A further description of an auditor's 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 auditor's report.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of noncompliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatement in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK).

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

Based on our understanding of the Company and industry, we identified that the principal risks of noncompliance with laws and regulations related to Data Privacy Laws, and we considered the extent to which noncompliance 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 Companies Act 2006 and applicable tax laws. The Audit engagement partner considered the experience and expertise of the engagement team to ensure that the team had appropriate competence and capabilities to identify or recognise noncompliance with the laws and regulations. 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 manipulate financial performance and management bias through judgements and assumptions in significant accounting estimates, in particular in relation to significant oneoff or unusual transactions.

Page 3

Independent auditor's report to the members of Zeb Buyer UK Limited (continued)

We apply professional scepticism through the audit to consider potential deliberate omission or concealment of significant transactions, or incomplete/inaccurate disclosures in the financial statements.

In response to these principal risks, our audit procedures included but were not limited to:

inquiries of management on the policies and procedures in place regarding compliance with laws and regulations, including consideration of known or suspected instances of noncompliance and whether they have knowledge of any actual, suspected or alleged fraud;

inspection of the Company's regulatory and legal correspondence and review of minutes of the board of directors meetings during the year to corroborate inquiries made;

gaining an understanding of the internal controls established to mitigate risk related to fraud;

discussion amongst the engagement team in relation to the identified laws and regulations and regarding the risk of fraud, and remaining alert to any indications of noncompliance or opportunities for fraudulent manipulation of financial statements throughout the audit;

identifying and testing journal entries to address the risk of inappropriate journals and management override of controls;

designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing;

challenging assumptions and judgements made by management in their significant accounting estimates; and

review of the financial statement disclosures to underlying supporting documentation and inquiries of management.

The primary responsibility for the prevention and detection of irregularities including fraud rests with those charged with governance and management. As with any audit, there remains a risk of nondetection or irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or override of internal controls.

The purpose of our audit work and to whom we owe our responsibilities

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 auditor's 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.

Nikita Lynn FCA (Senior statutory auditor)

for and on behalf of

Grant Thornton (NI) LLP

Chartered Accountants

Statutory Auditors

Belfast

29 September 2025

Page 4

Zeb Buyer UK Limited

Registered number:15543134

Balance sheet

As at 31 December 2024

2024

Note

Fixed assets

Tangible assets

68,892

Investments

2,888,785

2,957,677

Current assets

Debtors: amounts falling due within one year

187,539

Cash at bank and in hand

29,048

216,587

Current liabilities

Creditors: amounts falling due within one year

(383,034)

(166,447)

Net current (liabilities)/assets

Total assets less current liabilities

2,791,230

Creditors: amounts falling due after more than one year

(40,906)

Net assets

2,750,324

Capital and reserves

Called up share capital

Capital contribution reserves

2,888,785

Profit and loss account

(138,462)

Shareholders' funds

2,750,324

Page 5

Zeb Buyer UK Limited

Registered number:15543134

Balance sheet (continued)

As at 31 December 2024

The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

Carl Lee Lowder

Director

Date: 29 September 2025

The notes on pages 8 to 16 form part of these financial statements.

Page 6

Zeb Buyer UK Limited

Statement of changes in equity

For the period ended 31 December 2024

Capital contribution reserves

Called up share capital

Profit and loss account

Total equity

At 6 March 2024

Loss for the period

(138,462)

Shares issued during the period

Capital contribution

2,888,785

At 31 December 2024

2,888,785

(138,462)

2,750,324

The notes on pages 8 to 16 form part of these financial statements.

Page 7

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

General information

Zeb Buyer UK Limited is a company limited by shares incorporated in United Kingdom. The principal business of Company is that of a holding company. The parent company which owns all of share capital is in US i.e Zeb Buyer LLC.

The registered number of the company is Suite 1, 7th Floor 50 Broadway, London, England, SW1H 0DB which is also the principal place of business of the Company. The nature of the Company's operations and its principal activities are set out in the Director's Report. The financial statements have been presented in Pounds Sterling (£) which is also the functional currency of the Company.

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 Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

New standards adopted as at 1 January 2024

The following amendments are effective for the period beginning 1 January 2024:

Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023);

Amendments to IAS 1 Presentation of Financial Statements:

Classification of Liabilities as Current or Noncurrent Date (issued on 23 January 2020);

Classification of Liabilities as Current or Noncurrent Deferral of Effective Date (issued on 15 July 2020); and

Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (issued on 22 September 2022).

These accounting pronouncements which have become effective from 1 January 2024 and have therefore been adopted in these financial statements do not have a significant impact on the Company's financial results of position.

Page 8

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

Accounting policies (continued)

2.3

Financial Reporting Standard 101 reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:

the requirements of IFRS 7 Financial Instruments: Disclosures

the requirements of paragraphs 9199 of IFRS 13 Fair Value Measurement

the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total

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

paragraph 79(a)(iv) of IAS 1;

paragraph 118(e) of IAS 38 Intangible Assets;

the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134136 of IAS 1 Presentation of Financial Statements

the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)134(f) and 135(c)135(e) of IAS 36 Impairment of Assets.

This information is included in the consolidated financial statements of Zeb Buyer LLC as at 31 December 2024 and these financial statements may be obtained from 10225 Westmoor Dr., Westminister, CO 80021.

2.4

Exemption from preparing consolidated financial statements

The Company has taken advantage of the exemption conferred by Section 401 of the Companies Act 2006 not to produce consolidated financial statements as it is included in the consolidated financial statements of a parent undertaking, ZEB Buyer LLC, established under the law of United States. The financial statements contain information relating to the Company as an individual undertaking and do not contain consolidated financial information as the parent of a group.

2.5

Going concern

On the basis that the parent company, Zeb Buyer LLC, has expressed its willingness to provide the necessary financial support to ensure that the company can meet its liabilities as they fall due for a period of at least 12 months from the date of this report, the financial statements have been prepared on a going concern basis accordingly.

Page 9

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

Accounting policies (continued)

2.6

Operating leases: the Company as lessor

Rental income from operating leases is credited to profit or loss on a straightline basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straightline basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straightline method.

Depreciation is provided on the following basis:

Motor vehicles

4 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.9

Debtors

Shortterm 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

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

Accounting policies (continued)

2.10

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.11

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The judgements, estimates and assumptions used in the financial statements are based upon management's evaluation of the relevant facts and circumstances as of the date of the financial statements. Actual results could differ from these estimates, and the effect of any change in estimates will be adjusted in the financial statements when they become reasonably determinable.

Judgements, estimates and assumptions are continually evaluated and are based on historical experience and

other factors, including expectations of future events that are believed to be reasonable under these circumstances.

Estimating the incremental borrowing rate on lease liabilities

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the rightofuse asset in a similar economic environment. The IBR therefore reflects what the Company 'would have to pay', which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entityspecific estimates (such as the Company's standalone credit rating).

Page 11

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

Employees

Period ended

31 December

2024

Wages and salaries

100,812

Social security costs

17,741

118,553

The average monthly number of employees, excluding the directors, during the year was 9. The Directors' were remunerated for their services in a related entity, Zeb Buyer LLC.

Tangible fixed assets

Motor vehicles

Cost or valuation

Additions

71,362

At 31 December 2024

71,362

Depreciation

Charge for the period

2,470

At 31 December 2024

2,470

Net book value

At 31 December 2024

68,892

Motor vehicles with a carrying value of £68,892 are held under finance leases.

Page 12

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

Fixed asset investments

Investments in subsidiary companies

Cost or valuation

Additions

2,888,785

At 31 December 2024

2,888,785

Subsidiary undertaking

The following was a subsidiary undertaking of the Company:

Class of shares

Name

Registered office

Principal activity

Holding

ZimVie Taiwan Co., Ltd

Taipei City, Taiwan

Healthcare

Ordinary

100

Debtors

2024

Amounts owed by group undertakings

187,539

Amounts owed by group undertakings are unsecured, interest free and repayable on demand.

Page 13

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

Cash and cash equivalents

2024

Cash at bank and in hand

29,048

Creditors: Amounts falling due within one year

2024

Amounts owed to group undertakings

227,223

Lease liabilities

30,457

Accruals and deferred income

125,354

383,034

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

10.

Creditors: Amounts falling due after more than one year

2024

Lease liabilities

40,906

Page 14

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

Leases

11.

Company as a lessee

Finance lease liabilities are secured by the related assets held under finance lease (see note 6).

Lease liabilities are due as follows:

2024

Not later than one year

30,457

Between one year and five years

40,906

71,363

The changes in the Company's liability arising from financing activity relating to lease liabilities is as follows:

2024

Balance as at 1 January 2024

Additions

71,363

Payments

Accretion of interest

Closing balance

71,363

12.

Share capital

2024

Allotted, called up and fully paid

1 Ordinary share of £1.00

During the period, 1 Ordinary share was issued at par value for consideration of £1.

Page 15

Zeb Buyer UK Limited

Notes to the financial statements

For the period ended 31 December 2024

13.

Reserves

Capital contribution reserves

This relates to the investment consideration bourne by the Parent Company.

Profit and loss account

This includes all current retained profits and losses.

14.

Related party transactions

The Company has taken advantage of the exemption given in FRS 101. This exemption permits nondisclosure of related party transactions of a whollyowned subsidiary company within the group.

15.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

16.

Controlling party

The immediate and ultimate controlling party is Zeb Buyer LLC, a company incorporated in the United States of America.

The smallest and largest group in which the results of the Company are consolidated is that headed by Zeb Buyer LLC, a company registered in United States of America. These accounts can be obtained by written application from the parent company's registered office at 10225 Westmoor Dr., Westminister, CO 8002

Page 16