REGISTERED NUMBER: OC419443 (England and Wales)

Financial Statements for the Year Ended 31 December 2025

for

Madeira UK LLP

Page

General Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DESIGNATED MEMBERS:

Schmidt Beteiligungs Gmbh

Madeira UK Holdings Limited

REGISTERED OFFICE:

4 Barugh Way

Barker Business Park

Melmerby

Ripon

North Yorkshire

HG4 5NG

REGISTERED NUMBER:

OC419443 (England and Wales)

SENIOR STATUTORY AUDITOR:

Antony Sassen FCA

AUDITORS:

S&W Audit

Statutory Auditor

Chartered Accountants

3rd Floor

56 Wellington Street

Leeds

West Yorkshire

LS1 2EE

BANKERS:

Natwest Bank PLC

8 Park Row

Leeds

LS1 5HD

FIXED ASSETS

Intangible assets

4

88,800

133,200

Tangible assets

5

3,668,948

3,894,338

Investments

6

1

1

3,757,749

4,027,539

CURRENT ASSETS

Stocks

996,363

841,613

Debtors

7

954,615

1,118,664

Cash at bank

1,459,501

1,809,914

3,410,479

3,770,191

CREDITORS

Amounts falling due within one year

8

1,014,924

1,614,021

NET CURRENT ASSETS

2,395,555

2,156,170

TOTAL ASSETS LESS CURRENT LIABILITIES

and

NET ASSETS ATTRIBUTABLE TO MEMBERS

6,153,304

6,183,709

LOANS AND OTHER DEBTS DUE TO MEMBERS

10

3,537,529

4,139,690

MEMBERS' OTHER INTERESTS

Capital accounts

1,625,018

1,625,018

Other reserves

11

990,757

419,001

6,153,304

6,183,709

TOTAL MEMBERS' INTERESTS

Loans and other debts due to members

10

3,537,529

4,139,690

Members' other interests

2,615,775

2,044,019

6,153,304

6,183,709

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

In accordance with Section 444 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, the Income Statement has not been delivered.

The financial statements were approved by the members of the LLP and authorised for issue on 22 April 2026 and were signed by:

Schmidt Beteiligungs Gmbh - Designated member

1.	STATUTORY INFORMATION

Madeira UK LLP is registered in England and Wales. The LLP's registered number and registered office address can be found on the General 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" including the provisions of Section 1A "Small Entities" and the requirements of the Statement of Recommended Practice, Accounting by Limited Liability Partnerships. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about Madeira UK LLP as an individual LLP and do not contain consolidated financial information as the parent of a group. The LLP has taken the option under Section 398 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008 not to prepare consolidated financial statements.

Going Concern

The financial statements have been prepared on a going concern basis. The Members have reviewed and considered relevant information, including the annual budget and future cash flows, in making their assessment. Based on these assessments, the Members have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

Turnover

Turnover represents the amounts (excluding value added tax) derived from the provision of goods to customers during the year. Turnover is recognised on dispatch of the goods, being the point at which control and the significant risks and rewards of ownership transfer to the customer.

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the income statement over its useful economic life of 10 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

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 provided at the following annual rates in order to write off each asset over its estimated useful life.

Freehold property - 2% straight line

Plant & Machinery- 10% straight line

Fixtures and fittings - 10% reducing balance

Computer equipment - 33% 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 the income statement.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on an average cost basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Financial instruments

The LLP only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Foreign currencies

Functional and presentation currency

The LLP's functional and presentational currency is GBP (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translational period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement except when deferred in other comprehensive income as qualifying cash flow hedges.

Pension costs and other post-retirement benefits

The LLP operates a defined contribution plan for its employees. A defined contribution plan is a

pension plan under which the LLP pays fixed contributions into a separate entity. Once the

contributions have been paid the LLP has no further payment obligations.

The contributions are recognised as an expense in the income statement when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the LLP in independently administered funds.

Employee benefits

Short term employee benefits, including holiday pay and other similar non monetary benefits, are recognised as an expense in the period in which they are incurred.

Provisions for liabilities

Provisions are made where an event has taken place that gives the LLP a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to the income statement in the year that the LLP becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the balance sheet.

Debtors

Short term debtors are measured at transaction price, less any impairment.

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.

Creditors

Short term creditors are measured at the transaction price.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Operating leases: the LLP as a lessee

Rentals paid under operating leases are charged to the income statement on a straight line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

3.	EMPLOYEE INFORMATION

The average number of employees during the year was 33 (2024 - 32 ) .

4.	INTANGIBLE FIXED ASSETS

Goodwill

£

COST

At 1 January 2025

and 31 December 2025

444,000

AMORTISATION

At 1 January 2025

310,800

Amortisation for year

44,400

At 31 December 2025

355,200

NET BOOK VALUE

At 31 December 2025

88,800

At 31 December 2024

133,200

5.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Plant and

and

Computer

property

machinery

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2025

2,682,950

1,117,738

427,526

149,143

4,377,357

Additions

-

-

204

2,505

2,709

At 31 December 2025

2,682,950

1,117,738

427,730

151,648

4,380,066

DEPRECIATION

At 1 January 2025

87,774

176,581

105,295

113,369

483,019

Charge for year

47,300

114,264

33,029

33,506

228,099

At 31 December 2025

135,074

290,845

138,324

146,875

711,118

NET BOOK VALUE

At 31 December 2025

2,547,876

826,893

289,406

4,773

3,668,948

At 31 December 2024

2,595,176

941,157

322,231

35,774

3,894,338

6.	FIXED ASSET INVESTMENTS

Investments (unlisted) were as follows:

2025

2024

£

£

Shares in group companies

1

1

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

725,816

856,203

Other debtors

228,799

262,461

954,615

1,118,664

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

152,184

165,693

Taxation and social security

367,914

346,968

Other creditors

494,826

1,101,360

1,014,924

1,614,021

9.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

30,959

28,659

Between one and five years

23,546

15,698

54,505

44,357

10.

LOANS AND OTHER DEBTS DUE TO MEMBERS

2025

2024

£

£

Amounts owed to members in respect of profits

3,537,529

4,139,690

Falling due within one year

3,537,529

4,139,690

Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up.

11.

RESERVES

Other

reserves

£

At 1 January 2025

419,001

Undivided profit

571,756

At 31 December 2025

990,757

12.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Antony Sassen FCA (Senior Statutory Auditor)

for and on behalf of S&W Audit

The audit report was signed on 27 April 2026.

13.	PENSION COMMITMENTS

The entity operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the entity in an independently administered fund. The pension cost charge represents contributions payable by the entity to the fund and amounted to £188,693 (2024: £191,726). No contributions were payable to the fund at the balance sheet date.

14.	RELATED PARTY DISCLOSURES

The LLP has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned member companies of the Schmidt Beteiligungs GmbH group. As at year end, there is a loan amount included within other debtors owing from a former member of key management personnel amounting to £150,000 (2024: £190,000). This is expected to be repaid by 30th April 2026.

No further transactions with related parties took place as are required to be reported under Section 1A of FRS 102.

15.	ULTIMATE CONTROLLING PARTY

The LLP is a subsidiary undertaking of Schmidt Beteiligungs GmbH, a company incorporated in Germany.

The largest group in which the results of the LLP are consolidated is that headed by Schmidt Beteiligungs GmbH. The consolidated accounts of the group are available to the public and may be obtained from:

The Company Secretary

Schmidt Beteiligungs GmbH

Zinkmatten Strasse 38

D 79108 Freiburg

Germany