Company registration number 11784588 (England and Wales)
KARO HEALTHCARE UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
KARO HEALTHCARE UK LTD
COMPANY INFORMATION
Directors
J Aspin
C M Lorenzen
S K Kubica
E M Madsen
Company number
11784588
Registered office
The Pearce Building
4th Floor
West Street
Maidenhead
Berkshire
SL6 1RL
Auditor
Azets Audit Services
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
United Kingdom
HP9 2JH
KARO HEALTHCARE UK LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Income statement
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 23
KARO HEALTHCARE UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Principal activities

The principal activity of Karo Healthcare UK Limited (“the company”) continued to be that of marketing and sales of pharmaceutical and healthcare goods.

Business review

The company's revenue continues to grow, going from £51.9m in 2024 to £54.4m in 2025, which reflects a growth of 4.8%. This was driven by significant Lamisil growth through strengthened distribution as well as expansion of our E45 suncare range, continued innovation and strong media activations. This was further supported by strong performance in our footcare business.

The company's key financial and other performance indicators during the year were as follows:

| 2025 | 2024 | Change
| £000s | £000s | %
Revenue | 54,377 | 51,867 | 4.8 4%
Total operating profit Total profit after tax Average number of employees No dividends were recommended. | 1,867 1,339 78 | 1,330 1,197 65 | 39.4% 11.1%

Future developments

The company remains firmly committed to driving growth within the Skin and Foot categories. Continued investment in the marketing of E45 and Lamisil is being advanced through a combination of innovation, targeted digital media campaigns, and close collaboration with external partners.

KARO HEALTHCARE UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal risks and uncertainties continued

The principal risks and uncertainties facing the company can be broadly grouped as regulatory compliance, consumer trends, economic volatility, competitive risks and credit risk. In addition, the political global instability puts additional uncertainties on the economy and the supply chain.

Regulatory compliance

The pharmaceutical industry that the company operates in is subject to extensive regulation. To succeed in regulatory compliance, the company must have the necessary permits and comply with the regulations that its operations are governed by. Such regulatory compliance is resource intensive, financially and operationally. Additionally, new regulatory requirements, including Extended Producer Responsibility (EPR) and plastic tax frameworks, continue to add further complexity to operational planning and compliance.

Consumer trends

Consumer trends show growing demand for trusted, high-quality, safe, and sustainable products, along with increased interest in accessible healthcare information and treatment options. These evolving expectations require the company to continuously adapt products and communication strategies based on consumer feedback and preferences. The associated risk is that failure to keep pace with these trends—particularly around trust, sustainability, and changing healthcare needs—could result in reduced consumer engagement, loss of relevance, and weaker brand performance.

Economic volatility

Economic volatility in the UK consumer healthcare sector typically leads to reduced consumer spending and a shift towards more affordable or private label products. While demand for essential healthcare items remains relatively stable, discretionary products may experience weaker growth. Increased price sensitivity, higher promotional activity, and rising input costs can all place pressure on sales volumes and profit margins. As a result, the company must adapt by adjusting pricing strategies, strengthening value offerings, and improving operational efficiency to remain competitive.

Competitive risks

Competitive risks in the UK consumer healthcare industry are driven by intense market competition, including strong pressure from private label products and established branded rivals. Retailers increasingly promote their own-label alternatives, often at lower prices, which can erode branded market share and pricing power. In addition, frequent product innovation, aggressive promotional activity, and shifting consumer preferences towards value-for-money options intensify competition. High barriers to differentiation in certain categories further increase the risk of margin pressure and loss of brand loyalty.

Foreign exchange rate risk

The company operates in GBP, its functional currency, and Euro and therefore is exposed to exchange rate risks that arise from transactions in currencies other than its functional currency. Steps are taken to manage and hedge this risk via the Karo Group global treasury department.

Credit risk

Credit risk refers to the possibility that one party to a financial instrument may incur a loss if the counterparty fails to meet its obligations. The company’s credit policy is designed to mitigate this risk by establishing defined credit limits and terms for trading. Where these limits are exceeded, advance payments are required, and accounts with overdue invoices may be placed on hold. Receivables and payables are monitored on an ongoing basis at a local level, and provisions for overdue or doubtful debts are recognised where necessary in line with group guidelines.

Liquidity and cash flow risk

The group operates a cash pool facility which makes the local bank balances immaterial in day-to-day operations and reduces the liquidity risk. Karo Healthcare UK Limited would have access to longer term funding from its parent undertaking, if required.

Supply risk

Supply chain challenges—such as rising raw material costs, limited material availability, and ongoing disruptions, continue to impact the entire healthcare sector.

KARO HEALTHCARE UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Section 172 statement
Employees

Employees seek to be part of a purpose-led, inclusive organisation where they feel able to be themselves and are supported in their professional development. To support this, the company conducts regular employee engagement surveys and hosts monthly town hall meetings, providing opportunities for employees to engage directly with senior leadership and the CEO. Internal communication is facilitated through dedicated channels, including the intranet and Viva Engage, ensuring transparency and accessibility of information.

In addition, all employees participate in personal development discussions, supported by ongoing training and coaching initiatives designed to foster growth and enhance capability.

Business relationships with suppliers

Suppliers value collaborative and stable partnerships built on trust, transparency, fairness, and shared

sustainability objectives. The company maintains regular communication and engagement with its direct suppliers, including routine meetings to support strong working relationships. Direct suppliers are assessed annually across key areas such as supply performance, quality, and sustainability, alongside regular quality audits and targeted sustainability audits in higher-risk markets. An annual supplier survey is conducted to evaluate the collective environmental footprint, and the company engages with business partners through ongoing, two-way dialogue on relevant topics.

These activities have strengthened relationships with suppliers, supporting mutual growth and

development, while ensuring that suppliers consistently meet required quality, supply, and sustainability standards. They also provide valuable insights into suppliers’ sustainability strategies, helping to inform and refine the company’s own strategic priorities, and have enhanced collaboration on sustainability initiatives across the supply chain.

Shareholders

The company wants to provide the best-in-class risk-adjusted financial returns for its owners and deliver promises made to the market. The company is committed to delivering value to its shareholders by effectively executing its strategy and staying true to its core purpose.

Competent authorities

The company maintains ongoing engagement with authorities across all its markets, fostering transparent and collaborative relationships through regular communication on regulatory developments, updates, and challenges. It also welcomes inspections and audits as part of its commitment to openness and continuous improvement. This proactive approach has strengthened regulatory compliance and reinforced adherence to industry standards through the implementation of identified improvements.

On behalf of the board

S K Kubica
Director
8 May 2026
KARO HEALTHCARE UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

The directors present their annual report and financial statements for the year ended 31 December 2025.

Results and dividends

The results for the year are set out on page 10.

The profit for the year, after taxation, amounted to £1,338,703 (2024 - £1,197,437).

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

J Aspin
C M Lorenzen
S K Kubica
E M Madsen
Auditor

The auditor, Azets Audit Services, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Energy and carbon report

The company is committed to reducing its environmental impact by embedding sustainability across its value chain. This includes responsible sourcing of raw materials, efficient manufacturing and distribution, and designing packaging to support circularity. The company’s approach to climate change is guided by its broader sustainability strategy, with science-based targets aligned to a 1.5°C pathway, including reducing Scope 1 and 2 emissions by 80% and Scope 3 emissions by 60% by 2030, and achieving net zero emissions across all scopes by 2040. Progress against these targets is supported through initiatives such as supplier engagement, improved packaging design and increased use of renewable energy.

As part of the Streamlined Energy and Carbon Reporting (SECR) regulations, Karo Healthcare UK Limitedare reporting their annual greenhouse gas emissions for the year 2025. This includes all emissions sources for scope 1 and 2 plus scope 3 emissions we deem ourselves responsible for where information is practically available.

KARO HEALTHCARE UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
2025
2024
GHG Emissions
Purchased goods
6,955
7,551
Other*
675
722**
7,630
8,273
* Includes but not limited to, employee commuting, business travel, transportation of goods and waste from operations.
The table shows market based emissions, calculated using the Greenhouse Gas Protocol's guidelines. The energy consumed in the UK office is covered by an Energy Attribute Certificate (EAC). Scope 3 emissions are calculated at group level, the figures reported above are calculated from the UK's ratio of revenue to within the group, except for business travel where UK-specific figures are available.
** The methodology for calulcation the transportation of goods was reviewed and updated; consequently, the 2024 figures have been revised for accurate comparison.
2025
2024
Energy Consumption
(kWh)
(kWh)
Fossil Fuels
- Of which gas
-
-
- Of which transport
-
-
Electricity
- Of which covered by EAC
64
64
Intensity ratio
Intensity ratio - Revenue (/£000)
0.14
0.16
The table shows direct consumption of energy only, as the company does not collect data on energy consumed by suppliers, distributors or partners.
More details on the methodology used are published in Karo's latest sustainability report, available on https://www.karohealthcare.com/.
KARO HEALTHCARE UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the annual report 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;

- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- 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 of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
S K Kubica
Director
8 May 2026
KARO HEALTHCARE UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KARO HEALTHCARE UK LTD
- 7 -
Opinion

We have audited the financial statements of Karo Healthcare UK Ltd (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (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 Auditor's 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

KARO HEALTHCARE UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KARO HEALTHCARE UK LTD (CONTINUED)
- 8 -
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 identifie d material misstatements in the strategic report or the directors' r eport.

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

- 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 directors' r esponsibilities s tatement, 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 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, 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.

Auditor's 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 an auditor's report 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.

A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

KARO HEALTHCARE UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KARO HEALTHCARE UK LTD (CONTINUED)
- 9 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;

- Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

- Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 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.

David Green MA (Cantab) FCA (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
Chartered Accountants and Statutory Auditors
Suites B & D
Burnham Yard
London End
Beaconsfield
Buckinghamshire
HP9 2JH
8 May 2026
KARO HEALTHCARE UK LTD
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
Notes
£
£
Revenue
3
54,376,990
51,866,692
Cost of sales
(24,954,013)
(21,720,818)
Gross profit
29,422,977
30,145,874
Administrative expenses
(27,556,145)
(28,815,444)
Operating profit
4
1,866,832
1,330,430
Investment income
8
1,225,360
993,853
Finance costs
9
(1,294,020)
(730,561)
Profit before taxation
1,798,172
1,593,722
Tax on profit
10
(459,469)
(396,285)
Profit and total comprehensive income for the financial year
19
1,338,703
1,197,437

The notes on pages 13 to 23 form part of these financial statements.

KARO HEALTHCARE UK LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
11
55,106
30,142
Current assets
Inventories
12
7,406,294
11,510,079
Trade and other receivables
13
15,091,999
15,404,066
Cash and cash equivalents
36,647,260
15,294,657
59,145,553
42,208,802
Current liabilities
14
(55,267,738)
(39,654,966)
Net current assets
3,877,815
2,553,836
Total assets less current liabilities
3,932,921
2,583,978
Non-current liabilities
14
(6,782)
-
Liabilities - amounts falling due within one year
Amounts falling due within one year
(5,954)
(2,496)
Net assets
3,920,185
2,581,482
Equity
Called up share capital
18
1,000
1,000
Retained earnings
19
3,919,185
2,580,482
Total equity
3,920,185
2,581,482

The notes on pages 13 to 23 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 8 May 2026 and are signed on its behalf by:
S K Kubica
Director
Company registration number 11784588
KARO HEALTHCARE UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 January 2024
1,000
1,383,045
1,384,045
Year ended 31 December 2024:
Profit and total comprehensive income
-
1,197,437
1,197,437
Balance at 31 December 2024
1,000
2,580,482
2,581,482
Year ended 31 December 2025:
Profit and total comprehensive income
-
1,338,703
1,338,703
Balance at 31 December 2025
1,000
3,919,185
3,920,185

The notes on pages 13 to 23 form part of these financial statements.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information

Karo Healthcare UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is The Pearce Building, 4th Floor, West Street, Maidenhead, Berkshire, SL6 1RL. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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.

The company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework. The financial statements for the year ended 31 December 2024 were prepared in accordance with FRS 101.

- the requirements of IFRS 7 Financial Instruments: Disclosures;

- the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement;

- the requirements paragraphs 10(d), 10(f), 16, 38A to 380,111 and 134-136 of IAS 1 Presentation of Financial Statements;

- the requirements of IAS 7 Statement of Cash Flows;

- the requirements of paragraph17 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.

Where required, equivalent disclosures are given in the group accounts of Karo Intressenter Holding AB. The group accounts of Karo Intressenter Holding AB are available to the public and can be obtained as set out in note 21,

1.2
Going concern

The directors have at the time of approving the financial statements, a reasonable expectation that the true company has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Revenue

Revenue represents the invoiced value of goods supplied, net of trade rebates, and excluding v alue added tax. Revenue is recognised when the risks and rewards of ownership have passed to the buyer and the amount of revenue can be reliably measured.

Product sales are measured once the goods have been delivered to the customer. Rebates are accrued upon the sale of the product at the rates agreed with the customers.

The company recognises revenue from the sale of goods. There are no other sources of revenue.

The performance obligations are satisfied once the goods are deliverd to the customers. Payment terms are dependant on individual customers.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Equipment and tools
Useful life - 3 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.5
Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
Inventories

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Inventories held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

1.7
Cash and cash equivalents

Cash and cash equivalents 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.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
1.8
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.9
Financial liabilities

The company recogni s es financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

Other financial liabilities

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.10
Equity instruments

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

1.11
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.15

Transfer pricing

Transfer pricing adjustments are made inline with the transfer pricing agreement and are included within administration expenses.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 18 -
2
Critical accounting estimates and judgements

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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Stock provision

The company has recognised a provision of stock. The judgements, estimates and associated assumptions necessary to calculate this provision are based on group policy, historcial experience and other reasonable factors.

3
Revenue

Revenue represents the invoiced value of goods supplied, net of trade rebates, and excluding value added tax.

Included within Intercompany revenue is sales of marketing services of £3,307,107 (2024: £2,507,889).

2025
2024
£
£
Revenue analysed by class of business
Sales to third parties
49,693,020
48,022,549
Intercompany sales
4,683,970
3,844,143
54,376,990
51,866,692
2025
2024
£
£
Revenue analysed by geographical market
United Kingdom
48,034,607
47,811,148
Europe
4,755,609
3,839,381
Ireland
875,166
216,163
Rest of the world
711,608
-
54,376,990
51,866,692
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
2,782,309
(959,789)
Depreciation of property, plant and equipment
19,418
6,904
Cost of inventories recognised as an expense
23,598,072
22,793,442
KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
64,500
61,425
For other services
Tax services
5,150
-
0
Other services
5,350
-
0
Total non-audit fees
10,500
-
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Administration
30
11
Marketing and Distribution
48
53
Total
78
64

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
5,538,744
4,181,895
Social security costs
904,415
640,846
Pension costs
320,446
235,962
6,763,605
5,058,703

Redundancy payments in the year amount to £31,144 (2024 - £39,688).

The directors are considered the key management personnel of the Company.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
444,145
317,566
Company pension contributions to defined contribution schemes
18,865
16,328
463,010
333,894

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 3).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
262,429
179,007
Company pension contributions to defined contribution schemes
12,516
11,366

8
Investment income
2025
2024
£
£
Interest income
Bank interest and group cash pooling
1,225,360
993,853
9
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Bank interest payable and group cash pooling
1,294,020
730,561
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
455,528
394,272
Deferred tax
Origination and reversal of temporary differences
3,941
2,013
Total tax charge
459,469
396,285
KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
10
Taxation
(Continued)
- 21 -

The corporation tax rate remains at 25% and the small profits rate at 19%.

The charge for the year can be reconciled to the profit per the income statement as follows:

2025
2024
£
£
Profit before taxation
1,798,172
1,593,722
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
449,543
398,431
Effect of expenses not deductible in determining taxable profit
9,926
10,113
Permanent capital allowances in excess of depreciation
-
0
(12,371)
Other non-reversing timing differences
-
112
Taxation charge for the year
459,469
396,285
11
Property, plant and equipment
Equipment and tools
£
Cost
At 1 January 2025
37,046
Additions
44,382
At 31 December 2025
81,428
Accumulated depreciation and impairment
At 1 January 2025
6,904
Charge for the year
19,418
At 31 December 2025
26,322
Carrying amount
At 31 December 2025
55,106
At 31 December 2024
30,142
12
Inventories
2025
2024
£
£
Finished goods
7,406,294
11,510,079

An impairment arising of £1,468,567 (20 24: £77,766) due to slow-moving and obsolete stock was recognise d in cost of sales during the year.

KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
13
Trade and other receivables
2025
2024
£
£
Trade receivables
13,157,946
13,508,820
Corporation tax recoverable
165,704
352,035
Receivables from group companies
1,565,455
1,486,655
Other receivables
29,125
-
Prepayments and accrued income
173,769
56,556
15,091,999
15,404,066

Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.

Receivables due from group companies are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

14
Liabilities
Current
Non-current
2025
2024
2025
2024
Notes
£
£
£
£
Borrowings
15
42,760,634
25,152,566
-
0
-
0
Trade and other payables
16
11,020,437
13,706,201
6,782
-
0
Taxation and social security
1,486,667
796,199
-
-
55,267,738
39,654,966
6,782
-
15
Borrowings
2025
2024
£
£
Borrowings held at amortised cost:
Bank overdrafts
42,760,634
25,152,566

16
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
5,607,136
4,975,203
-
0
-
0
Amount owed to fellow group undertakings
2,689,253
6,003,537
-
0
-
0
Accruals and deferred income
2,708,996
2,727,461
-
0
-
0
Other payables
15,052
-
6,782
-
11,020,437
13,706,201
6,782
-
KARO HEALTHCARE UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
Trade and other payables
(Continued)
- 23 -

Amounts due to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

17
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
320,446
235,962

The company operates a defined contribution pension scheme for all qualifying employees with a year end liability of £60,566 (2024: £42,269). The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
19
Retained earnings

Profit and loss account

The profit and loss account includes all current and prior period retained profit and losses made by the company.

20
Related party transactions

The Company has taken advantage of the exemption of FRS 101 not to disclose details of transactions with other wholly owned group undertakings.

21
Controlling party

At the year end, the immediate parent undertaking and the largest and smallest group of undertakings of which the company is a member and for which group financial statements are prepared, is Karo Intressenter Holding AB, a company incorporated in Sweden which is ultimately controlled by KKR Core Investors II (C) LP, incorporated in the Cayman Island. Copies of the group financial statements of Karo Intressenter Holding AB are available from Box 16184, SE-103 24 Stockholm, Sweden.

The previously ultimate controlling party prior to KKR Core Investors II (C) LP was EQT VIII SC SP incorporated in Luxembourg.

The Company continues to receive the support of its parent undertaking, Karo Healthcare AB registered in Sweden.

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