REGISTERED NUMBER: 02110690 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2025

for

Medi UK Ltd

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

8

Statement of Financial Position

9

Statement of Changes in Equity

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

A M L Holman

G C Sciuchetti

REGISTERED OFFICE:

Plough Lane

Hereford

Herefordshire

HR4 0EL

REGISTERED NUMBER:

02110690 (England and Wales)

AUDITORS:

Thorne Widgery Accountancy Ltd

Chartered Accountants

Statutory Auditors

2 Wyevale Business Park

Kings Acre

Hereford

Herefordshire

HR4 7BS

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

REVIEW OF BUSINESS

medi UK Ltd continues its principal activity to provide high quality medical devices to the Vascular and Orthopaedic markets within the UK healthcare sector. The majority of our business is with the NHS, both in acute and primary care. Growth has been achieved across most areas as we continue to help NHS Trusts to achieve the Government aim of bringing healthcare closer to home.

As the growth continues, we have invested in our Clinical team to support our customers.

We are committed to a sustainable future and to improving the environment, economy and wellbeing of the world in which we operate. In line with the National Health Service we are committed to becoming carbon neutral by 2045. The company fleet is now 70% electric and our packaging of products has been reduced in volume by 50% since 2019. Recycled materials now account of 85% of medi packing.

PRINCIPAL RISKS AND UNCERTAINTIES

Increasing costs of raw materials, fuel and labour have all had an impact on our business. medi UK are part of a global organisation and worldwide we have been able to mitigate the costs to some degree by forward purchasing raw materials and power supply.

Global supply chain disruptions have been identified as a risk and we continued to hold elevated stock levels to mitigate against any stock shortages.

Cyber security remains a focus for us with continued investments in training and support to help reduce the risks.

ON BEHALF OF THE BOARD:

A M L Holman - Director

17 April 2026

The directors present their report with the financial statements of the company for the year ended 31 December 2025.

DIVIDENDS

The total distribution of dividends for the year ended 31 December 2025 will be £ 850,000 .

DIRECTORS

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

A M L Holman

G C Sciuchetti

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Thorne Widgery Accountancy Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

A M L Holman - Director

17 April 2026

Opinion

We have audited the financial statements of Medi UK Ltd (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

Based on our understanding of the Company, we identified that the principal risks of non-compliance with laws and regulations related to breaches of UK regulatory principles, such as those governed by the British Standards Institution, and we considered the extent to which non-compliance might have a material effect on the financial statements of the Company. We also considered those laws and regulations that have a direct impact on the financial statements of the Company such as the Companies Act 2006, the British Standards Institution and UK tax legislation.

We have also 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 are related to management bias in accounting estimates and judgemental areas of the financial statements.

Audit procedures performed by the engagement team included:

- Discussions with the Board, Management and Company Secretary involved in the Risk and Compliance functions and the Company's legal function, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

- Evaluation and testing of the operating effectiveness of management's controls designed to prevent and detect irregularities;

- Assessment of matters reported on the Company's fraud register and the results of management's investigation of such matters;

- Identifying and testing journal entries based on risk criteria;

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

- Testing transactions entered into outside the normal course of the Company's business as appropriate.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

KEVIN TONG ACA FCCA (Senior Statutory Auditor)

for and on behalf of Thorne Widgery Accountancy Ltd

Chartered Accountants

Statutory Auditors

2 Wyevale Business Park

Kings Acre

Hereford

Herefordshire

HR4 7BS

24 April 2026

TURNOVER

3

23,854,087

21,893,050

Cost of sales

(12,618,549

)

(11,376,991

)

GROSS PROFIT

11,235,538

10,516,059

Distribution costs

(3,235,486

)

(3,027,492

)

Administrative expenses

(5,553,084

)

(5,234,412

)

OPERATING PROFIT

6

2,446,968

2,254,155

Interest receivable and similar income

22,660

29,359

PROFIT BEFORE TAXATION

2,469,628

2,283,514

Tax on profit

7

(630,144

)

(573,909

)

PROFIT FOR THE FINANCIAL YEAR

1,839,484

1,709,605

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,839,484

1,709,605

FIXED ASSETS

Tangible assets

9

135,689

205,867

CURRENT ASSETS

Stocks

10

2,491,402

2,130,757

Debtors

11

4,056,355

3,534,394

Cash at bank and in hand

1,417,964

1,517,386

7,965,721

7,182,537

CREDITORS

Amounts falling due within one year

12

(1,918,125

)

(2,190,959

)

NET CURRENT ASSETS

6,047,596

4,991,578

TOTAL ASSETS LESS CURRENT LIABILITIES

6,183,285

5,197,445

PROVISIONS FOR LIABILITIES

14

(28,930

)

(32,574

)

NET ASSETS

6,154,355

5,164,871

CAPITAL AND RESERVES

Called up share capital

15

100,000

100,000

Retained earnings

16

6,054,355

5,064,871

SHAREHOLDERS' FUNDS

6,154,355

5,164,871

The financial statements were approved by the Board of Directors and authorised for issue on 17 April 2026 and were signed on its behalf by:

A M L Holman - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2024

100,000

4,855,266

4,955,266

Changes in equity

Dividends

-

(1,500,000

)

(1,500,000

)

Total comprehensive income

-

1,709,605

1,709,605

Balance at 31 December 2024

100,000

5,064,871

5,164,871

Changes in equity

Dividends

-

(850,000

)

(850,000

)

Total comprehensive income

-

1,839,484

1,839,484

Balance at 31 December 2025

100,000

6,054,355

6,154,355

Cash flows from operating activities

Cash generated from operations

1

1,288,845

2,708,640

Tax paid

(570,293

)

(526,323

)

Net cash from operating activities

718,552

2,182,317

Cash flows from investing activities

Purchase of tangible fixed assets

(6,484

)

(144,409

)

Sale of tangible fixed assets

15,850

3,299

Interest received

22,660

29,359

Net cash from investing activities

32,026

(111,751

)

Cash flows from financing activities

Equity dividends paid

(850,000

)

(1,500,000

)

Net cash from financing activities

(850,000

)

(1,500,000

)

(Decrease)/increase in cash and cash equivalents

(99,422

)

570,566

Cash and cash equivalents at beginning of year

2

1,517,386

946,820

Cash and cash equivalents at end of year

2

1,417,964

1,517,386

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.25

31.12.24

£

£

Profit before taxation

2,469,628

2,283,514

Depreciation charges

64,422

24,740

Profit on disposal of fixed assets

(3,750

)

(3,244

)

Finance income

(22,660

)

(29,359

)

2,507,640

2,275,651

(Increase)/decrease in stocks

(345,741

)

134,687

Increase in trade and other debtors

(518,869

)

(388,375

)

(Decrease)/increase in trade and other creditors

(354,185

)

686,677

Cash generated from operations

1,288,845

2,708,640

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,417,964

1,517,386

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

1,517,386

946,820

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

1,517,386

(99,422

)

1,417,964

1,517,386

(99,422

)

1,417,964

Total

1,517,386

(99,422

)

1,417,964

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going Concern basis

The directors have considered the basis on which the financial statements have been prepared and are confident that the going concern basis is appropriate for the following reasons:

medi UK continued to adapt its approach to the ever-changing UK healthcare market. We have developed alternative routes to market and launched successful brand-new product concepts. Our focus remains on supporting UK clinicians in their demanding roles.

Through prudent cost control and targeted sales activity, the company has exceeded the 2025 budget in sales and profit, adding to the capital of the company. The strong performance in business in 2025 shows the approach from medi UK has been well received.

The company continued to trade profitably in the financial year.

medi Holdings 2009 GmbH, the Parent company, has confirmed it will continue to provide support as and when required for a period of at least twelve months from the date the financial statements are signed off.

A service contract extension of five years from August 2025 has been agreed with our UK service provider, Limbco. This allows for stability in all areas of our trading and encourages investment for both companies.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Equipment

-

Straight line over 5 years

Motor vehicles

-

Straight line to an estimated residual value over three years

Computer equipment

-

Straight line over 3 years

Stocks

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

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

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

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

3.

TURNOVER

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

4.	EMPLOYEES AND DIRECTORS

31.12.25

31.12.24

£

£

Wages and salaries

2,937,931

2,817,361

Social security costs

409,579

374,837

Other pension costs

335,412

263,514

3,682,922

3,455,712

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

31.12.25

31.12.24

Directors

1

1

Management and administrative staff

6

14

Sales staff

35

30

42

45

5.	DIRECTORS' EMOLUMENTS

31.12.25

31.12.24

£

£

Directors' remuneration

137,760

116,378

6.	OPERATING PROFIT

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

31.12.25

31.12.24

£

£

Hire of plant and machinery

1,248

1,617

Depreciation - owned assets

64,562

24,739

Profit on disposal of fixed assets

(3,750

)

(3,244

)

Auditors remuneration

16,555

14,396

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.12.25

31.12.24

£

£

Current tax:

UK corporation tax

633,788

540,294

Deferred tax

(3,644

)

33,615

Tax on profit

630,144

573,909

8.

DIVIDENDS

During the year, total dividends of £850,000 (2024: £1,500,000) were paid to the parent company Medi Holdings 2009 GmbH.

9.	TANGIBLE FIXED ASSETS

Motor

Computer

Equipment

vehicles

equipment

Totals

£

£

£

£

COST

At 1 January 2025

47,526

212,030

25,393

284,949

Additions

3,644

-

2,840

6,484

Disposals

-

(45,000

)

-

(45,000

)

At 31 December 2025

51,170

167,030

28,233

246,433

DEPRECIATION

At 1 January 2025

14,843

41,900

22,339

79,082

Charge for year

7,396

55,750

1,416

64,562

Eliminated on disposal

-

(32,900

)

-

(32,900

)

At 31 December 2025

22,239

64,750

23,755

110,744

NET BOOK VALUE

At 31 December 2025

28,931

102,280

4,478

135,689

At 31 December 2024

32,683

170,130

3,054

205,867

10.

STOCKS

31.12.25

31.12.24

£

£

Stocks

2,491,402

2,130,757

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade debtors

3,913,893

3,392,337

Other debtors

142,462

127,153

Amounts owed by group undertakings

-

14,904

4,056,355

3,534,394

A deferred tax asset has arisen due to the taxable effect of timing differences of tangible fixed assets. These timing differences are expected to reduce in future periods.

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Trade creditors

396,825

327,674

Amounts owed to group undertakings

335,664

649,164

Tax

281,294

217,799

Social security & other taxes

80,007

85,203

VAT

578,757

395,477

Other creditors

(1,200

)

254

Accruals and deferred income

246,778

515,388

1,918,125

2,190,959

13.	LEASING AGREEMENTS

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

31.12.25

31.12.24

£

£

Within one year

190,266

237,579

Between one and five years

85,858

168,670

276,124

406,249

14.	PROVISIONS FOR LIABILITIES

31.12.25

31.12.24

£

£

Deferred tax

28,930

32,574

Deferred

tax

£

Balance at 1 January 2025

32,574

Movement in year

(3,644

)

Balance at 31 December 2025

28,930

15.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

100,000

Ordinary

£1

100,000

100,000

16.

RESERVES

Retained

earnings

£

At 1 January 2025

5,064,871

Profit for the year

1,839,484

Dividends

(850,000

)

At 31 December 2025

6,054,355

17.	PENSION COMMITMENTS

The company encourages its employees to provide for their retirement. It matches contributions made by an employee to his or her personal pension scheme up to certain levels. Contributions payable under this policy are charged to the profit and loss account in the period to which they relate.

18.	ULTIMATE PARENT COMPANY

Medi Holdings 2009 GmbH (incorporated in Germany ) is regarded by the directors as being the company's ultimate parent company.