REGISTERED NUMBER: 02188200 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

HAMILTON SALES & SERVICE

UK LTD

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Income Statement

8

Other Comprehensive Income

9

Balance Sheet

10

Statement of Changes in Equity

11

Cash Flow Statement

12

Notes to the Cash Flow Statement

13

Notes to the Financial Statements

14

DIRECTOR:

T S Liner

REGISTERED OFFICE:

Unit 1 Forge Mills

Park Station Road

Coleshill

Birmingham

B46 1JH

REGISTERED NUMBER:

02188200 (England and Wales)

AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

Corner Oak

1 Homer Road

Solihull

B91 3QG

The director presents his strategic report for the year ended 30 November 2025.

REVIEW OF BUSINESS

2025 was a positive year for Hamilton Sales & Service UK Ltd and we achieved higher than our target due to some strategic initiatives and the strength of the team. This performance was against the trend seen in the market in our Biotech segment.

The year started with good momentum and the pipeline was healthy with good sales in Q1 and then a decline in Q2 which was anticipated as it took time to define and mature opportunities. The observation is that the timeline for an opportunity to develop and come through to an order is several months longer than in previous years with additional complexity in associated paperwork.

The complexity of some customer types increased with their needs for lengthy surveys, involved legislative paperwork and tedious procurement processes. The levels of their own internal justifications and the requirement for us to complete lengthy documents created some timeline challenges in 2025 and some additional challenges for a lean team organisation. We observed the average sale value increased markedly in 2024/2025 and this meant higher revenue but less unit sales.

There is still a stream of second hand or surplus equipment that has an impact on sales pipeline, but this had less impact in 2025 and was managed well locally.

There was an increase in consumables sales in 2025 as previous customer surplus stocks dwindled and the matching the increase in sales. We had some targeted campaigns for promotions of green environmentally friendly consumables that have started to gain traction in the market with key customers.

The support side of the business had a good performance and remains efficient and profitable.

We finished the year with a final figure of around 20 million GBP and around 33 System units with additional sales of ML Prep instruments. The trend for Hamilton seems to be less instruments unit sales but much higher average price of sale which leaves a gap in the market for competitors at the lower end of the market.

We have a good pipeline to carry into 2026 but whether the market can match the expectation for growth is undefined with global economic influences having an overall negative impact.

Our level of profitability remains healthy in Hamilton Sales & Service UK Ltd.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk for 2026 is the global instability and economic impacts of USA foreign policies. staff costs or the juxtaposition that they may seek more automation to reduce staff costs.

DEVELOPMENT AND PERFORMANCE

We have limited resources available in 2026 to support the expected growth.

KEY PERFORMANCE INDICATORS

The key performance is measured on units sold, gross and net profit. Robotics did not reach the internally set budget target but still had a healthy income, controlled OPEX and a good margin of profitability.

The UK organisation remains operationally lean and efficient despite internal COGS increases and local utility and general expense increases.

ON BEHALF OF THE BOARD:

T S Liner - Director

2 April 2026

The director presents his report with the financial statements of the company for the year ended 30 November 2025.

DIVIDENDS

The total distribution of dividends for the year ended 30 November 2025 was £5,000,000 (2024: £6,000,000).

DIRECTORS

The directors who have held office during the period from 1 December 2024 to the date of this report are as follows:

G Viglino-Caviezel - resigned 20 October 2025

T S Liner - appointed 1 April 2025

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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, Prime, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

ON BEHALF OF THE BOARD:

T S Liner - Director

2 April 2026

Opinion

We have audited the financial statements of Hamilton Sales & Service UK Ltd (the 'company') for the year ended 30 November 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 30 November 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, 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 Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the industry sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence;

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC and other relevant parties.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Luke Edwards ACA FCCA (Senior Statutory Auditor)

for and on behalf of Prime

Chartered Accountants

Statutory Auditor

Corner Oak

1 Homer Road

Solihull

B91 3QG

5 May 2026

TURNOVER

3

20,187,015

17,513,105

Cost of sales

14,944,685

12,211,794

GROSS PROFIT

5,242,330

5,301,311

Administrative expenses

5,323,273

4,846,284

(80,943

)

455,027

Other operating income

2,241,526

613,256

OPERATING PROFIT

5

2,160,583

1,068,283

Interest receivable and similar income

108,731

72,369

PROFIT BEFORE TAXATION

2,269,314

1,140,652

Tax on profit

6

583,312

294,458

PROFIT FOR THE FINANCIAL YEAR

1,686,002

846,194

PROFIT FOR THE YEAR

1,686,002

846,194

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,686,002

846,194

FIXED ASSETS

Tangible assets

8

186,577

274,516

CURRENT ASSETS

Stocks

9

2,121,340

2,076,239

Debtors

10

5,640,250

4,551,097

Cash at bank

3,442,230

6,108,340

11,203,820

12,735,676

CREDITORS

Amounts falling due within one year

11

11,359,233

9,648,083

NET CURRENT (LIABILITIES)/ASSETS

(155,413

)

3,087,593

TOTAL ASSETS LESS CURRENT LIABILITIES

31,164

3,362,109

PROVISIONS FOR LIABILITIES

13

28,777

45,724

NET ASSETS

2,387

3,316,385

CAPITAL AND RESERVES

Called up share capital

14

199,999

199,999

Retained earnings

15

(197,612

)

3,116,386

SHAREHOLDERS' FUNDS

2,387

3,316,385

The financial statements were approved by the director and authorised for issue on 2 April 2026 and were signed by:

T S Liner - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 December 2023

199,999

8,270,192

8,470,191

Changes in equity

Dividends

-

(6,000,000

)

(6,000,000

)

Total comprehensive income

-

846,194

846,194

Balance at 30 November 2024

199,999

3,116,386

3,316,385

Changes in equity

Dividends

-

(5,000,000

)

(5,000,000

)

Total comprehensive income

-

1,686,002

1,686,002

Balance at 30 November 2025

199,999

(197,612

)

2,387

Cash flows from operating activities

Cash generated from operations

1

1,667,276

5,989,409

Tax paid

574,034

137,815

Net cash from operating activities

2,241,310

6,127,224

Cash flows from investing activities

Purchase of tangible fixed assets

(16,151

)

(40,746

)

Interest received

108,731

72,369

Net cash from investing activities

92,580

31,623

Cash flows from financing activities

Equity dividends paid

(5,000,000

)

(6,000,000

)

Net cash from financing activities

(5,000,000

)

(6,000,000

)

(Decrease)/increase in cash and cash equivalents

(2,666,110

)

158,847

Cash and cash equivalents at beginning of year

2

6,108,340

5,949,493

Cash and cash equivalents at end of year

2

3,442,230

6,108,340

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

2025

2024

£

£

Profit before taxation

2,269,314

1,140,652

Depreciation charges

104,090

114,220

Loss on disposal of fixed assets

-

10,586

Finance income

(108,731

)

(72,369

)

2,264,673

1,193,089

Increase in stocks

(45,101

)

(515,262

)

(Increase)/decrease in trade and other debtors

(1,811,319

)

3,947,711

Increase in trade and other creditors

1,259,023

1,363,871

Cash generated from operations

1,667,276

5,989,409

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 November 2025

30.11.25

1.12.24

£

£

Cash and cash equivalents

3,442,230

6,108,340

Year ended 30 November 2024

30.11.24

1.12.23

£

£

Cash and cash equivalents

6,108,340

5,949,493

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.12.24

Cash flow

At 30.11.25

£

£

£

Net cash

Cash at bank

6,108,340

(2,666,110

)

3,442,230

6,108,340

(2,666,110

)

3,442,230

Total

6,108,340

(2,666,110

)

3,442,230

1.	STATUTORY INFORMATION

Hamilton Sales & Service 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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

The company continues to be profitable and well resourced. The directors have a reasonable expectation that the company will continue in operational existence for at least 12 months from the date of approval of the financial statements. Therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover

Turnover represents sales of goods and services supplied in the year, excluding value added tax.

Tangible fixed assets

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

Plant and machinery

-

25% and 33.3% straight line and at varying rates on cost

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 Income Statement, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 balance sheet 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.

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

18,786,022

16,287,188

Europe

1,400,993

1,225,917

20,187,015

17,513,105

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

2,661,443

2,460,010

Social security costs

440,423

387,788

Other pension costs

202,952

182,624

3,304,818

3,030,422

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

2025

2024

Administration, technical and sales

37

35

2025

2024

£

£

Directors' remuneration

-

-

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

5,173

6,044

Depreciation - owned assets

104,090

114,534

Loss on disposal of fixed assets

-

10,586

Auditors' remuneration

31,973

26,112

Foreign exchange differences

166,714

62,687

6.

TAXATION

Analysis of the tax charge

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

2025

2024

£

£

Current tax:

UK corporation tax

600,259

309,977

Deferred tax

(16,947

)

(15,519

)

Tax on profit

583,312

294,458

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

2,269,314

1,140,652

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

567,329

285,163

Effects of:

Expenses not deductible for tax purposes

13,034

8,992

Depreciation in excess of capital allowances

19,896

15,822

Deferred tax movement

(16,947

)

(15,519

)

Total tax charge

583,312

294,458

7.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

5,000,000

6,000,000

8.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 December 2024

1,163,527

Additions

16,151

At 30 November 2025

1,179,678

DEPRECIATION

At 1 December 2024

889,011

Charge for year

104,090

At 30 November 2025

993,101

NET BOOK VALUE

At 30 November 2025

186,577

At 30 November 2024

274,516

9.

STOCKS

2025

2024

£

£

Stocks

2,121,340

2,076,239

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

5,284,704

3,615,474

Other debtors

55,679

49,975

Tax

-

722,166

Prepayments and accrued income

299,867

163,482

5,640,250

4,551,097

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

75,741

43,575

Amounts owed to group undertakings

5,318,507

4,021,448

Tax

452,127

-

Social security and other taxes

-

133,287

VAT

940,130

655,271

Other creditors

71,852

32,341

Accruals and deferred income

4,500,876

4,762,161

11,359,233

9,648,083