REGISTERED NUMBER: 06836131 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 NOVEMBER 2025

FOR

HAMILTON MEDICAL UK LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Cash Flow Statement

13

Notes to the Cash Flow Statement

14

Notes to the Financial Statements

15

DIRECTORS:

I C Bell

M Kruger

REGISTERED OFFICE:

Unit J6 Fulford Drive,

Minworth

Sutton Coldfield

Birmingham

B76 1DJ

REGISTERED NUMBER:

06836131 (England and Wales)

AUDITORS:

Prime

Chartered Accountants

Statutory Auditor

Corner Oak

1 Homer Road

Solihull

B91 3QG

The directors present their strategic report for the year ended 30 November 2025.

REVIEW OF BUSINESS

Hamilton Medical UK Ltd principal activity during the year continued to be the supply of ventilators for use in critical care situations to the UK health market where respiratory support of a patient is required. Supplemental to the ventilators Hamilton Medical supplied accessories, consumables, training, spare parts, and service provision associated to the supplied ventilators.

The results for the year to 30 November 2025 showed an excellent performance in over and above the previous year. The sales were the best in Hamilton Medical UK history except for the years of Covid 19. The key performance indicators are financial.

Turnover for the year was 29% up on the previous year. Several factors have contributed to this increase:

-An increase in Bedside ventilator sales in FY25. Hamilton Medical UK sold 67 more HAMILTON-C6 compared with FY24. FY26 is seeing a significant increase in further bedside opportunities

- Whilst the HAMILTON-T1 maintained sales despite a new market entrant

- HAMILTON-MR1 sold similar activity in the market

- Strong growth in consumable sales with approximately 29% growth on Fiscal year 2024, this has been driven by a price and volume increase. This shows high utilisation of ventilators.

- New products have come to market and are expected to support further growth in FY26

Turnover for fiscal year 2025 was approximately 29% more than Fiscal year 2024. 449 devices were sold compared with 413 devices sold in the previous year. A small increase but product mix meant that average selling price per device increased. Gross profit exceeded expectations. The company's cost base was consistent with FY23. FY25 has been focusing on driving efficiencies in the sales team and reducing discounts over FY24 with the introduction of a new quotation system.

PRINCIPAL RISKS AND UNCERTAINTIES

The UK Health economy is growing slowly, and this will lead to delayed investments in equipment. However, we are seeing recovery in the bedside space. A new market entrant in the space occupied by Hamilton Medical ventilators outside of the ICU will bring a challenge to sales outside of the ITU.

FUTURE DEVELOPMENTS

Hamilton Medical UK will build on a strong install base of ventilators in the UK market. There will be several bedside opportunities in FY26. A new product will be launched in early 2025 which will open new avenues of revenue both inside and outside the ITU. Enhancements to parts of the portfolio will also differentiate us from other manufacturers. Hamilton Medical will continue with the philosophy of focusing on the customer for the life of the purchase of hardware. FY26 will out perform FY25. This growth will ensure that we will meet our obligations to the Hamilton Medical parent organisation as one of its key subsidiaries.

RESULTS AND BONUS

The financial position of the company at 30 November 2025 is set out in the annexed financial statements. The management recommends that bonus payments are paid in accordance to the bonus plans laid out in 2025.

ON BEHALF OF THE BOARD:

M Kruger - Director

4 April 2026

The directors present their 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 £1,000,000 (2024: £Nil).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 December 2024 to the date of this report.

I C Bell

M Kruger

Other changes in directors holding office are as follows:

M Iuga - resigned 23 July 2025

G Viglino-Caviezel - resigned 23 July 2025

J P Bleuel - appointed 1 April 2025 - resigned 23 July 2025

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). 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, Prime, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M Kruger - Director

4 April 2026

Opinion

We have audited the financial statements of Hamilton Medical 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 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 four, 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:

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

18 May 2026

TURNOVER

3

12,817,890

9,934,938

Cost of sales

8,321,267

6,113,514

GROSS PROFIT

4,496,623

3,821,424

Administrative expenses

4,106,722

3,395,184

389,901

426,240

Other operating income

420,055

196,803

OPERATING PROFIT

5

809,956

623,043

Interest receivable and similar income

52,689

2,034

862,645

625,077

Interest payable and similar expenses

6

19,883

36,118

PROFIT BEFORE TAXATION

842,762

588,959

Tax on profit

7

216,614

136,300

PROFIT FOR THE FINANCIAL YEAR

626,148

452,659

PROFIT FOR THE YEAR

626,148

452,659

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

626,148

452,659

FIXED ASSETS

Tangible assets

9

524,593

648,090

CURRENT ASSETS

Stocks

10

1,663,318

2,402,566

Debtors

11

2,682,451

2,810,976

Cash at bank

1,969,431

838,394

6,315,200

6,051,936

CREDITORS

Amounts falling due within one year

12

4,136,565

3,592,754

NET CURRENT ASSETS

2,178,635

2,459,182

TOTAL ASSETS LESS CURRENT LIABILITIES

2,703,228

3,107,272

PROVISIONS FOR LIABILITIES

14

103,143

133,335

NET ASSETS

2,600,085

2,973,937

CAPITAL AND RESERVES

Called up share capital

15

200,000

200,000

Retained earnings

16

2,400,085

2,773,937

SHAREHOLDERS' FUNDS

2,600,085

2,973,937

The financial statements were approved by the Board of Directors and authorised for issue on 4 April 2026 and were signed on its behalf by:

M Kruger - Director

I C Bell - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 December 2023

200,000

2,321,278

2,521,278

Changes in equity

Total comprehensive income

-

452,659

452,659

Balance at 30 November 2024

200,000

2,773,937

2,973,937

Changes in equity

Dividends

-

(1,000,000

)

(1,000,000

)

Total comprehensive income

-

626,148

626,148

Balance at 30 November 2025

200,000

2,400,085

2,600,085

Cash flows from operating activities

Cash generated from operations

1

2,050,861

(32,951

)

Interest paid

(19,883

)

(36,118

)

Tax paid

59,738

(286,329

)

Net cash from operating activities

2,090,716

(355,398

)

Cash flows from investing activities

Purchase of tangible fixed assets

(12,368

)

(97,798

)

Interest received

52,689

2,034

Net cash from investing activities

40,321

(95,764

)

Cash flows from financing activities

Equity dividends paid

(1,000,000

)

-

Net cash from financing activities

(1,000,000

)

-

Increase/(decrease) in cash and cash equivalents

1,131,037

(451,162

)

Cash and cash equivalents at beginning of year

2

838,394

1,289,556

Cash and cash equivalents at end of year

2

1,969,431

838,394

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

2025

2024

£

£

Profit before taxation

842,762

588,959

Depreciation charges

135,865

119,161

Finance costs

19,883

36,118

Finance income

(52,689

)

(2,034

)

945,821

742,204

Decrease/(increase) in stocks

739,248

(424,654

)

Increase in trade and other debtors

(36,266

)

(22,202

)

Increase/(decrease) in trade and other creditors

402,058

(328,299

)

Cash generated from operations

2,050,861

(32,951

)

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

1,969,431

838,394

Year ended 30 November 2024

30.11.24

1.12.23

£

£

Cash and cash equivalents

838,394

1,289,556

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.12.24

Cash flow

At 30.11.25

£

£

£

Net cash

Cash at bank

838,394

1,131,037

1,969,431

838,394

1,131,037

1,969,431

Total

838,394

1,131,037

1,969,431

1.	STATUTORY INFORMATION

Hamilton Medical 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.

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 each asset over its estimated useful life.

Plant and machinery

-

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.

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

12,779,790

9,934,938

Europe

15,718

-

Asia

5,057

-

Rest of world

17,325

-

12,817,890

9,934,938

4.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,881,180

1,474,391

Social security costs

300,386

216,765

Other pension costs

92,933

92,145

2,274,499

1,783,301

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

2025

2024

Administration, technical and sales

31

29

2025

2024

£

£

Directors' remuneration

183,265

107,742

Directors' pension contributions to money purchase schemes

7,323

6,572

5.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Hire of plant and machinery

7,222

5,422

Depreciation - owned assets

135,865

119,161

Auditors' remuneration

28,975

22,800

Foreign exchange differences

12,254

5,696

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Other interest

19,883

36,118

7.

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

246,806

140,959

Deferred tax

(30,192

)

(4,659

)

Tax on profit

216,614

136,300

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

842,762

588,959

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

210,691

147,240

Effects of:

Expenses not deductible for tax purposes

5,241

4,916

Depreciation in excess of capital allowances

30,874

5,341

Deferred tax

(30,192

)

(4,659

)

Corporation tax under provision

-

(16,538

)

Total tax charge

216,614

136,300

8.

DIVIDENDS

2025

2024

£

£

Ordinary shares of £1 each

Interim

1,000,000

-

9.	TANGIBLE FIXED ASSETS

Plant and

machinery

£

COST

At 1 December 2024

980,739

Additions

12,368

At 30 November 2025

993,107

DEPRECIATION

At 1 December 2024

332,649

Charge for year

135,865

At 30 November 2025

468,514

NET BOOK VALUE

At 30 November 2025

524,593

At 30 November 2024

648,090

10.

STOCKS

2025

2024

£

£

Stocks

1,663,318

2,402,566

11.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

2,594,732

2,584,406

Tax

-

164,791

Prepayments and accrued income

87,719

61,779

2,682,451

2,810,976

12.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

113,466

116,959

Amounts owed to group undertakings

2,574,730

2,322,156

Tax

141,753

-

Social security and other taxes

-

41,793

VAT

382,802

162,357

Other creditors

55,278

157,880

Accruals and deferred income

868,536

791,609

4,136,565

3,592,754