The directors present the strategic report of the company for the period ended 31 December 2025.

The company was incorporated on 7 August 2024. The principal activity of the company is that of an investment holding company to invest UK managed funds to financial assets with objective of generating returns through capital appreciation and investment income, with performance evaluated on a fair value basis.

The company was incorporated on 7 August 2024 as an investment holding company to invest UK managed funds to financial assets. During the period, the company made an investment in its wholly-owned subsidiary, Figaro BidCo AG, which further invested in Hochdorf Swiss Nutrition AG, amounted to CHF 53,777,580. An increase in the fair value of the investment has resulted in unrealised gain in profit or loss for the period of CHF 87,423,810.

Financial position

At 31 December 2025, the company had cash and cash equivalents of CHF1,081,147, unquoted investment of CHF141,386,650 and amounts owed by affiliated companies of CHF3,174,160.

The company had no external loans or borrowings as at 31 December 2025.

The company's risk exposure arises primarily from its investment in Figaro BidCo AG, whose principal asset is its investment in Hochdorf Swiss Nutrition AG. Consequently, the company's risk profile is closely linked to the operational, financial and strategic performance of the underlying portfolio company.

The company's primary exposure to market risk arise from changes in the fair value of its investment. As the investment is measured at fair value through profit or loss, changes in the performance of the underlying portfolio company, market conditions and valuation assumptions may result in fluctuations in reported profit and net assets.

Ongoing measures, including efficiency enhancements, increased focus on higher-value product segments and continued execution of the transformation plan, are expected to support long-term value creation in the underlying investment.

The company has limited operating expenditure, no external borrowings and maintains sufficient cash resources to meet its expected obligations. Accordingly, liquidity risk is considered low.

The company's sole purpose is to hold and develop its investment in Figaro BidCo AG. As Figaro BidCo AG's principal asset is its investment in Hochdorf Swiss Nutrition AG, the company's performance, financial position and future prospects are ultimately dependent on the performance and development of the underlying business.

During the period ended 31 December 2025, Hochdorf Swiss Nutrition AG continued to execute its transformation plan under new ownership with a focus on operational improvements, cost optimisation and the strategic repositioning of its core business activities. The underlying business reported improved profitability and a return to positive earnings despite a challenging market environment.

Ongoing transformation measures, including efficiency enhancements, an increased focus on higher-value product segments and continued execution of the strategic plan, are expected to support long-term value creation in the underlying investment. Management continues to monitor the performance and development of the investment on a fair value basis in line with the company's investment strategy.

From the company's perspective, the short to medium-term outlook remains stable and is closely linked to the continued performance and development of Hochdorf Swiss Nutrition AG and its ability to generate sustainable value over the investment holding period.

The board of directors of Figaro HoldCo UK Ltd is responsible for, and exercises, the strategic direction and control of the company. All key decisions relating to the acquisition, holding, management, monitoring and realisation of the company's financial assets are taken by the board, which meets in the United Kingdom and retains full authority and discretion over the company's investment activities. In taking these decisions, the directors have regard to the long-term performance of the underlying investments and to the financial position of the company.

On behalf of the board

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

The results for the period are set out on page 9.

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

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

Subsequent to the reporting date, 69,565 B Ordinary Shares and 213,822 C Ordinary Shares were transferred to ASEP Partnership III SCSp as an interim holding arrangement pending their reallocation within the company's Management Incentive Plan. The shares were subsequently transferred to a participant in the Management Incentive Plan on 13 March 2026.

These transactions represented changes in ownership between participants and did not affect the company's issued share capital or require adjustment to the financial statements.

UHY Hacker Young were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

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 International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom. 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:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

• make an assessment of the company's ability to continue as a going concern.

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.

Each director in office at the date of approval of this annual report confirms that:

• so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

• the 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 auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.

We have audited the financial statements of Figaro Holdco UK Ltd (the 'company') for the period ended 31 December 2025 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and the statement of cash flows, 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 UK adopted international accounting standards.

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 period then ended;

• have been properly prepared in accordance with UK adopted international accounting standards; 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 directors are responsible for the other information. The other information comprises the information included in the annual report other than the financial statements and our auditor's report 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.

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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' report for the financial period 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.

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 any material misstatements in the strategic report or the directors' report.

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.

As explained more fully in the directors' responsibilities statement, 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.

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.

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

Based on our understanding of the company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company such as the Companies Act 2006, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to valuation of investments.

Significant judgement is involved in investments valuation for determining the fair value of investments at the reporting date.

Audit procedures performed to address the risk included: agreeing the value on the valuation report to the investments closing balance, assessing the valuation model, key assumptions and inputs used in the valuation for reasonableness through critical challenge and enquiry with the management, recalculating the key elements of the valuation to ensure its mathematical accuracy.

In addition to the above, other procedures performed to address other risks identified included: review of the financial statement disclosures to underlying supporting documentation, enquiries of management and in so far as they related to the financial statements, and testing of manually posted journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 collusion.

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.

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.

Figaro Holdco UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 16 Berkeley Street, London, W1J 8DZ. The company's principal activities is that of an investment holding company to invest funds to financial assets with objective of generating returns through capital appreciation and investment income, with performance evaluated on a fair value basis.

This is the first accounting period the company presents its financial statements from incorporation on 7 August 2024 to 31 December 2025.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB) and adopted by the United Kingdom to the extent that they are in conformity with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in Swiss Francs, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest CHF.

The financial statements have been prepared under the historical cost convention, except for the investments which is measured at fair value through profit or loss. The principal accounting policies adopted are set out below.

The company qualifies as an investment entity in accordance with IFRS 10. Consequently, subsidiaries are not consolidated but are measured at fair value through profit or loss.

Investments are recognised initially at fair value, which is typically the transaction price, and subsequently remeasured at fair vale at each reporting date, with changes recognised in profit or loss.

The company manages and evaluates the performance of its investments on a fair value basis, consistent with the approach of its immediate parent entity and wider investment structure.

Investments are valued in accordance with IFRS 13 Fair Value Measurement. Valuation methodologies are applied consistently with the International Private Equity and Venture Capital Valuation Guidelines (IPEV Guidelines), where appropriate.

At the time of approving the financial statements, the directors have assessed the company's ability to continue as a going concern. The company is an investment holding entity with limited operating expenditure and no external borrowings. The directors have considered the company's cash resources, related party balances and the long-term nature of the underlying investment. Based on this assessment, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.true

Value adjustments in respect of investments held at fair value through profit or loss comprises of unrealised gains on changes in the fair value of the financial assets at fair value through profit or loss.

Cash and cash equivalents include cash in hand, deposits held with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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.

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 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 carried at amortised 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.

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.

The company recognises 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.

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

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.

Transactions in currencies other than Swiss Francs 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.

At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective.

IFRS 18 Presentation and Disclosure in Financial Statements, is not expected to have any impact on the recognition and measurement of items in the financial statements. However, it is expected to have an effect on the presentation and disclosures within the financial statements. Aside from IFRS 18, as noted above, the other standards are not expected to have a material impact on the financial statements in the year they become effective.

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.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

As described in Note 1.2, the company has concluded that it meets the definition of an investment entity in accordance with IFRS 10. In reaching this conclusion, the directors considered the company's business purpose, which is to invest funds for capital appreciation and investment income, and the basis on which performance is evaluated, namely on a fair value basis.

As a result of this judgement, the company does not consolidate its subsidiaries and instead measures its investments at fair value through profit and loss (Note 9).

The valuation of the company's unlisted investment is a key source of estimation uncertainty and is classified as a Level 3 fair value measurement.

As described in Note 9, the fair value of the investment is determined using a market approach based on the enterprise value of the underlying operating entity. The valuation requires the use of significant unobservable inputs and management judgement, principally in determining maintainable EBITDA and the EBITDA valuation multiple applied.

The inputs used in the valuation are derived from observable market data where available together with company-specific assumptions considered appropriate in the circumstances

The fair value of the investments at the reporting date was CHF141,386,650 (Note 9). Due to the judgement involved in determining the significant unobservable inputs, changes in assumptions could result in a material change in the carrying value of the investment in future reporting periods.

There were no employees during the period.

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

The company has tax losses that are available for offset against future profits. A deferred tax asset of CHF9,987 has not been recognised in respect of these losses as they will be recoverable only to the extent that the company has sufficient future taxable profits.

As of 31 December 2025, the company held the following equity interests:

These entities are not consolidated as the company qualifies as an investment entity under IFRS 10 and instead measured its investments at fair value through profit or loss.

Fair value measurement

Investments are classified within Level 3 of the fair value hierarchy as the valuation incorporates significant unobservable inputs.

Fair value has been determined using a market approach based on the enterprise value of the underlying operating entity. The valuation methodology is based on applying an enterprise value to EBITDA valuation technique to maintainable EBITDA of the underlying business. The EBITDA valuation multiple is determined with reference to observable market data from comparable companies and adjusted to reflect the specific characteristics of the underlying business.

The valuation has been prepared in accordance with the company's valuation policy, which is consistent with IFRS 13 and industry guidance for private capital valuations.

Sensitivity

The valuation is sensitive to changes in the significant unobservable inputs used in determining fair value, principally maintainable EBITDA and the EBITDA valuation multiple.

An increase or decrease in either of these inputs would result in a corresponding increase or decrease in the fair value of the investment. The effect of changes in these assumptions may be material.

Due to the judgement involved in determining these inputs, changes in assumptions could result in a material change in the carrying value of the investment.

The directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value.

No significant receivable balances are impaired at the reporting end date.

All financial liabilities at 31 December 2025 are expected to be settled within one year of the reporting date.

On incorporation, the company issued one ordinary share of £1 at par value of its initial share capital.

On 11 December 2024, a further ordinary share of £1 was allotted for total consideration of £51,135,325, giving rise to share premium of £51,135,324.

On 6 June 2025, the company subdivided and reclassified each of the two ordinary shares of £1 into 10,000,000 A ordinary shares of £0.0000001 each, resulting in a total of 20,000,000 A ordinary shares in issue.

During the period, the company allotted 313,043 B Ordinary shares and 945,836 C Ordinary shares, each with nominal value of £0.0000001 in connection with the company's Management Incentive Plan. The C Ordinary Shares are subject to vesting and participation provisions contained within the company's Articles of Association. The consideration received in excess of the nominal value of these shares has been recognised within share premium.

The B Ordinary shares were partly paid at the reporting date. The aggregate unpaid amount in respect of these shares was CHF 905,103 which is recognised within receivables. The A Ordinary shares and C Ordinary shares were fully paid.

Total proceeds from the issue of shares during the period amounted to approximately CHF 58,400,011 of which CHF 2 has been recognised as share capital and CHF 58,400,009 as share premium (note 14).

Rights attached to shares

The A and B Ordinary shares carry full voting rights and are entitled to participate in dividends and distributions on a pari passu basis, subject to the provisions of the company’s articles of association.

The C Ordinary shares do not carry voting rights and are not entitled to dividends. They participate in capital distributions only in certain specified circumstances, in accordance with the company’s articles of association.

All shares are non-redeemable.

The share-based payment reserve relates to equity-settled management incentive arrangements entered into during the period. The amount recognised was determined having regard to the economic rights attaching to the C Ordinary Shares under the company's Management Incentive Plan. The reserve reflects the value of equity instruments granted to management participants under the company's Management Incentive Plan. The amount recognised during the period was CHF 185,260.

The company is exposed to financial risks arising from its financial instruments. The principal risks are market risk, liquidity risk and credit risk.

Market risk

The company's primary exposure to market risk arises from its investment in unlisted equity instruments measured at fair value through profit or loss. As described in Note 9, fair value is determined using a market approach incorporating significant unobservable inputs, principally maintainable EBITDA and the EBITDA valuation multiple. Changes in these assumptions may result in a material change in the fair value of the investment and therefore the profit or loss and net assets of the company.

Liquidity risk

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company maintains sufficient cash resources to meet its short-term obligations and has limited operating costs. The company has no external borrowings. Liabilities primarily comprise balances due to related parties, which are repayable within one year or on demand.

Credit risk

The company's credit risk is primarily attributable to other receivables and bank balances. Credit risk arises from the risk of counterparty default. The company has limited credit risk to balances held with financial institutions which are leading and reputable and are assessed as having low credit risk.

At the reporting date, the company had a concentration of credit risk in respect of other receivables as 78% of total other receivables before loss allowance was due from three related parties.

In assessing expected credit losses, the company has considered the nature of the receivables, the financial position of the counterparties, expected repayment profiles and all reasonable and supportable information available at the reporting date. The majority of receivables comprise balances due from related parties within the wider investment structure and are short term in nature. The company applies the simplified approach to measuring expected credit losses. The directors consider that the receivables have low credit risk based on management's assessment of recoverability and the counterparties' ability to meet their contractual obligations. At 31 December 2025, no loss allowance was recognised in respect of these receivables.

Subsequent to the reporting date, 69,565 B Ordinary Shares and 213,822 C Ordinary Shares were transferred to ASEP Partnership III SCSp as an interim holding arrangement pending their reallocation within the company's Management Incentive Plan. The shares were subsequently transferred to a participant in the Management Incentive Plan on 13 March 2026.

These transactions represented changes in ownership between participants and did not affect the company's issued share capital or require adjustment to the financial statements.

During the period, the company entered into transactions with related parties within the ASEP investment structure in connection with its investment holding activities. These transactions principally comprised funding, reimbursement and settlement arrangements arising within the wider ASEP investment structure.

Amounts due from related parties at 31 December 2025 were CHF3,174,160 (2024: CHF nil). These balances arose principally from funding arrangements entered into within the wider investment structure. The balances are unsecured, interest-free and repayable within twelve months of drawdown.

Amounts due to subsidiary at 31 December 2025 were CHF546,000 (2024: CHF nil). These balances are unsecured, interest-free and repayable on demand.

The company also had an outstanding share subscription receivable of CHF905,103 from participants in the Management Incentive Plan at 31 December 2025.

The immediate parent undertaking is ASEP Partnership III SCSp, a special partnership incorporated in Luxembourg. Its registered office is at 17, boulevard F.W. Raiffeisen, L-2411 Luxembourg. The directors consider that there is no single ultimate controlling party.