The Directors present their Strategic Report together with the audited financial statements of Seda Midco (UK) Limited ('the Company') for the period from 1 January 2025 to 31 December 2025.

The principal activity of the Company is to act as an investment holding company for the Skin Tech Pharma Group (“Skin Tech”, or “the Group”). The Company is ultimately controlled by funds advised by Charterhouse Capital Partners LLP ("Charterhouse"), a leading European private equity firm. The founders of Skin Tech hold minority stakes in the Group.

The Company holds an investment in Skin Tech. Skin Tech is a B2B medical aesthetics group specialising in the production of hyaluronic acid-based injectables, alongside topical peelings, mesotherapy and cosmetic products. The Group offers a large range of high-quality products manufactured in-house and sold under a suite of Skin Tech own brands, supported by a complementary contract manufacturing offering. Skin Tech’s products are currently sold in more than 80 countries globally. Its headquarters are located in Spain.

The principal risks are any impairments of the underlying investment held, and financial risks including cash and working capital management. The Company manages these risks through regular monitoring and review of net asset value of underlying investments, and actual cash flows against forecasts respectively.

The Company has net assets of €178,495k as at 31 December 2025 and a profit of €25,747k. Material investments held are at fair value, and hence the investment values given are considered to reflect the main activity of the Company.

Looking forward, the Company will continue to monitor the performance of its investment in Skin Tech and there are no significant developments or planned strategic changes to report. Skin Tech’s business has performed well and in line with expectations during the period.

Section 172 of the Companies Act 2006 requires directors to take into consideration the interests of stakeholders in their decision making. The Directors have regard to the interests of various stakeholders and the Company's reputation when making decisions. Such consideration is included in the statements set out below, noting the Directors' duty under s172 to act in good faith to promote the success of the Company for the benefit of its shareholders as a whole, but having regard amongst other matters to the following:

- the likely consequences of any decision in the long term;

- the interests of the Company's employees;

- the need to foster business relationships with suppliers, customers and others;

- the impact of the Company's operations on the community and environment;

- maintaining a reputation for high standards of business conduct; and

- the need to act fairly as between members of the Company.

As the Company is primarily a private limited holding company and has no employees, there are considered to be few stakeholders. During the period, the Company allotted 7,000,000 new Ordinary and Preference shares for a total subscription price of EUR 7,000,000. The Company itself did not see any significant developments, activities or transactions in respect of its own business during the period, apart from this increase.

The Directors are committed to high standards of business conduct and integrity at all times and take the interests of indirect stakeholders, such as the employees of Skin Tech, into consideration when making decisions that could affect the Group as a whole. Business relationships with the limited number of the Company’s own suppliers are maintained through regular dialogue.

Due to its limited activity, the overall impact of the Company on the environment and the community is considered low. Rigorous management of ESG matters takes place at the level of the operating entities within the Group, but progress is discussed and reviewed regularly by the Directors.

On behalf of the board

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

The results for the year are set out on page 8.

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

The Company has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date.

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

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.

United Kingdom 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, International Accounting Standard 1 requires that directors:

• 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 Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and

• the Directors have taken all the steps that they ought to have taken as a Director in order to make themselves 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.

At the time of approving the financial statements, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.

We have audited the financial statements of Seda Midco (UK) Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity, 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 year 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 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has 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 material misstatements in the directors' report.

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

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

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

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

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

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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and 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.

The notes on pages 12 to 18 form part of these financial statements.

Seda Midco (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor Belgrave House, 76 Buckingham Palace Road, London, SW1W 9TQ.

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in euros, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest €.

The financial statements have been prepared under the historical cost convention, except for the revaluation of Non-current Investments. The principal accounting policies adopted are set out below.

The Directors have determined that the Company is an investment entity as defined by IFRS10 Consolidated Financial Statements. Accordingly, the Company is exempt from the requirement to prepare consolidated financial statements.

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

The Company is considered to be a going concern on the basis of its strong balance sheet, supported by the value of fixed asset investments, the performance of which are monitored on an ongoing basis by Directors with reference to future cash flows. Additionally, the Company has minimal operating financial obligations and the Directors are comfortable that cash levels are sufficient to meet these for the foreseeable future.

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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

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

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

Financial assets carried at FVPL 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.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

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'.

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

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.

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 Directors have made various assumptions concerning the current and future position when preparing the financial statements. The most significant judgements and estimates are included in note 7 in relation to the fair value of the investment.

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

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

Investments in subsidiary companies are held at fair value. The Directors use an earnings multiple valuation methodology to determine the fair value. The most significant inputs in to the model are as follows:

• Earnings multiple

• Adjusted net earnings before interest, tax, depreciation and amortisation

• Net debt

Under IFRS 7 Financial Instruments: Disclosures and IFRS 13 Fair value measurement this is classified under the fair value hierarchy as Level 3.

The earnings multiple is based on publicly available information for comparable companies, the multiple is reviewed at least annually for accuracy and appropriateness. The Company is a holding company for an investment of funds managed by entities within the Charterhouse Capital Partners group, which routinely invests in and divests of businesses. As such, the Directors are able to assess the suitability of the methodology adopted and refine the methodology as circumstances change.

The most sensitive inputs to the model used are the earnings multiple used and the adjusted EBITDA due to the gearing effect of net debt.

Details of the Company's subsidiaries at 31 December 2025 are as follows:

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.

The preference shares do not carry voting rights or dividend rights and are redeemable at the option of the Company. Each preference share is entitled to a proportionate share of surplus assets of the Company.

On 24 March 2025, the Company allotted 70,000 Ordinary shares of €0.01 for €1.00 each and 6,930,000 preference shares of €0.01 for €1.00 each.

The Company is not subject to any externally imposed capital requirements.

The immediate parent of the Company is Seda Topco (UK) Limited, a private company limited by shares registered in England and Wales. The report and financial statements of Seda Topco (UK) Limited can be obtained from its registered office at 6th Floor Belgrave House, 76 Buckingham Palace Road, London, SW1W 9TQ.

The ultimate controlling party of the Company is Charterhouse GP LLP, an English limited liability partnership with registered office at 6th Floor, Belgrave House, 76 Buckingham Palace Road, London, SW1W 9TQ, acting in its capacity as manager of Charterhouse Capital Partners XI and of CCP Opportunities (I), each a collection of English limited partnerships. The report and financial statements of Charterhouse GP LLP can be obtained from its registered office.