ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Registered number: 02820942

ROXANE UK LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

ROXANE UK LIMITED

COMPANY INFORMATION

Directors	Davy Brunel
	Pascal Jankowski (resigned 6 August 2026)


Company secretary	Reed Smith Corporate Services Limited


Registered number	02820942


Registered office	Hangars 3, 4 & 5
	Wood End Lane
	Lichfield
	Staffordshire
	WS13 8EL


Independent auditors	Sumer Auditco Limited
	14th Floor
	33 Cavendish Square
	London
	W1G 0PW

ROXANE UK LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 3
Director's Report	4 - 7
Independent Auditors' Report	8 - 11
Consolidated Statement of Comprehensive Income	12
Consolidated Balance Sheet	13 - 14
Company Balance Sheet	15 - 16
Consolidated Statement of Changes in Equity	17
Company Statement of Changes in Equity	18
Consolidated Statement of Cash Flows	19 - 20
Consolidated Analysis of Net Debt	21
Notes to the Financial Statements	22 - 45

ROXANE UK LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction

The directors present their Strategic Report for Roxane UK Ltd ("the Group'") for the year ended 31 December 2025.

Business review

The principal activities of the Group were the production, import and wholesale of spring water.

The Group generated a profit after tax of £45,531,062 (2024: £38,974,830) based on a turnover of £255,038,972 (2024: £224,621,097). The Group had an operating profit of £63,471,938 (2024: £57,044,736); it benefited from increased sales volumes and continued growth in demand compared with the prior year.

The Group invested in a spring water site in Lichfield in 2012 and in land and another site at Eden Valley in 2020. The Group has continued to develop its activity in Lichfield and Eden Valley through additional investments on these sites.

Principal risks and uncertainties

The Group established a risk and financial management framework the primary objectives of which are to protect the Group from events that hinder the achievement of its performance objectives.

Competitive risks
The objectives aim to limit undue counterparty exposure, ensure the sufficiency of working capital and monitor management risk at a business unit level.

Exposure to credit, liquidity, cash flow and foreign currency risks

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Our policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures.

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. We aim to mitigate liquidity risk by managing cash generation by our operations and applying cash collection targets.

Cash flow risk is the risk that inflows and outflows of cash and cash equivalents will not be sufficient to finance the day-to-day operations. We manage cash flow risk by careful negotiation of terms with customers and suppliers.

The Group has contracted loans denominated in euros and is therefore subject to foreign exchange movements between sterling and the euro. This risk is mitigated and monitored by the parent company.

In order to finance new investments and to hedge against sterling/euro exchange differences, the Group has taken exchange rate swaps in respect of its loans. This enables the Group effectively to lock the exchange rate.

Page 1

ROXANE UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Directors' statement of compliance with duty to promote the success of the Group

Section 172(1) Statement
The directors have acted in good faith in a way that they considered would promote the success of the Group for the benefit of its members in accordance with section 172 of the Companies Act 2006. The key matters for which they have had regard include the following:

Optimisation of purchasing:
The directors strategically optimise the sourcing of raw materials in the best interests of the Group.

Likely consequence of any decision in the long term:
The key decisions taken during 2025 related to the Group's ongoing operational management and promotion. The likely long-term effect of such decisions is always considered, in order to ensure that the Group's operations are sustainable into the future.

Employees:
The Group takes steps to communicate and consult with employees in order to ensure that, as far as possible, they are engaged, involved and informed about decisions which affect them. Decisions taken by the directors to protect and promote the best interests of the Group also inherently protect the interests of its employees.

Business relationships:
The decisions of the directors are always guided by the principles of being straightforward and respectful towards suppliers and customers, in order to develop sustainable positive business relations. Thus, the Group is able to interact with suppliers and customers with openness and cooperation.

Reputation:
The Group's reputation is fundamental to its long-term success and the directors are committed to supporting this through adhering to laws and regulations, conducting business in a socially and environmentally responsible way, and treating all stakeholders with honesty and integrity.

Community and environment:
The Group is conscious of its social and environmental impact, and the directors seek opportunities to limit the environmental footprint of the operations of the Group wherever this is practically and commercially feasible.

Need to act fairly between members of the company:
The Group is wholly owned by Alma SA, and key decisions of the Group are supervised by that shareholder. Information is shared effectively to ensure that the shareholder is engaged.

Future developments:
The Group intends to continue expanding and improving its manufacturing process. The Group wants to protect its water resources and therefore intends to move forward with plans to purchase further land on the Eden Valley site.

Page 2

ROXANE UK LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Financial key performance indicators

		2025	2024	Change
		£'000	£'000


Turnover	248,622	218,503	13.78%
Operating profit	63,472	57,045	11.27%
Profit after tax	45,531	38,975	16.82%
Shareholders' funds	166,156	121,876	36.33%
Average number of employees	385	363	6.06%

Turnover has increased due to the progression of sales in the UK. This upward trend has been observed since the Group commenced trading. The increase in activity during the year has been supported by an increased workforce.

This report was approved by the board and signed on its behalf.

................................................

Davy Brunel

Director

Date: 4 September 2026

Page 3

ROXANE UK LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2025

The director presents his report and the financial statements for the year ended 31 December 2025.

Results and dividends

The profit for the year, after taxation, amounted to £45,531,062 (2024 - £38,974,830).

No dividends will be distributed for the year ended 31 December 2025.

Directors

The directors who served during the year were:

Davy Brunel

Pascal Jankowski (resigned 6 August 2026)

Disabled employees

It is the Group's policy that employees, contractors and visitors will face no discrimination on the grounds of: their ability to use equipment that is not integral to their role; their ability to traverse to, from or through a location that is not required for their role; their ability to communicate in a manner that is not integral to their role; the level of training (or other investment) they receive in terms of their professional development within the business. All disabled employees and contractors must receive the same remuneration as their able-bodied contemporaries for comparable work.

Special considerations are implemented for disabled employees, contractors or visitors, where reasonably practicable, provided the implementation does not reduce the manner in which their roles can be efficientlyperformed. These considerations include: the ability to work in a different location from their able-bodied colleagues; the provision of specialist equipment; a change of working hours relative to their able-bodied colleagues; their omission from polices or procedures that may disproportionately affect them, provided saidomission does not undermine the policy or procedure on the whole; internal and external training to be modified to suit the disabled individual, provided said modification does not undermine the training on the whole.

Qualifying third-party indemnity provisions

As permitted by the Companies Act 2006, the Group has indemnified its directors and officers in respect of
proceedings which may be brought by third parties and such indemnification was in place throughout the year
and at the date of approval of these financial statements. Neither the Group's indemnity nor insurance
provides cover if a director or officer acts fraudulently or dishonestly. No claim or notice of claim in respect of
these indemnities has been received in the year.

Page 4

ROXANE UK LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group's greenhouse gas emissions and energy consumption are as follows:
				2025	2024

Emissions resulting from activities for which the Group is responsible involving the combustion of gas or consumption of fuel for the purposes of transport (in tonnes of CO2 equivalent)	10,791	16,988
Emissions resulting from the purchase of the electricity by the Group for its own use, including the purposes of transport (in tonnes of CO2 equivalent)	6,433	5,829
Energy consumed from activities for which the Group is responsible involving the combustion of gas, or the consumption of fuel for the purposes of transport, and the annual quantity of energy consumed resulting from the purchase of electricity by the Group for its own use, including for the purposes of transport, in kWh	95,326,708	97,899,573

Quantification and reporting methodology
We have used the GHG Reporting Protocol - Corporate Standard and have used the 2020 UK Government's Conversion Factors for Group Reporting.

Measures taken to improve energy efficiency
The business did not undertake any energy efficiency activities during the year. However, the Group is mindful of its environmental obligations and will examine opportunities to reduce energy consumption and therefore carbon emissions in the year ahead.

Intensity Measurement
The intensity metric chosen is KgCO2e per £ of revenue.

The Group total is 0.026KgCO2e/£ (Purchased electricity).

Matters covered in the Group Strategic Report

As permitted by paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 certain matters which are required to be disclosed in the directors' report have been omitted as they are included in the strategic report on pages 1 to 3. These matters relate to financial instruments, stakeholder engagement, employee engagement and future developments.

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment in which there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.

The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.

The Group continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business. For example, the Group recognises that due to the conflict between USA and Iran that has arisen in February 2026, the price of raw materials has been negatively impacted.

Page 5

ROXANE UK LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

Director's responsibilities statement

The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the director is required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:

∙so far as is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙ has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 6

ROXANE UK LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

This report was approved by the board and signed on its behalf.

................................................

Davy Brunel

Director

Date: 4 September 2026

Page 7

ROXANE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROXANE UK LIMITED

Opinion

We have audited the financial statements of Roxane UK Ltd (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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 Group's and of the Parent Company's affairs as at 31 December 2025 and of the Group's 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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the Parent 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.

Page 8

ROXANE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROXANE UK LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is responsible for the other information contained within the Annual Report. 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.

Opinion 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 Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group Strategic Report and the Director's Report 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the Parent Company 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.

Page 9

ROXANE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROXANE UK LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Director's Responsibilities Statement set out on page 6, 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 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 director is responsible for assessing the Group's and the Parent 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 Group or the Parent 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 an Auditors' 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 Group 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• 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 risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, because fraud may involve deliberate concealment. The primary responsibility for the prevention and detection of fraud rests with those charged with the management and governance of the Group.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group, and determined that the most significant are ordinary commercial law and health and safety regulations concerning employees. We obtained an understanding of how the Group is complying with these frameworks by reviewing the Group's procedures and controls, the awareness and efficacy of those charged with governance, the culture of honesty and ethical behaviour, and the extent to which emphasis is placed on fraud prevention, deterrence and detection.
• We evaluated the incentives of the directors and management, and their opportunities for fraudulent manipulation of the financial statements, including the risk of the override of the controls, and determined that the principal risks relate to the posting of manual journal entries to manipulate the appearance of the financial performance, management bias through judgements and assumptions in significant accounting estimates and one-off or unusual transactions. We assessed the susceptibility of the Group's financial statements to material misstatement, including how fraud might occur, by making enquiries of management and evaluating the adequacy of the Group's system of internal controls. We considered that there was no history of fraud, error, non-compliance, unusual transactions, or difficulty obtaining audit evidence. We also considered numerous risk factors, including pressures on management, the extent of judgement in determining account balances, the susceptibility of assets to loss or misappropriation, staff morale and the degree of staff turnover in the accounting department.

Page 10

ROXANE UK LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROXANE UK LIMITED (CONTINUED)

• We identified that non-compliance with employment regulations and health and safety regulations might have a material effect on the financial statements, along with the recognition of turnover. Based on this understanding we designed our audit procedures to detect irregularities including fraud. Our Procedures involved:
o performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
o testing the appropriateness of journal entries and other adjustments to the nominal ledger;
o checking completeness of the sequence of sales invoices and verifying the correct accounting for a sample of sales invoices from the boundary of the accounting system to the nominal ledger;
o assessing whether judgements made by the accounting staff or management were indicative of potential bias;
o testing the appropriateness of journal entries and other adjustments to the nominal ledger;
o making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
o assessing whether judgements made by accounting staff or management were indicative of potential bias; and
o considering the Group's approach to the health and safety of staff, and the extent of compliance with related laws and regulations.

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 Auditors' Report.

Use of our report

This report is made solely to the Group'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 Group's members those matters we are required to state to them in an Auditors' 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 Group and the Group's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Chantelle Marshall BA FCCA (Senior Statutory Auditor)

for and on behalf of

Sumer Auditco Limited

Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW

11 September 2026

Page 11

ROXANE UK LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

	2025	2024
Note	£	£


Turnover		248,621,801	218,503,160
Cost of sales		(140,402,392)	(124,001,261)
Gross profit		108,219,409	94,501,899
Administrative expenses		(44,763,450)	(37,483,782)
Other operating income		15,979	26,619
Operating profit	4	63,471,938	57,044,736
Interest payable and similar expenses	8	948,515	(3,684,800)
Profit before taxation		64,420,453	53,359,936
Tax on profit	9	(18,889,391)	(14,385,106)
Profit for the financial year		45,531,062	38,974,830


Change in value of hedging instrument	(1,250,637)	(4,500,590)
Other comprehensive income for the year	(1,250,637)	(4,500,590)
Total comprehensive income for the year	44,280,425	34,474,240

Profit for the year attributable to:
Owners of the Parent Company	45,531,062	38,974,830
	45,531,062	38,974,830

Total comprehensive income for the year attributable to:
Owners of the Parent Company	44,280,425	34,474,240
	44,280,425	34,474,240

The notes on pages 22 to 45 form part of these financial statements.

Page 12

ROXANE UK LIMITED

REGISTERED NUMBER: 02820942

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		389,113		612,728
Tangible assets	12		123,147,014		117,861,810
			123,536,127		118,474,538
Current assets
Stocks	14	29,197,935		24,743,363
Debtors	15	67,556,213		52,820,194
Cash at bank and in hand	16	12,471,927		14,452,452
		109,226,075		92,016,009
Creditors: amounts falling due within one year	17	(32,141,139)		(44,925,851)
Net current assets			77,084,936		47,090,158
Total assets less current liabilities			200,621,063		165,564,696
Creditors: amounts falling due after more than one year	18		(28,758,978)		(38,990,397)
Provisions for liabilities
Deferred taxation	21	(5,705,673)		(4,698,312)
			(5,705,673)		(4,698,312)
Net assets			166,156,412		121,875,987

Capital and reserves
Called up share capital	22	52,000,000	52,000,000
Capital redemption reserve	23	1	1
Other reserves	23	1,470,898	2,721,535
Profit and loss account	23	112,685,513	67,154,451
		166,156,412	121,875,987

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Davy Brunel

Director

Date: 4 September 2026

Page 13

ROXANE UK LIMITED

REGISTERED NUMBER: 02820942

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The notes on pages 22 to 45 form part of these financial statements.

Page 14

ROXANE UK LIMITED

REGISTERED NUMBER: 02820942

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	11		389,113		468,000
Tangible assets	12		123,003,543		117,774,690
Investments	13		816,000		816,000
			124,208,656		119,058,690
Current assets
Stocks	14	29,197,935		24,743,363
Debtors	15	67,258,461		52,551,762
Cash at bank and in hand	16	12,356,219		13,911,888
		108,812,615		91,207,013
Creditors: amounts falling due within one year	17	(32,266,067)		(44,458,397)
Net current assets			76,546,548		46,748,616
Total assets less current liabilities			200,755,204		165,807,306

Creditors: amounts falling due after more than one year	18		(28,758,978)		(38,990,397)
Provisions for liabilities
Deferred taxation	21	(5,669,805)		(4,676,533)
			(5,669,805)		(4,676,533)
Net assets			166,326,421		122,140,376

Capital and reserves
Called up share capital	22		52,000,000		52,000,000
Other reserves	23		1,470,898		2,721,535
Profit and loss account brought forward		67,418,841		28,620,686
Profit for the year		45,436,682		38,798,155
Profit and loss account carried forward			112,855,523		67,418,841
			166,326,421		122,140,376

Page 15

ROXANE UK LIMITED

REGISTERED NUMBER: 02820942

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2025

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Davy Brunel

Director

Date: 4 September 2026

The notes on pages 22 to 45 form part of these financial statements.

Page 16

ROXANE UK LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Capital redemption reserve	Cash flow hedge reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 January 2024	52,000,000	1	7,222,125	28,179,621	87,401,747
Comprehensive income for the year
Profit for the year	-	-	-	38,974,830	38,974,830
Change in value of hedging instrument	-	-	(4,500,590)	-	(4,500,590)

At 1 January 2025	52,000,000	1	2,721,535	67,154,451	121,875,987
Comprehensive income for the year
Profit for the year	-	-	-	45,531,062	45,531,062
Change in value of hedging instrument	-	-	(1,250,637)	-	(1,250,637)
At 31 December 2025	52,000,000	1	1,470,898	112,685,513	166,156,412

The notes on pages 22 to 45 form part of these financial statements.

Page 17

ROXANE UK LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Called up share capital	Cash flow hedge reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2024	52,000,000	7,222,125	28,620,686	87,842,811
Comprehensive income for the year
Profit for the year	-	-	38,798,155	38,798,155
Change in value of hedging instrument	-	(4,500,590)	-	(4,500,590)

At 1 January 2025	52,000,000	2,721,535	67,418,841	122,140,376
Comprehensive income for the year
Profit for the year	-	-	45,436,682	45,436,682
Change in value of hedging instrument	-	(1,250,637)	-	(1,250,637)
At 31 December 2025	52,000,000	1,470,898	112,855,523	166,326,421

The notes on pages 22 to 45 form part of these financial statements.

Page 18

ROXANE UK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial year	45,531,062	38,974,830
Adjustments for:
Amortisation of intangible assets	239,904	(20,336)
Depreciation of tangible assets	18,758,522	18,249,931
Loss on disposal of tangible assets	6,316	(15,280)
Interest paid	1,382,397	3,684,217
Taxation charge	18,889,391	14,275,974
(Increase) in stocks	(4,454,572)	(5,713,216)
(Increase) in debtors	(15,077,823)	(7,267,662)
(Decrease) in creditors	(235,258)	(23,097,317)
(Decrease)/increase in provisions	(2,330,912)	1,785,097
Corporation tax (paid)	(23,982,794)	(13,044,019)
Foreign exchange	1,051,958	(1,706,908)
Net cash generated from operating activities	39,778,191	26,105,311

Cash flows from investing activities
Purchase of intangible fixed assets	(16,289)	(15,081)
Purchase of tangible fixed assets	(24,363,042)	(10,786,192)
Sale of tangible fixed assets	313,000	102,422
Net cash from investing activities	(24,066,331)	(10,698,851)
Cash flows from financing activities
Repayment of loans	(15,258,030)	(18,013,116)
Interest paid	(1,382,397)	(3,684,800)
Drawings paid to members	-	(7,919)
Net cash used in financing activities	(16,640,427)	(21,705,835)
Net (decrease) in cash and cash equivalents	(928,567)	(6,299,375)

Page 19

ROXANE UK LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
		£	£


Cash and cash equivalents at beginning of year	14,452,452	19,044,919
Foreign exchange gains and losses	(1,051,958)	1,706,908
Cash and cash equivalents at the end of year	12,471,927	14,452,452

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	12,471,927	14,452,452
	12,471,927	14,452,452

The notes on pages 22 to 45 form part of these financial statements.

Page 20

ROXANE UK LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2025


At 1 January 2025	Cash flows	At 31 December 2025
£	£	£

Cash at bank and in hand	14,452,452	(1,980,525)	12,471,927
Debt due after 1 year	(37,697,830)	9,221,465	(28,476,365)
Debt due within 1 year	(16,496,476)	6,036,565	(10,459,911)
	(39,741,854)	13,277,505	(26,464,349)

The notes on pages 22 to 45 form part of these financial statements.

Page 21

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1.	General information

Roxane UK Ltd and it's subsidiaries are a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company information page.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being .

2.3

Amendments to FRS 102

The FRC issued Amendments to FRS 102 The Financial Reporting Standard applicable in the UK in March 2024. The amendments focused on updating accounting requirements to reflect changes in International Financial Reporting Standards, particularly with respect to revenue and leases. Whilst the amendments are not applicable in the current year, they will result in significant changes for the accounting period commencing 1 January 2026.

The primary change for the Group is in the treatment of leases which are currently classified as operating leases. Right-of-use assets and lease liabilities (net of discounting) will be added to the balance sheet for leases previously classified as operating leases. The impact on the profit and loss account and related disclosures will be to replace rental expense with depreciation on right-of-use assets and include interest payable on unwinding of lease liabilities. The financial impact of adjustments required as a result of the change in FRS 102 has not yet been determined.

Page 22

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Group's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Group has transferred the significant risks and rewards of ownership to the buyer;

∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Page 23

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 24

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.10

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Development expenditure	-	3	years
Goodwill	-	10	years
Software	-	3	years
Licenses	-	20	years unless the term of the license is specified

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Buildings	-	15 years
Commercial vehicles	-	5 - 7 years
Plant and machinery	-	3-15 years
Motor vehicles	-	4 years
Fixtures and fittings	-	4-7 years
Computer equipment	-	3 years
Assets under construction	-	not depreciated until assets are fully completed

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 25

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.11

Tangible fixed assets (continued)

Freehold land is not depreciated.

2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

Page 26

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 27

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

2.Accounting policies (continued)

2.18

Financial instruments (continued)

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

2.19

Hedge accounting

The Group uses cross currency swaps to manage its exposure to cash flow risk on its future GBP cash flows arising from loan repayments. These derivatives are measured at fair value at each balance sheet date.

To the extent the cash flow hedge is effective, movements in fair value are recognised in other comprehensive income and presented in a separate cash flow hedge reserve. Any ineffective portions of those movements are recognised in profit or loss for the year.

Gains and losses on the hedging instruments and the hedged items are recognised in profit or loss for the year. When a hedged item is an unrecognised firm commitment, the cumulative hedging gain or loss on the hedged item is recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss.

Page 28

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the group's accounting policies, the directors are required to make judgments, estimates and assumptions to determine the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgments, estimates and assumptions, the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised, if the revision affects only that year, or in the year of the revision and future years, if the revision affects both current and future years.

Critical judgements in applying the group's accounting policies
The critical judgments that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are discussed below.

(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions and experience of recoverability. There have been no indicators of impairments identified during the current financial year.

(ii) Establishing fair value of financial instruments (Note 19)
When the fair value of financial assets and financial liabilities cannot be measured based on quoted prices in active markets or on the price of a recent transaction for an identical asset or liability, their fair values are measured using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(i) Estimating value in use
Where an indication of impairment exists, the directors carry out an impairment review to determine the recoverable amount, which is the higher of fair value less cost to sell and value in use. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the asset or the cash generating unit and a suitable discount rate in order to calculate present value.

(ii) Recoverability of debtors
A provision for debtors is established where it is estimated that the debtors are not considered to be fully recoverable. When assessing recoverability, the directors have considered factors such as the aging of receivables, past experience of recoverability, and the credit profile of individual or groups of customers.

(iii) Determining residual values and useful economic lives of tangible assets and intangible assets
The Group depreciates tangible assets and amortises intangible assets over their estimated useful lives. The estimation of the useful lives of tangible assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied. The estimation of useful lives of intangible assets is based on any contractual or legal rights associated with the asset, or the period in which the Group expects to use the asset if shorter. The actual lives of these

Page 29

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

3.Judgments in applying accounting policies (continued)

assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes. Judgement is also applied when determining the residual values for tangible assets. When determining the residual value, the directors have assessed the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.

(iv) Stock provision
Stock is reviewed annually with reference to current and new products along with recent sales history of the related products.

(v) Stock valuation
The directors have considered whether the net realisable value of inventory was lower than the carrying value. Slow-moving, excess and obsolete inventory is reviewed and provided for as necessary. The directors, having reviewed the run-off of inventory subsequent to the year end and the prices achieved have concluded that its net realisable value was not materially lower than the net carrying value at the year end.

Depreciation	18,758,532	18,249,931
(Profit)/Loss on disposal of fixed assets	6,316	(15,280)
Patents and licences amortisation	25,000	25,000
Development costs amortisation	51,138	81,330
Computer software amortisation	19,038	10,037
Goodwill amortisation	144,728	173,674
Exchange differences	1,051,979	(1,706,843)

	Fees payable to the Company's auditors and their associates for the audit of the consolidated and Parent Company's financial statements	68,250	65,000
	Fees payable for auditing the accounts of associates of the Company	15,225	14,500

Fees payable to the Company's auditors and their associates in respect of:
Audit-related assurance services	6,825	6,500
Taxation compliance services	31,080	23,600

Page 30

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

6.	Employees
	Staff costs, including director's remuneration, were as follows:

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Wages and salaries	19,490,994	16,667,449	17,177,144	14,611,629
Social security costs	2,207,601	1,617,104	1,915,821	1,368,812
Cost of defined contribution scheme	918,650	536,524	864,052	483,531
	22,617,245	18,821,077	19,957,017	16,463,972

The average monthly number of employees, including the director, during the year was as follows:

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	383	361	334	315
Directors	2	2	2	2

	385	363	336	317

7.	Director's remuneration
		2025	2024
		£	£

Director's emoluments	178,838	132,836
	178,838	132,836

Page 31

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

8.	Interest payable and similar expenses
		2025	2024
		£	£

Bank interest (receivable)/payable	(948,515)	3,449,046
Loans from group undertakings	-	223,384
Other interest payable	-	12,370
	(948,515)	3,684,800

Included within Bank interest is an amount receivable of £2,330,912 (2024: amount payable of £1,785,098) attributable to the cash flow hedges.

Corporation tax
Current tax on profits for the year	17,882,333	14,935,166
Adjustments in respect of previous periods	(303)	-
	17,882,030	14,935,166

Total current tax	17,882,030	14,935,166

Deferred tax
Origination and reversal of timing differences	1,007,361	(550,060)
Total deferred tax	1,007,361	(550,060)


	Tax on profit	18,889,391	14,385,106

Page 32

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

9.Taxation (continued)

Profit on ordinary activities before tax

64,420,453

53,359,936

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	16,105,113	13,339,984
Effects of:
Expenses not deductible for tax purposes	77,291	107,572
Capital allowances for year in excess of depreciation	1,169,600	1,487,507
Deferred tax timing differences leading to an increase (decrease) in taxation	1,007,361	(550,060)
Under/(overprovision) in prior years	530,026	103
Total tax charge for the year	18,889,391	14,385,106

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

10.	Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit after tax of the parent Company for the year was £45,436,682 (2024: £38,798,155).

11.	Intangible assets
	Group

	Patents	Development expenditure	Computer software	Goodwill
	£	£	£	£
Cost
At 1 January 2025	500,285	663,501	134,116	908,596
Additions	-	-	16,289	-

Page 33

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Intangible assets (continued)

At 31 December 2025	500,285	663,501	150,405	908,596
Amortisation
At 1 January 2025	300,285	431,964	97,653	763,868
Charge for the year on owned assets	25,000	51,138	19,038	144,728
At 31 December 2025	325,285	483,102	116,691	908,596
Net book value
At 31 December 2025	175,000	180,399	33,714	-
At 31 December 2024	200,000	231,537	36,463	144,728
				Total
				£
Cost
At 1 January 2025				2,206,498
Additions				16,289
At 31 December 2025				2,222,787
Amortisation
At 1 January 2025				1,593,770
Charge for the year on owned assets				239,904
At 31 December 2025				1,833,674
Net book value
At 31 December 2025				389,113
At 31 December 2024				612,728

Page 34

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

11.Intangible assets (continued)

	Company

	Patents	Development expenditure	Computer software	Total
	£	£	£	£
Cost
At 1 January 2025	500,000	663,501	134,116	1,297,617
Additions	-	-	16,289	16,289
At 31 December 2025	500,000	663,501	150,405	1,313,906
Amortisation
At 1 January 2025	300,000	431,964	97,653	829,617
Charge for the year	25,000	51,138	19,038	95,176
At 31 December 2025	325,000	483,102	116,691	924,793
Net book value
At 31 December 2025	175,000	180,399	33,714	389,113
At 31 December 2024	200,000	231,537	36,463	468,000

Page 35

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.	Tangible fixed assets
	Group

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment
	£	£	£	£	£
Cost or valuation
At 1 January 2025	73,675,804	130,589,527	3,236,957	17,449,409	10,226
Additions	14,343,343	2,014,123	516,280	2,936,913	-
Disposals	-	(954,141)	-	-	-
Transfers between classes	-	4,419,685	-	51,762	-
At 31 December 2025	88,019,147	136,069,194	3,753,237	20,438,084	10,226
Depreciation
At 1 January 2025	19,825,839	83,085,164	2,303,991	7,000,412	10,206
Charge for the year on owned assets	2,515,798	13,934,324	380,688	1,889,106	2
Disposals	-	(634,825)	-	-	-
At 31 December 2025	22,341,637	96,384,663	2,684,679	8,889,518	10,208
Net book value
At 31 December 2025	65,677,510	39,684,531	1,068,558	11,548,566	18
At 31 December 2024	53,849,965	47,504,363	932,966	10,448,997	20

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ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

	Other fixed assets	Total
	£	£
Cost or valuation
At 1 January 2025	5,246,453	230,208,376
Additions	4,552,383	24,363,042
Disposals	-	(954,141)
Transfers between classes	(4,471,447)	-
At 31 December 2025	5,327,389	253,617,277
Depreciation
At 1 January 2025	120,954	112,346,566
Charge for the year on owned assets	38,604	18,758,522
Disposals	-	(634,825)
At 31 December 2025	159,558	130,470,263
Net book value
At 31 December 2025	5,167,831	123,147,014
At 31 December 2024	5,125,499	117,861,810

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ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

	Company

	Freehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Other fixed assets
	£	£	£	£	£
Cost or valuation
At 1 January 2025	73,675,804	130,559,966	3,236,957	17,449,409	5,050,672
Additions	14,343,343	2,014,123	516,280	2,936,913	4,454,683
Disposals	-	(954,141)	-	-	-
Transfers between classes	-	4,419,685	-	51,762	(4,471,447)
At 31 December 2025	88,019,147	136,039,633	3,753,237	20,438,084	5,033,908
Depreciation
At 1 January 2025	19,825,839	83,067,876	2,303,991	7,000,412	-
Charge for the year on owned assets	2,515,798	13,931,581	380,688	1,889,106	-
Disposals	-	(634,825)	-	-	-
At 31 December 2025	22,341,637	96,364,632	2,684,679	8,889,518	-
Net book value
At 31 December 2025	65,677,510	39,675,001	1,068,558	11,548,566	5,033,908
At 31 December 2024	53,849,965	47,492,090	932,966	10,448,997	5,050,672

Page 38

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

12.Tangible fixed assets (continued)

		Total
		£
	Cost or valuation
	At 1 January 2025	229,972,808
	Additions	24,265,342
	Disposals	(954,141)
	Transfers between classes	-
	At 31 December 2025	253,284,009
	Depreciation
	At 1 January 2025	112,198,118
	Charge for the year on owned assets	18,717,173
	Disposals	(634,825)
	At 31 December 2025	130,280,466
	Net book value
	At 31 December 2025	123,003,543
	At 31 December 2024	117,774,690

Page 39

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

13.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2025	816,000
	At 31 December 2025	816,000

The company owned 100% of the share capital of its subsidiary, Bradbury transport Services Limited, whose registered office Hangars 3, 4 & 5 Wood End Lane, Fradley Park, Lichfield, Staffordshire, WS13 8EL. The principal activity of the subsidiary is that of transport services.

14.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Raw materials and consumables	28,167,442	23,182,049	28,167,442	23,182,049
Finished goods and goods for resale	1,030,493	1,561,314	1,030,493	1,561,314
	29,197,935	24,743,363	29,197,935	24,743,363

Page 40

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

15.

Debtors

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

Due after more than one year
Financial instruments	1,251,021	1,180,700	1,251,021	1,180,700
	1,251,021	1,180,700	1,251,021	1,180,700
Due within one year
Trade debtors	38,450,326	37,037,644	38,432,623	37,028,968
Amounts owed by group undertakings	25,912,425	13,028,417	25,911,681	13,028,417
Other debtors	1,457,256	1,211,454	1,377,133	1,138,392
Prepayments and accrued income	446,178	361,979	286,003	175,285
Tax recoverable	39,007	-	-	-
	67,556,213	52,820,194	67,258,461	52,551,762

16.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	12,471,927	14,452,452	12,356,219	13,911,888
	12,471,927	14,452,452	12,356,219	13,911,888

17.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	10,459,911	16,496,476	10,459,911	16,496,476
Trade creditors	10,710,940	11,162,967	10,403,276	10,964,518
Amounts owed to group undertakings	3,071,910	1,628,316	3,680,085	1,785,359
Corporation tax	963,590	7,025,347	963,590	6,919,213
Other taxation and social security	4,267,231	4,607,590	4,130,032	4,401,785
Other creditors	14,014	-	14,014	-
Accruals and deferred income	2,653,543	4,005,155	2,615,159	3,891,046
	32,141,139	44,925,851	32,266,067	44,458,397

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ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

18.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank loans	28,476,365	37,697,830	28,476,365	37,697,830
Financial instruments (after 1 yr)	282,613	1,292,567	282,613	1,292,567
	28,758,978	38,990,397	28,758,978	38,990,397

19.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Amounts falling due within one year
Bank loans	10,459,911	16,496,476	10,459,911	16,496,476
	10,459,911	16,496,476	10,459,911	16,496,476

Amounts falling due 2-5 years
Bank loans	26,854,816	29,156,034	26,854,816	29,156,034
	26,854,816	29,156,034	26,854,816	29,156,034
Amounts falling due after more than 5 years
Bank loans	1,621,549	8,541,796	1,621,549	8,541,796
	1,621,549	8,541,796	1,621,549	8,541,796
	38,936,276	54,194,306	38,936,276	54,194,306

Page 42

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

20.	Financial instruments
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Financial assets
	Derivative financial instruments measured at fair value through profit or loss	1,251,021	1,180,700	1,251,021	1,180,700

	Financial liabilities
	Derivative financial instruments measured at fair value through profit or loss	(282,613)	(1,292,567)	(282,613)	(1,292,567)

The Group has cash flow hedges relating to five cross currency swaps for interest risk hedging purposes. These cover five loans which are designated as hedging instruments. The aggregate fair value at the reporting date was a Asset/(liability) of £968,408 (2024: (£111,867)). This is the net of the financial instruments above.

The group uses hedge accounting for these cash flow hedges. Cash flows are expected to occur on a monthly basis in line with the loan repayments. A gain or loss relating to the ineffective portion is recognised immediately in the statement of comprehensive income.

The change in fair value of the hedging instrument that was recognised in other comprehensive income during the year was £1,250,637 (2024: £4,500,590).

21.	Deferred taxation
	Group

		2025
		£

	At beginning of year	(4,698,312)
	Charged to profit or loss	(1,007,361)
	At end of year	(5,705,673)

Page 43

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

21.Deferred taxation (continued)

Company

		2025
		£

	At beginning of year	4,676,533
	Charged to profit or loss	993,272
	At end of year	5,669,805

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£

	Accelerated capital allowances	5,705,673	4,698,312	5,669,805	4,676,533
		5,705,673	4,698,312	5,669,805	4,676,533

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

52,000,000 (2024 - 52,000,000) Ordinary shares of £1.00 each	52,000,000	52,000,000

23.

Reserves

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares redeemed or repurchased by the group out of distributable profits and is a non-distributable reserve.

Cash flow hedge reserve

This reserve comprises the effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges.

Profit and loss account

This reserve represents the cumulative profits and losses of the group.

Page 44

ROXANE UK LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

24.	Commitments under operating leases
	At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Not later than 1 year	1,106,236	809,592	70,000	70,000
Later than 1 year and not later than 5 years	1,309,928	1,315,785	169,149	239,149
	2,416,164	2,125,377	239,149	309,149

25.	Related party transactions
	During the year, the group entered into transactions with its parent undertaking and other wholly owned group companies; outstanding balances at the year end are disclosed within debtors.

26.	Controlling party

The ultimate holding company is Alma SA for which the registered office address is Les Clos des Sources, 61420, La Ferrière-Bochard, Normandy, France. The parent company of the smallest and largest group to include the company in its consolidated financial statements is Alma SA.

Page 45