REGISTERED NUMBER: 15976725 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Period 24 September 2024 to 31 December 2025

for

Maple UK Topco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

7

Report of the Independent Auditors

10

Consolidated Statement of Comprehensive Income

14

Consolidated Balance Sheet

15

Company Balance Sheet

16

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Cash Flow Statement

20

Notes to the Consolidated Financial Statements

21

DIRECTORS:

P Adams

Mrs R Hoff

D W F Le Fort

REGISTERED OFFICE:

Third Floor (East)

Carrington House

126 - 130 Regent Street

Westminster

London

W1B 5SE

REGISTERED NUMBER:

15976725 (England and Wales)

AUDITORS:

CED Accountancy Services Limited

Statutory Auditors

Chartered Accountants

1 Lucas Bridge Business Park

1 Old Greens Norton Road

Towcester

Northamptonshire

NN12 8AX

The directors present their strategic report of the company and the group for the period 24 September 2024 to 31 December 2025.

REVIEW OF BUSINESS

Incorporation and formation of the Group

Maple UK Topco Limited ("the Company") was incorporated on 24 September 2024. The Group commenced trading on 1 December 2024 upon the acquisition of the Maple UK Group through its interim subsidiaries, Maple UK Midco 1 Limited and Maple UK Midco 2 Limited. As this is the first period of account, there are no comparative figures.

The acquisition brought into the Group Maple Bidco GmbH, Unora GmbH, Maple UK Bidco Limited, Oakmed Holdings Limited and Unora Healthcare Limited. The Group's ultimate parent company is Maple DS Investment Ltd, incorporated in Jersey.

Principal activity

The principal activity of the Group is the design, production and distribution of innovative ostomy and wound care products, sold to customers in the United Kingdom and continental Europe, including via the Group's German operating subsidiary, Unora GmbH.

Trading performance

In its first 13-month period the Group generated turnover of €51,840,115, of which €14,778,548 (28.5%) arose in the United Kingdom and €37,061,567 (71.5%) arose in continental Europe. The Group achieved a gross profit of €27,579,379, representing a gross margin of 53.2%, reflecting the quality and positioning of the Group's ostomy and wound care product ranges.

After administrative expenses of €36,508,915 and other operating income of €338,119, the Group recorded an operating loss of €8,591,417. This result was driven substantially by non-recurring, acquisition-related charges incurred in the period, including goodwill amortisation of €7,753,299, amortisation of patents and licences of €1,301,627, and impairment charges of €1,080,864 arising from the fair value exercise performed on acquisition, together with the costs of integrating the acquired businesses within their first period of common ownership.

Interest payable and similar expenses of €13,226,246 - comprising bank and other loan interest and the preferential dividend accruing on the redeemable preference shares issued to fund the acquisition - resulted in a loss before taxation of €21,817,663. After a tax charge of €55,383, principally foreign corporation tax, the Group recorded a loss for the financial period of €21,873,046 and, after a favourable foreign exchange translation movement of €117,294, a total comprehensive loss of €21,755,752.

The directors consider this result to be in line with expectations for a first period following a leveraged acquisition, where the profit and loss account absorbs the full amortisation and financing cost of the transaction structure while the underlying trading business remains profitable at the gross margin and, before financing and non-cash acquisition-related charges, at the EBITDA level (see the financial key performance indicators below).

Financial position

At 31 December 2025 the Group held fixed assets of €84,472,094, comprising intangible assets of €71,852,086 (predominantly goodwill of €63,948,975 arising on the acquisition, together with acquired patents, licences and brands) and tangible fixed assets of €12,620,008. Net current assets amounted to €11,171,414, with current assets of €22,365,255 (including stocks of €12,511,830, debtors of €8,572,766 and cash at bank of €1,280,659) comfortably covering current liabilities of €11,193,841, a current ratio of approximately 2.0 times.

The Group's balance sheet reflects total assets less current liabilities of €95,643,508 against creditors falling due after more than one year of €116,905,507, principally bank loans of €55,000,000, other acquisition loans of €13,997,700 and €42,333,250 of redeemable cumulative preference shares (classified as a liability of €47,907,807 including accrued dividend), resulting in net liabilities of €21,261,999 at the period end. The directors consider this net liabilities position to be a normal and expected consequence of the acquisition financing structure adopted for the transaction, funded through a combination of senior bank debt, shareholder loans and preference share capital, rather than an indicator of underlying trading weakness, and it has no bearing on the Group's ability to meet its obligations as they fall due (see Going Concern, below).

Cash flow

The Group generated €3,329,116 of cash from operations in the period. After interest and finance costs paid of €13,226,246 and tax paid of €400,036, net cash used in operating activities was €10,297,166. Investing activities, principally the €96,000,000 cost of acquiring the Maple UK Group (net of €4,101,194 of cash acquired) together with capital expenditure of €4,642,809, absorbed €96,478,151. These outflows were funded through financing activities generating €108,716,569, comprising new bank and other loans of €71,997,700, the issue of €42,033,250 of preference shares and €493,750 of ordinary share capital, net of loan repayments of €5,808,131. The Group ended the period with cash at bank and in hand of €1,280,659.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the Group, and the approach taken by the directors to managing them, are as follows:

Leverage and interest rate risk - the Group is significantly leveraged following the acquisition, with net debt of €120,468,406 at the period end and finance costs of €13,226,246 incurred in the period. Adverse movements in interest rates, or a deterioration in trading, could increase the cost of servicing this debt. The directors monitor covenant compliance and cash flow forecasts closely and maintain regular dialogue with lenders and preference shareholders.

Integration risk - as this is the first full period following the combination of several previously separate businesses (Maple Bidco GmbH, Unora GmbH, Maple UK Bidco Limited, Oakmed Holdings Limited and Unora Healthcare Limited), there is a risk that the anticipated operational and commercial synergies are not realised in full or take longer than planned. The Board oversees an integration plan with defined milestones.

Regulatory and product compliance risk - the Group's ostomy and wound care products are subject to medical device regulation in both the UK and the European Union. Changes in regulatory requirements, or any compliance failure, could affect the Group's ability to market its products or give rise to product liability exposure. The Group maintains a quality management system and regulatory affairs function to monitor compliance.

Foreign currency risk - the Group trades in both the United Kingdom and continental Europe, with a German manufacturing and distribution subsidiary. Movements in exchange rates between sterling, the euro and other currencies affect reported results on translation, as evidenced by the exchange differences recognised in the period. The Group's presentational and functional currency is the euro.

Supply chain and input cost risk - the availability and cost of raw materials and components used in manufacturing ostomy and wound care products could be affected by supply chain disruption or input cost inflation. The Group seeks to mitigate this through supplier diversification and inventory management.

Customer, reimbursement and healthcare funding risk - a significant proportion of the Group's revenue is ultimately dependent on public and private healthcare funding and reimbursement arrangements for ostomy and wound care products in its markets. Changes to reimbursement rates or procurement arrangements could affect demand or pricing.

Liquidity and going concern - the Group meets its day-to-day working capital requirements through its bank facilities and investor funding. The directors have reviewed the Group's forecasts and projections and, after making enquiries, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and continue to adopt the going concern basis of preparation, as set out in the accounting policies to the financial statements.

SECTION 172(1) STATEMENT

This section describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 in performing their duty to promote the success of the Company for the benefit of its members as a whole during the period.

The likely consequences of any decision in the long term - the Board's principal decision in the period was the acquisition and integration of the Maple UK Group, structured to build a platform for long-term growth in the ostomy and wound care sector. Decisions on financing, capital investment and integration planning were taken with regard to the Group's medium and long-term development.

The interests of the Group's employees - the directors recognise that the Group's 199 employees are key to its success. The Board is kept informed of workforce matters, including through management reporting, and considers the impact of significant decisions, including the integration programme, on its people.

The need to foster the Group's business relationships with suppliers, customers and others - the Group depends on strong relationships with its raw material and component suppliers and with the healthcare providers, distributors and patients who use its products. The directors are updated on key relationships as part of regular Board reporting.

The impact of the Group's operations on the community and the environment - the directors are mindful of the Group's manufacturing footprint, principally in Germany, and its responsibilities in relation to product safety and environmental compliance, and receive updates on these matters from management.

The desirability of the Group maintaining a reputation for high standards of business conduct - the Board expects the Group to be operated to high ethical and regulatory standards, reflecting the sensitive, healthcare-related nature of its products.

The need to act fairly between members of the Company - the Board is conscious of the differing rights attaching to the Company's preference shares and A1, A2 and B ordinary shares (see Note 20 to the financial statements) and has regard to fair treatment as between these classes in its decision-making.

FINANCIAL KEY PERFORMANCE INDICATORS

The directors monitor the development, performance and position of the Group's business primarily through the following financial key performance indicators:

Financial KPI

Period ended 31.12.25

Basis of calculation

Turnover

€51,840,115

Total turnover for the period (Note 3)

Gross margin

53.2%

Gross profit ÷ turnover

EBITDA

€11,067,679

Operating loss before depreciation, goodwill and intangible amortisation

EBITDA margin

21.3%

EBITDA ÷ turnover

Operating margin

(16.6)%

Operating loss ÷ turnover

Cash generated from operations

€3,329,116

Note 1 to the Cash Flow Statement

Net debt

€120,468,406

Total borrowings and preference share liabilities less cash (Note 3 to the Cash Flow Statement)

Current ratio

2.0 times

Current assets ÷ current liabilities

EBITDA and net debt are alternative performance measures that are not defined by FRS 102 but which the directors consider provide a more useful measure of the Group's underlying trading performance and indebtedness, given the significant non-cash amortisation and financing charges arising from the acquisition structure in this first period. A reconciliation of EBITDA to operating loss and of net debt to the statutory balance sheet captions is set out above and in Note 3 to the Consolidated Cash Flow Statement respectively.

OTHER KEY PERFORMANCE INDICATORS

Employees

The Group's people are central to its ability to design, manufacture and distribute high-quality ostomy and wound care products. The average number of employees during the period, analysed by function, was as follows:

Department

Average number of employees

Administration

47

Office

39

Production

93

Technology

20

Total

199

Total employment costs for the period were €12,345,160, comprising wages and salaries of €10,586,547, social security costs of €1,639,293 and pension costs of €119,320. The Group operates a defined contribution pension scheme for eligible employees.

FUTURE DEVELOPMENTS

Having completed the acquisition and initial integration of the Maple UK Group during the period, the directors intend to focus on completing the integration programme, realising the anticipated synergies between the acquired businesses, and continuing to grow turnover across the Group's UK and European markets.

ON BEHALF OF THE BOARD:

Mrs R Hoff - Director

24 September 2026

The directors present their report with the financial statements of the company and the group for the period 24 September 2024 to 31 December 2025.

COMMENCEMENT OF TRADING

Maple UK TopCo Limited was incorporated on 24th September 2024 and commenced trading on acquisition of the Maple UK Group through its interim subsidiaries Maple UK Midco 1 Limited and Maple UK Midco 2 Limited on 01st December 2024.

This is the first reporting period for the Group and Company and covers the period from incorporation to 31st December 2025.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of design, production and distribution of innovative ostomy care products, sold to customers in the United Kingdom and continental Europe, including via the Group's German operating subsidiary, Unora GmbH.

DIVIDENDS

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

RESEARCH AND DEVELOPMENT

During the period the Group incurred research and development expenditure of €24,607, in connection with the ongoing development and improvement of its ostomy and wound care product ranges.

FUTURE DEVELOPMENTS

Details of the likely future developments of the Group's business are set out in the Group Strategic Report on page 2 and are not repeated here.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 24 September 2024 to the date of this report are as follows:

P Adams - appointed 24 September 2024

Mrs R Hoff - appointed 24 September 2024

D Kropf - appointed 29 November 2024 - resigned 11 December 2024

D W F Le Fort - appointed 29 November 2024

There was no qualifying third-party indemnity provision in force at the time of approval of the report or during the period, for the benefit of any of the directors.

All the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting.

FINANCIAL INSTRUMENTS

The Group's principal financial instruments comprise bank loans, other loans, redeemable preference shares, trade and other debtors, trade and other creditors, and cash at bank. The main purpose of these instruments is to raise finance for the Group's operations and to fund the acquisition of the Maple UK Group in the period. The main risks arising from the Group's financial instruments are credit risk, liquidity risk, cash flow interest rate risk and foreign currency risk. The directors review and agree policies for managing each of these risks, summarised below.

Credit risk: the Group's principal financial assets exposed to credit risk are cash at bank and trade and other debtors (€8,572,766 at the period end). Credit risk is managed by monitoring the creditworthiness and payment history of customers, applying credit limits where appropriate, and providing for amounts where recovery is doubtful.

Liquidity risk: the Group finances its operations through cash generated from operations, bank borrowings, shareholder loans and preference share capital, the maturity profile of which is set out in Note 17 to the financial statements. The directors manage liquidity risk by regularly reviewing cash flow forecasts against available facilities to ensure the Group can meet its obligations as they fall due, consistent with the going concern basis of preparation adopted in these financial statements.

Cash flow interest rate risk: the Group's borrowings expose it to cash flow interest rate risk to the extent that interest is payable at variable rates. The directors monitor the Group's interest rate exposure on an ongoing basis.

Foreign currency risk: the Group operates in the United Kingdom and, through Maple Bidco GmbH and Unora GmbH, in Germany, and is therefore exposed to movements in the sterling/euro exchange rate both on transactions and on translation of its German subsidiaries' results and net assets into euros, the Group's presentational currency. The impact of exchange rate movements in the period is reflected in the currency translation reserve and in foreign exchange gains and losses recognised in the Consolidated Trading and Profit and Loss Account.

POLITICAL DONATIONS AND EXPENDITURE

Neither the Company nor any of its subsidiaries made any political donations or incurred any political expenditure during the period.

BRANCHES OUTSIDE THE UNITED KINGDOM

Neither the Company nor its subsidiary undertakings operated any branches outside the United Kingdom during the period. The Group's German operations are carried on through separately incorporated subsidiary undertakings, Maple Bidco GmbH and Unora GmbH, rather than through branches of a UK company.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The directors recognise the importance of fostering the Group's business relationships with its suppliers, customers and other stakeholders in promoting the success of the Company for the benefit of its members as a whole, in accordance with section 172(1)(c) of the Companies Act 2006.

The principal decision taken by the Board during the period was the acquisition and subsequent integration of the Maple UK Group. In reaching this and other decisions during the period, the directors had regard to the need to maintain continuity of supply and service with the Group's raw material and component suppliers, and continuity of product quality and availability for the healthcare providers, distributors and patients who are the Group's customers, engaging with key suppliers and customers as part of the integration process in order to minimise disruption. The Group continues to maintain regular commercial dialogue with its key suppliers and customers as part of its ongoing operations.

STREAMLINED ENERGY AND CARBON REPORTING

In accordance with the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, the Group reports the following energy and carbon information for the year ended 31 December 2025:

2025

Emissions from gas combustion and transport fuel (tCO2e)

38.71

Emissions from purchased electricity (tCO2e)

4.52

Total UK Scope 1 and 2 emissions (tCO2e)

43.23

Total energy consumption (kWh)

49,243.2

Intensity ratio - tCO2e per £m revenue

9.83

Emissions have been calculated in accordance with the GHG Protocol Corporate Accounting and Reporting Standard, using UK Government conversion factors, on a location-based basis.

During the year the Group progressed a number of energy efficiency measures, including transitioning company vehicles to hybrid/electric models, replacing gas heating with lower-carbon alternatives, and reviewing business travel policy to reduce flight-related emissions. The Group has committed to achieving Net Zero by 2045.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable 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 company will continue in business.

The directors are 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 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, CED Accountancy Services Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mrs R Hoff - Director

24 September 2026

Opinion

We have audited the financial statements of Maple UK Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2025 and of the group's loss for the period 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 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 group's and 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the 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 Report of the Directors.

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

-	adequate accounting records have not been kept 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 directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page nine, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

we identified the laws and regulations applicable to the company through discussions with directors and other management;

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

we assessed the extent of compliance with the laws and regulations identified above;

we communicated identified laws and regulations within the audit team who remained alert to instances of non-compliance.

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

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

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and understanding the design of the company's remuneration policies.

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

performed analytical procedures to identify any unusual or unexpected relationships;

tested journal entries to identify unusual transactions;

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

agreeing financial statement disclosures to underlying supporting documentation;

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

reviewing correspondence with HMRC and the company's legal advisors.

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

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Duncan J E Mitchell FCA (Senior Statutory Auditor)

for and on behalf of CED Accountancy Services Limited

Statutory Auditors

Chartered Accountants

1 Lucas Bridge Business Park

1 Old Greens Norton Road

Towcester

Northamptonshire

NN12 8AX

24 September 2026

TURNOVER

4

51,840,115

Cost of sales

24,260,736

GROSS PROFIT

27,579,379

Administrative expenses

36,508,915

(8,929,536

)

Other operating income

338,119

OPERATING LOSS

6

(8,591,417

)

Interest payable and similar expenses

8

13,226,246

LOSS BEFORE TAXATION

(21,817,663

)

Tax on loss

9

55,383

LOSS FOR THE FINANCIAL PERIOD

(21,873,046

)

OTHER COMPREHENSIVE INCOME

FX gains/(losses) arising on translation

117,294

Income tax relating to other comprehensive income

-

OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX

117,294

TOTAL COMPREHENSIVE LOSS FOR THE PERIOD

(21,755,752

)

Loss attributable to:

Owners of the parent

(21,873,046

)

Total comprehensive loss attributable to:

Owners of the parent

(21,755,752

)

FIXED ASSETS

Intangible assets

11

71,852,086

Tangible assets

12

12,620,008

Investments

13

-

84,472,094

CURRENT ASSETS

Stocks

14

12,511,830

Debtors

15

8,572,766

Cash at bank and in hand

1,280,659

22,365,255

CREDITORS

Amounts falling due within one year

16

11,193,841

NET CURRENT ASSETS

11,171,414

TOTAL ASSETS LESS CURRENT LIABILITIES

95,643,508

CREDITORS

Amounts falling due after more than one year

17

116,905,507

NET LIABILITIES

(21,261,999

)

CAPITAL AND RESERVES

Called up share capital

21

493,750

Share premium

22

3

Retained earnings

22

(21,755,752

)

SHAREHOLDERS' FUNDS

(21,261,999

)

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2026 and were signed on its behalf by:

Mrs R Hoff - Director

FIXED ASSETS

Intangible assets

11

-

Tangible assets

12

-

Investments

13

42,527,003

42,527,003

CURRENT ASSETS

Debtors

15

300,000

CREDITORS

Amounts falling due within one year

16

40,110

NET CURRENT ASSETS

259,890

TOTAL ASSETS LESS CURRENT LIABILITIES

42,786,893

CREDITORS

Amounts falling due after more than one year

17

47,907,807

NET LIABILITIES

(5,120,914

)

CAPITAL AND RESERVES

Called up share capital

21

493,750

Share premium

22

3

Retained earnings

22

(5,614,667

)

SHAREHOLDERS' FUNDS

(5,120,914

)

Company's loss for the financial year

(5,614,667

)

The financial statements were approved by the Board of Directors and authorised for issue on 24 September 2026 and were signed on its behalf by:

Mrs R Hoff - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

€

€

€

€

Changes in equity

Deficit for the period

-

(21,873,046

)

-

(21,873,046

)

Other comprehensive income

-

117,294

-

117,294

Total comprehensive loss

-

(21,755,752

)

-

(21,755,752

)

Issue of share capital

493,750

-

3

493,753

Balance at 31 December 2025

493,750

(21,755,752

)

3

(21,261,999

)

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

€

€

€

€

Changes in equity

Issue of share capital

493,750

-

3

493,753

Total comprehensive income

-

(5,614,667

)

-

(5,614,667

)

Balance at 31 December 2025

493,750

(5,614,667

)

3

(5,120,914

)

Cash flows from operating activities

Cash generated from operations

1

3,329,116

Interest paid

(7,651,689

)

Finance costs paid

(5,574,557

)

Tax paid

(400,036

)

Net cash from operating activities

(10,297,166

)

Cash flows from investing activities

Purchase of intangible fixed assets

(3,068,124

)

Purchase of tangible fixed assets

(1,574,685

)

Sale of intangible fixed assets

21,000

Sale of tangible fixed assets

42,464

Purchase of subsidiaries

(96,000,000

)

Cash balances on acquisition

4,101,194

Net cash from investing activities

(96,478,151

)

Cash flows from financing activities

New loans in year

58,000,000

Loan repayments in year

(5,808,131

)

Preference share issue

42,033,250

Other loans

13,997,700

Share issue

493,750

Net cash from financing activities

108,716,569

Increase in cash and cash equivalents

1,941,252

Cash and cash equivalents at beginning of period

2

-

Effect of foreign exchange rate changes

(660,593

)

Cash and cash equivalents at end of period

2

1,280,659

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

€

Loss before taxation

(21,817,663

)

Depreciation charges

11,748,969

Profit on disposal of fixed assets

(13,314

)

Acquisition stock

14,758,194

Acquisition receivables

5,519,037

Acquisition payables

(5,702,693

)

Finance costs

13,226,246

17,718,776

Increase in stocks

(12,511,830

)

Increase in trade and other debtors

(8,167,724

)

Increase in trade and other creditors

6,289,894

Cash generated from operations

3,329,116

2.	CASH AND CASH EQUIVALENTS

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

Period ended 31 December 2025

31.12.25

24.9.24

€

€

Cash and cash equivalents

1,280,659

-

3.	ANALYSIS OF CHANGES IN NET DEBT

At 24.9.24

Cash flow

At 31.12.25

€

€

€

Net cash

Cash at bank and in hand

-

1,280,659

1,280,659

-

1,280,659

1,280,659

Debt

Debts falling due within 1 year

-

(4,843,558

)

(4,843,558

)

Debts falling due after 1 year

-

(116,905,507

)

(116,905,507

)

-

(121,749,065

)

(121,749,065

)

Total

-

(120,468,406

)

(120,468,406

)

1.	STATUTORY INFORMATION

Maple UK Topco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are prepared in euros which is the presentational and functional currency of the Group and Parent Company and are rounded to the nearest €.

The Parent Company is a qualifying entity as defined by FRS 102 and has taken advantage of the following

exemptions available to qualifying entities which are relevant to its financial statements:

The requirement to prepare a cash flow statement.

The disclosure requirements of Section 11 paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c) in respect of financial instruments of the Parent Company (as equivalent disclosures are included in respect of the consolidated financial statements).

The disclosure requirements of Section 20 paragraphs 20.80(f) and 20.116.

The disclosure requirements of Section 23 paragraphs 23.131, 23.132, 23.133(a), 23.135(a) to 23.135(c), 23.136, 23.137 and 23.139.

The disclosure requirements of Section 26 paragraphs 26.18(b), 26.19 to 26.21 and 26.23 (as equivalent disclosures are included in respect of the consolidated financial statements), And

The requirement to disclose information about key management personnel compensation.

Basis of consolidation

The Group and all its subsidiary undertakings, except where the subsidiary is immaterial to the group in size and or function, are consolidated. Intercompany transactions and balances among Group companies are eliminated in full.

The results and fair values of the assets and liabilities of undertakings acquired are consolidated from the date on which the Group gains control.

Business combinations are accounted for using the purchase method of accounting under FRS 102, Section 19 Business Combinations. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at fair value at the date of acquisition (which is the date on which control is passed to the parent).

The results of the acquired operations are included in the consolidated profit and loss account from the date of acquisition. Consolidation ceases from the date on which control ceases.

Maple UK Topco Limited acquired control of Maple UK Midco 1 Limited and its subsidiary Maple UK Midco 2 Limited on 30 November 2024 by virtue of its purchase of 100% of Maple UK Midco 1 Limited's share capital. Maple UK Midco 1 Limited's results are included from this date.

Maple UK Midco 1 Limited acquired control of Maple UK Midco 2 Limited and its subsidiary Maple Bidco GmbH on 01 December 2024 by virtue of its purchase of 100% of Maple UK Midco 2 Limited's share capital. Maple UK Midco 2 Limited's results are included from this date.

Maple UK Midco 2 Limited acquired control of Maple Bidco GmbH and its subsidiaries Maple UK Bidco Limited and Unora GmbH on 01 December 2024 by virtue of its purchase of 100% of Maple Bidco GmbH's share capital. Maple Bidco GmbH's consolidated results are included from this date.

Maple Bidco GmbH acquired control of Maple UK Bidco Limited and its subsidiaries Oakmed Holdings Limited and Unora Healthcare Limited and Unora GmbH on 01 December 2024 by virtue of its purchase of 100% of their share capital.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover comprises the fair value of the consideration received or receivable for the sale of ostomy and wound care products to customers in the ordinary course of the company's activities.

Turnover is shown net of value added tax, returns, rebates and discounts.

The company recognises revenue when goods are despatched to customers.

The Group's subsidiaries, including those preparing local statutory accounts under other national accounting frameworks (including German commercial law, HGB), apply this Group accounting policy for the purposes of consolidation. Adjustments are made to local statutory financial information, where necessary, to ensure consistency with the Group's accounting policies and [FRS 102] prior to consolidation.