Matortho Group Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2023
Company Registration No. 13076836 (England and Wales)
Matortho Group Holdings Limited
Company Information
Directors
S C Cartmell
M A Tuke
M C Welch
D Wilson
O Millet-Lopez
(Appointed 13 December 2023)
M Mowlem
(Appointed 25 January 2024)
Company number
13076836
Registered office
19/20 Mole Business Park
Randalls Road
Leatherhead
KT22 7BA
Auditor
Moore Kingston Smith LLP
4 Victoria Square
St Albans
Hertfordshire
AL1 3TF
Matortho Group Holdings Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 35
Matortho Group Holdings Limited
Strategic Report
For the year ended 31 December 2023
Page 1

The directors present the strategic report for the year ended 31 December 2023.

Principal activities

The group operates in the orthopaedic market in Medical devices, primarily in knee and hip implants, which it designs, develops, produces, and sells, either through a direct sales channel or a distributor / agency channel.

 

Group structure

On 14 June 2021, Matortho Limited and its subsidiaries were acquired by Matortho Group Holdings Limited, via its 100% owned subsidiary Matortho Holdings Limited.

 

Business Review

There was overall revenue growth in the year of 14%. In AUS, there were no lockdowns like there had been in FY22, which supported growth of 11%. In the UK, revenue growth of 12% was driven by increasing volumes, both privately and in the NHS and the recruitment of new surgeons using MatOrtho products. ROW also grew strongly at 29%, with significant growth in instrument set sales, through a change of strategy, and geographically in Netherlands, Germany and Canada. By the end of the year, Q4 revenues were 7.2% above prior year levels, and this has carried through into the first half of 2024, with revenues 17% higher. The group continues the transition from an "agency-led" sales model to a direct sales model in Australia and this strategy is starting to produce a stream of new surgeons adopting our Saiph and Adept implants. The group continued to make good progress with new product development and clinical testing, specifically with the Saiph Revision Knee and DeltaRom hip implant. In Regulatory, the Saiph knee and Adept hip products have all progressed through the initial stages of EU MDR regulatory approval, and Recerf in both EU MDR and TGA (Australia) regulatory approvals. TGA ReCerf approval in Australia is targeted for late FY24, and the group is preparing to rollout to new surgeons the ReCerf product when it receives regulatory approval.

 

Key Performance Indicators:

Sales

 

 

FY23

FY22

% Growth

£K

 

 

 

 

UK and ROW

 

6,269

5,403

16%

AUS

 

4,475

4,042

11%

 

 

10,744

9,445

14%

Gross Profit and GPM%

£k

 

FY23

FY22

 

 

 

 

Gross Profit

 

5,903

5,512

 

 

 

 

GPM%

 

55%

58%

Gross profit increased by £391k but gross profit margin decreased by 3% in FY23. Although there were higher revenues, there was a significant increase in labour, raw material and energy costs, as well as increases across the cost base in general, due to the high levels of inflation experienced by the UK economy in FY23. FY24 has so far seen a more stable cost environment.

Operating Loss

£k

 

FY23

FY22

 

 

 

 

Operating loss

 

(2,376)

(2,534)

Matortho Group Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 2
Fair review of the business

The operating loss in the year was a result of continued investment in sales and marketing activity, the completion of the switch from an agency to direct model in Australia and an increase in R & D and regulatory spend, as the business continues the MDR (EU) and TGA (Australia) product approval processes and further product development, specifically in Saiph Revision Knee, in order to broaden its approved product range.

 

The Company continues to invest in R & D in support of its new product pipeline to further strengthen its market position as leading designer and manufacturer of cutting-edge orthopaedic implants. In particular, the suite of ceramic hip products including ReCerf and DeltaRom continue to generate interest in the orthopaedic community. Development of the SAIPH Revision Knee is also progressing well and will enable MatOrtho to provide a primary and revision knee system to the market. The regulatory team continue to work with our Approved Notified Body to certify our product portfolio to EU MDR and to TGA approval in Australia during the current transition period which has recently been extended out to 2027. We continue to target early 2025 for Saiph, ReCerf and Adept to receive MDR approval and late 2024 for ReCerf to receive TGA approval.

 

The Board recognises that people are the key factor in enabling the Company to achieve its strategic objectives, and during 2023 further invested in supporting the development of the already highly skilled workforce.

Going concern

The shareholders invested a further £2.9m, by way of loan notes, into MatOrtho Holdings Limited, in July 2024 and this was accompanied by debt facilities of £3.0m from Virgin Money, with a further £1.5m facility when ReCerf obtains MDR and TGA approval. This will provide the Directors with further funding to continue to make strategic investments across new product development and sales and marketing operations to continue driving sales growth over the coming years to make the company profitable and cash generative.

 

Post Balance Sheet Events

As referred to above, the company has undertaken a further fund-raising to support the strategy of the business becoming profitable and cash generative. Details are in the Going Concern Section.

Principal risks and uncertainties

Risk management is an integral component of the Board's corporate governance, and successful execution of the group's strategy depends on identifying and proactively managing the risks inherent in the business.

 

MatOrtho has several products in the research and development stage, whilst the Company is confident these products will obtain the necessary regulatory approvals, there is an inherent risk that regulatory approval may take longer than anticipated or may prove unsuccessful. This is an inherent risk within the Medical Device sector, and this is mitigated by the development of a very experienced team, who have many years' experience in research and development, managing clinical studies and trials to minimise the associated risk. Mike Tuke, the founder and Board Member has operated in this industry for almost 50 years and has directly been involved in some of the major technology advances in this industry.

 

The Company is subject to inflationary cost pressure in many areas, especially in raw materials and energy usage. The Company has taken and will continue to take the necessary actions to mitigate these additional costs where possible.

 

MatOrtho has foreign exposure risk due to the global nature of its revenues. The Company has an appropriate FX and hedging policy in place to mitigate and minimise FX exposure.

Matortho Group Holdings Limited
Strategic Report (Continued)
For the year ended 31 December 2023
Page 3

On behalf of the board

O Millet-Lopez
Director
17 October 2024
Matortho Group Holdings Limited
Directors' Report
For the year ended 31 December 2023
Page 4

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the group is the research and development, manufacture, distribution and sale of surgical equipment. The principal activity of the company is that of a holding company.

Directors

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

S C Cartmell
M W Coupland
(Resigned 25 January 2024)
M A Tuke
M C Welch
D Wilson
O Millet-Lopez
(Appointed 13 December 2023)
M Mowlem
(Appointed 25 January 2024)
Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Auditor

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
O Millet-Lopez
Director
17 October 2024
Matortho Group Holdings Limited
Directors' Responsibilities Statement
For the year ended 31 December 2023
Page 5

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Matortho Group Holdings Limited
Independent Auditor's Report
To the Members of Matortho Group Holdings Limited
Page 6
Opinion

We have audited the financial statements of MatOrtho Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Group Profit and Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are 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.

Matortho Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Matortho Group Holdings Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

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

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 their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

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

 

Responsibilities of directors

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

 

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

Matortho Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Matortho Group Holdings Limited
Page 8
Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Matortho Group Holdings Limited
Independent Auditor's Report (Continued)
To the Members of Matortho Group Holdings Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jeremy Read (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
18 October 2024
Chartered Accountants
Statutory Auditor
4 Victoria Square
St Albans
Hertfordshire
AL1 3TF
Matortho Group Holdings Limited
Group Profit and Loss Account
For the year ended 31 December 2023
Page 10
2023
2022
Notes
£
£
Turnover
3
10,744,154
9,445,294
Cost of sales
(4,841,424)
(3,933,232)
Gross profit
5,902,730
5,512,062
Distribution costs
(3,597,374)
(3,185,065)
Administrative expenses
(4,539,228)
(4,702,007)
Other operating income
-
30,000
Exceptional items
4
(141,963)
(189,433)
Operating loss
5
(2,375,835)
(2,534,443)
Interest receivable and similar income
4,152
319
Interest payable and similar expenses
9
(1,132,792)
(798,112)
Loss before taxation
(3,504,475)
(3,332,236)
Tax on loss
10
251,587
557,207
Loss for the financial year
(3,252,888)
(2,775,029)
Loss for the financial year is all attributable to the owners of the parent company.
Matortho Group Holdings Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2023
Page 11
2023
2022
£
£
Loss for the year
(3,252,888)
(2,775,029)
Other comprehensive income
-
-
Total comprehensive income for the year
(3,252,888)
(2,775,029)
Total comprehensive income for the year is all attributable to the owners of the parent company.
Matortho Group Holdings Limited
Group Balance Sheet
As at 31 December 2023
31 December 2023
Page 12
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
1,176,449
1,332,442
Other intangible assets
11
1
1
Total intangible assets
1,176,450
1,332,443
Tangible assets
12
2,313,368
2,169,673
3,489,818
3,502,116
Current assets
Stocks
16
2,144,257
1,703,882
Debtors
17
2,299,116
2,398,986
Cash at bank and in hand
924,070
1,658,280
5,367,443
5,761,148
Creditors: amounts falling due within one year
18
(3,319,066)
(1,558,260)
Net current assets
2,048,377
4,202,888
Total assets less current liabilities
5,538,195
7,705,004
Creditors: amounts falling due after more than one year
19
(12,656,413)
(11,570,334)
Provisions for liabilities
Provisions
21
(260,000)
(260,000)
(260,000)
(260,000)
Net liabilities
(7,378,218)
(4,125,330)
Capital and reserves
Called up share capital
23
21,521
21,521
Share premium account
7,300
7,300
Profit and loss reserves
(7,407,039)
(4,154,151)
Total equity
(7,378,218)
(4,125,330)
The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
17 October 2024
O Millet-Lopez
Director
Matortho Group Holdings Limited
Company Balance Sheet
As at 31 December 2023
31 December 2023
Page 13
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
340
340
Current assets
Debtors
17
28,481
28,481
Net current assets
28,481
28,481
Net assets
28,821
28,821
Capital and reserves
Called up share capital
23
21,521
21,521
Share premium account
7,300
7,300
Total equity
28,821
28,821

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £nil.

The financial statements were approved by the board of directors and authorised for issue on 17 October 2024 and are signed on its behalf by:
17 October 2024
O Millet-Lopez
Director
Company Registration No. 13076836 (England and Wales)
Matortho Group Holdings Limited
Group Statement of Changes in Equity
For the year ended 31 December 2023
Page 14
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2022
10,000
7,000
(1,379,122)
(1,362,122)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(2,775,029)
(2,775,029)
Issue of share capital
11,543
300
-
11,843
Reduction of shares
(22)
-
-
(22)
Balance at 31 December 2022
21,521
7,300
(4,154,151)
(4,125,330)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(3,252,888)
(3,252,888)
Balance at 31 December 2023
21,521
7,300
(7,407,039)
(7,378,218)
Matortho Group Holdings Limited
Company Statement of Changes in Equity
For the year ended 31 December 2023
Page 15
Share capital
Share premium account
Total
£
£
£
Balance at 1 January 2022
10,000
7,000
17,000
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
-
-
0
Issue of share capital
11,543
300
11,843
Reduction of shares
(22)
-
(22)
Balance at 31 December 2022
21,521
7,300
28,821
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
0
Balance at 31 December 2023
21,521
7,300
28,821
Matortho Group Holdings Limited
Group Statement of Cash Flows
For the year ended 31 December 2023
Page 16
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
26
(1,800,172)
(2,037,344)
Interest paid
(65,076)
(44,392)
Income taxes refunded
935,171
312,148
Net cash outflow from operating activities
(930,077)
(1,769,588)
Investing activities
Purchase of tangible fixed assets
(785,406)
(899,369)
Proceeds from disposal of tangible fixed assets
64,716
94,809
Interest received
4,152
319
Net cash used in investing activities
(716,538)
(804,241)
Financing activities
Proceeds from issue of shares
-
11,821
Proceeds from borrowings
-
3,695,087
Proceeds from new bank loans
1,000,000
-
Payment of finance leases obligations
(87,595)
(12,283)
Net cash generated from financing activities
912,405
3,694,625
Net (decrease)/increase in cash and cash equivalents
(734,210)
1,120,796
Cash and cash equivalents at beginning of year
1,658,280
537,484
Cash and cash equivalents at end of year
924,070
1,658,280
Matortho Group Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2023
Page 17
1
Accounting policies
Company information

MatOrtho Group Holdings Limited (“the company”) is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 19/20 Mole Business Park, Randalls Road, Leatherhead, KT22 7BA.

 

The group consists of MatOrtho Group Holdings Limited and all of its subsidiaries which are detailed in Note 14.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company MatOrtho Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 18
1.4
Going concern

The group made a loss for the year of £3.3m (2022: £2.8m) and had a net current assets position of £2m (2022: £4.2m) and net liabilities position of £7.4m (£4.1m) at the balance sheet date. However, the group had a cash balance of £924k (2022: £1.7m).

 

Turnover for 2023 grew strongly from £9.4m in 2022 to £10.7m in 2023, an increase of 14%. The directors are forecasting growth in future years, especially from the ReCerf product, when it receives full regulatory approval.

 

The directors have produced projections for MatOrtho Group Holdings Limited and its subsidiaries, including MatOrtho Limited, which show future balance sheet, cash flow and results to 2026. These projections indicate that the group and the individual companies will continue to be able to meet its financial liabilities as they fall due. These projections include funding from:

 

 

 

As a result, the directors have a reasonable expectation that the group will have adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 19
1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and 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.

1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
1-15 years straight line
Fixtures and fittings
4 years straight line
Office equipment
4 years straight line
Motor vehicles
4 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

 

There is an additional fixed asset category being assets in the course of construction, these are fixed asset instruments which are manufactured by the entity and the completion spans the year end. They are assets not in use at the year end and thus are not depreciated. When the assets are completed they are transferred into Plant and Machinery and depreciated in accordance with the basis noted above. The other fixed assets are orthopedic instruments sets.

1.10
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 20

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
Cash and cash equivalents

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

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 21
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 22
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

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

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 23
1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.20
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.21
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.22
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
1
Accounting policies
(Continued)
Page 24
1.23

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size of incidence and are one-off in nature.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Depreciation and amortisation

The annual depreciation and amortisation charges in respect of tangible and intangible assets are based on the director's best estimate of useful economic lives and residual values of each asset class. The useful economic lives and residual values of each asset class are reassessed annually. Annual impairment reviews are performed on each class of asset to ensure that the carrying values are appropriate.

Stock provisions

The group makes an estimate of the value of obsolete and slow moving stock lines based on the ageing of stock in hand. Provision is made where the estimated selling price is less than the original cost.

Debtor provisions

The group makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors, the directors consider factors including the ageing profile of debtors and historical experience. Provision is made when there is significant uncertainty over the timing or likelihood of the recovery of debts.

Dilapidations

The group makes an estimate of the value of works required at the end of lease term for leasehold properties, dependent on the terms of the lease, to return the leasehold property to the state it was at the commencement of the team.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 25
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
4,375,520
3,332,116
Australia
4,475,547
4,042,458
Rest of World
1,893,087
2,070,720
10,744,154
9,445,294
2023
2022
£
£
Other revenue
Interest income
4,152
319
Grants received
-
30,000
4
Administrative expenses - exceptional items
2023
2022
£
£
Business combination costs
-
7,557
Organisation restructure costs
-
77,005
Staff termination costs
-
73,911
Other
141,963
30,960
141,963
189,433
5
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(39,535)
55,366
Research and development costs
296,878
434,722
Government grants
-
(30,000)
Depreciation of owned tangible fixed assets
402,379
322,411
Depreciation of tangible fixed assets held under finance leases
16,361
7,936
Impairment of owned tangible fixed assets
299,242
55,471
(Profit)/loss on disposal of tangible fixed assets
(19,963)
45,613
Amortisation of intangible assets
155,993
155,993
Operating lease charges
288,663
294,213
Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 26
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
52,800
48,000
52,800
48,000
For other services
Taxation compliance services
8,250
7,500
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
470,442
245,831
Company pension contributions to defined contribution schemes
23,238
10,093
493,680
255,924
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounts to 3 (2022 - 2)
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
245,464
132,600
Company pension contributions to defined contribution schemes
13,042
7,995
8
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
70
67
-
0
-
0
Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
8
Employees
(Continued)
Page 27

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,164,588
3,435,194
-
0
-
0
Social security costs
397,570
383,085
-
-
Pension costs
549,925
473,907
-
0
-
0
5,112,083
4,292,186
-
0
-
0
9
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
48,662
40,740
Other interest on financial liabilities
1,067,716
753,719
1,116,378
794,459
Other finance costs:
Interest on finance leases and hire purchase contracts
16,378
3,631
Other interest
36
22
Total finance costs
1,132,792
798,112
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(251,587)
(557,207)
Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
10
Taxation
(Continued)
Page 28

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(3,504,475)
(3,332,236)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(665,850)
(633,125)
Tax effect of expenses that are not deductible in determining taxable profit
265,517
161,201
Unutilised tax losses carried forward
526,957
323,226
Permanent capital allowances in excess of depreciation
(104,784)
(172,769)
Amortisation on assets not qualifying for tax allowances
29,639
29,639
Research and development tax credit
(322,166)
(256,725)
Other movements
19,100
(8,654)
Taxation credit
(251,587)
(557,207)
11
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Total
£
£
£
£
Cost
At 1 January 2023 and 31 December 2023
1,559,932
22,500
1
1,582,433
Amortisation and impairment
At 1 January 2023
227,490
22,500
-
0
249,990
Amortisation charged for the year
155,993
-
0
-
0
155,993
At 31 December 2023
383,483
22,500
-
0
405,983
Carrying amount
At 31 December 2023
1,176,449
-
0
1
1,176,450
At 31 December 2022
1,332,442
-
0
1
1,332,443
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.
Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 29
12
Tangible fixed assets
Group
Assets under construction
Plant and equipment
Fixtures and fittings
Office equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2023
1,053,783
4,260,147
138,580
192,002
44,840
5,689,352
Additions
569,970
632,470
17,275
12,649
-
0
1,232,364
Disposals
(580,057)
(117,833)
-
0
(22,625)
(44,840)
(765,355)
Exchange adjustments
-
0
(150)
(58)
(119)
-
0
(327)
At 31 December 2023
1,043,696
4,774,634
155,797
181,907
-
0
6,156,034
Depreciation and impairment
At 1 January 2023
358,623
2,984,490
25,325
144,441
6,800
3,519,679
Depreciation charged in the year
-
0
387,709
846
21,844
8,341
418,740
Impairment losses
299,242
-
0
-
0
-
0
-
0
299,242
Eliminated in respect of disposals
(269,987)
(86,991)
-
0
(22,625)
(15,141)
(394,744)
Exchange adjustments
-
0
(117)
(58)
(76)
-
0
(251)
At 31 December 2023
387,878
3,285,091
26,113
143,584
-
0
3,842,666
Carrying amount
At 31 December 2023
655,818
1,489,543
129,684
38,323
-
0
2,313,368
At 31 December 2022
695,160
1,275,657
113,255
47,561
38,040
2,169,673
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2023
2022
2023
2022
£
£
£
£
Plant and equipment
244,422
139,683
-
0
-
0
Motor vehicles
-
0
21,831
-
0
-
0
244,422
161,514
-
-

Assets under construction are not depreciated as they have yet to be brought into use. Balances in the depreciation section of Assets under construction relate to impairments.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 30
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
340
340
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 1 January 2023 and 31 December 2023
340
Carrying amount
At 31 December 2023
340
At 31 December 2022
340
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
MatOrtho Holdings Limited
19/20 Mole Business Park, Randalls Road, Leatherhead, Surrey, United Kingdom, KT22 7BA
Ordinary
100.00
-
MatOrtho Limited
19/20 Mole Business Park, Randalls Road, Leatherhead, Surrey, United Kingdom, KT22 7BA
Ordinary
-
100.00
MatOrtho PTY Limited
c/o McBurneys, Chartered Accountants, Level 10, 68 Pitt Street, Sydney, NSW 2000, Australia
Ordinary
-
100.00
MatOrtho Europe Limited
Havenlaan 86c, bus 204, 1000, Brussel, Belgium
Ordinary
-
100.00
MatOrtho Ireland Limited
Saint Mary's Place, D07 P4AX, Dublin, Ireland
Ordinary
-
100.00
Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 31
15
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
1,545,977
954,354
28,481
28,481
Carrying amount of financial liabilities
Measured at amortised cost
15,783,470
13,615,609
-
-
16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
344,645
202,356
-
-
Work in progress
576,210
519,198
-
-
Finished goods and goods for resale
1,223,402
982,328
-
0
-
0
2,144,257
1,703,882
-
-
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,340,567
931,750
-
0
-
0
Corporation tax recoverable
322,166
999,980
-
0
-
0
Amounts owed by group undertakings
-
-
28,481
28,481
Other debtors
586,454
440,752
-
0
-
0
Prepayments and accrued income
49,929
26,504
-
0
-
0
2,299,116
2,398,986
28,481
28,481
Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 32
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
20
1,000,000
-
0
-
0
-
0
Obligations under finance leases
53,050
37,908
-
0
-
0
Trade creditors
929,734
765,055
-
0
-
0
Corporation tax payable
52,022
46,252
-
0
-
0
Other taxation and social security
139,987
136,927
-
-
Other creditors
45,837
43,191
-
0
-
0
Accruals and deferred income
1,098,436
528,927
-
0
-
0
3,319,066
1,558,260
-
0
-
0

The finance leases are secured over the assets that they relate to.

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Obligations under finance leases
135,127
116,764
-
0
-
0
Other borrowings
20
12,521,286
11,453,570
-
0
-
0
12,656,413
11,570,334
-
-

The finance leases are secured over the assets that they relate to.

20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
1,000,000
-
0
-
0
-
0
Other loans
12,521,286
11,453,570
-
0
-
0
13,521,286
11,453,570
-
-
Payable within one year
1,000,000
-
0
-
0
-
0
Payable after one year
12,521,286
11,453,570
-
0
-
0
Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
20
Loans and overdrafts
(Continued)
Page 33

The other loans comprise loan notes issued by MatOrtho Holdings Limited. The loan notes are secured by way of fixed and floating charges over the assets of the group and attract interest at 8% per annum. The loan notes are repayable at the earlier of MatOrtho Holdings Limited ceasing to be a wholly owned subsidiary of MatOrtho Group Holdings Limited, any asset sale, any share sale, any listing and their maturity date of 14 June 2026.

 

21
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
Dilapidations provision
260,000
260,000
-
-
Movements on provisions:
Group
£
At 1 January 2023 and 31 December 2023
260,000
22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
549,925
473,907

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

 

At the balance sheet date, contributions totaling £37,374 (2022: £38,079) were outstanding.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 34
23
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary of 1p each
447,000
447,000
4,170
4,170
B Ordinary of 1p each
271,890
271,890
2,719
2,719
C Ordinary of 1p each
171,993
171,993
1,720
1,720
D Ordinary of 1p each
364,480
364,480
3,645
3,645
A1 Ordinary of 1p each
480,587
411,737
4,806
4,117
B1 Ordinary of 1p each
415,530
484,380
4,155
4,844
E Ordinary of 1p each
30,576
30,576
306
306
2,182,056
2,182,056
21,521
21,521

During the year, the company re-designated 68,850 B1 Ordinary shares of 1p each to 68,850 A1 Ordinary shares of 1p each.

 

All classes of shares rank pari pasu except that:

 

- C Ordinary shares do not have voting rights and rights to dividends;

- E Ordinary shares do not have voting rights: and

- all classes of shares have varying rights to participate in a return of capital (including on a winding up) as set out in the company's Memorandum and Articles of Association.

24
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
274,737
203,197
-
-
Between two and five years
1,073,739
387,781
-
-
1,348,476
590,978
-
-
25
Events after the reporting date

As referred in the strategic report, the company has undertaken a further fund-raising to support the strategy of the business becoming profitable and cash generative. Details are in the Going Concern Section.

Matortho Group Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2023
Page 35
26
Cash absorbed by group operations
2023
2022
£
£
Loss for the year after tax
(3,252,888)
(2,775,029)
Adjustments for:
Taxation credited
(251,587)
(557,207)
Finance costs
1,132,792
798,112
Investment income
(4,152)
(319)
(Gain)/loss on disposal of tangible fixed assets
(19,963)
45,613
Amortisation and impairment of intangible assets
155,993
155,993
Depreciation and impairment of tangible fixed assets
717,982
385,818
Foreign exchange gains on cash equivalents
(76)
3
Movements in working capital:
Increase in stocks
(440,375)
(116,130)
(Increase)/decrease in debtors
(577,944)
151,700
Increase/(decrease) in creditors
739,894
(125,898)
Cash absorbed by operations
(1,800,324)
(2,037,344)
27
Analysis of changes in net debt - group
1 January 2023
Cash flows
New finance leases
31 December 2023
£
£
£
£
Cash at bank and in hand
1,658,280
(734,210)
-
924,070
Borrowings excluding overdrafts
(11,453,570)
(2,067,716)
-
(13,521,286)
Obligations under finance leases
(154,672)
87,595
(121,100)
(188,177)
(9,949,962)
(2,714,331)
(121,100)
(12,785,393)
2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.210S C CartmellM W CouplandM A TukeM C WelchD WilsonO Millet-LopezM Mowlemfalsefalse130768362023-01-012023-12-3113076836bus:Director12023-01-012023-12-3113076836bus:Director32023-01-012023-12-3113076836bus:Director42023-01-012023-12-3113076836bus:Director52023-01-012023-12-3113076836bus:Director62023-01-012023-12-3113076836bus:Director72023-01-012023-12-3113076836bus:Director22023-01-012023-12-3113076836bus:RegisteredOffice2023-01-012023-12-31130768362023-12-3113076836bus:Consolidated2023-01-012023-12-3113076836bus:Consolidated2022-01-012022-12-3113076836bus:Consolidated12023-01-012023-12-3113076836bus:Consolidated12022-01-012022-12-31130768362022-01-012022-12-3113076836bus:Consolidated2023-12-3113076836core:Goodwillbus:Consolidated2023-12-3113076836core:Goodwillbus:Consolidated2022-12-3113076836core:OtherResidualIntangibleAssetsbus:Consolidated2023-12-3113076836core:OtherResidualIntangibleAssetsbus:Consolidated2022-12-3113076836core:ComputerSoftwarebus:Consolidated2023-12-3113076836core:PatentsTrademarksLicencesConcessionsSimilarbus:Consolidated2023-12-3113076836core:ComputerSoftwarebus:Consolidated2022-12-3113076836core:PatentsTrademarksLicencesConcessionsSimilarbus:Consolidated2022-12-3113076836bus:Consolidated2022-12-3113076836core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-12-3113076836core:PlantMachinerybus:Consolidated2023-12-3113076836core:FurnitureFittingsbus:Consolidated2023-12-3113076836core:ComputerEquipmentbus:Consolidated2023-12-3113076836core:MotorVehiclesbus:Consolidated2023-12-3113076836core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3113076836core:PlantMachinerybus:Consolidated2022-12-3113076836core:FurnitureFittingsbus:Consolidated2022-12-3113076836core:ComputerEquipmentbus:Consolidated2022-12-3113076836core:MotorVehiclesbus:Consolidated2022-12-31130768362022-12-3113076836core:ShareCapitalbus:Consolidated2023-12-3113076836core:ShareCapitalbus:Consolidated2022-12-3113076836core:SharePremiumbus:Consolidated2023-12-3113076836core:SharePremiumbus:Consolidated2022-12-3113076836core:ShareCapital2023-12-3113076836core:ShareCapital2022-12-3113076836core:SharePremium2023-12-3113076836core:SharePremium2022-12-3113076836core:ShareCapitalbus:Consolidated2021-12-3113076836core:SharePremiumbus:Consolidated2021-12-3113076836core:RetainedEarningsAccumulatedLossesbus:Consolidated2021-12-3113076836core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-12-3113076836core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-12-3113076836core:ShareCapital2021-12-3113076836core:SharePremium2021-12-3113076836core:ShareCapitalbus:Consolidated2022-01-012022-12-3113076836core:SharePremiumbus:Consolidated2022-01-012022-12-3113076836core:ShareCapital2022-01-012022-12-3113076836core:SharePremium2022-01-012022-12-3113076836bus:Consolidated2021-12-3113076836core:Goodwill2023-01-012023-12-3113076836core:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3113076836core:PlantMachinery2023-01-012023-12-3113076836core:FurnitureFittings2023-01-012023-12-3113076836core:ComputerEquipment2023-01-012023-12-3113076836core:MotorVehicles2023-01-012023-12-3113076836core:UKTaxbus:Consolidated2023-01-012023-12-3113076836core:UKTaxbus:Consolidated2022-01-012022-12-3113076836bus:Consolidated22023-01-012023-12-3113076836bus:Consolidated22022-01-012022-12-3113076836core:Goodwillbus:Consolidated2022-12-3113076836core:ComputerSoftwarebus:Consolidated2022-12-3113076836core:PatentsTrademarksLicencesConcessionsSimilarbus:Consolidated2022-12-3113076836bus:Consolidated2022-12-3113076836core:Goodwillbus:Consolidated2023-01-012023-12-3113076836core:ComputerSoftwarebus:Consolidated2023-01-012023-12-3113076836core:PatentsTrademarksLicencesConcessionsSimilarbus:Consolidated2023-01-012023-12-3113076836core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2022-12-3113076836core:PlantMachinerybus:Consolidated2022-12-3113076836core:FurnitureFittingsbus:Consolidated2022-12-3113076836core:ComputerEquipmentbus:Consolidated2022-12-3113076836core:MotorVehiclesbus:Consolidated2022-12-3113076836core:ConstructionInProgressAssetsUnderConstructionbus:Consolidated2023-01-012023-12-3113076836core:PlantMachinerybus:Consolidated2023-01-012023-12-3113076836core:FurnitureFittingsbus:Consolidated2023-01-012023-12-3113076836core:ComputerEquipmentbus:Consolidated2023-01-012023-12-3113076836core:MotorVehiclesbus:Consolidated2023-01-012023-12-3113076836core:PlantMachinery2023-12-3113076836core:PlantMachinery2022-12-3113076836core:MotorVehicles2023-12-3113076836core:MotorVehicles2022-12-3113076836core:CurrentFinancialInstruments2023-12-3113076836core:CurrentFinancialInstruments2022-12-3113076836core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3113076836core:CurrentFinancialInstrumentsbus:Consolidated2022-12-3113076836core:WithinOneYearbus:Consolidated2023-12-3113076836core:WithinOneYearbus:Consolidated2022-12-3113076836core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3113076836core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113076836core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-3113076836core:Non-currentFinancialInstrumentsbus:Consolidated2022-12-3113076836core:Non-currentFinancialInstruments2023-12-3113076836core:Non-currentFinancialInstruments2022-12-3113076836core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3113076836core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2022-12-3113076836core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-12-3113076836core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2022-12-3113076836core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3113076836core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3113076836bus:PrivateLimitedCompanyLtd2023-01-012023-12-3113076836bus:FRS1022023-01-012023-12-3113076836bus:Audited2023-01-012023-12-3113076836bus:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3113076836bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP