Company registration number 03164365 (England and Wales)
DE SOUTTER MEDICAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
DE SOUTTER MEDICAL LIMITED
COMPANY INFORMATION
Directors
C Desoutter
A Desoutter
G Desoutter
M Desoutter
A Wansbrough
Secretary
R Whittingham
Company number
03164365
Registered office
Halton Brook Business Park
Weston Road
Aston Clinton
Aylesbury
HP22 5WF
Auditor
Beavis Morgan Audit Limited
82 St John Street
London
EC1M 4JN
DE SOUTTER MEDICAL LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
DE SOUTTER MEDICAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 1 -

The directors present the strategic report for the year ended 31 May 2024.

Review of the business

The principal activity of the company continued to be that of the provision of powered medical instruments.

 

The directors are satisfied with the results shown in the accompanying financial statements and aim to continue improving trade in the coming year. The company continued to operate through branches in Germany, Italy, France, Austria, Belgium and The Netherlands. De Soutter Australia Pty Ltd, a wholly owned subsidiary and De Soutter Medical USA Inc, an 90% owned subsidiary, both continued to trade during the year.

Key performance indicators

The directors consider sales turnover and operating profit margin to be key performance indicators of the business. These are disclosed in the financial statements.

Future Development

The worldwide market for medical devices continues to grow and the directors believe the company is well placed to take advantage of this growth. Maintaining a competitive advantage depends on ongoing development of innovative products and customer services, the company therefore continues to invest in research and development of new product lines and its distribution channels across all markets.

Promoting the success of the company

The Board of Directors, in line with their responsibilities under section 172 of the Companies Act 2006, manage the business in a way they consider would be most likely to promote the success of the company for the benefit of its members, and in doing so have regard to a range of matters including:

 

•    The likely consequences of any decision in the long term

•    The interests of the company’s employees

•    The need to foster good business relationships with suppliers, customers and others

•    The impact of the company’s operations on the community and the environment

•    The need of the company to maintain high standard of business ethics

•    The requirement to act fairly towards all stakeholders of the company

 

The directors of the company meet regularly and are collectively responsible for ensuring that the company’s operations are aligned to our values, concentrating on both short and long term decisions affecting company performance and all stakeholders.

 

Principal risks and uncertainties

The key business risks affecting the company are considered to relate to competition, currency exchange fluctuations, the effect of legislation and regulatory approvals. The business seeks to mitigate exposure to all forms of risk where applicable.

 

Employees

The directors are committed to promoting a diverse and inclusive workplace, reflective of the communities in which it does business. We approach diversity in the broadest sense, recognising that successful businesses flourish through embracing diversity into their business strategy and developing talent at every level in the organisation.

 

The company continues to invest in training and development programs, guided by companywide annual appraisals of staff and regularly communicates with its staff via the company newsletter and other channels.

DE SOUTTER MEDICAL LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 2 -

Customers

Customer relations are at the forefront of our business. On an ongoing basis, senior managers directly engage with our customers, in person, to understand their expectations and the key issues they are facing. This feedback is regularly reviewed by the directors as part of our strategic decisions and how we seek to support our customers.

 

We adapt to our customers’ needs quickly, ensuring our employees continue to support hospital staff with patient cases.

 

Suppliers

Our key suppliers are vital to enable us to deliver high-quality products and services to our customers. We aim to treat all our suppliers fairly, including paying them in a timely manner. It remains critical that our suppliers have a strict compliance and quality ethos. The company strictly adheres to the Modern Slavery Act.

 

Regulators

The company operates in a regulated environment and the directors recognise the importance of open and continuous dialogue with our regulators. Regulators ultimately aim to protect our customers and their patients, providing additional safeguarding, to ensure the company provides safe and effective products and service.

 

Community and Environment

The business has seen significant development of the Aston Clinton site over the course of the financial year. The Directors have been committed to ensuring that the environmental impact has been minimised. Solar panels installed in the previous financial year are working well and excess electricity produced is being transferred back to the grid. Mains gas is no longer used at the site and LED lighting is in use. A Smart Building Management System works to automatically turn lights on and off, depending on occupancy, time of day and time of year.

 

The directors continue to commit funds to charity, both locally and internationally, with a focus on supporting the underprivileged and STEM projects.

 

High Standards of Business Conduct

The company and all its employees operate within a comprehensive anti-bribery and anti-corruption policy which is regularly reviewed and updated reflecting current government guidance.

 

Corporate Governance

The Board continues to comply with relevant law and regulations in relation to governance arrangements and have processes in place to ensure decisions are made at the appropriate level.

On behalf of the board

C Desoutter
Director
24 February 2025
DE SOUTTER MEDICAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024
- 3 -

The directors present their annual report and financial statements for the year ended 31 May 2024.

Branches

The company operates several branches throughout Europe.

Results and dividends

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

Interim dividends were paid during the year amounting to £11,255,000. The directors do not recommend payment of a final dividend.

Directors

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

C Desoutter
A Desoutter
G Desoutter
M Desoutter
A Wansbrough
Research and development

The company continues to invest in research and development into hand held medical devices. No research and development costs are capitalised, but are written off in the year they arise.

Post reporting date events

On 18 July 2024 the company invested a further $3,234,741 in its direct subsidiary, De Soutter Medical Holdings Inc., in order to facilitate the acquisition of a further 10% shareholding in the indirect subsidiary, De Soutter Medical USA Inc.

Future developments

Future developments in the company are discussed in the strategic report.

Auditor

In accordance with the company's articles, a resolution proposing that Beavis Morgan Audit Limited be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report

The company has taken exemption to publish its Energy and Carbon Report on the basis that the company is included in the Energy and Carbon Report of its parent undertaking, Descram Holdings Limited.

Matters covered in the strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of engagement with suppliers, customers and others in a business relationship with the company.

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 company’s auditor 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 company’s auditor is aware of that information.

DE SOUTTER MEDICAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 4 -
On behalf of the board
C Desoutter
Director
24 February 2025
DE SOUTTER MEDICAL LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2024
- 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 company and of the profit or loss of the company 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DE SOUTTER MEDICAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DE SOUTTER MEDICAL LIMITED
- 6 -
Opinion

We have audited the financial statements of De Soutter Medical Limited (the 'company') for the year ended 31 May 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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:

Basis for opinion

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

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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.

Opinions on other matters prescribed by the Companies Act 2006

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

DE SOUTTER MEDICAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DE SOUTTER MEDICAL LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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.

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.

DE SOUTTER MEDICAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DE SOUTTER MEDICAL LIMITED (CONTINUED)
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

 

The following laws and regulations were identified as being of significance to the entity:

 

 

 

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

 

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

Matthew Burge
Senior Statutory Auditor
For and on behalf of Beavis Morgan Audit Limited
24 February 2025
Chartered Accountants
Statutory Auditor
82 St John Street
London
EC1M 4JN
DE SOUTTER MEDICAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
61,790,425
54,100,516
Cost of sales
(23,503,273)
(19,355,752)
Gross profit
38,287,152
34,744,764
Distribution costs
(3,679,583)
(2,828,370)
Administrative expenses
(18,048,880)
(16,569,325)
Other operating income
3
204,038
388,029
Operating profit
6
16,762,727
15,735,098
Income from shares in group undertakings
9
636,385
599,558
Other interest receivable and similar income
9
108,894
149,817
Interest payable and similar expenses
(4,045)
(54)
Profit before taxation
17,503,961
16,484,419
Tax on profit
11
(1,783,288)
(2,371,014)
Profit and total comprehensive income for the financial year
15,720,673
14,113,405

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

DE SOUTTER MEDICAL LIMITED
BALANCE SHEET
AS AT
31 MAY 2024
31 May 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
2,835,729
1,310,750
Investments
13
3,185,942
1,337,002
6,021,671
2,647,752
Current assets
Stocks
15
16,668,944
15,173,228
Debtors
16
15,446,060
12,906,672
Cash at bank and in hand
5,072,135
5,499,466
37,187,139
33,579,366
Creditors: amounts falling due within one year
17
(14,064,279)
(11,689,152)
Net current assets
23,122,860
21,890,214
Total assets less current liabilities
29,144,531
24,537,966
Provisions for liabilities
Deferred tax liability
18
140,892
-
0
(140,892)
-
Net assets
29,003,639
24,537,966
Capital and reserves
Called up share capital
20
100
100
Profit and loss reserves
29,003,539
24,537,866
Total equity
29,003,639
24,537,966
The financial statements were approved by the board of directors and authorised for issue on 24 February 2025 and are signed on its behalf by:
C Desoutter
Director
Company registration number 03164365 (England and Wales)
DE SOUTTER MEDICAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 June 2022
100
20,924,461
20,924,561
Year ended 31 May 2023:
Profit and total comprehensive income
-
14,113,405
14,113,405
Dividends
10
-
(10,500,000)
(10,500,000)
Balance at 31 May 2023
100
24,537,866
24,537,966
Year ended 31 May 2024:
Profit and total comprehensive income
-
15,720,673
15,720,673
Dividends
10
-
(11,255,000)
(11,255,000)
Balance at 31 May 2024
100
29,003,539
29,003,639
DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
- 12 -
1
Accounting policies
Company information

De Soutter Medical Limited is a private company limited by shares incorporated in England and Wales. The registered office is Halton Brook Business Park, Weston Road, Aston Clinton, Aylesbury, HP22 5WF.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

De Soutter Medical Limited is a wholly owned subsidiary of Descram Holdings Limited and the results of De Soutter Medical Limited are included in the consolidated financial statements of Descram Holdings Limited which are available from 1 Halton Brook Business Park, Weston Road Aston Clinton, Aylesbury, Bucks, HP22 5WF.

1.2
Going concern

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

1.3
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.

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.

Revenue from the provision of repair and maintenance services is recognised straight line over the maintenance contract.

 

Revenue from the rental of goods is recognised in the accounting period in which the goods are rented and deferred over the term of the rental contract.

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 13 -
1.4
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred.

1.5
Tangible fixed assets

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

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

Freehold land & buildings
Over 40 years excluding land
Plant and machinery
Over 2 to 8 years
Fixtures, fittings & equipment
Over 5 years
Motor vehicles
Over 4 years

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 credited or charged to profit or loss.

1.6
Fixed asset investments

Interests in subsidiaries 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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. 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.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Stock comprises finished goods for sale and work in progress.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with 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.

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 14 -
Basic financial assets

Basic financial assets, which include trade and other debtors, amounts owed by group undertakings, accrued income, 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.

Impairment of financial assets

Financial assets 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.

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 company 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.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, loans from fellow group undertakings, accruals, and taxation and social security, 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
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 statement of comprehensive income 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
1
Accounting policies
(Continued)
- 15 -
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 enacted or substantively enacted 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 to profit or loss 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 when the company has 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.

1.12
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.

1.13
Retirement benefits

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

1.14
Leases

Rentals payable under operating leases are charged to profit or loss on a straight line basis over the term of the relevant lease.

1.15
Foreign exchange

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the profit and loss account.

2
Judgements and key sources of estimation uncertainty

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

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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.

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 16 -
Key sources of estimation uncertainty

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

Estimated useful lives of tangible fixed assets

Estimation is required in determining the useful lives of such assets and their residual values. See note 12 for the carrying values of tangible fixed assets.

Recoverability of debtors

The company makes an estimate of the recoverable value of trade and other debtors. When assessing the provision against trade and other debtors, management considers factors including the ageing profile of debtors and management's historical experience. See note 16 for the carrying values of trade and other debtors.

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Sale and rental of goods
57,376,071
50,169,567
Maintenance services
4,414,354
3,930,949
61,790,425
54,100,516
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
17,290,355
14,086,204
European Union
25,936,390
21,197,012
Rest of World
18,563,680
18,817,300
61,790,425
54,100,516
2024
2023
£
£
Other revenue
Group management fees received
204,038
388,039

 

4
Research and development expenditure

No research and development costs are capitalised, but are written off in the year they arise. The aggregate amount of research and development expenditure recognised as an expense during the period was £1,839,900 (2023: £1,393,624).

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 17 -
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
23,000
21,600
6
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange losses/(gains)
219,434
(120,771)
Depreciation of owned tangible fixed assets
504,570
528,765
Profit on disposal of tangible fixed assets
(59,465)
(42,986)
Impairment of stocks recognised
1,866,725
1,092,752
Operating lease charges
383,252
309,201
7
Employees

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

2024
2023
Number
Number
Works
68
59
Administration
111
99
Total
179
158

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
10,718,543
9,169,649
Social security costs
1,654,063
1,404,377
Pension costs
313,843
295,299
12,686,449
10,869,325
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
527,938
478,488
DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
8
Directors' remuneration
(Continued)
- 18 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
146,548
131,908
9
Interest receivable and similar income
2024
2023
£
£
Interest on bank deposits
108,894
149,817
Dividends received
636,385
599,558
745,279
749,375
Disclosed on the profit and loss account as follows:
Income from shares in group undertakings
636,385
599,558
Other interest receivable and similar income
108,894
149,817
10
Dividends
2024
2023
£
£
Interim paid
11,255,000
10,500,000
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,100,016
2,388,442
Adjustments in respect of prior periods
-
0
36,750
Double tax relief
(819,175)
(684,027)
Total UK current tax
280,841
1,741,165
Foreign current tax on profits for the current period
1,179,316
890,868
Adjustments in foreign tax in respect of prior periods
(50,695)
(231,709)
Total current tax
1,409,462
2,400,324
Deferred tax
Origination and reversal of timing differences
373,826
(29,310)
Total tax charge
1,783,288
2,371,014
DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
11
Taxation
(Continued)
- 19 -

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

2024
2023
£
£
Profit before taxation
17,503,961
16,484,419
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.00%)
4,375,990
3,296,884
Tax effect of expenses that are not deductible in determining taxable profit
2,170
2,261
Adjustments in respect of prior years
(50,695)
(194,959)
Effect of difference in deferred tax rate
-
0
(5,858)
Double tax relief
(819,175)
(684,027)
Group relief
(1,780,397)
(308,987)
Permanent capital allowances in excess of depreciation
-
0
(4,191)
Research and development tax credit
(329,852)
(258,661)
Other permanent differences
-
0
451
Effect of overseas tax
1,179,316
890,868
Dividend income
(159,096)
(119,928)
Patent box additional deduction
(634,973)
(242,839)
Taxation for the year
1,783,288
2,371,014
DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 20 -
12
Tangible fixed assets
Freehold land & buildings
Plant and machinery
Fixtures, fittings & equipment
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 June 2023
236,570
2,482,930
1,308,971
1,193,910
5,222,381
Additions
-
0
1,078,627
444,259
547,444
2,070,330
Disposals
-
0
-
0
(11,802)
(245,329)
(257,131)
At 31 May 2024
236,570
3,561,557
1,741,428
1,496,025
7,035,580
Depreciation and impairment
At 1 June 2023
35,485
2,167,051
1,143,289
565,806
3,911,631
Depreciation charged in the year
5,915
140,117
81,325
277,213
504,570
Eliminated in respect of disposals
-
0
-
0
-
0
(216,350)
(216,350)
At 31 May 2024
41,400
2,307,168
1,224,614
626,669
4,199,851
Carrying amount
At 31 May 2024
195,170
1,254,389
516,814
869,356
2,835,729
At 31 May 2023
201,085
315,879
165,682
628,104
1,310,750
13
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
14
3,185,942
1,337,002
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 June 2023
1,337,002
Additions
1,848,940
At 31 May 2024
3,185,942
Carrying amount
At 31 May 2024
3,185,942
At 31 May 2023
1,337,002

During the year, the company invested a further $2,350,140 (£1,848,940) in its direct subsidiary, De Soutter Medical Holdings Inc., in order to facilitate the acquisition of a further 10% shareholding in the indirect subsidiary, De Soutter Medical USA Inc., for consideration of $2,350,140 (£1,848,940).

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 21 -
14
Subsidiaries

These financial statements are separate company financial statements for De Soutter Medical Limited.

Details of the company's subsidiaries at 31 May 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
De Soutter Medical (Australia) Pty Limited
1
Distribution of surgical instruments
Ordinary
100
-
De Soutter Medical Holdings Inc.
2
Holding company
Ordinary
100
-
De Soutter Medical USA Inc.
2
Distribution of surgical instruments
Ordinary
-
90
De Soutter Medical GmbH
3
Dormant
Ordinary
100
-

Registered office addresses (all UK unless otherwise indicated):

1
2/12-14 Apollo Drive, Hallam, Victoria 3803, Australia
2
224 Rolling Hill Road, Suite 12A, Mooresville, NC 28117, USA
3
Bahnhofstraße 4, D-66625, Nohfelden, Germany
15
Stocks
2024
2023
£
£
Work in progress
555,342
720,700
Finished goods and goods for resale
16,113,602
14,452,528
16,668,944
15,173,228
16
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
6,740,042
5,573,640
Corporation tax recoverable
1,418,636
-
0
Amounts owed by group undertakings
6,753,988
6,555,557
Other debtors
158,855
216,274
Prepayments and accrued income
374,539
328,267
15,446,060
12,673,738
Deferred tax asset (note 18)
-
0
232,934
15,446,060
12,906,672
DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 22 -
17
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
2,584,839
3,267,710
Amounts due to parent and fellow subsidiary undertakings
8,307,043
5,282,054
Corporation tax
-
0
94,235
Other taxation and social security
911,052
1,092,794
Other creditors
27,499
22,718
Accruals and deferred income
2,233,846
1,929,641
14,064,279
11,689,152
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon. Deferred tax is charged at 25% (2023: 25%).

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Balances:
£
£
£
£
Accelerated/Decelerated capital allowances
(140,892)
-
-
232,934
2024
Movements in the year:
£
Asset at 1 June 2023
232,934
Charge to profit or loss
(373,826)
Liability at 31 May 2024
(140,892)

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

19
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
313,843
295,299

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

 

Included within creditors at the year end is an amount of £22,072 (2023: £20,566) relating to pension contributions outstanding.

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 23 -
20
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
21
Operating lease commitments
Lessee

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

2024
2023
£
£
Within one year
521,082
384,280
Between two and five years
1,943,188
953,464
In over five years
-
0
130,004
2,464,270
1,467,748
22
Events after the reporting date

On 18 July 2024 the company invested a further $3,234,741 in its direct subsidiary, De Soutter Medical Holdings Inc., in order to facilitate the acquisition of a further 10% shareholding in the indirect subsidiary, De Soutter Medical USA Inc.

23
Related party transactions

As permitted under FRS102 s33.1A, the financial statements do not disclose transactions with the parent undertaking and fellow wholly owned subsidiaries.

 

At the balance sheet date, an aggregate total of £6,490,410 (2023: £3,959,899), was owed to Descram Holdings Limited, the parent company.

 

At the balance sheet date, a total of £768,374 was owed from (2023: £95,236 owed to) Zethon Limited, a fellow group subsidiary.

 

At the balance sheet date, a total of £1,816,633 (2023: £1,226,917) was owed to Bushell & Meadows Limited, a fellow group subsidiary.

 

At the balance sheet date, a total of £4,065,554 (2023: £3,094,824) was owed from Prometheus Surgical Limited, a fellow group subsidiary.

 

At the balance sheet date, a total of £127,351 (2023: £123,496) was owed from De Soutter Medical Australia Pty Ltd, a wholly-owned subsidiary of the company.

 

During the year the company made sales of £9,777,458 (2023: £9,697,154) to De Soutter Medical USA Inc. At the balance sheet date, a total of £1,792,709 (2023: £3,337,236) was owed from De Soutter Medical USA Inc., a subsidiary in which the company has an 90% shareholding.

 

All related party balances are interest-free and repayable on demand.

DE SOUTTER MEDICAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024
- 24 -
24
Controlling party

The ultimate and immediate parent company is Descram Holdings Limited which owns 100% of the issued share capital. Descram Holdings Limited is the smallest and largest group for which group financial statements are prepared and are available to the public and may be obtained from 1 Halton Brook Business Park, Weston Road, Aston Clinton, Aylesbury, Bucks, HP22 5WF.

 

There is no one ultimate controlling party.

 

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