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REGISTERED NUMBER: 13692100 (England and Wales)















Group Strategic Report, Report of the Director and

Audited Consolidated Financial Statements for the Year Ended 31 December 2024

for

SS Medical Holdings Limited

SS Medical Holdings Limited (Registered number: 13692100)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Director 3

Report of the Independent Auditors 4

Consolidated Income Statement 7

Consolidated Statement of Other Comprehensive Income 8

Consolidated Statement of Financial Position 9

Company Statement of Financial Position 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Statement of Cash Flows 13

Notes to the Consolidated Statement of Cash Flows 14

Notes to the Consolidated Financial Statements 16


SS Medical Holdings Limited

Company Information
for the Year Ended 31 December 2024







DIRECTOR: Dr S Sainudeen





REGISTERED OFFICE: 132 Manchester Road
Rochdale
Greater Manchester
OL11 4JQ





REGISTERED NUMBER: 13692100 (England and Wales)





AUDITORS: Haines Watts
Statutory Auditor
3rd Floor Pacific Chambers
11-13 Victoria Street
Liverpool
Merseyside
L2 5QQ

SS Medical Holdings Limited (Registered number: 13692100)

Group Strategic Report
for the Year Ended 31 December 2024

The director presents his strategic report of the company and the group for the year ended 31 December 2024.

REVIEW OF BUSINESS
The principle activity of the group continues to be that of surgical medical procedures.

PRINCIPAL RISKS AND UNCERTAINTIES
The director is responsible for the identification of business risks and for developing plans to mitigate such risk, so to reduce its impact on the group. The director continues to plan and take appropriate action to ensure effective cost management across the group, to further strengthen and develop its service offering, to secure new business, manage and improve liquidity and optimise debt usage.

Prudent management of working capital and liquidity has helped support good commercial decisions, whilst protecting our key stakeholders, customers and suppliers.

During the prior financial year, in October 2023 a private equity transaction was completed and Business Growth Fund ('BGF') acquired a minority stake in the Group. This private equity transaction will support with executing the group's strategic goals.

KEY PERFORMANCE INDICATORS
YE.31.12.24 YE 31.12.23
Group turnover £21,544,677 £20,511,833
Gross margin 72% 70.2%
EBITDA (excl. exceptional costs) £3,078,546 £4,306,139
Profit after tax (£894,366 ) £2,167,841
Cash position £1,275,893 £9,997,450
Total debt £8,022,554 £8,011,667
Current ratio 1.86 1.84

ESG AND SUSTAINABILITY
The director has identified that closely linked with risk in the group's ability to achieve sustainability and the director continue to identify the importance of care and sustainability. The business continues to seek and assess new methods to improve sustainability in its business model and to also reduce its carbon footprint. In addition, the group continues to invest in employee welfare, health & safety, employee engagement and training, and follows government guidance and best practice in these areas.

ON BEHALF OF THE BOARD:





Dr S Sainudeen - Director


20 July 2025

SS Medical Holdings Limited (Registered number: 13692100)

Report of the Director
for the Year Ended 31 December 2024

The director presents his report with the financial statements of the company and the group for the year ended to 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the provision of surgical medical procedures.

DIVIDENDS
No final dividend was recommended.

DIRECTOR
Dr S Sainudeen held office during the whole of the period from 1 January 2024 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
company will continue in business.

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

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

AUDITORS
The auditors, Haines Watts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Dr S Sainudeen - Director


20 July 2025

Report of the Independent Auditors to the Members of
SS Medical Holdings Limited

Opinion
We have audited the financial statements of SS Medical Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Statement of Other Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
SS Medical Holdings Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

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

In preparing the financial statements, the director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

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

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:

Based on our understanding of the company and the industry in which in operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the company, which were contrary to applicable laws and regulations including fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls),and determined that the principle risks were related to inflated revenue and profit.

Report of the Independent Auditors to the Members of
SS Medical Holdings Limited

Audit procedures performed included:

- review of the financial statement disclosures to underlying supporting documentation;
- review of any correspondence with legal advisors, and enquiries of management and those charged with governance around actual and potential litigation and claims;
- enquiries with company's staff to identify any instances with non-compliance with laws and regulations;
- enquiries of management and review of monthly management accounts and reports in so far as they related to the financial statements;
- testing of journals and evaluating, whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud, and evaluating the business rationale of significant transactions outside the normal course of business;
- undertaking detailed substantive testing of material items and a sample of other items;
- consideration of the reasonableness of the figures and analytical review, including comparison with previous years and expected trends; and
- review of the compliance with and effectiveness of internal controls.

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

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

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




Michael Forshaw FCA (Senior Statutory Auditor)
for and on behalf of Haines Watts
Statutory Auditor
3rd Floor Pacific Chambers
11-13 Victoria Street
Liverpool
Merseyside
L2 5QQ

21 July 2025

SS Medical Holdings Limited (Registered number: 13692100)

Consolidated Income Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £ £ £ £

TURNOVER 3 21,544,677 20,511,833

Cost of sales 6,186,354 6,119,582
GROSS PROFIT 15,358,323 14,392,251

Distribution costs 159,275 70,365
Administrative expenses 12,480,964 10,247,801
12,640,239 10,318,166
2,718,084 4,074,085

Other operating income 44,234 30,460
OPERATING PROFIT 5 2,762,318 4,104,545

Exceptional costs 6 (2,025,796 ) -
Profit/loss on sale of invest 6 - (945,922 )
736,522 3,158,623

Interest receivable and similar income 40,142 4,059
776,664 3,162,682

Interest payable and similar expenses 7 887,961 248,237
(LOSS)/PROFIT BEFORE TAXATION (111,297 ) 2,914,445

Tax on (loss)/profit 8 783,069 746,602
(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(894,366

)

2,167,843
(Loss)/profit attributable to:
Owners of the parent (980,620 ) 1,645,918
Non-controlling interests 86,254 521,925
(894,366 ) 2,167,843

SS Medical Holdings Limited (Registered number: 13692100)

Consolidated Statement of Other Comprehensive Income
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £ £

(LOSS)/PROFIT FOR THE YEAR (894,366 ) 2,167,843


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(894,366

)

2,167,843

Total comprehensive income attributable to:
Owners of the parent (980,620 ) 1,645,918
Non-controlling interests 86,254 521,925
(894,366 ) 2,167,843

SS Medical Holdings Limited (Registered number: 13692100)

Consolidated Statement of Financial Position
31 December 2024

31.12.24 31.12.23
Notes £ £ £ £
FIXED ASSETS
Tangible assets 11 2,429,686 1,437,301
Investments 12 - -
2,429,686 1,437,301

CURRENT ASSETS
Stocks 13 42,603 -
Debtors 14 16,065,250 12,442,873
Cash at bank and in hand 1,275,893 9,997,450
17,383,746 22,440,323
CREDITORS
Amounts falling due within one year 15 9,352,100 12,163,905
NET CURRENT ASSETS 8,031,646 10,276,418
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,461,332

11,713,719

CREDITORS
Amounts falling due after more than one
year

16

(8,000,000

)

(7,004,667

)

PROVISIONS FOR LIABILITIES 19 (123,111 ) (102,657 )
NET ASSETS 2,338,221 4,606,395

CAPITAL AND RESERVES
Called up share capital 20 1,073 1,073
Merger reserve 21 (340,162 ) (341,162 )
Retained earnings 21 234,590 2,590,018
SHAREHOLDERS' FUNDS (104,499 ) 2,249,929

NON-CONTROLLING INTERESTS 22 2,442,720 2,356,466
TOTAL EQUITY 2,338,221 4,606,395

The financial statements were approved by the director and authorised for issue on 20 July 2025 and were signed by:





Dr S Sainudeen - Director


SS Medical Holdings Limited (Registered number: 13692100)

Company Statement of Financial Position
31 December 2024

31.12.24 31.12.23
Notes £ £ £ £
FIXED ASSETS
Tangible assets 11 918,086 328,820
Investments 12 4,908 4,908
922,994 333,728

CURRENT ASSETS
Debtors 14 13,225,691 5,238,383
Cash at bank 452,329 8,459,914
13,678,020 13,698,297
CREDITORS
Amounts falling due within one year 15 11,997,563 10,741,100
NET CURRENT ASSETS 1,680,457 2,957,197
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,603,451

3,290,925

CAPITAL AND RESERVES
Called up share capital 20 1,073 1,073
Retained earnings 21 2,602,378 3,289,852
SHAREHOLDERS' FUNDS 2,603,451 3,290,925

Company's (loss)/profit for the financial
year

(112,667

)

2,852,352

The financial statements were approved by the director and authorised for issue on 20 July 2025 and were signed by:





Dr S Sainudeen - Director


SS Medical Holdings Limited (Registered number: 13692100)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Merger
capital earnings reserve
£ £ £
Balance at 1 January 2023 1,073 3,115,824 (341,162 )

Changes in equity
Profit for the year - 1,645,918 -
Other comprehensive income - (2,171,724 ) -
Total comprehensive income - (525,806 ) -
1,073 2,590,018 (341,162 )
Acquisition of non-controlling
interest

-

-

-
Balance at 31 December 2023 1,073 2,590,018 (341,162 )

Changes in equity
Deficit for the year - (980,620 ) -
Other comprehensive income - - 1,000
Total comprehensive income - (980,620 ) 1,000
Dividends - (1,374,807 ) -
Balance at 31 December 2024 1,073 234,591 (340,162 )
Non-controlling Total
Total interests equity
£ £ £
Balance at 1 January 2023 2,775,735 (337,280 ) 2,438,455

Changes in equity
Profit for the year 1,645,918 521,925 2,167,843
Other comprehensive income (2,171,724 ) - (2,171,724 )
Total comprehensive income (525,806 ) 521,925 (3,881 )
2,249,929 184,645 2,434,574
Acquisition of non-controlling
interest

-

2,171,821

2,171,821
Balance at 31 December 2023 2,249,929 2,356,466 4,606,395

Changes in equity
Deficit for the year (980,620 ) 86,254 (894,366 )
Other comprehensive income 1,000 - 1,000
Total comprehensive income (979,620 ) 86,254 (893,366 )
Dividends (1,374,807 ) - (1,374,807 )
Balance at 31 December 2024 (104,498 ) 2,442,720 2,338,222

SS Medical Holdings Limited (Registered number: 13692100)

Company Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 January 2023 1,073 437,500 438,573

Changes in equity
Total comprehensive income - 2,852,352 2,852,352
Balance at 31 December 2023 1,073 3,289,852 3,290,925

Changes in equity
Dividends - (574,807 ) (574,807 )
Total comprehensive income - (112,667 ) (112,667 )
Balance at 31 December 2024 1,073 2,602,378 2,603,451

SS Medical Holdings Limited (Registered number: 13692100)

Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 (5,350,934 ) (1,683,051 )
Interest paid (887,961 ) (248,237 )
Tax paid 110,790 (1,234,237 )
Net cash from operating activities (6,128,105 ) (3,165,525 )

Cash flows from investing activities
Purchase of tangible fixed assets (1,311,844 ) (720,206 )
Sale of tangible fixed assets 3,231 -
Interest received 40,142 4,059
Net cash from investing activities (1,268,471 ) (716,147 )

Cash flows from financing activities
New loans in year - 8,000,000
Loan repayments in year - (44,882 )
Amount introduced by directors 49,826 1,845,276
Amount withdrawn by directors - (2,008,553 )
Amounts introduced by NCI - 5,560,900
Equity dividends paid (1,374,807 ) -
Net cash from financing activities (1,324,981 ) 13,352,741

(Decrease)/increase in cash and cash equivalents (8,721,557 ) 9,471,069
Cash and cash equivalents at beginning of
year

2

9,997,450

526,381

Cash and cash equivalents at end of year 2 1,275,893 9,997,450

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.24 31.12.23
£ £
(Loss)/profit before taxation (111,297 ) 2,914,445
Depreciation charges 316,228 200,564
Loss on disposal of fixed assets - 1,032
Finance costs 887,961 248,237
Finance income (40,142 ) (4,059 )
1,052,750 3,360,219
Increase in stocks (42,603 ) -
Increase in trade and other debtors (3,672,203 ) (6,903,897 )
(Decrease)/increase in trade and other creditors (2,688,878 ) 1,860,627
Cash generated from operations (5,350,934 ) (1,683,051 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£ £
Cash and cash equivalents 1,275,893 9,997,450
Year ended 31 December 2023
31.12.23 1.1.23
£ £
Cash and cash equivalents 9,997,450 526,381


SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Statement of Cash Flows
for the Year Ended 31 December 2024

3. ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

Other
non-cash
At 1.1.24 Cash flow changes At 31.12.24
£ £ £ £
Net cash
Cash at bank
and in hand 9,997,450 (8,721,557 ) 1,275,893
9,997,450 (8,721,557 ) 1,275,893
Debt
Debts falling due
within 1 year (1,007,000 ) (10,887 ) 1,000,000 (17,887 )
Debts falling due
after 1 year (7,004,667 ) - (1,000,000 ) (8,004,667 )
(8,011,667 ) (10,887 ) - (8,022,554 )
Total 1,985,783 (8,732,444 ) - (6,746,661 )

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

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

2. ACCOUNTING POLICIES

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

Basis of consolidation
The consolidated group financial statements consist of the financial statements of the company, SS Medical Holdings Limited, together with all the entities controlled by the company ('its subsidiaries'). There are no interests in joint ventures or associates.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in 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.

The group accounts are prepared under merger accounting principles.

Critical judgements and estimates
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

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

1) Classification of leases - the classification of leases between finance and operational leases requires the company to determine, based on an evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be recognised in the statement of financial position.

2) Recoverability of debtors - financial assets including intercompany loans and trade receivables require judgement to assess for signs of impairment and if they are expected to be recoverable.

Critical accounting 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 are 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 are 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.

Turnover
Turnover is generated through the provision of surgical procedures. Transactions are initially recognised at cost, less the deposit paid by the customer, value added tax and other sales taxes, and is recognised at the point the procedures is performed.

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 10% on cost
Plant and machinery - 25% on cost
Fixtures and fittings - 25% on cost
Motor vehicles - 33% on cost
Computer equipment - 25% on cost

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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

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 Statement of Financial Position when the company becomes party to the contractual provision 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.

Basic financial assets
Basic financial assets, which include trade and other receivables and cash and cash equivalents, are initially measured at transaction price, including transaction costs, and are then subsequently carried at amortised cost using the effective interest method, less provision for impairment, unless arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future lease receipts discounted at a market rate of interest Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future
cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying value amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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 company after the deduction of its liabilities.

Basic financial instruments, which include trade and other payables and bank and other loans are initially measured at their transaction price after transaction costs. When this constitute a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Derecognition of financial instruments

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

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire, are discharged or cancelled.

3. TURNOVER

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.12.24 31.12.23
£ £
Surgical medical procedures 21,544,677 20,511,833
21,544,677 20,511,833

An analysis of turnover by geographical market is given below:

31.12.24 31.12.23
£ £
United Kingdom 21,544,677 20,511,833
21,544,677 20,511,833

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

4. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
£ £
Wages and salaries 4,644,558 3,253,181
Social security costs 467,741 317,926
Other pension costs 60,811 43,297
5,173,110 3,614,404

The average number of employees during the year was as follows:
31.12.24 31.12.23

Admin and medical staff 111 86

The average number of employees by undertakings that were proportionately consolidated during the year was 111 (2023 - 86 ) .

31.12.24 31.12.23
£ £
Director's remuneration 140,000 63,077

5. OPERATING PROFIT

The operating profit is stated after charging:

31.12.24 31.12.23
£ £
Hire of plant and machinery 109,375 151,020
Depreciation - owned assets 316,228 196,858
Loss on disposal of fixed assets - 1,032

6. EXCEPTIONAL ITEMS

Included within exceptional items are a £1,573,972 connected company debtor write off due to the entity entering administration, and £451,823 of exceptional legal and professional fees.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
£ £
Loan note interest 881,807 (21,355 )
Interest payable 6,154 269,592
887,961 248,237

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

8. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
31.12.24 31.12.23
£ £
Current tax:
UK corporation tax 671,006 704,289
Overprovision relating to prior periods 91,609 -
Total current tax 762,615 704,289

Deferred tax 20,454 42,313
Tax on (loss)/profit 783,069 746,602

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
£ £
(Loss)/profit before tax (111,297 ) 2,914,445
(Loss)/profit multiplied by the standard rate of corporation tax in the UK
of 25 % (2023 - 23.521 %)

(27,824

)

685,507

Effects of:
Expenses not deductible for tax purposes 401,941 84,940
Capital allowances in excess of depreciation (76,743 ) (97,722 )
Deferred tax movement - 42,313

Tax losses carried forward 485,695 31,564
Total tax charge 783,069 746,602

9. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


10. DIVIDENDS
31.12.24 31.12.23
£ £
Ordinary shares of 1 each
Interim 1,374,807 -

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

11. TANGIBLE FIXED ASSETS

Group
Freehold Improvements Plant and
property to property machinery
£ £ £
COST
At 1 January 2024 1,138,909 5,820 495,444
Additions 936,348 39,239 248,263
Disposals - - (3,300 )
At 31 December 2024 2,075,257 45,059 740,407
DEPRECIATION
At 1 January 2024 134,260 - 154,183
Charge for year 85,145 742 180,557
Eliminated on disposal - - (69 )
At 31 December 2024 219,405 742 334,671
NET BOOK VALUE
At 31 December 2024 1,855,852 44,317 405,736
At 31 December 2023 1,004,649 5,820 341,261

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£ £ £ £
COST
At 1 January 2024 25,690 - 102,339 1,768,202
Additions 47,816 5,994 34,184 1,311,844
Disposals - - - (3,300 )
At 31 December 2024 73,506 5,994 136,523 3,076,746
DEPRECIATION
At 1 January 2024 13,288 - 29,170 330,901
Charge for year 13,640 499 35,645 316,228
Eliminated on disposal - - - (69 )
At 31 December 2024 26,928 499 64,815 647,060
NET BOOK VALUE
At 31 December 2024 46,578 5,495 71,708 2,429,686
At 31 December 2023 12,402 - 73,169 1,437,301

Included in cost of land and buildings is freehold land of £323,000 (2023 - £323,000) which is not depreciated.

Freehold property is recorded under the cost model.

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

11. TANGIBLE FIXED ASSETS - continued

Company
Freehold Improvements
property to property Totals
£ £ £
COST
At 1 January 2024 323,000 5,820 328,820
Additions 595,726 - 595,726
At 31 December 2024 918,726 5,820 924,546
DEPRECIATION
Charge for year 6,460 - 6,460
At 31 December 2024 6,460 - 6,460
NET BOOK VALUE
At 31 December 2024 912,266 5,820 918,086
At 31 December 2023 323,000 5,820 328,820

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 January 2024
and 31 December 2024 4,908
NET BOOK VALUE
At 31 December 2024 4,908
At 31 December 2023 4,908

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

12. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

Signature Medical Topco Limited
Registered office: United Kingdom
Nature of business: Holding company
%
Class of shares: holding
Ordinary 53.90
31.12.24 31.12.23
£ £
Aggregate capital and reserves 3,366,986 3,956,655
Loss for the year (1,403,014 ) (1,213,345 )

In addition to the direct holding within Signature Medical Topco Limited, the Company also holds indirect investments in the below entities through its controlling interest in Signature Medical Topco. The results of these entities have been consolidated within these accounts:

Share Type Shareholding Year End Status

Signature Medical Limited Ordinary shares 53.1% 31.12.2024 Trading
Signature Medical Glasgow Limited Ordinary shares 53.1% 31.12.2024 Trading
Signature Medical Cardiff Limited Ordinary shares 53.1% 31.12.2024 Trading
Signature Medical London Limited Ordinary shares 53.1% 31.12.2024 Dormant
Signature Medical Birmingham
Limited

Ordinary shares

53.1%

31.12.2024

Dormant
Signature Medical Manchester Limited Ordinary shares 53.1% 31.12.2024 Dormant
Swift Surgical Limited Ordinary shares 53.1% 31.12.2024 Trading
Signature Medical Dublin Limited Ordinary shares 53.1% 31.12.2024 Dormant


13. STOCKS

Group
31.12.24 31.12.23
£ £
Stocks 42,603 -

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£ £ £ £
Trade debtors 1,614,153 1,345,865 - -
Amounts owed by related undertakings 11,321,394 8,175,242 10,137,240 3,129,830
Amounts owed by participating interests - - 350,000 100,000
Other debtors 779,915 834,900 779,898 -
Directors' current accounts 1,958,727 2,008,553 1,958,553 2,008,553
Called up share capital not paid 1,200 200 - -
Prepayments and accrued income 389,861 78,113 - -
16,065,250 12,442,873 13,225,691 5,238,383

Amounts owed by related entities are interest free and payable on demand.

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£ £ £ £
Bank loans and overdrafts (see note 17) 17,887 7,000 - -
Trade creditors 771,578 569,831 - -
Amounts owed to related undertakings 3,000 6,568,101 10,741,100 10,741,100
Amounts owed to participating interests 1,897,000 - - -
Tax 1,714,081 1,517,889 660,737 -
Social security and other taxes 118,943 133,721 - -
VAT 1,058,709 1,116,620 - -
Other creditors 608,269 (406,914 ) 595,726 -
Bank loans and overdrafts - (1 ) - -
Accruals and deferred income 3,162,633 2,657,658 - -
9,352,100 12,163,905 11,997,563 10,741,100

Amounts owed to participating interests due within one year are interest free and payable on demand.

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
31.12.24 31.12.23
£ £
Bank loans (see note 17) - 4,667
Amounts owed to related undert
akings 8,000,000 7,000,000
8,000,000 7,004,667

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

17. LOANS

Group
31.12.23 31.12.23

£    £   
Amounts falling due within 1 year
Bank loans - less than 1 year 17,887 7,000
Amounts owed to related undertakings - less than 1 year - 1,000,000
17,887 1,007,000

Amounts falling due within 1- 2 years
Bank loans - 1 - 2 years - 4,667
Amounts owed to related undertakings - 1 - 2 years 2,000,000 1,000,000
2,000,000 1,004,667

Amounts falling due within 2 - 5 years
Bank loans - 2 - 5 years - -
Amounts owed to related undertakings - 2 - 5 years 3,000,000 3,000,000
3,000,000 3,000,000

Amounts falling due in more than 5 years
Amounts owed to related undertakings - more than 5 years 3,000,000 3,000,000


The other loan balance relates to a an initial £8,000,000 loan issued as part of the partial share acquisition made by the entity in October 2023. The loan is an unsecured loan which incurs interest at 11% pa and is repayable in yearly installments of £1,000,000, with the first payment due in 2026, with the remaining installments to be paid on the same date each year. The amount outstanding of £8,000,000 is disclosed within amounts owed to related undertakings within the creditors note above.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
31.12.24 31.12.23
£ £
Within one year 276,053 170,433
Between one and five years 792,053 565,313
In more than five years 442,505 368,564
1,510,611 1,104,310

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

19. PROVISIONS FOR LIABILITIES

Group
31.12.24 31.12.23
£ £
Deferred tax
Accelerated capital allowances - 273,130
Deferred tax 123,111 (170,473 )
123,111 102,657

Group
Deferred tax
£
Balance at 1 January 2024 102,657
Provided during year 20,454
Accelerated capital allowances
Balance at 31 December 2024 123,111

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £ £
1,073 Ordinary 1 1,073 1,073

21. RESERVES

Group
Retained Merger
earnings reserve Totals
£ £ £

At 1 January 2024 2,590,017 (341,162 ) 2,248,855
Deficit for the year (980,620 ) (980,620 )
Dividends (1,374,807 ) (1,374,807 )
Movement on reconstruction - 1,000 1,000
At 31 December 2024 234,590 (340,162 ) (105,572 )

Company
Retained
earnings
£

At 1 January 2024 3,289,852
Deficit for the year (112,667 )
Dividends (574,807 )
At 31 December 2024 2,602,378

SS Medical Holdings Limited (Registered number: 13692100)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

21. RESERVES - continued


22. NON-CONTROLLING INTERESTS

During the year, prior to the investment made into the Group by BGF in October 2023, the non-controlling interest was 23%. On 27 October 2023, following the investment into the Group by BGF, the non-controlling interest increased to 46.1%.

23. DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 December 2024 and 31 December 2023:

31.12.24 31.12.23
£ £
Dr S Sainudeen
Balance outstanding at start of year 2,007,553 1,845,276
Amounts advanced 174 2,007,553
Amounts repaid (50,000 ) (1,845,276 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 1,957,727 2,007,553

The Directors loan account is interest free and repayable on demand.

24. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', to not disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Amounts disclosed as owed from related undertakings relate to loans extended to entities who have a non-controlling interests in the Group or entities linked through joint directorship. These amounts are interest free, unsecured loans and are repayable on demand.

The amounts owed to related undertakings related to amounts owed to BGF, £8,000,000 of this relating to an unsecured loan, please refer to note 16 above for further detail.

25. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Dr S Sainudeen.

26. GOING CONCERN

In the opinion of the Director the group is considered a going concern. In making this assessment, key ratios are taken into consideration as well as after date trading and strategic plans for the group. It is considered the group has sufficient reserves to meet debts as they fall due and to continue trading for the foreseeable future.