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REGISTERED NUMBER: 15213229 (England and Wales)















Strategic Report, Report of the Directors and

Financial Statements for the Period 16 October 2023 to 31 December 2024

for

Signature Medical TopCo Limited

Signature Medical TopCo Limited (Registered number: 15213229)






Contents of the Financial Statements
for the Period 16 October 2023 to 31 December 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Income Statement 8

Other Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


Signature Medical TopCo Limited

Company Information
for the Period 16 October 2023 to 31 December 2024







DIRECTORS: K G Ellis
Ms P M P J Guillot
Dr S Sainudeen
S J Woods





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





REGISTERED NUMBER: 15213229 (England and Wales)





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

Signature Medical TopCo Limited (Registered number: 15213229)

Strategic Report
for the Period 16 October 2023 to 31 December 2024

The directors present their strategic report for the period 16 October 2023 to 31 December 2024.

ON BEHALF OF THE BOARD:





Dr S Sainudeen - Director


21 July 2025

Signature Medical TopCo Limited (Registered number: 15213229)

Report of the Directors
for the Period 16 October 2023 to 31 December 2024

The directors present their report with the financial statements of the company for the period 16 October 2023 to 31 December 2024.

INCORPORATION
The company was incorporated on 16 October 2023 .

PRINCIPAL ACTIVITY
The principal activity of the company in the period under review was that of surgical medical procedures.

DIVIDENDS
In the period, an interim dividend of £200,000 has been paid to the shareholders and a final dividend of £600,00 has been declared.

DIRECTORS
The directors who have held office during the period from 16 October 2023 to the date of this report are as follows:

K G Ellis - appointed 1 November 2023
C Gotti - appointed 1 November 2023 - resigned 13 August 2024
Ms P M P J Guillot - appointed 27 October 2023
P Mehta - appointed 27 October 2023 - resigned 1 November 2023
Dr S Sainudeen - appointed 16 October 2023
S J Woods - appointed 1 November 2023

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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.

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

Signature Medical TopCo Limited (Registered number: 15213229)

Report of the Directors
for the Period 16 October 2023 to 31 December 2024


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


21 July 2025

Report of the Independent Auditors to the Members of
Signature Medical TopCo Limited

Opinion
We have audited the financial statements of Signature Medical TopCo Limited (the 'company') for the period ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and 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 company's affairs as at 31 December 2024 and of its loss for the period then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

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

Report of the Independent Auditors to the Members of
Signature Medical TopCo Limited


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 Report of the Directors.

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

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

In preparing the financial statements, the directors are responsible for assessing the 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.

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
Signature Medical TopCo 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 BA 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

23 July 2025

Signature Medical TopCo Limited (Registered number: 15213229)

Income Statement
for the Period 16 October 2023 to 31 December 2024

Notes £

TURNOVER -

Administrative expenses 1,179,740
(1,179,740 )

Other operating income 15,138
OPERATING LOSS (1,164,602 )

Income from shares in group undertakings 800,000
(364,602 )

Interest payable and similar expenses 4 1,038,412
LOSS BEFORE TAXATION (1,403,014 )

Tax on loss 5 -
LOSS FOR THE FINANCIAL PERIOD (1,403,014 )

Signature Medical TopCo Limited (Registered number: 15213229)

Other Comprehensive Income
for the Period 16 October 2023 to 31 December 2024

Notes £

LOSS FOR THE PERIOD (1,403,014 )


OTHER COMPREHENSIVE INCOME -
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD

(1,403,014

)

Signature Medical TopCo Limited (Registered number: 15213229)

Balance Sheet
31 December 2024

Notes £ £
FIXED ASSETS
Tangible assets 7 100

CURRENT ASSETS
Debtors 8 13,724,219

CREDITORS
Amounts falling due within one year 9 2,357,333
NET CURRENT ASSETS 11,366,886
TOTAL ASSETS LESS CURRENT
LIABILITIES

11,366,986

CREDITORS
Amounts falling due after more than one
year

10

8,000,000
NET ASSETS 3,366,986

CAPITAL AND RESERVES
Called up share capital 12 9,100
Share premium 13 5,560,900
Retained earnings 13 (2,203,014 )
SHAREHOLDERS' FUNDS 3,366,986

The financial statements were approved by the Board of Directors and authorised for issue on 21 July 2025 and were signed on its behalf by:





Dr S Sainudeen - Director


Signature Medical TopCo Limited (Registered number: 15213229)

Statement of Changes in Equity
for the Period 16 October 2023 to 31 December 2024

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £

Changes in equity
Issue of share capital 9,100 - - 9,100
Dividends - (800,000 ) - (800,000 )
Total comprehensive income - (1,403,014 ) - (1,403,014 )
Balance at 31 December 2024 9,100 (2,203,014 ) - (2,193,914 )

Signature Medical TopCo Limited (Registered number: 15213229)

Notes to the Financial Statements
for the Period 16 October 2023 to 31 December 2024

1. STATUTORY INFORMATION

Signature Medical TopCo Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company 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.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements
The financial statements contain information about Signature Medical TopCo Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the 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 balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 period 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.

Signature Medical TopCo Limited (Registered number: 15213229)

Notes to the Financial Statements - continued
for the Period 16 October 2023 to 31 December 2024

2. ACCOUNTING POLICIES - continued

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.

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 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 assets


Signature Medical TopCo Limited (Registered number: 15213229)

Notes to the Financial Statements - continued
for the Period 16 October 2023 to 31 December 2024

2. ACCOUNTING POLICIES - continued
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. EMPLOYEES AND DIRECTORS

There were no staff costs for the period ended 31 December 2024.

The average number of employees during the period was NIL.

£
Directors' remuneration -

4. INTEREST PAYABLE AND SIMILAR EXPENSES
£
Bank interest 1,038,412

5. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the period.

6. DIVIDENDS
£
Ordinary shares of 0.01 each
Final 800,000

7. TANGIBLE FIXED ASSETS
Plant and
machinery
£
COST
Additions 100
At 31 December 2024 100
NET BOOK VALUE
At 31 December 2024 100

8. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
£
Amounts owed by group undertakings 13,724,219

Amounts owed from related parties are interest free and repayable on demand.

Signature Medical TopCo Limited (Registered number: 15213229)

Notes to the Financial Statements - continued
for the Period 16 October 2023 to 31 December 2024

9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
£
Amounts owed to group undertakings 2,357,333

Amounts owed to related parties are interest free and repayable on demand.

10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
£
Other loans (see note 11) 8,000,000

11. LOANS

31.12.24


Other loans - 1 - 2 years1,000,000
1,000,000

Amounts falling due within 2 - 5 years
Other loans - 2 - 5 years4,000,000
4,000,000

Amounts falling due in more than 5 years
Other loans - more than 5 years3,000,000


Total Other Loans8,000,000


The other loan balance relates to a an initial £8,000,000 loan issued as part of a group restructuring 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.

12. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal
value: £
910,000 Ordinary 0.01 9,100

Signature Medical TopCo Limited (Registered number: 15213229)

Notes to the Financial Statements - continued
for the Period 16 October 2023 to 31 December 2024

13. RESERVES
Retained Share
earnings premium Totals
£ £ £

At 16 October 2023 - 5,560,900 5,560,900
Deficit for the period (1,403,014 ) (1,403,014 )
Dividends (800,000 ) (800,000 )
At 31 December 2024 (2,203,014 ) 5,560,900 3,357,886

14. 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', not to disclose related party transactions undertaken with entities which, at the point the transaction was undertaken, where wholly owned subsidiaries within the group.

15. ULTIMATE CONTROLLING PARTY

The smallest group under which the consolidated accounts are drawn up to which includes Signature Medical Topco Limited is SS Medical Holdings Limited. The consolidated accounts are available through Companies House, Crown Way, Cardiff, CF14 3UZ, its registered number being 13692100.

The ultimate controlling party is deemed to be Sayani Sainudeen on account of their 100% shareholding in SS Medical Holdings Limited.

16. GOING CONCERN

The directors regularly assess the performance of the entity and future strategic plans. The directors believe the company is a going concern and has financial support available to meet operational needs for a period of at least 12 months from the balance sheet date.