Company No: 02809824 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Mr. A. Mcclellan (Appointed 20 June 2025)
	Mr. M. Woods

REGISTERED OFFICE	Building 81 Greenham Business Park
	Newbury
	RG19 6HW
	United Kingdom

COMPANY NUMBER

02809824 (England and Wales)

ACCOUNTANT	Verallo
	Century House
	Wargrave Road
	Henley-on-Thames
	Oxfordshire
	United Kingdom
	RG9 2LT

	Note	2024		2023
		£		£
Fixed assets
Tangible assets	3	40,775		46,872
Investments	4	202,929		202,929
		243,704		249,801
Current assets
Stocks		1,484,410		1,146,390
Debtors	5	777,501		1,144,082
Cash at bank and in hand		472,977		586,980
		2,734,888		2,877,452
Creditors: amounts falling due within one year	6	( 2,208,905)		( 2,293,760)
Net current assets		525,983		583,692
Total assets less current liabilities		769,687		833,493
Creditors: amounts falling due after more than one year	7	( 8,334)		( 18,333)
Net assets		761,353		815,160
Capital and reserves
Called-up share capital	8	1,000		1,000
Profit and loss account		760,353		814,160
Total shareholder's funds		761,353		815,160

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of Osteotec Limited (registered number: 02809824) were approved and authorised for issue by the Board of Directors on 23 September 2025. They were signed on its behalf by:

Mr. M. Woods Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Osteotec Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Building 81 Greenham Business Park, Newbury, RG19 6HW, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the sale of goods is recognised when the goods are physically delivered to the customer.

Employee benefits

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

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

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements	5 years straight line
Computer equipment	20 % reducing balance

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Leases

The Company as lessee
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Profit and Loss Account over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity. Cost is calculated using the FIFO (first-in, first-out) method. Provision is made for obsolete, slow-moving or defective items where appropriate.

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

Cash and cash equivalents

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

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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

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

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

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

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	23		19

3. Tangible assets

	Leasehold improve- ments		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	27,705		165,132		192,837
Additions	0		8,243		8,243
At 31 December 2024	27,705		173,375		201,080
Accumulated depreciation
At 01 January 2024	22,164		123,801		145,965
Charge for the financial year	5,541		8,799		14,340
At 31 December 2024	27,705		132,600		160,305
Net book value
At 31 December 2024	0		40,775		40,775
At 31 December 2023	5,541		41,331		46,872

4. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	202,929
At 31 December 2024	202,929
Carrying value at 31 December 2024	202,929
Carrying value at 31 December 2023	202,929

Investments in shares

Name of entity	Registered office	Class of shares	Ownership 31.12.2024
Synerception Limited	United Kingdom	Ordinary	100.00%
Osteotec Ireland Limited	Ireland	Ordinary	100.00%
Osteotec Nordics AB	Sweden	Ordinary	100.00%

The capital and reserves and the profit/(loss) of the subsidiary undertakings was as follows:

	Capital and reserves at 2024	Profit/(loss) for the year ended 2024
	£	£
Synerception Limited	1,000	(3,614)
Osteotec Ireland Limited	298,015	247,687
Osteotec Nordics AB	(77,234)	(92,749)

5. Debtors

	2024		2023
	£		£
Trade debtors	505,294		795,048
Amounts owed by Group undertakings	158,831		282,262
Prepayments	36,146		36,625
Other debtors	77,230		30,147
	777,501		1,144,082

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Bank loans	10,000		10,000
Trade creditors	1,281,622		1,633,606
Amounts owed to Group undertakings	72,144		71,883
Amounts owed to directors	237		231
Accruals and deferred income	373,342		449,664
Corporation tax	209,364		14,973
Other taxation and social security	141,796		36,860
Other creditors	120,400		76,543
	2,208,905		2,293,760

7. Creditors: amounts falling due after more than one year

	2024		2023
	£		£
Bank loans	8,334		18,333

8. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
1,000 Ordinary shares of £ 1.00 each	1,000		1,000

9. Financial commitments

Commitments

	2024		2023
	£		£
Total future minimum lease payments under non-cancellable operating lease	62,436		345

10. Related party transactions

The company is exempt under FRS 102 s33.1A from disclosing any transaction with wholly owned Group companies.

11. Ultimate controlling party

The ultimate controlling party is Mr. M. Woods by virtue of his majority shareholding in the parent company Osteotec Holdings Limited, a company incorporated in England & Wales.