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

The Financial statements have been prepared in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council.

A separate Strategic Report or enhanced business report has not been prepared as the Company is entitled to the small companies exemption under Part 15 of section 414B of the Companies Act 2006.

CO.DON UK Group Limited is a company incorporated and domiciled in England and Wales and has its registered office and principal place of business at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.The principal activity of the company are for the development, production and marketing of autologous cell therapies for the minimally invasive repair of cartilage damage in knee joints following traumatic or degenerative defects.

The profit of the Company for the Year Ended 31 December 2024 and the state of the Company's affairs as at that date are set out in the Company's financial statements on pages 4 to 10.

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

At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue.

The Company business activities, together with the factors likely to affect its future development, performance and position are set out in pages 4 to 10 of the financial statements.

The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements. The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately.

The Director has concluded that the Company is not intending to continue the business and will cease trading. As a result, the Company is no longer a going concern and it is the intention of the Director to have the Company struck off the Company's House Register within the next 12 months. It was no longer appropriate to prepare the financial statements for the year ended 31 December 2024 on a going concern basis.

The principal risks are considered to be the wider global economic environment. These risks are reviewed and managed through the Company's business performance and risk management processes.

The profit and loss account has been prepared on the basis that all operations are in respect of non-continuing operations.

There are no other comprehensive expenses or income other than as included in the loss for the current and prior years and therefore a separate statement of comprehensive income is not presented.

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

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.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Co.Don UK Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.

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 as modified by the revaluation of certain assets.

The company has taken advantage of the following disclosure exemptions 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:

- the requirements of Section 11 Financial Instruments paragraphs 11.39 to 11.48A:

- the requirements of Section 33 Related Party Disclosures paragraph 33.7.

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

The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.

The Director is required to assess the availability of resources in order to meet the Company’s financial obligations as they fall due for a period of 12 months from the date of approval of these financial statements.

The Director is also required to identify any material uncertainties that may cast doubt on the Company’s ability to continue as a going concern and disclose these appropriately. The Director has concluded that the Company is not intending to continue the business and will cease trading. As a result, the Company is no longer a going concern and it is the intention of the Director to have the Company struck off the Company's House Register within the next 12 months.

Therefore, it was no longer appropriate to prepare the financial statements for the year ended 31 December 2024 on a going concern basis.

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

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

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

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

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

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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

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

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 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.

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.

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

There were no employees during the year (2023: NIL).

There was no income taxation charged on ordinary activities for the year ended 31 December 2024 or the prior year.

At the time of signing these financial statements, the Company intends to liquidate the business within the next 12 months from the date on which the financial statements are due to be authorised for issue.

The Company is a wholly-owned subsidiary of CO.DON GmbH. a company incorporated and domiciled in Germany. This company's registered office is located at Deutscher Platz 5d, 04103 Leipzig, Germany. CO.DON GmbH is also the ultimate parent company and the controlling party which produces the group financial statements in which the results of the Company are consolidated.