ACCOUNTS - Final Accounts preparation

Company registration number: 09796975

	FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 30 JUNE 2025

	ORTHOSON LIMITED


ORTHOSON LIMITED

COMPANY INFORMATION

Directors	Professor C C Coussios
	R E Simmonds
	G O Edwards
	J H C Mallinson
	Dr N C Birch
	A-T Doxiadis
	K M Reali


Registered number	09796975


Registered office	The Magdalen Centre
	Robert Robinson Avenue
	Oxford
	Oxfordshire
	OX4 4GA


Independent auditors	Menzies LLP
	Chartered Accountants & Statutory Auditor
	Midas House
	62 Goldsworth Road
	Woking
	Surrey
	GU21 6LQ


ORTHOSON LIMITED

CONTENTS

	Page
Statement of financial position	1 - 2
Notes to the financial statements	3 - 10


ORTHOSON LIMITED REGISTERED NUMBER:09796975

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2025

		2025		2024
Note		£		£

Fixed assets
Intangible assets	4		89,139		40,325
Tangible assets	5		54,366		164,863
			143,505		205,188
Current assets
Debtors: amounts falling due within one year	6	433,224		489,408
Bank and cash balances		3,502,665		2,150,948
		3,935,889		2,640,356
Creditors: amounts falling due within one year	7	(287,278)		(132,978)
Net current assets			3,648,611		2,507,378
Total assets less current liabilities			3,792,116		2,712,566
Provisions for liabilities
Provisions	8	(37,444)		(30,000)
			(37,444)		(30,000)
Net assets			3,754,672		2,682,566

Capital and reserves
Called up share capital	4,219	4,202
Share premium account	11,472,147	11,472,147
Other reserves	3,217,709	-
Profit and loss account	(10,939,403)	(8,793,783)
	3,754,672	2,682,566

Page 1


ORTHOSON LIMITED REGISTERED NUMBER:09796975

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 30 JUNE 2025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

R E Simmonds

Director

Date: 10 November 2025

The notes on pages 3 to 10 form part of these financial statements.

Page 2


ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

1.	General information

OrthoSon Limited is a private company limited by shares, incorporated in the United Kingdom under the Companies Act 2006, registered in England and Wales.

The address of its registered office is disclosed on the company information page. The principal place of business is the same as the registered office.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Licence option

During the period ended 30 June 2016, the Company capitalised an option to license or assign certain pieces of intellectual property in the field of orthopaedic surgery on the basis that it is likely to be of significant use to the business for the foreseeable future. Amortisation of the option to licence will begin, on a 25% declining balance basis, once commercialisation of the technology has begun.

2.3

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future.
The Company incurred a loss of £2,145,620 (2024: £2,608,346). At year end, it held cash balances of £3,502,665 (2024: £2,150,948).
During the year, the Company raised £3,217,709 through an Advance Subscription Agreement (ASA) round, which remained open at the reporting date. These funds are being used to support the Company’s ongoing research and development (R&D) programme.
The Company anticipates further funding requirements to support its continuing R&D activities and planned clinical trials. A priced funding round is planned for completion in 2026.
In assessing the going concern basis of preparation, the Directors have considered current cash reserves, expected proceeds from the ongoing ASA round. Based on the Company’s financial forecasts, these sources of funding are expected to provide sufficient liquidity to meet the Company’s obligations throughout the going concern assessment period.
Whilst the Directors remain confident in the successful completion of the upcoming priced round, the absence of binding funding commitments at the date of approval of these financial statements represents a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern.
The Directors believe it is appropriate to prepare the financial statements on a going concern basis. These financial statements do not include the adjustments that would be required if the Company were unable to continue as a going concern.

Page 3


ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

2.5

Operating leases: the Company as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

Page 4


ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.9

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Development costs are an intangible asset already being used to contribute to the development of the company's technology. The Company amortises on a 25% declining balance basis.

2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property	-	Over life of lease
Plant and machinery	-	33%
Office equipment	-	33%
Computer equipment	-	33%
Lab Equipment	-	33%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.12

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.

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ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

2.Accounting policies (continued)

2.13

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to profit or loss.

2.14

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Employees

The average monthly number of employees, including directors, during the year was 12 (2024 - 18).

4.	Intangible assets

	Patents	Development expenditure	Licence option	Total
	£	£	£	£
Cost
At 1 July 2024	125,100	68,750	5,000	198,850
Additions	100,000	-	-	100,000
Disposals	(89,357)	-	(5,000)	(94,357)
At 30 June 2025	135,743	68,750	-	204,493
Amortisation
At 1 July 2024	102,010	56,515	-	158,525
Charge for the year on owned assets	19,106	3,059	-	22,165
On disposals	(76,985)	-	-	(76,985)
Impairment charge	2,473	9,176	-	11,649
At 30 June 2025	46,604	68,750	-	115,354
Net book value
At 30 June 2025	89,139	-	-	89,139
At 30 June 2024	23,090	12,235	5,000	40,325

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ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

5.	Tangible fixed assets

	Long-term leasehold property	Plant and machinery	Office equipment	Computer equipment	Lab Equipment	Total
	£	£	£	£	£	£
Cost or valuation
At 1 July 2024	234,438	77,183	12,383	76,032	705,276	1,105,312
Additions	-	-	-	-	6,771	6,771
Disposals	-	-	(1,153)	(6,102)	(48,578)	(55,833)
At 30 June 2025	234,438	77,183	11,230	69,930	663,469	1,056,250
Depreciation
At 1 July 2024	221,556	77,183	12,383	71,221	558,106	940,449
Charge for the year on owned assets	12,882	-	-	3,641	135,799	152,322
Disposals	-	-	(1,153)	(6,102)	(48,578)	(55,833)
Impairment charge	-	-	-	-	(35,054)	(35,054)
At 30 June 2025	234,438	77,183	11,230	68,760	610,273	1,001,884
Net book value
At 30 June 2025	-	-	-	1,170	53,196	54,366
At 30 June 2024	12,882	-	-	4,811	147,170	164,863

Page 7


ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Debtors

					2025	2024
					£	£


Other debtors	45,338	81,720
Prepayments and accrued income	64,213	42,466
Tax recoverable	323,673	365,222
	433,224	489,408

7.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Trade creditors	49,005	35,165
Other taxation and social security	36,482	33,334
Other creditors	108,375	8,686
Accruals and deferred income	93,416	55,793
	287,278	132,978

8.	Provisions

		Dilapidation provision
		£

	At 1 July 2024	30,000
	Charged to profit or loss	7,444
	At 30 June 2025	37,444

Page 8


ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

Reserves

Other reserves

During the financial year, the Company entered into one or more Advance Subscription Agreements (ASAs) with investors. Under these agreements, a total of £3,217,709 had been received as at the balance sheet date in exchange for the future issue of ordinary shares. Subsequent to the year end and prior to signing of these financial statements, the Company entered into further ASAs amounting to £1,782,291, bringing the total funds raised under ASAs to £5,000,000.
Under the terms of the agreements the funds are non-refundable and with no interest payable. The funds will convert automatically into ordinary shares upon the occurrence of a qualifying financing round, or by the agreed long stop date, whichever occurs earlier. The number of shares to be issued are determined by reference to the pricing of the qualifying funding round or a pre-agreed valuation cap.
As of the balance sheet date, no shares had been issued under the ASAs. Accordingly, the funds received are presented within equity as Other Reserves, in accordance with FRS 102 Section 22, as the instruments meet the definition of equity.

10.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £50,822 (2024 - £52,438). Contributions totalling £8,375 were payable (2024 - £8,143 were payable) to the fund at the balance sheet date and are included in creditors.

11.	Related party transactions
	During the year the company paid remuneration to three (2024: three) directors as a sole trader, Ltd company and LLP. Two directors invoiced as a sole trader £127,114 (2024: £158,181) A director was invoiced from an LLP £6,750 (2024: £6,750) A director was invoiced from a Ltd company £55,275 (2024: £87,979)

Page 9


ORTHOSON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2025

12.	Auditors' information

The auditors' report on the financial statements for the year ended 30 June 2025 was unqualified.

In their report, the auditors emphasised the following matter without qualifying their report:

Material uncertainty related to going concern
We draw attention to note 2.3 in the financial statements, which indicates that conditions identified that may cast significant doubt on the Company's ability to continue as a going concern. This material uncertainty primarily arises from the ongoing reliance on future funding rounds being secured in absence of revenue being generated. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included a review of the cashflow forecast prepared and an understanding of the scenarios available should funding not be received in a certain timeframe. This evaluation considered the costs to be incurred over the next 12 months and the availability of cash so that the entity is able to pay liabilities as they fall due.

The audit report was signed on 10 November 2025 by Miriam Hanley ACA (Senior statutory auditor) on behalf of Menzies LLP.

Page 10