Matortho Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 07323441 (England and Wales)
Matortho Limited
Company Information
Directors
D P Shand
M A Tuke
D B Clapcott
D J Wilson
O Millet-Lopez
C Padbury
Company number
07323441
Registered office
19/20 Mole Business Park
Randalls Road
Leatherhead
Surrey
United Kingdom
KT22 7BA
Auditor
Moore Kingston Smith LLP
4 Victoria Square
St Albans
Hertfordshire
AL1 3TF
Matortho Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group profit and loss account
10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Notes to the financial statements
16 - 34
Matortho Limited
Strategic Report
For the year ended 31 December 2024
Page 1

The directors present the strategic report for the year ended 31 December 2024.

Principal activities

The group operates in the orthopaedic market in Medical devices, primarily in knee and hip implants, which it designs, develops, produces, and sells, either through a direct sales channel or a distributor /​ agency channel.

Group structure

On 14 June 2021, Matortho Limited and its subsidiaries were acquired by Matortho Group Holdings Limited, via its 100% owned subsidiary Matortho Holdings Limited.

Business Review

Revenues in 2024 grew 13% versus 2023. Excluding End of Life (EOL) products MRK and PIPR, adjusted growth was 19%. Growth was led by the UK, up 29%, with strong double-digit gains in Knee and Hip implants. Hip Resurfacing implant. ROW rose 8%, driven by implant set sales and improved pricing, particularly in Belgium where a direct sales model was was adopted. Spain, Netherlands, and Poland also delivered double-digit growth. Australia was flat (excluding MRK), reflecting its transition to direct sales, but with a new sales force and regulatory approval for ReCerf, revenues began accelerating in early 2025.

The Group advanced product development and clinical testing, notably the Saiph Revision Knee, DeltaRom hip implant, and new instrumentation to improve surgical flow and accuracy. ReCerf gained TGA approval in November 2024 and was listed on Australia’s Prosthesis List in March 2025, enabling private funding. EU MDR approval for ReCerf was granted in June 2025, with Saiph knee and Adept hip also progressing toward approval as anticipated. Preparations for the launch of ReCerf in CE Mark territories are well under way, including surgeon training, instrument set build, and inventory expansion.

With Smith & Nephew withdrawing the BHR hip resurfacing system, MatOrtho has initiated plans to support surgeon transition to Adept and, ultimately, ReCerf implants.

Key performance indicators

Sales |  | FY24 | FY23 | % Growth
£K |  |  |  |
UK and ROW |  | 7,707 | 6,269 | 2 3%
AUS |  | 4,4 2 8 | 4,475 | -1%
|  | 12,1 35 | 10,744 | 13%

Matortho Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2

Gross Profit and GPM%

£k FY24 FY23

Gross Profit 6,302 5,948

GPM% 52% 55%

Gross profit grew 6% (£35 4 k), below sales growth, with margin down 30 bps from 55% to 52%. This was driven by an unfavorable mix: stronger sales in lower-price distributor markets, flat results in higher-value Australia, and ongoing cost inflation, while UK and European prices remained under pressure. In FY25, margins have begun to improve, supported by accelerating Australian growth and better distributor pricing, which are offsetting continued inflation.

Operating Loss

£k FY24 FY23

Operating loss (2,5 21) (1,892)

Fair review of the business

The operating loss, despite higher revenues and gross margin, reflects continued investment in product development, regulatory approvals, and expanded Sales & Marketing ahead of the 2025 launches of ReCerf and the SAIPH Revision Knee. The Board expects these launches to drive growth and is prioritizing sales and marketing capability to maximize their impact.

The Company is advancing R&D to strengthen its pipeline and maintain leadership in orthopaedic implants, with a focus on alternative materials for younger, active patients, and completing the SAIPH Revision Knee to offer a full primary-to-revision system. Regulatory progress remains on track: ReCerf received TGA approval in November 2024 and EU MDR approval in June 2025, while MDR approvals for Saiph, Adept, and instrumentation are targeted for late 2025. The regulatory team continues close engagement with our Notified Body through the MDR transition period, extended to 2027.

Going concern

The shareholders of Matortho Group Holdings Limited invested a further £2.9m, by way of loan notes, into the company's immediate parent undertaking, MatOrtho Holdings Limited, in July 2024 and this was accompanied by debt facilities of £3.0m from Virgin Money, with a further £1.5m facility when ReCerf obtains MDR and TGA approval which has now been achieved.

Post Balance Sheet Events

Subsequent to the year end, the Company received EU MDR regulatory approval for ReCerf. TGA approval for ReCerf was obtained in November 2024, with listing on the Australian Prosthesis List (PLAC) effective March 2025. These approvals enable the planned commercial launch of ReCerf in 2025. Management expects that these events will have a material positive impact on revenue and profitability during 2025. Further information is provided in the Going Concern section.

Matortho Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 3
Principal risks and uncertainties

Risk management is central to the Board’s governance, and the successful execution of the Group’s strategy depends on identifying and managing business risks. Key risks and mitigation measures include:

1. Regulatory and Product Development

Products in development may face delays or fail to obtain regulatory approval, a common risk in the medical device sector. This is mitigated by a highly experienced R&D and clinical team, supported by Board Member and founder Mike Tuke, with nearly 50 years of industry experience.

2. Inflation and Cost Pressure

The Company is exposed to rising raw material and energy costs. These risks are managed through procurement optimisation, operational efficiencies, and ongoing monitoring.

3. Foreign Exchange Exposure

Global revenues expose the Company to currency risk. A foreign exchange and hedging policy is in place to minimise adverse impacts.

4. Operational and Strategic Execution

Achieving growth, including product launches and market expansion, relies on effective operational and sales execution. The Board monitors progress to ensure alignment with strategic objectives.

The Board regularly reviews risks for likelihood and impact, taking action to mitigate them while pursuing the Group’s strategic goals.

On behalf of the board

O Millet-Lopez
Director
13 November 2025
Matortho Limited
Directors' Report
For the year ended 31 December 2024
Page 4

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

Principal activities

The principal activity of the company and group continued to be that of the manufacture together with associated research and development, distribution and sale of surgical equipment.

Directors

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

Dr S N Collins
(Resigned 31 December 2024)
D P Shand
M A Tuke
M C Welch
(Resigned 13 September 2024)
A S Woodall
(Resigned 31 December 2024)
D B Clapcott
D J Wilson
O Millet-Lopez
C Padbury
Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Auditor

The auditor, Moore Kingston Smith, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
O Millet-Lopez
Director
13 November 2025
Matortho Limited
Directors' Responsibilities Statement
For the year ended 31 December 2024
Page 5

The directors are responsible for preparing the Annual Report 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 group and company, and of the profit or loss of the group 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;

- state whether applicable UK 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Matortho Limited
Independent Auditor's Report
To the Members of Matortho Limited
Page 6
Opinion

We have audited the financial statements of Matortho Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity and notes to the financial statements, including 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 the parent company's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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.

Matortho Limited
Independent Auditor's Report (Continued)
To the Members of Matortho Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the S trategic R eport and the Directors' R eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

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 their environment obtained in the course of the audit, we have not identifie d material misstatements in the Strategic Report or the Directors' R eport.

We have nothing to report in respect of the following matters in relation to which 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 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 Directors' R esponsibilities S tatement, 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 is 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 group's and 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 directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Matortho Limited
Independent Auditor's Report (Continued)
To the Members of Matortho Limited
Page 8
Auditor's 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 an auditor's report 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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

- Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.

- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Matortho Limited
Independent Auditor's Report (Continued)
To the Members of Matortho Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

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.

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

- We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

- We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

- We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

- We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.

- Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jeremy Read (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
13 November 2025
Chartered Accountants
Statutory Auditor
4 Victoria Square
St Albans
Hertfordshire
AL1 3TF
Matortho Limited
Group Profit and Loss Account
For the year ended 31 December 2024
Page 10
2024
2023
Notes
£
£
Turnover
3
12,135,094
10,744,154
Cost of sales
(5,833,393)
(4,795,988)
Gross profit
6,301,701
5,948,166
Distribution costs
(4,395,267)
(3,597,374)
Administrative expenses
(4,375,345)
(4,178,887)
Other operating income
470
-
Exceptional items
4
(52,155)
(63,722)
Operating loss
5
(2,520,596)
(1,891,817)
Interest receivable and similar income
17,213
4,152
Interest payable and similar expenses
9
(486,766)
(326,776)
Loss before taxation
(2,990,149)
(2,214,441)
Tax on loss
10
127,642
251,587
Loss for the financial year
(2,862,507)
(1,962,854)
Loss for the financial year is all attributable to the owners of the parent company.
Matortho Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2024
Page 11
2024
2023
£
£
Loss for the year
(2,862,507)
(1,962,854)
Other comprehensive income
-
-
Total comprehensive income for the year
(2,862,507)
(1,962,854)
Total comprehensive income for the year is all attributable to the owners of the parent company.
Matortho Limited
Group Balance Sheet
As at 31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
1
1
Tangible assets
11
2,591,245
2,313,002
2,591,246
2,313,003
Current assets
Stocks
15
2,465,835
2,098,458
Debtors
16
2,443,460
2,299,116
Cash at bank and in hand
1,301,159
904,887
6,210,454
5,302,461
Creditors: amounts falling due within one year
17
(9,672,217)
(7,679,655)
Net current liabilities
(3,461,763)
(2,377,194)
Total assets less current liabilities
(870,517)
(64,191)
Creditors: amounts falling due after more than one year
18
(6,321,934)
(4,265,753)
Provisions for liabilities
Provisions
19
(260,000)
(260,000)
(260,000)
(260,000)
Net liabilities
(7,452,451)
(4,589,944)
Capital and reserves
Called up share capital
21
4,021,680
4,021,680
Profit and loss reserves
(11,474,131)
(8,611,624)
Total equity
(7,452,451)
(4,589,944)
The financial statements were approved by the board of directors and authorised for issue on 13 November 2025 and are signed on its behalf by:
13 November 2025
O Millet-Lopez
Director
Matortho Limited
Company Balance Sheet
As at 31 December 2024
31 December 2024
Page 13
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
12
1
1
Tangible assets
11
2,533,163
2,289,872
Investments
13
108,612
108,612
2,641,776
2,398,485
Current assets
Stocks
15
2,200,554
1,862,088
Debtors
16
1,947,381
1,756,319
Cash at bank and in hand
1,050,989
636,518
5,198,924
4,254,925
Creditors: amounts falling due within one year
17
(9,580,792)
(7,542,514)
Net current liabilities
(4,381,868)
(3,287,589)
Total assets less current liabilities
(1,740,092)
(889,104)
Creditors: amounts falling due after more than one year
18
(6,321,934)
(4,265,252)
Provisions for liabilities
Provisions
19
(260,000)
(260,000)
(260,000)
(260,000)
Net liabilities
(8,322,026)
(5,414,356)
Capital and reserves
Called up share capital
21
4,021,680
4,021,680
Profit and loss reserves
(12,343,706)
(9,436,036)
Total equity
(8,322,026)
(5,414,356)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £2,907,670 (2023 - £2,081,439 loss).

The financial statements were approved by the board of directors and authorised for issue on 13 November 2025 and are signed on its behalf by:
13 November 2025
O Millet-Lopez
Director
Company Registration No. 07323441 (England and Wales)
Matortho Limited
Group Statement of Changes in Equity
For the year ended 31 December 2024
Page 14
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
4,021,680
(6,648,770)
(2,627,090)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,962,854)
(1,962,854)
Balance at 31 December 2023
4,021,680
(8,611,624)
(4,589,944)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(2,862,507)
(2,862,507)
Balance at 31 December 2024
4,021,680
(11,474,131)
(7,452,451)
Matortho Limited
Company Statement of Changes in Equity
For the year ended 31 December 2024
Page 15
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
4,021,680
(7,354,597)
(3,332,917)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(2,081,439)
(2,081,439)
Balance at 31 December 2023
4,021,680
(9,436,036)
(5,414,356)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(2,907,670)
(2,907,670)
Balance at 31 December 2024
4,021,680
(12,343,706)
(8,322,026)
Matortho Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 16
1
Accounting policies
Company information

Matortho Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 19/20 Mole Business Park, Randalls Road, Leatherhead, Surrey, KT22 7BA.

The group consists of Matortho Limited and all of its subsidiaries which are detailed in Note 1 4.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

- Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Matortho Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and 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 into line with those used by other members of the g roup.

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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

The group made a loss for the year of £2.9m (2023: £2m) and had a net current liabilities position of £3.5m (2023: £2.4m) and net liabilities position of £7.5m (2023: £4.6m) at the balance sheet date. However, the group had a cash balance of £1.3m (2023: £0.9m).

Turnover for 2024 grew strongly from £10.7m in 2023 to £12.1m in 2024, an increase of 13%. The directors are forecasting growth in future years, especially from the ReCerf product, now that it has received regulatory approval in the EU (including the UK) and Australia.

The company made a loss for the year of £2.9m (2023: £2.1m) and, at the balance sheet date, had net current liabilities of £4.4m (2023: £3.3m) and net liabilities of £8.3m (2023: £5.4m). Notwithstanding the deficit on net liabilities, the company has the ongoing support of its ultimate parent undertaking, MatOrtho Group Holdings Limited.

The directors have produced projections for MatOrtho Group Holdings Limited and its subsidiaries, including MatOrtho Limited, which show future balance sheet, cash flow and results to 31 December 2026. These projections indicate that the group and the individual companies will continue to be able to meet their financial liabilities as they fall due. During the year and subsequently, the following funding was received:

- A term loan facility from Virgin Money, which comprises a £2.0m Tranche A Facility which was drawn down in July 2024, a £1.0m Revolver facility which can be drawn down when required and a further £1.5m Tranche B Facility which can be drawn down following ReCerf attaining Regulatory Approval and ReCerf revenue being greater than £600k in a six month period, which the company has achieved post year end.

- The MatOrtho Group Holdings Limited Group, which includes the company and its subsidiaries, raised funds amounting to £2.49m, by way of loan notes in July 2024. All loan notes in MatOrtho Group Holdings have been renegotiated to mature in 2029.

As a result, the directors have a reasonable expectation that the group will have adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18
1.5
Turnover

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.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and 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.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
over life of the lease
Plant and equipment
1-15 years straight line
Fixtures and fittings
4 years straight line
Office equipment
4 years straight line

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 recognised in the profit and loss account.

There is an additional fixed asset category being assets in the course of construction. these are fixed asset instruments which are manufactured by the entity and the completion spans the year end. They are assets not in use at the year end and thus are not depreciated. When the assets are completed they are transferred into Plant and Machinery and depreciated in accordance with the basis noted above.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 19
1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less accumulated impairment losses. The investments are assessed from impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

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.

1.12
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 current liabilities.

1.13
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 20
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 m ethod 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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 group after deducting all of its liabilities.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 21
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 paymen ts 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value th r ough profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 22
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision i s measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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

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

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease d asset are consumed.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 23
1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.21

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size o r incidence.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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 and 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 and 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.

Critical judgements

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

Depreciation and amortisation

The annual depreciation and amortisation charges in respect of tangible and intangible assets are based on the directors' best estimate of useful economic lives and residual values of each asset class. The useful economic lives and residual values of each asset class are reassessed annually. Annual impairment reviews are performed on each class of asset to ensure that the carrying values are appropriate.

Stock provisions

The group makes an estimate of the value of obsolete and slow moving stock lines based on the ageing of stock in hand. Provision is made where the estimated selling price is less than the original cost.

Debtor provisions

The group makes an estimate of the recoverable value of trade debtors. When assessing impairment of trade debtors, the directors consider factors including the ageing profile of debtors and historical experience. Provision is made when there is significant uncertainty over the timing or likelihood of the recovery of debts.

Dilapidations

The group makes an estimate of the value of works required at the end of the lease term for leasehold properties, dependent on the terms of the lease, to return the leasehold property to the state it was at the commencement of the term.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 24
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
5,658,907
4,375,520
Australia
4,427,629
4,475,547
Rest of the world
2,048,558
1,893,087
12,135,094
10,744,154
2024
2023
£
£
Other revenue
Interest income
17,213
4,152
4
Administrative expenses - exceptional items
2024
2023
£
£
Organisation restructure costs
52,155
-
Other
-
63,722
52,155
63,722
5
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange differences apart from those arising on financial instruments measured at fair value through profit or loss
48,808
(39,538)
Research and development costs
124,790
296,878
Depreciation of owned tangible fixed assets
431,251
401,533
Depreciation of tangible fixed assets held under finance leases
18,920
16,361
Impairment/(reversal of impairment) of owned tangible fixed assets.
(121,789)
299,242
Loss/(profit) on disposal of tangible fixed assets
76
(19,963)
Operating lease charges
330,343
288,663
Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
71
65
60
57

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,416,936
3,675,061
3,456,859
2,996,397
Social security costs
412,483
335,279
410,166
334,945
Pension costs
611,753
493,243
518,334
434,875
5,441,172
4,503,583
4,385,359
3,766,217
7
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
42,840
40,000
For other services
Taxation compliance services
6,630
6,500
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
843,388
639,213
Company pension contributions to defined contribution schemes
63,690
38,997
907,078
678,210

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5 (2023 - 5).

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
8
Directors' remuneration
(Continued)
Page 26
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
186,559
159,174
Company pension contributions to defined contribution schemes
9,942
8,672
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
197,277
48,005
Other interest on financial liabilities
274,448
262,357
Interest on finance leases and hire purchase contracts
15,012
16,378
Other interest
29
36
Total finance costs
486,766
326,776
Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 27
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(212,409)
(251,587)
Adjustments in respect of prior periods
257
-
0
Total UK current tax
(212,152)
(251,587)
Foreign current tax on profits for the current period
84,510
-
0
Total current tax
(127,642)
(251,587)

The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(2,990,149)
(2,214,441)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(747,537)
(420,744)
Tax effect of expenses that are not deductible in determining taxable profit
123,352
62,368
Unutilised tax losses carried forward
455,456
472,423
Change in unrecognised deferred tax assets
281,520
-
0
Permanent capital allowances in excess of depreciation
(80,373)
(104,784)
Research and development tax credit
(212,409)
(322,166)
Under/(over) provided in prior years
257
-
0
Other movements
52,092
61,316
Taxation credit
(127,642)
(251,587)

The company has a deferred tax balance of £nil, being a liability of £626k in respect of accelerated capital allowances offset by tax losses carried forward of £626k. There are tax losses carried forward of £8,719,668.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 28
11
Tangible fixed assets
Group
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Office equipment
Total
£
£
£
£
£
£
Cost
At 1 January 2024
-
0
1,043,696
4,774,634
153,165
181,907
6,153,402
Additions
14,649
426,774
650,519
47,721
33,430
1,173,093
Disposals
-
0
(822,450)
(3,654)
-
0
(42,166)
(868,270)
Exchange adjustments
-
0
-
0
(1,766)
(9,911)
(1,925)
(13,602)
At 31 December 2024
14,649
648,020
5,419,733
190,975
171,246
6,444,623
Depreciation and impairment
At 1 January 2024
-
0
387,878
3,285,091
23,847
143,584
3,840,400
Depreciation charged in the year
138
-
0
414,201
11,793
24,039
450,171
Impairment losses
-
0
(121,789)
-
0
-
0
-
0
(121,789)
Eliminated in respect of disposals
-
0
(266,089)
(3,654)
-
0
(42,090)
(311,833)
Exchange adjustments
-
0
-
0
(1,565)
(835)
(1,171)
(3,571)
At 31 December 2024
138
-
0
3,694,073
34,805
124,362
3,853,378
Carrying amount
At 31 December 2024
14,511
648,020
1,725,660
156,170
46,884
2,591,245
At 31 December 2023
-
0
655,818
1,489,543
129,318
38,323
2,313,002
Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
11
Tangible fixed assets
(Continued)
Page 29
Company
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Office equipment
Total
£
£
£
£
£
£
Cost
At 1 January 2024
-
0
1,043,696
4,749,306
134,635
155,231
6,082,868
Additions
14,649
426,774
648,789
4,634
26,623
1,121,469
Disposals
-
0
(822,450)
(3,654)
-
0
(42,166)
(868,270)
At 31 December 2024
14,649
648,020
5,394,441
139,269
139,688
6,336,067
Depreciation and impairment
At 1 January 2024
-
0
387,878
3,263,383
14,383
127,352
3,792,996
Depreciation charged in the year
138
-
0
412,266
10,582
20,544
443,530
Impairment losses
-
0
(121,789)
-
0
-
0
-
0
(121,789)
Eliminated in respect of disposals
-
0
(266,089)
(3,654)
-
0
(42,090)
(311,833)
At 31 December 2024
138
-
0
3,671,995
24,965
105,806
3,802,904
Carrying amount
At 31 December 2024
14,511
648,020
1,722,446
114,304
33,882
2,533,163
At 31 December 2023
-
0
655,818
1,485,923
120,252
27,879
2,289,872

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
280,152
244,422
280,152
244,422

Assets under construction are not depreciated as they have yet to be brought into use. Balances in the depreciation section of Assets under construction relate to impairments.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 30
12
Intangible fixed assets
Group
Software
Patents & licences
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
22,500
1
22,501
Amortisation and impairment
At 1 January 2024 and 31 December 2024
22,500
-
0
22,500
Carrying amount
At 31 December 2024
-
0
1
1
At 31 December 2023
-
0
1
1
Company
Software
Patents & licences
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
22,500
1
22,501
Amortisation and impairment
At 1 January 2024 and 31 December 2024
22,500
-
0
22,500
Carrying amount
At 31 December 2024
-
0
1
1
At 31 December 2023
-
0
1
1
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
108,612
108,612
Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
13
Fixed asset investments
(Continued)
Page 31
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 31 December 2024
108,612
Carrying amount
At 31 December 2024
108,612
At 31 December 2023
108,612
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
MatOrtho Europe Limited
Havenlaan 86c, bus 204, 1000, Brussel, Belgium
Ordinary
100.00
MatOrtho PTY Limited
c/o McBurneys, Chartered Accountants, Level 10, 68 Pitt Street, Sydney, NSW 2000, Australia
Ordinary
100.00
Matortho Ireland Limited
Saint Mary's Place, D07 P4AX, Dublin, Ireland
Ordinary
100.00
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
412,075
344,645
412,075
344,645
Work in progress
602,701
576,210
602,701
576,210
Finished goods and goods for resale
1,451,059
1,177,603
1,185,778
941,233
2,465,835
2,098,458
2,200,554
1,862,088
Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 32
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,471,535
1,340,567
671,214
570,286
Corporation tax recoverable
212,409
322,166
212,409
322,166
Amounts owed by group undertakings
-
-
401,582
317,500
Other debtors
733,552
586,454
662,176
546,367
Prepayments and accrued income
25,964
49,929
-
0
-
0
2,443,460
2,299,116
1,947,381
1,756,319
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
192,308
1,000,000
192,308
1,000,000
Obligations under finance leases
72,308
53,050
72,308
52,404
Trade creditors
1,044,377
865,948
921,794
719,266
Amounts owed to parent undertakings
6,996,498
4,461,706
7,333,710
4,665,019
Corporation tax payable
54,278
52,022
-
0
-
0
Taxation and social security
129,148
106,925
97,723
87,830
Other creditors
50,111
41,568
44,113
37,374
Accruals and deferred income
1,133,189
1,098,436
918,836
980,621
9,672,217
7,679,655
9,580,792
7,542,514

The finance leases are secured over the assets that they relate to.

18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
1,807,692
-
0
1,807,692
-
0
Obligations under finance leases
109,169
135,127
109,169
134,626
Other borrowings
3,430,596
3,430,596
3,430,596
3,430,596
Accruals and deferred income
974,477
700,030
974,477
700,030
6,321,934
4,265,753
6,321,934
4,265,252

Included within other borrowings are 3,430,596 (202 3: £3,430,596) cumulative redeemable preference shares of £1 each issued at par. The holders of these shares are entitled to a non-discretionary dividend of 8% per annum of the issued price.

Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
18
Creditors: amounts falling due after more than one year
(Continued)
Page 33

The finance leases are secured over the assets that they relate to.

19
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Dilapidations provision
260,000
260,000
260,000
260,000
Movements on provisions:
Group
£
At 1 January 2024 and 31 December 2024
260,000
Company
£
At 1 January 2024 and 31 December 2024
260,000
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
611,753
493,243

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 10p each
40,216,800
40,216,800
4,021,680
4,021,680
Matortho Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 34
22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
287,005
274,737
248,672
233,393
Between two and five years
878,895
1,073,739
848,754
999,773
1,165,900
1,348,476
1,097,426
1,233,166
23
Financial commitments, guarantees and contingent liabilities

The company has given a guarantee in favour of Connection Capital LLP for loan notes issued by the company's parent undertaking, Matortho Holding Limited. The amount outstanding at the balance sheet date was £16,756,616 (202 3: £1 2,521,286).

24
Events after the reporting date

As referred in the strategic report, the company received EU MDR regulatory approval for ReCerf in addition to the TGA approval that was obtained in November 2024. This was accompanied by listing on the Australian Prosthesis List (PLAC) effective March 2025.

25
Related party transactions

As permitted by FRS 102 Section 33 "Related Party Disclosures", the financial statements do not disclose transactions entered into between two or more members of the group, under the provision that any subsidiary which is a party to such transactions is wholly owned by such member.

Amounts totalling £30,854 (2023: £30,000) were invoiced to the Company in respect of advisory services provided by Route2 Advisors Ltd, a company controlled by Mr Cartmell. Mr Cartmell is a director of MatOrtho Group Holdings Limited, the ultimate parent undertaking of MatOrtho Limited. Amounts payable at the year end totalled £7,722 (2023: £7,679).

26
Parent undertaking

The company's immediate parent undertaking is Matortho Holdings Limited, a company registered in England & Wales. The company's ultimate parent undertaking is Matortho Group Holdings Limited, a company registered in England & Wales. There is no controlling party.

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