Matortho Holdings Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 13141104 (England and Wales)
Matortho Holdings Limited
Company Information
Directors
M A Tuke
D Wilson
O Millet-Lopez
M Mowlem
(Appointed 25 January 2024)
C Padbury
(Appointed 1 January 2025)
Secretary
Gateley Secretaries Limited
Company number
13141104
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 Holdings Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Notes to the financial statements
14 - 23
Matortho Holdings 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

Matortho Holdings Limited (“Matortho Holdings") is a holding company for the Matortho orthopaedic-device business. The principal operating subsidiary, Mat o rtho Limited, designs, manufactures and markets orthopaedic implants and surgical instrumentation primarily for the UK, Australia and selected international markets, primarily in Europe.

Mat o rtho Limited develops and manufactures proprietary orthopaedic implants and related surgical instruments used in hip and knee replacement procedures. Matortho Holdings provides strategic direction, governance, funding and shared central functions to support the operations of Mat o rtho Limited.

The performance of the business are best reflected by referring to the results of the trading group under Matortho Holdings Limited ("the Group") and its key performance indicators. The results are included in the financial statements of Matortho 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. ROW rose 8%, driven by implant set sales and improved pricing, particularly in Belgium where a direct sales model 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 underway, including surgeon training, instrument set build, and inventory expansion.

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

Key performance indicators (of the underlying Matortho Limited trading group)

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 Holdings 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 Group 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.

Although MatOrtho Holdings Limited reported net liabilities of £4.8m (2023: £3.1m) at the year end, the Group as a whole headed by Matortho Group Holdings Limited continues to maintain adequate funding and is supported by shareholder backing.

Going concern

The shareholders of Matortho Group Holdings Limited invested a further £2.9m, by way of loan notes, into MatOrtho Holdings Limited in July 2024 and this was accompanied by debt facilities in the underlying group 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 underlying group 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.

Matortho Holdings 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 underlying 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 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 Holdings 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 company's principal activity throughout the period was that of an intermediate holding company.

Results and dividends

The results for the year are set out on page 10.

Directors

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

M A Tuke
M C Welch
(Resigned 13 September 2024)
M Coupland
(Resigned 25 January 2024)
D Wilson
O Millet-Lopez
M Mowlem
(Appointed 25 January 2024)
C Padbury
(Appointed 1 January 2025)
Auditor

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

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its fair review of the business and the description of the principal risks and uncertainties facing the company.

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 company’s auditor 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 company’s auditor is aware of that information.

On behalf of the board
O Millet-Lopez
Director
13 November 2025
Matortho Holdings 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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent;

- 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 company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

We have audited the financial statements of Matortho Holdings Limited (the 'company') for the year ended 31 December 2024 which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The 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 Holdings Limited
Independent Auditor's Report (Continued)
To the Member of Matortho Holdings 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 Strategic Report 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 company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Matortho Holdings Limited
Independent Auditor's Report (Continued)
To the Member of Matortho Holdings 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 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 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.

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 Holdings Limited
Independent Auditor's Report (Continued)
To the Member of Matortho Holdings 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 non-compliance 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 member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, 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 Holdings Limited
Profit and Loss Account
For the year ended 31 December 2024
Page 10
2024
2023
Notes
£
£
Administrative expenses
(760,874)
(832,888)
Other operating income
551,886
628,539
Exceptional items
3
(111,187)
(78,241)
Operating loss
4
(320,175)
(282,590)
Interest payable and similar expenses
7
(1,407,718)
(1,068,373)
Loss before taxation
(1,727,893)
(1,350,963)
Tax on loss
8
-
0
-
0
Loss for the financial year
(1,727,893)
(1,350,963)
Matortho Holdings Limited
Statement of Comprehensive Income
For the year ended 31 December 2024
Page 11
2024
2023
£
£
Loss for the year
(1,727,893)
(1,350,963)
Other comprehensive income
-
-
Total comprehensive income for the year
(1,727,893)
(1,350,963)
Matortho Holdings Limited
Balance Sheet
As at 31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
9
-
0
366
Investments
10
1,676,427
1,676,427
1,676,427
1,676,793
Current assets
Debtors
12
10,427,094
7,892,302
Cash at bank and in hand
5,721
19,183
10,432,815
7,911,485
Creditors: amounts falling due within one year
13
(143,125)
(129,598)
Net current assets
10,289,690
7,781,887
Total assets less current liabilities
11,966,117
9,458,680
Creditors: amounts falling due after more than one year
14
(16,756,616)
(12,521,286)
Net liabilities
(4,790,499)
(3,062,606)
Capital and reserves
Called up share capital
16
340
340
Profit and loss reserves
(4,790,839)
(3,062,946)
Total equity
(4,790,499)
(3,062,606)
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:
O Millet-Lopez
Director
Company Registration No. 13141104
Matortho Holdings Limited
Statement of Changes in Equity
For the year ended 31 December 2024
Page 13
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
340
(1,711,983)
(1,711,643)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(1,350,963)
(1,350,963)
Balance at 31 December 2023
340
(3,062,946)
(3,062,606)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(1,727,893)
(1,727,893)
Balance at 31 December 2024
340
(4,790,839)
(4,790,499)
Matortho Holdings Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 14
1
Accounting policies
Company information

Matortho Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 19/20 Mole Business Park, Randalls Road, Leatherhead, Surrey, United Kingdom, KT22 7BA.

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 has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Matortho Holdings Limited is a wholly owned subsidiary of Matortho Group Holdings Limited a nd the results of Matortho Holdings Limited are included in the consolidated financial statements of Matortho Group Holdings Limited which are available from 19/20 Mole Business Park, Randalls Road, Leatherhead, KT22 7BA.

Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 15
1.2
Going concern

MatOrtho Holdings Limited has the ongoing support of its ultimate parent undertaking, MatOrtho Group Holdings Limited. MatOrtho G true roup Holdings Limited and its subsidiaries made a loss for the year of £4.5m (2023: £3.3m) and had a net current assets position of £4.5m (2023: £2.0m) and net liabilities position of £11.8m (2023: £7.4m) 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 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.

1.3
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:

Office equipment
33% straight line or 50% 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 credited or charged to profit or loss.

1.4
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for 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 company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 16
1.5
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.6
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.

1.7
Financial instruments

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

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.

Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17
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 company 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 company after deducting all of its liabilities.

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. A m ounts 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.

Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18
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 s ubsequently 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 company’s contractual obligations expire or are discharged or cancelled.

1.8
Equity instruments

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.

1.9
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.

1.10
Retirement benefits

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

1.11
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.

1.12

Exceptional items

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

Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 19
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Exceptional items
2024
2023
£
£
Expenditure
Strategic advisory costs
111,187
78,241
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
-
0
Depreciation of owned tangible fixed assets
366
846
5
Employees

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

2024
2023
Number
Number
Adminstration
5
5

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
379,376
489,527
Social security costs
67,536
62,291
Pension costs
60,077
56,682
506,989
608,500
Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 20
6
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
241,939
384,256
Company pension contributions to defined contribution schemes
19,551
21,367
261,490
405,623

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
213,579
245,464
Company pension contributions to defined contribution schemes
13,563
13,042
7
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
877
657
Other interest on financial liabilities
1,406,841
1,067,716
1,407,718
1,068,373
Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 21
8
Taxation

The actual charge 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
(1,727,893)
(1,350,963)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.00%)
(431,973)
(256,683)
Tax effect of expenses that are not deductible in determining taxable profit
30,797
14,866
Unutilised tax losses carried forward
49,389
38,793
Change in unrecognised deferred tax assets
351,695
202,863
Permanent capital allowances in excess of depreciation
92
161
Taxation charge for the year
-
-

The company has tax losses carried forward of £910,141.

9
Tangible fixed assets
Office equipment
£
Cost
At 1 January 2024 and 31 December 2024
2,632
Depreciation and impairment
At 1 January 2024
2,266
Depreciation charged in the year
366
At 31 December 2024
2,632
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
366
10
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
11
1,676,427
1,676,427
Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 22
11
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
Indirect
MatOrtho Limited
19/20 Mole Business Park, Randalls Road, Leatherhead, Surrey, United Kingdom, KT22 7BA
Ordinary
100
-
MatOrtho Europe Limited
Havenlaan 86c, bus 204, 1000, Brussel, Belgium
Ordinary
0
100
MatOrth PTY Limited
c/o McBurneys, Chartered Accountants, Level 10, 68 Pitt Street, Sydney, NSW 2000, Australia
Ordinary
0
100
MatOrtho Ireland Limited
Saint Mary's Place, D07 P4AX, Dublin, Ireland
Ordinary
0
100
12
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
10,427,094
7,892,302
13
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
77,499
63,786
Amounts owed to group undertakings
40,988
28,481
Taxation and social security
20,426
33,062
Other creditors
4,212
4,269
143,125
129,598
14
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Other borrowings
16,756,616
12,521,286

The other creditors comprise of loan notes. The loan notes are secured by way of fixed and floating charges over assets of the company and its subsidiaries and attract interest of between 8% and 17% per annum. The loan notes are repayable at the earlier of the company ceasing to be a wholly owned subsidiary of MatOrtho Group Holdings Limited, any asset sale, any listing or the maturity date of either 14 June 2029.

Matortho Holdings Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 23
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
60,077
56,682

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

16
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
340
340
340
340
17
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 £208,733 (2023: £204,283) were invoiced to the Company in respect of professional services provided by Connection Capital LLP, a shareholder of the MatOrtho Group Holdings Limited. Amounts payable at the year end totalled £69,912 (2023: £62,280).

18
Ultimate controlling party

The company's immediate and ultimate parent undertaking is MatOrtho Group Holdings Limited, a company registered in England and Wales. Its registered office is Unit 19-20 Mole Business Park, Randalls Road, Leatherhead, United Kingdom, KT22 7BA. Consolidated accounts for MatOrtho Group Holdings Limited and its subsidiaries are publicly available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. There is no controlling party.

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