Company registration number 08139224 (England and Wales)
EMBODY ORTHOPAEDIC LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2025
PAGES FOR FILING WITH REGISTRAR
EMBODY ORTHOPAEDIC LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 7
EMBODY ORTHOPAEDIC LIMITED
BALANCE SHEET
AS AT 30 JULY 2025
30 July 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
4
-
0
490
Tangible assets
5
1,116
926
1,116
1,416
Current assets
Stocks
408,040
15,062
Debtors
6
159,398
390,801
Cash at bank and in hand
1,240,741
86,631
1,808,179
492,494
Creditors: amounts falling due within one year
7
(2,175,890)
(1,585,566)
Net current liabilities
(367,711)
(1,093,072)
Net liabilities
(366,595)
(1,091,656)
Capital and reserves
Called up share capital
8
3,451
3,451
Share premium account
4,696,866
4,696,866
Profit and loss reserves
(5,066,912)
(5,791,973)
Total equity
(366,595)
(1,091,656)

For the financial year ended 30 July 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 16 April 2026 and are signed on its behalf by:
Dr S Clarke
Director
Company registration number 08139224 (England and Wales)
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JULY 2025
- 2 -
1
Accounting policies
Company information

Embody Orthopaedic Limited is a private company limited by shares incorporated in England and Wales. The registered office is Earlsfield Business Centre, 9 Lydden Road, London, SW18 4LT.

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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The 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.

1.2
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for 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.

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

1.3
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.

1.4
Intangible fixed assets other than goodwill

Intangible assets are valued at cost less accumulated amortisation. The directors consider there to be no amortisation charge required in the year in relation to patents.

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

Website costs
25% straight line
Patents
20% straight line
1.5
Tangible fixed assets

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

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

Plant and machinery
25% straight line
Computer equipment
25% straight line
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2025
1
Accounting policies
(Continued)
- 3 -

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.

1.6
Impairment of fixed assets

At each reporting period end date, the company 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).

1.7
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.

1.8
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.9
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.

EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2025
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities

Basic financial liabilities, including creditors 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.

Other financial liabilities

Derivatives 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.

1.10
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.

1.11
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

1.13
Retirement benefits

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

EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2025
1
Accounting policies
(Continued)
- 5 -
1.14
Government grants

Government grants are recognised at the fair value of the asset receive d or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.15
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.

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.

Critical judgements

The following judgements have had the most significant effect on amounts recognised in the financial statements.

Valuation of convertible loan note

During the prior year, the company issued a convertible loan note as disclosed in Note 7. During the current year, the company issued additional convertible loan notes on similar terms. The total balance of convertible loan notes outstanding as at the year end is shown in Note 7.

3
Employees

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

2025
2024
Number
Number
Total
4
4
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2025
- 6 -
4
Intangible fixed assets
Patents
Website Costs
Total
£
£
£
Cost
At 31 July 2024
490
4,777
5,267
Disposals
(490)
-
0
(490)
At 30 July 2025
-
0
4,777
4,777
Amortisation
At 31 July 2024 and 30 July 2025
-
0
4,777
4,777
Carrying amount
At 30 July 2025
-
0
-
0
-
0
At 30 July 2024
490
-
0
490
5
Tangible fixed assets
Plant and machinery
Computer equipment
Total
£
£
£
Cost
At 31 July 2024
13,517
741
14,258
Additions
81
517
598
Disposals
(4,941)
-
0
(4,941)
At 30 July 2025
8,657
1,258
9,915
Depreciation and impairment
At 31 July 2024
12,591
741
13,332
Depreciation charged in the year
311
97
408
Eliminated in respect of disposals
(4,941)
-
0
(4,941)
At 30 July 2025
7,961
838
8,799
Carrying amount
At 30 July 2025
696
420
1,116
At 30 July 2024
926
-
0
926
6
Debtors
2025
2024
Amounts falling due within one year:
£
£
Corporation tax recoverable
874
246,301
Other debtors
158,524
144,500
159,398
390,801
EMBODY ORTHOPAEDIC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JULY 2025
- 7 -
7
Creditors: amounts falling due within one year
2025
2024
£
£
Convertible loans
2,126,507
1,470,559
Trade creditors
37,185
56,978
Taxation and social security
-
0
1,121
Other creditors
12,198
56,908
2,175,890
1,585,566

During the prior year the company issued a convertible loan note to a shareholder and director of the company. During the current year, the company drew down further funds under the same facility on the same terms. The loan notes carry interest at 8% per annum and have a maturity date of 14 October 2027.

The loan notes are convertible into ordinary shares at the option of the holder at any time up to the maturity date. The value at which the loans convert will be agreed between the parties at the point of conversion. Because of this uncertainty, the loan s are valued at an amount equal to amortised cost, which is a key judgement in the preparation of these financial statements. There is no maximum or minimum amount that the loan s can be converted for.

8
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of 1p each
345,054
345,054
3,451
3,451

9
Directors' transactions

An unsecured interest free loan with no repayment terms has been granted by the company to a director and the balance as at the year end is £2,888 (2024: £2,888).

10
Related party transactions

Included in creditors are convertible loan notes due to the majority shareholder and their family members of £2,128,152 (2024: £1,470,559). The terms of the convertible loan notes are included in note 7.

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