REGISTERED NUMBER: 03230910 (England and Wales)

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

ZIMVIE UK LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

3

to

9

DIRECTORS:

Mr J C Carmona Vargas

Mr T A Sanchez Monasterio

Mr G Singh Jandu

SECRETARY:

Quayseco Limited

REGISTERED OFFICE:

One, Glass Wharf

Bristol

BS2 0ZX

REGISTERED NUMBER:

03230910 (England and Wales)

AUDITORS:

Seymour Taylor Limited, Statutory Auditor

First Floor North

40 Oxford Road

High Wycombe

Buckinghamshire

HP11 2EE

FIXED ASSETS

Tangible assets

4

41,926

71,034

Investments

5

24,310,843

-

24,352,769

71,034

CURRENT ASSETS

Stocks

41,857

563,752

Debtors

6

1,699,398

2,227,655

Cash at bank

2,656,168

1,841,455

4,397,423

4,632,862

CREDITORS

Amounts falling due within one year

7

1,214,057

1,259,503

NET CURRENT ASSETS

3,183,366

3,373,359

TOTAL ASSETS LESS CURRENT LIABILITIES

27,536,135

3,444,393

CAPITAL AND RESERVES

Called up share capital

9

2,562,636

2,562,634

Share premium

24,310,841

-

Retained earnings

662,658

881,759

SHAREHOLDERS' FUNDS

27,536,135

3,444,393

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 13 May 2026 and were signed on its behalf by:

Mr T A Sanchez Monasterio - Director

1.	STATUTORY INFORMATION

Zimvie UK Limited is a private company limited by shares and incorporated in England and Wales. The address of the company's registered office is One, Glass Wharf, Bristol, BS2 0ZX. The registered number is 03230910.

The presentation currency of these financial statements is Sterling (£), being the currency of the primary economic market in which the entity operates (its functional currency). All amounts in these financial statements have been rounded to the nearest pound unless stated otherwise.

The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements

The financial statements contain information about ZimVie UK Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover from the sale of goods is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be reliably measured, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

This is usually when the goods have been dispatched and legal title has passed.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Cost includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Instruments - straight line over 5 years

Demonstration equipment - straight line - 50%

Fixtures and fittings - straight line over 5 years

Computer equipment - straight line over 3 to 5 years

Assets are reviewed for any indication that the asset may be impaired at each reporting date. If such indication exists, the recoverable amount of the asset is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the income statement unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 25 (2023 - 23 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

Demonstration

and

Computer

Instruments

Equipment

fittings

equipment

Totals

£

£

£

£

£

COST

At 1 January 2024

160,202

122,900

22,193

154,396

459,691

Additions

-

20,471

-

-

20,471

Disposals

(160,202

)

-

-

-

(160,202

)

At 31 December 2024

-

143,371

22,193

154,396

319,960

DEPRECIATION

At 1 January 2024

118,988

111,761

4,675

153,233

388,657

Charge for year

24,264

7,202

-

1,163

32,629

Eliminated on disposal

(143,252

)

-

-

-

(143,252

)

At 31 December 2024

-

118,963

4,675

154,396

278,034

NET BOOK VALUE

At 31 December 2024

-

24,408

17,518

-

41,926

At 31 December 2023

41,214

11,139

17,518

1,163

71,034

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertaking

£

COST

Additions

24,310,843

At 31 December 2024

24,310,843

NET BOOK VALUE

At 31 December 2024

24,310,843

As part of a group reconstruction, on 19 December 2024 the company acquired 100% of the ordinary shares in the following companies:

Company

Country of Registration

Registered Office

Biomet 3i Schweiz GmbH

Switzerland

Grüzefeldstrasse 41, CH-8404 Winterthur, Switzerland

ZimvVie Japan G.K.

Japan

162-0845 Shinjuku-ku, Tokyo Ichigayahonmura-cho, 1-1 Sumitomo Ichigaya. Japan

The principal activities of these companies are the same as ZimVie UK Limited.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Trade debtors

940,872

1,964,664

Amounts owed by group undertakings

700,568

144,368

Other debtors

57,958

118,623

1,699,398

2,227,655

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Bank loans and overdrafts

-

69,480

Trade creditors

259,484

35,526

Amounts owed to group undertakings

422,305

509,649

Taxation and social security

245,182

280,467

Other creditors

287,086

364,381

1,214,057

1,259,503

8.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2024

2023

£

£

Within one year

30,828

56,420

Between one and five years

-

69,370

30,828

125,790

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

2,562,636

Ordinary

£1

2,562,636

2,562,634

During the period, as part of a group reconstruction two Ordinary £1 shares were allotted at a premium of £24,310,841.

One Ordinary £1 share was allotted at a premium of £21,491,921 and one Ordinary £1 share was allotted at a premium of £2,818,920.

10.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was qualified on the following basis:

Basis for qualified opinion on the financial statements

Accounting records in relation to discontinued operations

As disclosed in note 4 to the financial statements, on 15 December 2023 the company's ultimate parent company, ZimVie Inc, agreed the sale of the group's Spine-Division with Highridge Capital Group. The sale was completed at group level in the United States of America on 1 April 2024.

The transfer of Spine business activities in the UK was deferred until 1 December 2024, until the local buyer in the UK had met legal and regulatory requirements. Until 1 December 2024 ZimVie UK Limited continued to control and operate the Spine business in its own name. The transactions generated by the Spine business during this transitional period have been recorded in ZimVie UK Limited's financial statements.

Since 1 December 2024 the company has ceased to have access directly to the documents supporting the accounting transactions for the Spine business, and despite there being an agreement with the local buyer to provide the company with such documents that it requires, the company has been unable to obtain and provide the information we requested in relation to the transactions in respect of discontinued operations reported in the income statement for the year ended 31 December 2024.

We were unable to satisfy ourselves by alternative means as to the completeness and accuracy of these transactions.

Consequently we were unable to determine whether any adjustments to the entries within the income statement in respect of discontinued operations for the year ended 31 December 2024 were necessary, including the calculation of the loss on the sale of those business operations of £491,077 as disclosed in note 4 to the financial statements.

Quantities and conditions of stocks

With respect to stocks having a carrying amount of £563,752 as at 31 December 2023 and £435,127 as at 31 December 2022, which comprise stocks held by the company and consignment stocks held by customers, the audit evidence available to us was limited because we did not observe the counting of the physical stocks held by the company at either of those dates. In addition the directors were unable to provide evidence confirming consignment stocks held by customers as at 31 December 2022.

We were unable to satisfy ourselves by alternative means concerning the quantities and conditions of stocks held at either 31 December 2023 or 31 December 2022 by using other audit procedures.

Consequently we were unable to determine whether any adjustments to the carrying amounts at 31 December 2023 or at 31 December 2022 were necessary or whether there were any consequential effects on the profit before taxation for the year ended 31 December 2024 or for the year ended 31 December 2023.

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 qualified opinion.

Matters required to report by exception

In respect solely of the limitation on our work relating to entries in the income statement in respect of discontinued operations and stocks described above:

-

adequate accounting records have not been kept; or

-

we have not obtained all the information and explanations we considered necessary for the purpose of our audit

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

Timothy Fulker BSc FCA (Senior Statutory Auditor)

for and on behalf of Seymour Taylor Limited, Statutory Auditor

11.	RELATED PARTY TRANSACTIONS

The voting rights of the company are entirely controlled by the ultimate parent undertaking. As a result the company has taken advantage of the exemption available in section 33.1A of FRS102 and has not disclosed in these financial statements details of transactions with entities which are part of the group.

12.	ULTIMATE CONTROLLING PARTY

Until 20 December 2024 the directors considered JERDS Luxembourg Holdings SARL, incorporated in Luxembourg to be the immediate parent company.

Since 20 December 2024 the directors considered ZimVie Holdings OUS LLC. incorporated in the United States of America, to be the immediate parent company.

The directors consider Zimvie Inc, incorporated in the United States of America to be the ultimate parent company.

Copies of the consolidated financial statements of ZimVie Inc. can be obtained from:

251 Little Falls Drive

Wilmington, New Castle

Delaware

United States of America

19808

Subsequent to the reporting period, with effect on 20 October 2025 the ZimVie Group was acquired by Archimed, an investment firm focused on the healthcare sector. As a consequence of this acquisition, the Ultimate Parent Company of the Group has become Zamboni MidCo, Inc., based in 4555 Riverside Drive Palm Beach Gardens, Florida, United States of America, 33410.