Registration number:
Prepared for the registrar
for the
Year Ended 31 March 2025
Marlux Medical Limited
Contents
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Company Information |
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Balance Sheet |
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Notes to the Financial Statements |
Marlux Medical Limited
Company Information
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Directors |
C P Lee A J Simpson |
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Registered office |
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Auditors |
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Marlux Medical Limited
(Registration number: 03577009)
Balance Sheet as at 31 March 2025
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Notes |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
- |
- |
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Tangible assets |
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Current assets |
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Stocks |
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Debtors: Amounts falling due within one year |
520,409 |
291,021 |
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Debtors: Amounts falling due after more than one year |
3,924,209 |
4,266,588 |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Deferred tax liabilities |
(62,242) |
(96,754) |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Profit and loss account |
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Total equity |
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These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
Director
Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Name of parent of group
These financial statements are consolidated in the financial statements of Bowmoor Topco Limited.
The financial statements of Bowmoor Topco Limited may be obtained from Companies House.
Going concern
The company is part of the group banking facility. The financial statements have been prepared on a going concern basis. In assessing the appropriateness of this basis, the Directors have considered the Group’s financial position, available facilities and forecast cash flows for a period of at least 12 months from the date of approval of these financial statements.
The Group experienced covenant breaches and missed debt service payments in post year end. These breaches were formally waived by lenders and, on 7 May 2026, the Group entered into an amended and restated banking facility agreement, which formalised the waivers and revised the terms of the Group’s financing arrangements.
The Directors have prepared cash flow forecasts and covenant compliance projections under the revised facility. These forecasts include assumptions regarding trading performance, cash generation and working capital movements and have been subject to sensitivity analysis to reflect reasonably possible downside scenarios.
The Directors have assessed the impact of these scenarios on the Group’s liquidity and compliance with its financial covenants, which require an improvement in financial performance when compared to the results over the past two years. Whilst the assessment requires the exercise of judgement, the Directors consider the assumptions applied to be reasonable and supportable and note that the Group is expected to maintain adequate liquidity and remain in compliance with its covenants throughout the assessment period.
Accordingly, the Directors conclude that it is appropriate to adopt the going concern basis of accounting in preparing these financial statements and that no material uncertainty related to going concern has been identified.
Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Changes in accounting policy
The following have been applied for the first time from 1 April 2024 and have had an effect on the financial statements:
Early Adoption of Amendments to FRS102
The company has chosen to early adopt the amendments to FRS 102 issued in September 2024.
The amendments to FRS 102 have revised the accounting for leases and revenue recognition where the Company has opted to apply the practical expedient under paragraph 1.48 to all of its leases which has had the following impact;
Right of use assets as at 31 March 2025 - £122,249 (on transition as at 1 April 2024 - £39,380)
Lease Liabilities as at 31 March 2025 - £124,680 (on transition as at 1 April 2024 - £39,380)
Impact to profit and loss account for the period 1 April 2024 to 31 March 2025 - loss of £2,431
The amendments to FRS 102 have introduced changes to revenue recognition policies and fair value measurement requirements. The company has early adopted these amendments with them having no impact on the financial statements.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Revenue recognition
In line with the companies application for early adoption of the amendments to FRS 102, the revenue recognition model for accounting has been amended to revenue from contracts with customers and applies the five step model to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods and services. Revenue from contracts with customers is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the company.
There are five steps involved in applying this model:
•Step 1: Identify the contract(s) with a customer
•Step 2: Identify the performance obligations in the contract
•Step 3: Determine the transaction price
•Step 4: Allocate the transaction price to the performance obligations in the contract; and
•Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
Accordingly there was no material change in revenue recognition due to the transition.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the company. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant and machinery |
20% straight line |
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Fixtures and fittings |
20% straight line |
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Computer equipment |
20% straight line |
Intangible assets
Patents are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost, less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed five years.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Patents |
20% straight line |
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the debtors.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.
Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Leases
Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Short term leases (up to one year) or leases of low value (up to £500) are recognised as an expense on a straight-line basis over the term of the lease.
The Group recognises right-of-use assets under lease agreements in which it is the lessee. The underlying assets comprise property, plant and machinery and motor vehicles, and are used in the normal course of business. The right-of-use assets comprise the initial measurement of the corresponding lease liability payments made at or before the commencement day as well as any initial direct costs and an estimate of costs to be incurred in dismantling the asset. Lease incentives are deducted from the cost of the right-of-use asset. The corresponding lease liability is included in the statement of financial position as a lease liability.
The right-of-use asset is depreciated on a straight-line basis over shorter of the asset’s useful life and the lease term and where impairment indicators exist, the right of use asset will be assessed for impairment.
The lease liability shall initially be measured at the present value of the lease payments that are not paid at that date, discounted using the rate implicit in the lease or, where this cannot be determined, the Group’s incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (application of the effective interest method) and by reducing the carrying amount to reflect the lease payments made. No lease modification or reassessment changes have been made during the reporting period from changes in any lease terms or rent charges.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
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Staff numbers |
The average number of persons employed by the company (including directors) during the year, was as follows:
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2025 |
2024 |
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Average number of employees |
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Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Intangible assets |
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Patents |
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Cost |
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At 1 April 2024 and at 31 March 2025 |
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Amortisation |
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At 1 April 2024 and at 31 March 2025 |
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Carrying amount |
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At 31 March 2024 and at 31 March 2025 |
- |
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Tangible assets |
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Furniture, fittings and equipment |
Right of use assets |
Total |
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Cost |
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At 1 April 2024 |
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- |
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On transition to early adoption of amendments to FRS102 |
- |
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Additions |
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At 31 March 2025 |
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Depreciation |
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At 1 April 2024 |
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- |
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Charge for the year |
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At 31 March 2025 |
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Carrying amount |
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At 31 March 2025 |
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At 31 March 2024 |
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- |
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The amendments to FRS 102 have revised the accounting for leases. The company has early adopted these amendments, leading to the recognition of right of use assets with a net book value of £39,380 as at 1 April 2024 and subsequently £122,249 as at 31 March 2025.
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Stocks |
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2025 |
2024 |
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Raw materials and consumables |
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Finished goods and goods for resale |
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Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Debtors |
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2025 |
2024 |
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Trade debtors |
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Prepayments |
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Amounts owed by group undertakings |
3,924,209 |
4,266,588 |
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Less non-current portion |
( |
( |
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Total current trade and other debtors |
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Details of non-current trade and other debtors
£3,924,209 (2024 - £4,266,588) of amounts owed by group undertakings is classified as non-current.
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Creditors |
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Note |
2025 |
2024 |
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Due within one year |
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Loans and borrowings |
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Trade creditors |
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Social security and other taxes |
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Accrued expenses |
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Due after one year |
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Loans and borrowings |
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Loans and borrowings |
Current loans and borrowings
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2025 |
2024 |
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Lease liabilities |
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Non-current loans and borrowings
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2025 |
2024 |
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Lease liabilities |
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The HP lease liabilities are secured by the assets to which they relate.
The amendments to FRS 102 have revised the accounting for leases. The company has early adopted these amendments, leading to the recognition of lease liabilities with a carrying value of £39,380 on transition as at 1 April 2024 and subsequently £124,680 as at 31 March 2025. Interest of £6,615 has been recognised for the period 1 April 2024 to 31 March 2025 using an interest rate of 11% with a cash outflow for the same period of £61,134. A lease liability of £87,439 is due within one year and £37,241 is due in 1-5 years. See note 2 for more details.
Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. |
£ |
No. |
£ |
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100 |
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100 |
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Reserves |
Profit and loss account
Includes all current and prior periods retained profits and losses.
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Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £
Contributions totalling £Nil (2024 - £Nil) were payable to the scheme at the end of the year.
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Obligations under leases and hire purchase contracts |
Finance leases
The total of future minimum lease payments is as follows:
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2025 |
2024 |
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Not later than one year |
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- |
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Later than one year and not later than five years |
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- |
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- |
Operating leases
The total of future minimum lease payments is as follows:
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2025 |
2024 |
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Not later than one year |
- |
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Later than one year and not later than five years |
- |
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- |
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The amount of non-cancellable operating lease payments recognised as an expense during the year was £Nil (2024 - £Nil).
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Contingent liabilities |
At 31 March 2025, there was an unlimited cross-guarantee between OrthoD Midco Limited, Summit Medical Limited, Summit Medical UK Limited and Marlux Medical Limited in favour of TC Loans Limited. The amount guaranteed is £14,450,000 (2024 - £14,450,000).
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Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent and ultimate controlling party is
Marlux Medical Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Disclosure under Section 444(5B) CA 2006 relating to the independent auditor's report |
As permitted by Section 444 CA 2006, these accounts do not contain a copy of the company’s Profit and Loss account or a copy of the Directors’ Report. Accordingly, the Independent Auditors’ Report has also been omitted.