Registration number:
for the
Year Ended 31 March 2025
OrthoD Midco Limited
Contents
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Company Information |
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Directors' Report |
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Strategic Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
OrthoD Midco 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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OrthoD Midco Limited
Directors' Report for the Year Ended 31 March 2025
The directors present their report and the financial statements for the year ended 31 March 2025.
Directors of the company
The directors who held office during the year were as follows:
Going concern
The company's ability to continue to be a going concern is linked to ability of the wider Summit Medical Group headed by the Company's ultimate parent Bowmoor Topco Limited.
After reviewing the Group's forecasts and projections prepared as part of the financing application as well as the company's own forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Further detail of the directors assessment of going concern can be found in the accounting policy disclosed in note 2.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
OrthoD Midco Limited
Strategic Report for the Year Ended 31 March 2025
The directors present their strategic report for the year ended 31 March 2025.
Principal activity
The principal activity of the company is as a holding company.
Fair review of the business
The results for the year, which are set out in the profit and loss account, show an operating loss of £nil (2024 - £nil). At 31 March 2025, the company had net assets of £20,954,718 (2024 - £20,985,228). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Principal risks and uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company and the group are considered to relate to ongoing compliance with current and future legislation affecting the sector.
Approved by the
Director
OrthoD Midco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Directors' Report, Strategic 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 apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards has been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | 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.
OrthoD Midco Limited
Independent Auditor's Report to the Members of OrthoD Midco Limited
Opinion
We have audited the financial statements of OrthoD Midco Limited (the 'company') for the year ended 31 March 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 March 2025 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 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 original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
OrthoD Midco Limited
Independent Auditor's Report to the Members of OrthoD Midco Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
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:
• | 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 Statement of Directors' Responsibilities set out on page 4, 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.
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.
Extent to which the audit was 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:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
OrthoD Midco Limited
Independent Auditor's Report to the Members of OrthoD Midco Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
OrthoD Midco Limited
Profit and Loss Account for the Year Ended 31 March 2025
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Notes |
2025 |
2024 |
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Turnover |
- |
- |
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Operating profit |
- |
- |
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Interest payable and similar charges |
( |
( |
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Loss before tax |
( |
( |
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Taxation |
- |
- |
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Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
OrthoD Midco Limited
(Registration number: 10389889)
Balance Sheet as at 31 March 2025
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Notes |
2025 |
2024 |
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Fixed assets |
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Investments in subsidiaries |
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Creditors: Amounts falling due after more than one year |
( |
( |
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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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Merger reserve |
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Profit and loss account |
( |
( |
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Total equity |
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Approved and authorised by the
Director
OrthoD Midco Limited
Statement of Changes in Equity for the Year Ended 31 March 2025
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Share capital |
Merger reserve |
Profit and loss account |
Total |
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At 1 April 2024 |
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( |
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Loss for the year |
- |
- |
( |
( |
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At 31 March 2025 |
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( |
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Share capital |
Merger reserve |
Profit and loss account |
Total |
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At 1 April 2023 |
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( |
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Loss for the year |
- |
- |
( |
( |
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At 31 March 2024 |
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( |
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OrthoD Midco 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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
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.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.
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.
Group accounts not prepared
OrthoD Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
Going concern
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 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.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty.
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
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.
OrthoD Midco 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.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
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. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
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.
OrthoD Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Interest payable and similar expenses |
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2025 |
2024 |
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Interest payable to group companies |
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Staff numbers |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
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2025 |
2024 |
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Directors |
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The remuneration of the two directors is paid by another company in the group.
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Auditors' remuneration |
Auditors' remuneration is paid for by a fellow subsidiary and is not recharged to the company.
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Taxation |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
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2025 |
2024 |
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Loss before tax |
( |
( |
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Corporation tax at standard rate |
( |
( |
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Tax increase arising from group relief |
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Total tax charge/(credit) |
- |
- |
OrthoD Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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Investments in subsidiaries |
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2025 |
2024 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost and carrying amount |
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At 1 April 2024 and at 31 March 2025 |
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Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
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Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
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2025 |
2024 |
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Subsidiary undertakings |
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Ordinary |
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England and Wales |
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Ordinary |
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England and Wales |
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Ordinary |
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England and Wales |
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Ordinary |
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England and Wales |
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Ordinary |
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England and Wales |
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Ordinary |
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England and Wales |
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* held indirectly via Summit Medical Limited.
The principal activity of Summit Medical Limited is the manufacture, supply and distribution of medical devices.
The principal activity of Summit Medical UK Limited is the sale and distribution of medical devices.
The principal activity of Marlux Medical Limited is the manufacture, sale and distribution of disposable curtains and window blinds.
The principal activity of Summit Medical (Benefits) Limited is as a dormant company.
The principal activity of Orthodesign Limited is as a dormant company.
The principal activity of Marshall Contracts Limited is as a dormant company.
The registered office address of all subsidiaries is Bourton Industrial Park, Bourton-On-The-Water, Cheltenham, England, GL54 2HQ.
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Creditors |
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2025 |
2024 |
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Due after one year |
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Amounts owed to group undertakings |
832,763 |
802,253 |
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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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2 |
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2 |
OrthoD Midco Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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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 is
The ultimate controlling party is