REGISTERED NUMBER: 08260801 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

ORTHO SOLUTIONS HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

9

Consolidated Other Comprehensive Income

10

Consolidated Balance Sheet

11

Company Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Cash Flow Statement

15

Notes to the Consolidated Cash Flow Statement

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

E F Clare

R Hosking

C Fisher

SECRETARY:

E F Clare

REGISTERED OFFICE:

West Station Business Park

Spital Road

Maldon

Essex

CM9 6FF

REGISTERED NUMBER:

08260801 (England and Wales)

AUDITORS:

Xeinadin Audit Limited

Beckwith Barn

Warren Estate

Lordship Road

Writtle

Essex

CM1 3WT

The directors present their strategic report of the company and the group for the year ended 31 December 2025.

REVIEW OF BUSINESS

Ortho Solutions Holdings Limited and its subsidiaries continued to build on the growth achieved in recent years. Group turnover increased to £16.4m, reflecting continued demand for the Group's specialist foot and ankle product portfolio. Gross profit increased to £9.9m, demonstrating the strength of the Group's product mix and commercial strategy.

The Group maintained its focus on both elective and trauma products. The Volition™ Plating System continued to perform strongly in these sectors, supported by its innovation, evidence-based design and focus on improving patient outcomes. During the year, the Group received US regulatory approval and launched the Succession™ Nail system, a new TTC nail system designed to provide surgeons with greater control and support customised treatment based on patient need.

A significant strategic milestone during the year was the acquisition of the medical device additive manufacturing division from a supplier to the UK subsidiary, following ten years of distributing third-party additive manufactured custom implants in the UK market. This brings important design and manufacturing capability within the business and strengthens the UK division's ability to respond to surgeon-specific requirements. During the year, the company began integrating the acquired processes into the Ortho Solutions quality system and transferred three employees into the business to support this activity.

A significant regulatory milestone was achieved, when the Group's Quality Management System was awarded its certificate in accordance with the new Medical Device Regulation. This certification also included the addition of Class 1R microbiology activities, further strengthening the Group's regulatory capabilities.

The Group continued to invest in people, infrastructure, additive manufacturing, new product development and compliance. These investments increased operating costs during the year and resulted in a near breakeven operating result. The Directors consider this investment necessary to support the Group's medium-term growth strategy and strengthen its product portfolio, regulatory capability and international commercial platform.

A core pillar of Ortho Solutions' strategy remains new product development (NPD) and improvement, with continued investment in expanding the product range. Throughout the year, development work was completed in collaboration with surgeon experts to meet the needs of patients and clinicians - 'Advancing Foot and Ankle Care'.

Ortho Solutions continued to delivery of outstanding professional education programmes to surgeons and healthcare professionals. The pivotal focus for Ortho Solutions was ensuring that 'evidence-based practice' and world class clinical teaching was achieved, solidifying several of our core values.

The Group maintained a strong balance sheet with net assets of £3.2m at the year end, providing a solid platform for future growth and strategic investment. Net assets reduced during the year, principally reflecting the loss for the year and the impact of continued strategic investment.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group continued to expand its international footprint during the year, with ongoing investment in the United States and other overseas markets supporting the long-term strategy of reducing dependency on any single healthcare market.

The Directors continue to monitor risks relating to foreign exchange, stock management, regulatory compliance, liquidity, debtor recoverability, international market execution and the integration of additive manufacturing capability. The Directors believe that the Group's overseas market opportunities, specialist extremity product portfolio and continued investment in product development help reduce reliance on a single market and support long-term growth. The Group is well positioned for 2026 and beyond.

ON BEHALF OF THE BOARD:

C Fisher - Director

13 August 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

PRINCIPAL ACTIVITY

The principal activity of the parent Ortho Solutions Holdings Limited in the year under review was that of a holding company.

The principal activity of the group in the year under review was that of the supply of orthopaedic products.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

E F Clare

R Hosking

C Fisher

CASHFLOW RISK

The Group has continued to manage its cash flows in the year. In order to maintain liquidity to ensure that sufficient funds are available, the Group regularly reviews any present obligations and prepares cash flow forecasts to consider any changes in operations.

CREDIT RISK

The Group's principal financial assets are tangible fixed assets, stock, cash and trade debtors. The directors consider there to be little or no risk in respect of balances with any third parties that would impact the availability of credit for the Group.

DISCLOSURE IN THE STRATEGIC REPORT

Items required under Sch. 7 to be disclosed in the directors’ report are set out in the strategic report in accordance with s.414C(11) CA 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

C Fisher - Director

13 August 2026

Opinion

We have audited the financial statements of Ortho Solutions Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 December 2025 and of the group's 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to irregularities, including 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 respond appropriately to fraud or suspected fraud identified during the audit, to obtain audit evidence regarding compliance with provisions of applicable laws and regulations, and to respond appropriately to any non-compliance identified. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations our approach was to consider the following:

- the nature of the industry or sector, control environment and business performance;

- the results of enquiries of management about their own identification and assessment of the risks of irregularities;

- matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, tax legislation and health and safety.

In addition, we considered provisions of other laws and regulations 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 assessed the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: recognition of income, foreign currency translation and value of stocks. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation;

- enquiring of management concerning actual and potential litigation and claims;

- reviewing material legal costs in the period;

- performing analytical procedures to identify unusual or unexpected relationships;

- reviewing correspondence with HMRC;

- testing the appropriateness of judgements made in making accounting estimates, journal entries and other adjustments made by management for indications of potential bias; and

- evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

The likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. 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. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Timothy Harbour BSc FCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

Beckwith Barn

Warren Estate

Lordship Road

Writtle

Essex

CM1 3WT

13 August 2026

TURNOVER

16,412,375

15,043,553

Cost of sales

6,556,149

5,648,498

GROSS PROFIT

9,856,226

9,395,055

Administrative expenses

9,861,268

8,372,206

(5,042

)

1,022,849

Other operating income

4

-

23,513

OPERATING (LOSS)/PROFIT

(5,042

)

1,046,362

Interest receivable and similar income

825

314

(4,217

)

1,046,676

Interest payable and similar expenses

6

455,043

506,700

(LOSS)/PROFIT BEFORE TAXATION

7

(459,260

)

539,976

Tax on (loss)/profit

9

(43,399

)

(193,953

)

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(415,861

)

733,929

(Loss)/profit attributable to:

Owners of the parent

(415,861

)

733,929

(LOSS)/PROFIT FOR THE YEAR

(415,861

)

733,929

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(415,861

)

733,929

Note

Prior year adjustment

11

(586,650

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

(1,002,511

)

Total comprehensive income attributable to:

Owners of the parent

(1,002,511

)

733,929

FIXED ASSETS

Tangible assets

12

1,153,167

1,455,034

828,399

Investments

13

-

-

-

1,153,167

1,455,034

828,399

CURRENT ASSETS

Stocks

14

4,950,667

5,462,162

5,281,301

Debtors

15

2,724,718

2,407,935

2,708,993

Cash at bank and in hand

16

1,077,205

1,137,888

1,644,368

8,752,590

9,007,985

9,634,662

CREDITORS

Amounts falling due within one year

17

(2,284,698

)

(2,362,463

)

(2,769,161

)

NET CURRENT ASSETS

6,467,892

6,645,522

6,865,501

TOTAL ASSETS LESS CURRENT LIABILITIES

7,621,059

8,100,556

7,693,900

CREDITORS

Amounts falling due after more than one year

18

(4,380,000

)

(4,443,636

)

(4,770,909

)

NET ASSETS

3,241,059

3,656,920

2,922,991

CAPITAL AND RESERVES

Called up share capital

22

10,160

10,160

10,160

Share premium

23

582,707

582,707

582,707

Capital redemption reserve

23

133

133

133

Other reserves

23

(9,900

)

(9,900

)

(9,900

)

Retained earnings

23

2,657,959

3,073,820

2,339,891

SHAREHOLDERS' FUNDS

3,241,059

3,656,920

2,922,991

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

C Fisher - Director

FIXED ASSETS

Tangible assets

12

-

-

Investments

13

628

628

628

628

CURRENT ASSETS

Debtors

15

1,612,776

1,612,776

NET CURRENT ASSETS

1,612,776

1,612,776

TOTAL ASSETS LESS CURRENT LIABILITIES

1,613,404

1,613,404

CAPITAL AND RESERVES

Called up share capital

22

10,160

10,160

10,160

Share premium

23

582,707

582,707

582,707

Capital redemption reserve

23

133

133

133

Retained earnings

23

1,020,404

1,020,404

1,020,404

SHAREHOLDERS' FUNDS

1,613,404

1,613,404

1,613,404

Company's profit for the financial year

-

-

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

C Fisher - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 January 2024

10,160

2,339,891

582,707

Changes in equity

Total comprehensive income

-

1,320,579

-

Balance at 31 December 2024

10,160

3,660,470

582,707

Prior year adjustment

-

(586,650

)

-

As restated

10,160

3,073,820

582,707

Changes in equity

Total comprehensive income

-

(415,861

)

-

Balance at 31 December 2025

10,160

2,657,959

582,707

Capital

redemption

Other

Total

reserve

reserves

equity

£

£

£

Balance at 1 January 2024

133

(9,900

)

2,922,991

Changes in equity

Total comprehensive income

-

-

1,320,579

Balance at 31 December 2024

133

(9,900

)

4,243,570

Prior year adjustment

-

-

(586,650

)

As restated

133

(9,900

)

3,656,920

Changes in equity

Total comprehensive income

-

-

(415,861

)

Balance at 31 December 2025

133

(9,900

)

3,241,059

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 January 2024

10,160

1,020,404

582,707

133

1,613,404

Changes in equity

Balance at 31 December 2024

10,160

1,020,404

582,707

133

1,613,404

Changes in equity

Balance at 31 December 2025

10,160

1,020,404

582,707

133

1,613,404

Cash flows from operating activities

Cash generated from operations

1

733,154

1,326,086

Interest paid

(455,043

)

(506,700

)

Tax paid

1,845

3,239

Taxation refund

232,582

200,282

Net cash from operating activities

512,538

1,022,907

Cash flows from investing activities

Purchase of tangible fixed assets

(446,773

)

(1,202,114

)

Interest received

825

-

Net cash from investing activities

(445,948

)

(1,202,114

)

Cash flows from financing activities

Loan repayments in year

(127,273

)

(327,273

)

Net cash from financing activities

(127,273

)

(327,273

)

Decrease in cash and cash equivalents

(60,683

)

(506,480

)

Cash and cash equivalents at beginning of year

2

1,137,888

1,644,368

Cash and cash equivalents at end of year

2

1,077,205

1,137,888

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

as

restated

£

£

(Loss)/profit before taxation

(459,260

)

539,976

Depreciation charges

748,640

575,479

Finance costs

455,043

506,700

Finance income

(825

)

(314

)

743,598

1,621,841

Decrease/(increase) in stocks

511,495

(180,861

)

(Increase)/decrease in trade and other debtors

(507,811

)

291,803

Decrease in trade and other creditors

(14,128

)

(406,697

)

Cash generated from operations

733,154

1,326,086

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

1,077,205

1,137,888

Year ended 31 December 2024

31.12.24

1.1.24

as restated

£

£

Cash and cash equivalents

1,137,888

1,644,368

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank and in hand

1,137,888

(60,683

)

1,077,205

1,137,888

(60,683

)

1,077,205

Debt

Debts falling due within 1 year

(127,273

)

63,637

(63,636

)

Debts falling due after 1 year

(4,443,636

)

63,636

(4,380,000

)

(4,570,909

)

127,273

(4,443,636

)

Total

(3,433,021

)

66,590

(3,366,431

)

1.	STATUTORY INFORMATION

Ortho Solutions Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The Group's functional and presentation currency is the Pound Sterling (£).

Amounts in these financial statements are rounded to the nearest Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Summary of significant accounting policies

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.

Going concern

These financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the Group.

The company has prepared forecasts for the next twelve months, which consider changes in trading conditions. The directors have considered the cashflow requirements of the Group for a period of twelve months from the date of approval of these financial statements and are satisfied that sufficient financial resources will continue to be made available.

Financial Reporting Standard 102 - reduced disclosure exemptions

The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirement of paragraph 33.7.

As permitted by the exemptions available for qualifying entities under FRS 102, the cash flow statement of the parent company is not presented as part of these financial statements, as it is included within the consolidated cash flow statement of the group in which the entity is consolidated.

Basis of consolidation

The financial statements consolidate the results of Ortho Solutions Holdings Limited and all of its subsidiary undertakings as reported in note 12 Fixed Asset Investments.

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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.