The directors present the strategic report for the year ended 31 December 2025.

MatOrtho Holdings Limited is aholding company of the MatOrtho Limited Group of companies. Through its principal trading subsidiary, MatOrtho Limited, the Group designs, develops, manufactures and commercialises innovative orthopaedic implants and associated surgical instrumentation, primarily serving markets in the United Kingdom, Australia and selected international territories.

The Company's primary role is to provide governance, strategic direction, capital allocation and financial oversight to the Group, ensuring the operating businesses are appropriately funded and positioned to achieve their long-term growth objectives.

The performance of the business is best reflected by referring to the results of the trading group under Matortho Holdings Limited ("the Group") and its key performance indicators. The results are included in the financial statements of Matortho Limited.

Business Review

Trading Update

The positive momentum established during 2025 has continued into 2026.

For the six months ended 30 June 2026, the underlying trading operations of the Group, conducted principally through MatOrtho Limited and its subsidiaries, generated revenues of approximately £9.6 million, representing growth of approximately 47% compared with the corresponding period in 2025.

Management currently expects full-year revenue to approach £20 million and anticipates continued progress towards sustainable profitability as sales volumes increase and operational efficiencies are realised.

Capital Structure and Funding

As the holding company of the MatOrtho Group, MatOrtho Holdings Limited plays a central role in the funding, governance and strategic oversight of the Group's operating subsidiaries. During the year, the Company continued to support investment in product development, regulatory programmes, commercial expansion and working capital requirements across the Group.

At 31 December 2025, the Company had shareholder loan notes of £18.6 million (2024: £16.8 million), demonstrating the continued commitment of investors to the long-term development of the Group. These facilities mature in 2029 and provide a stable capital base from which to pursue the Group's growth strategy.

During 2026, the Group successfully refinanced and expanded its banking arrangements with Virgin Money. The revised financing structure provides increased liquidity, improved commercial terms and greater flexibility to support growth initiatives, capital investment and international expansion opportunities.

The Directors regularly review capital requirements, funding alternatives, forecast liquidity and covenant compliance to ensure the Group maintains sufficient resources to support both current operations and future strategic ambitions.

Board Perspective

The Board believes that 2025 represents an important inflection point in the Group's development.

The successful commercialisation of ReCerf, continued investment in innovation, materially improved trading performance and strengthened financing arrangements have positioned the Group for the next phase of growth. The Board remains focused on supporting management in delivering sustainable expansion whilst maintaining appropriate financial discipline and governance standards that create long-term value for shareholders and stakeholders alike.

Key Performance Indicators (of the underlying MatOrtho Limited trading group)

The Directors consider these indicators to be the most appropriate measures of the performance of the Group's underlying trading operations.

MatOrtho Holdings Limited is dependent upon the performance and cash generation of its operating subsidiaries and therefore the Directors have assessed going concern on both a Company and Group basis. As the intermediate holding company of the Group, the Company's ability to meet its obligations is closely linked to the continued trading success, liquidity and financing arrangements of the wider MatOrtho Group.

The Group delivered significant operational progress during 2025, increasing revenue to £15.1 million, improving margins and substantially reducing operating losses. This positive trend has continued into 2026, with strong revenue growth, positive EBITDA generation and improving operating cash flows.

The Company benefits from a long-term shareholder funding structure through loan notes maturing in 2029 together with enhanced external banking facilities secured during 2026. The Directors consider this combination of shareholder support, financing capacity and improving operating performance to provide a robust foundation for the Group's continued development.

In June 2026, the Group entered into a new financing agreement with Virgin Money comprising a £6.0 million loan facility available in two tranches together with a £1.0 million revolving credit facility. The new arrangements provide improved liquidity and greater flexibility to support the Group's strategic objectives.

The Directors have reviewed detailed forecasts and cash flow projections covering a period of at least twelve months from the date of approval of these financial statements. These forecasts incorporate continued growth from the ReCerf launch, anticipated new product introductions and planned geographic expansion initiatives.

Having considered these forecasts, together with available funding facilities and shareholder support, the Directors have a reasonable expectation that the Company and the wider Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Following the year end, the Group continued the commercial rollout of ReCerf across approved territories and secured enhanced financing arrangements through a revised banking agreement with Virgin Money. These developments further strengthen the Group's financial position and support its future growth plans.

Regulatory and Product Development Risk

The Group operates within a highly regulated medical device sector where ongoing regulatory compliance and product approvals are critical to future success. The Group maintains experienced regulatory, clinical and quality teams and works closely with regulatory authorities to manage these risks effectively.

Commercialisation and Market Adoption Risk

Future growth depends upon successful market adoption of key product platforms, including ReCerf and the SAIPH Revision Knee system. The Board continues to support investment in sales capability, clinical evidence generation, surgeon training and market development activities to maximise commercial success.

Capital and Financing Risk

The Company's ability to support the Group's strategic objectives depends upon maintaining appropriate levels of funding and access to capital. Funding requirements may arise from product development, regulatory programmes, inventory expansion, geographic growth initiatives and working capital needs.

The Board regularly reviews the Group's capital structure, funding requirements, forecast liquidity and covenant compliance. Continued shareholder support and enhanced banking facilities provide access to funding required to support the Group's strategic plans while maintaining financial flexibility.

Foreign Exchange Risk

The Group generates a significant proportion of its revenue outside the United Kingdom and is therefore exposed to movements in foreign exchange rates. Currency exposures are actively monitored and managed through established treasury policies.

Operational and Supply Chain Risk

The Group relies upon specialist suppliers, manufacturing capabilities and distribution networks to support the delivery of its products. Supplier diversification, procurement management and operational improvement initiatives help reduce potential disruption and support future growth.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2025.

The company's principal activity throughout the period was that of an intermediate holding company.

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of its fair review of the business and the description of the principal risks and uncertainties facing the company.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual 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 then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; 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.

We have audited the financial statements of MatOrtho Holdings Limited (the 'company') for the year ended 31 December 2025 which comprise the Profit and Loss Account, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including 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 December 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'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 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

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 course of 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 our audit:

• the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of the 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 or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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.

As explained more fully in the Directors' Responsibilities Statement, 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.

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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Explanation as to what extent the audit was considered 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.

The objectives of our audit in respect of 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 those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.

• We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

• We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

• We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

There are inherent limitations in the audit procedures described above. 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. Also, 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 or intentional misrepresentations, or through collusion.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

MatOrtho Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is 19/20 Mole Business Park, Randalls Road, Leatherhead, Surrey, United Kingdom, KT22 7BA.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

MatOrtho Holdings Limited is a wholly owned subsidiary of Matortho Group Holdings Limited and the results of MatOrtho Holdings Limited are included in the consolidated financial statements of Matortho Group Holdings Limited which are available from 19/20 Mole Business Park, Randalls Road, Leatherhead, KT22 7BA.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

The Company's primary role is to provide governance, strategic direction, capital allocation and financial oversight to the MatOrtho Group, ensuring that operating businesses are appropriately funded and positioned to achieve their long-term growth objectives. The company made a loss for the year of £2.0m (2024: £1.7m) and had net current assets of £10.1m (2024: £10.3m) and net liabilities of £6.8m (2024: £4.8m) at the balance sheet date.true

MatOrtho Holdings Limited has received written assurances from its parent company, MatOrtho Group Holdings Limited that it, or companies under its control, will provide financial support when required to enable the company to meet its obligations as they fall due. MatOrtho Limited and its subsidiaries made a loss for the year of £1.4m (2024: £2.9m) and had a net current liabilities position of £7.8m (2024: £3.5m) and net liabilities position of £8.9m (2024: £7.5m) at the balance sheet date. However, the group had a cash balance of £1.4m (2024: £1.3m).

Group turnover for 2025 grew strongly from £12.1m in 2024 to £15.1m in 2025, an increase of 25%. The directors are forecasting growth in future years, especially from the ReCerf product, now that it has received regulatory approval in the EU (including the UK) and Australia.

The directors have produced projections for MatOrtho Group Holdings Limited and its subsidiaries, including MatOrtho Holdings Limited, which show future balance sheet, cash flow and results to 30 September 2027. These projections indicate that the group and the individual companies will continue to be able to meet their financial liabilities as they fall due. During the year and subsequently, the group has strengthened its financial position through:

• The successful refinancing of its existing term loan facility from Virgin Money which now comprises a £4m Tranche A Facility which was drawn down in June 2026, a £1m Revolver facility which can be drawn down when required and a further £2m Tranche B Facility which can be drawn down from March 2027 providing that Last Twelve Months (LTM) revenues are at least £17m at the time of the drawdown. The directors have a reasonable expectation that the company will be able to meet these conditions based on the current run rate of revenue. This new arrangement provides improved commercial terms, a period of interest-only repayments and more flexible covenant structures, supporting the group's growth plans and providing additional liquidity.

• The MatOrtho Group Holdings Limited Group, which includes the company and its subsidiaries, has issued loan notes amounting to £18.6m (including interest accrued to the balance sheet date). All loan notes have been renegotiated to mature in 2029.

As a result, the directors have a reasonable expectation that the group will have adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

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

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Their aggregate remuneration comprised:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 2).

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

The company has tax losses carried forward of £921,499 (2024: £712,585).

Details of the company's subsidiaries at 31 December 2025 are as follows:

The other creditors comprise of loan notes. The loan notes are secured by way of fixed and floating charges over assets of the company and its subsidiaries and attract interest of between 8% and 17% per annum. The loan notes are repayable at the earlier of the company ceasing to be a wholly owned subsidiary of MatOrtho Group Holdings Limited, any asset sale, any listing or the maturity date of 14 June 2029.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

As permitted by FRS 102 Section 33 "Related Party Disclosures", the financial statements do not disclose transactions entered into between two or more members of the group, under the provision that any subsidiary which is a party to such transactions is wholly owned by such member.

Amounts totalling £211,475 (2024: £208,733) were invoiced to the Company in respect of professional services provided by Connection Capital LLP, a shareholder of the MatOrtho Group Holdings Limited. Amounts payable at the year end totalled £63,898 (2024: £69,912).

The company's immediate and ultimate parent undertaking is MatOrtho Group Holdings Limited, a company registered in England and Wales. Its registered office is Unit 19/20 Mole Business Park, Randalls Road, Leatherhead, United Kingdom, KT22 7BA. Consolidated accounts for MatOrtho Group Holdings Limited and its subsidiaries are publicly available from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ. There is no controlling party.